Contract analysis

I. Purpose of Memorandum This memorandum documents the results of the firm's conflicts clearance process conducted in connection with the proposed engagement of Calderwood & Harkness LLP ("C&H" or "the Firm") to represent Nexford Industrial Holdings Inc. ("Nexford" or "NIH") as defense litigation counsel in the above-captioned matter, Cardinal Peak Industries v. Nexford Industrial Holdings Inc., Case No. 2022-L-00847

II. Summary of Proposed Engagement The following summarizes the material parameters of the proposed engagement for purposes of the conflicts analysis: Client: Nexford Industrial Holdings Inc., a corporation organized and existing under the laws of the State of Delaware, with its principal place of business and corporate headquarters located at 4200 West Lakeshore Industrial Parkway, Suite 300, Waukegan, Illinois 6008

III. Parties and Related Entities Checked In accordance with the Firm's Standard Intake and Conflicts Procedures Manual, the conflicts search was conducted against all known parties, affiliates, related entities, key individuals, opposing counsel, and material third parties associated with the proposed engagement. The full list of entities and individuals checked is set forth below. A. Client Side — Nexford Industria

1. Nexford Industrial Holdings Inc. Nexford is a Delaware corporation and the proposed client in this matter. It is a precision metal fabrication and engineered components manufacturer serving the automotive, aerospace, and heavy industrial sectors. Based on publicly available information and representations made by Nexford's General Counsel, Nexford reports annual revenue of approximately $287 million for fiscal yea

2. Marlowe Asset Management Bluff Capital Partners, LP Marlowe Asset Management Bluff Capital Partners, LP ("VBCP") is a Delaware limited partnership that serves as the private equity sponsor and majority owner of Nexford. VBCP acquired its controlling interest in Nexford in connection with a leveraged buyout transaction that closed in September 2019. VBCP maintains its principal offices at 875 North Michigan Avenue,

3. Marlowe Asset Management Bluff Capital Management LLC Marlowe Asset Management Bluff Capital Management LLC is a Delaware limited liability company that serves as the general partner of Marlowe Asset Management Bluff Capital Partners, LP. It was included in the conflicts search as the controlling entity within the VBCP fund structure.

4. Summary of Key Nexford Individuals Checked For the avoidance of doubt, the following individuals were searched individually by name, in addition to the entity-level searches described above: Martin Schaeffer, Lydia Tran, Russell Okonkwo, Deborah Whitfield, Conrad Yeung, and Diana Calloway. Each name was checked in all available permutations and against all active and archived databases maintained by the Firm's Con

1. Cardinal Peak Industries Cardinal Peak Industries is a Colorado limited liability company and the plaintiff in this action. Cardinal Peak is a steel producer and distributor headquartered at 1580 Ridgeline Boulevard, Pueblo, Colorado 81001, with a federal employer identification number of 84-3295618. Based on publicly available information, Cardinal Peak reports annual revenue of approximately $415 million for fis

2. Key Cardinal Peak Individuals Checked Each of the above-named individuals—Frank Delacroix, Natalie Gunderson, Harold Briggs, and Patricia Morrow—was searched individually by name across the full scope of the Firm's conflicts databases and matter records. No known affiliates, subsidiaries, or parent entities of Cardinal Peak Industries were identified during the intake process; however, the search was conducted bro

1. Blackwood Stein & Associates LLP Blackwood Stein & Associates LLP is a Denver-based litigation firm located at 717 Seventeenth Street, Suite 2200, Denver, Colorado 80202. Based on information contained in the Complaint and the cover letter accompanying service of process, Blackwood Stein has been retained by Cardinal Peak Industries to prosecute the surcharge claims that are the subject of this litigation. The fol

2. Individuals Checked Both Garrett Blackwood and Megan Hsu were searched individually by name across all conflicts databases, including the lateral hire portable business disclosures maintained by the Firm, to determine whether either individual had any prior professional or personal connection to Calderwood & Harkness LLP or its attorneys. D. Other Relevant Third Parties In addition to the parties, their affiliates

