Contract analysis

1. Purpose and Matter Dormancy Notification This letter confirms that Calderwood & Harkness LLP ("C&H" or the "Firm") has completed all active work on Matter No. 1005-00003 relating to the comprehensive review of the Directors & Officers ("D&O") liability insurance tower and the product-liability ("PL") insurance tower maintained by Nexford Industrial Holdings Inc. ("Nexford" or the "Company"). The purpose of this le

2. Summary of Engagement and Work Performed C&H was engaged on this matter pursuant to an engagement letter executed on April 22, 2022, by the undersigned on behalf of Calderwood & Harkness LLP and by you on behalf of Nexford Industrial Holdings Inc. The matter was formally opened in the Firm's records on April 26, 2022, and was assigned Matter No. 1005-00003. The scope of the engagement encompassed a comprehensive r

1. Policy Inventory Schedules — Detailed inventory schedules for both the D&O tower and the PL tower, covering the 2021–2022 incumbent policy period and the 2022–2023 renewal policy period. These schedules catalogued each carrier, policy number, layer position, limit, retention or deductible, premium, and key policy terms for every policy in each tower.

2. Preliminary Coverage Gap Memorandum — D&O Tower — Delivered May 27, 2022. This memorandum identified fourteen (14) coverage gaps and areas of concern within the incumbent D&O tower structure, including issues related to regulatory investigation coverage, definition of "Claim," Side-A DIC coordination, and severability of the application.

3. Preliminary Coverage Gap Memorandum — Product-Liability Tower — Delivered May 27, 2022. This memorandum identified eleven (11) coverage gaps within the incumbent PL tower, including concerns regarding the adequacy of the product recall sub-limit, cross-liability exclusions, and mold/contamination carve-outs.

4. Comprehensive D&O Tower Review Report — Delivered June 17, 2022. This report provided an in-depth, policy-by-policy analysis of the full D&O tower, including a review of all insuring agreements, definitions, conditions, and exclusions, together with a comparative analysis against market-standard terms and C&H's recommended coverage benchmarks for companies in Nexford's industry sector and risk profile.

5. Comprehensive Product-Liability Tower Review Report — Delivered June 17, 2022. This report provided a corresponding in-depth analysis of the full PL tower, including attention to the interaction among layers, follow-form provisions, and any deviations in excess layer terms from the primary policy form.

6. Side-A DIC Policy Analysis Memorandum — Dated June 3, 2022. This memorandum analyzed the Harrington Specialty Insurance Co. Side-A DIC policy (Policy No. HSI-DIC-2021-00342), including the scope of the DIC coverage, the drop-down triggers, the priority-of-payment provisions, and the coordination with the underlying D&O tower. The memorandum included a recommendation to increase the Side-A DIC limit from fifteen mi

7. Product Recall Sub-Limit Adequacy Memorandum — Dated June 7, 2022. This memorandum assessed the adequacy of the existing product recall sub-limit of two million five hundred thousand dollars ($2,500,000) per occurrence and five million dollars ($5,000,000) in the aggregate, and recommended an increase to five million dollars ($5,000,000) per occurrence and ten million dollars ($10,000,000) in the aggregate, based

8. Cross-Liability and Intercompany Coverage Memorandum — Dated June 10, 2022. This memorandum addressed coverage issues arising from claims between Nexford and its subsidiaries, including Nexford Conveyor Systems, LLC and Triton Fastener Corp., and analyzed the insured-versus-insured exclusions and cross-liability provisions in the D&O and PL towers.

9. Regulatory Investigation Coverage Memorandum — D&O — Dated June 14, 2022. This memorandum analyzed the scope of coverage available under the D&O tower for regulatory investigations, including formal and informal inquiries by the Securities and Exchange Commission, the Department of Justice, and relevant state regulators, and identified areas where the policy language could be strengthened to provide broader protec

10. D&O Limits Adequacy Memorandum — Dated June 6, 2022. This memorandum assessed the adequacy of the $55 million D&O aggregate in light of Nexford's current status as a privately held company, the size and composition of its Board, the nature of its operations, and the pending and potential claims environment. The memorandum concluded that the $55 million aggregate was adequate for Nexford's current private-company

11. Product-Liability Limits Adequacy Memorandum — Dated June 8, 2022. This memorandum assessed the adequacy of the $75 million PL aggregate in light of Nexford's product lines, distribution channels, historical claims frequency and severity, and the two currently pending product-liability lawsuits.

12. Broker Submission Review Letter — Dated May 10, 2022. This letter provided our review and commentary on Ashford Breckinridge LLP's May 3, 2022 marketing submission to the insurance market, including recommendations for supplemental disclosures and clarifications regarding the Company's claims history and risk management practices.

13. Carrier Quote Comparison Matrices — Dated June 10, 2022. These matrices provided side-by-side comparisons of the quotes received from all responding carriers for both the D&O and PL towers, covering premium, limits, retentions, key terms, and notable exclusions or limitations.

14. Renewal Negotiation Points Memorandum — Dated June 13, 2022. This memorandum identified eighteen (18) specific negotiation points to be pursued during the renewal process, consisting of ten (10) items related to the D&O tower and eight (8) items related to the PL tower, with recommended language for each point and a prioritization framework to guide the negotiation strategy.