1. Ridgecrest National Bank, N.A. Ridgecrest National Bank, N.A. ("Ridgecrest") is a nationally chartered bank with offices at 120 North LaSalle Street, Chicago, Illinois 60602. Ridgecrest serves as Nexford's senior secured lender under a $45 million revolving credit facility dated March 12, 2021 (the "Credit Facility"). Karen Whitmore is the Relationship Manager assigned to the Nexford account at Ridgecrest. Althoug

2. Hargrove Kellner CPAs LLP Hargrove Kellner CPAs LLP ("Hargrove Kellner") is Nexford's independent external auditing firm, with offices at 500 West Monroe Street, Suite 3100, Chicago, Illinois 60661. Steven Margolis serves as the Engagement Partner on the Nexford audit. Hargrove Kellner was included in the conflicts search because it may possess financial records, workpapers, or other materials relevant to the dama

3. Meridian Bridge Consulting LLC Meridian Bridge Consulting LLC ("Meridian Bridge") is a damages and financial consulting firm located at 311 South Michigan Avenue, Suite 1500, Chicago, Illinois 60604. Dr. Anita Rosenthal serves as the Lead Consultant at Meridian Bridge. Nexford's General Counsel has indicated that Meridian Bridge is under preliminary consideration as a potential damages and expert consulting resour

4. Great Lakes Dispute Resolution Center The Great Lakes Dispute Resolution Center ("GLDRC") is a mediation and alternative dispute resolution services provider located at 150 North Riverside Plaza, Suite 2700, Chicago, Illinois 60606. GLDRC was included in the conflicts search on a precautionary basis because Section 14.3 of the Master Supply Agreement between Nexford and Cardinal Peak contains a mandatory pre-litig

IV. Conflicts Database Search Methodology The conflicts clearance process was conducted in accordance with the procedures set forth in the Firm's Standard Intake and Conflicts Procedures Manual (revised January 2022) and in compliance with the Firm's obligations under the Illinois Rules of Professional Conduct. The specific methodology employed is described below. System Used: The primary search was conducted using C

V. Results of Conflict Search The results of the conflicts search are organized below by category, corresponding to the parties, entities, and individuals identified in Section III of this memorandum. A. Nexford Industrial Holdings Inc. Nexford Industrial Holdings Inc.: No prior or current representation of Nexford Industrial Holdings Inc. was identified in the Firm's conflicts database. Nexford has never been a clie

VI. Analysis Based on the comprehensive search results set forth in Section V above, the Firm's Conflicts Department and the undersigned Billing Partner have conducted the following analysis under the applicable provisions of the Illinois Rules of Professional Conduct. Rule 1.7 — Conflict of Interest: Current Clients. Rule 1.7(a) provides that a lawyer shall not represent a client if the representation involves a con

VII. Conclusion and Clearance CONFLICTS CLEARANCE: GRANTED Based on the foregoing search results and analysis, conflicts clearance is hereby granted for the proposed engagement of Calderwood & Harkness LLP to represent Nexford Industrial Holdings Inc. as defense litigation counsel in Cardinal Peak Industries v. Nexford Industrial Holdings Inc., Circuit Court of Cook County, Illinois, County Department, Law Division,

VIII. Approvals The following approvals and acknowledgments are required to complete the conflicts clearance process for Matter No. 1005-00005: Conflicts Department Clearance: CALDERWOOD & HARKNESS LLP — CONFLICTS DEPARTMENT By: ________ Name: Rachel Ito Title: Conflicts Analyst Date: August 21, 2022 Clearance Status: CLEARED Supervising Partner Approval: By: ________ Name: Douglas Carmichael Title: Billing Partner,

IX. Distribution This memorandum is classified as Privileged and Confidential — Attorney Work Product and is intended solely for internal use within Calderwood & Harkness LLP. It contains confidential information regarding the Firm's client relationships, conflicts screening processes, and internal deliberations, all of which are protected by the attorney work product doctrine and, to the extent applicable, the attor