15. Renewal Bind Recommendation — Communicated via email from Naomi Petersen to you, dated June 24, 2022. This email set forth C&H's recommendation regarding the final carrier selections and terms for binding both towers, incorporating the results of the negotiation process and the final quotes received.

16. Renewal Binding Confirmation Review Letter — Dated July 8, 2022. Following the binding of both towers on June 28, 2022, this letter confirmed our review of the binding confirmation documentation received from Ashford Breckinridge and identified items requiring follow-up in the post-bind policy issuance process.

17. Memorandum on Interaction of Pending Claims with PL Tower Renewal — Dated May 20, 2022. This memorandum analyzed the impact of the two pending product-liability lawsuits on the PL tower renewal, including considerations related to prior-acts coverage, known-loss provisions, and the treatment of open reserves in the context of the transition from the incumbent policy to the renewal policy.

18. Coverage Coordination Letter to Hollander Byrne & Strauss LLP — Dated May 25, 2022. This letter established coverage coordination protocols between C&H (as insurance coverage counsel) and Hollander Byrne & Strauss LLP (as litigation counsel) with respect to the pending product-liability matters, addressing defense cost reporting, reserve communications, and claims-handling procedures under the PL tower.

19. Claims Reporting Compliance Checklist — Dated June 1, 2022. This checklist provided a comprehensive guide for Nexford's risk management team to ensure compliance with the notice and reporting requirements under each policy in both the D&O and PL towers, including notice timing, addressees, and required content.

20. Defense Cost Erosion Tracking Guidance — Communicated via email from Yuki Nakamura to Trevor Haines, dated June 15, 2022. This email provided detailed guidance on tracking the erosion of the Midland Casualty primary aggregate by defense costs in the pending product-liability matters, including a spreadsheet template for ongoing monitoring.

21. Board Presentation Memorandum — Dated June 22, 2022. This memorandum provided a summary of the insurance tower review findings, renewal options, and C&H's recommendations, formatted for presentation to the Nexford Board of Directors at its June 24, 2022 meeting.

22. Draft Board Resolution — Authorization to Bind Renewal — Dated June 22, 2022. This draft resolution was prepared for adoption by the Board authorizing the Company's officers to bind the renewal of both the D&O and PL towers within specified premium parameters.

23. Indemnification Agreement Review Memorandum — Dated June 4, 2022. This memorandum reviewed Nexford's form director and officer indemnification agreements in coordination with the D&O tower structure and identified two provisions requiring update, as further described in Section 4(a) of this letter.

24. Post-Bind Policy Wording Reviews — Our post-bind policy wording review for the D&O tower was completed on July 22, 2022, and our post-bind policy wording review for the PL tower was completed on July 25, 2022. These reviews compared the issued policy forms against the negotiated terms and identified the discrepancies described in Section 3 of this letter.

25. Follow-Up Endorsement Tracking Letter to Ashford Breckinridge LLP — Dated August 5, 2022. This letter documented the outstanding corrective endorsements identified during the post-bind policy wording reviews and requested that Ashford Breckinridge pursue issuance of the necessary endorsements from the applicable carriers. 2(b). Renewal Outcome Summary Both the D&O tower and the PL tower were renewed effective Jul

3. Outstanding Items Although all active work on this matter has been completed, two corrective endorsements remain outstanding as of the date of this letter. These items were identified during our post-bind policy wording reviews and are detailed in our Follow-Up Endorsement Tracking Letter to Ashford Breckinridge LLP dated August 5, 2022. 3(a). Vandermeer National Insurance Company — Definition of "Claim" Our post-

4. Additional Recommendations for Client Attention (Outside Active Scope) In addition to the outstanding endorsement items described in Section 3, we wish to bring two additional matters to the Company's attention. These items were identified during the course of the engagement but fall outside the active scope of Matter No. 1005-00003 and would require separate engagement or the involvement of Nexford's other adviso

5. Reactivation Procedures To reactivate Matter No. 1005-00003, Nexford should contact the undersigned or Naomi Petersen in writing. An email communication will be sufficient for this purpose. Upon receipt of a reactivation request, we will promptly confirm the reactivation, update our matter records, and resume work as directed by the Company. Upon reactivation, billing will resume at the hourly rates then in effect

6. Billing Summary A summary of the billing activity on Matter No. 1005-00003 through the date of dormancy is as follows: Four monthly invoices were rendered over the course of the engagement, covering the following billing periods: April 2022 (partial month, commencing April 26, 2022), May 2022, June 2022, and July 2022. All four invoices have been paid in full, and there is no outstanding accounts receivable balanc

7. Document Retention The Firm will retain all work product, correspondence, memoranda, reports, working papers, and client files related to Matter No. 1005-00003 in accordance with Calderwood & Harkness LLP's standard document retention policies, as described in the Outside Counsel Agreement. Upon request from Nexford, copies of any deliverables or working papers can be provided. In the event that Nexford wishes to

8. Acknowledgments We wish to express our appreciation for the excellent cooperation and responsiveness of the Nexford team throughout this engagement. In particular, we thank you, Trevor Haines, and Donna Kowalski for your consistent availability, timely provision of information and documents, and thoughtful engagement with the substantive issues raised during the course of our review. The quality and efficiency of