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MEMORANDUM — PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT

CALDERWOOD & HARKNESS LLP Internal Conflicts Clearance

TO: Douglas Fairchild, Responsible Partner, Real Estate Department (Chicago)

FROM: Office of the General Counsel, Conflicts Department

DATE: April 20, 2022

RE: Conflicts Clearance — Proposed New Matter: Insurance Tower Review for Nexford Industrial Holdings Inc.

PROPOSED MATTER NUMBER: 1005-00003

REQUESTING ATTORNEY: Douglas Fairchild

BILLING PARTNER: Angela Fontaine (Code: AFO-7724)

PRIORITY: Standard — Pre-Engagement Clearance Required Before Execution of Engagement Letter

Section 1: Summary of Clearance Determination

RESULT: CLEARED — NO CONFLICTS IDENTIFIED

This conflicts check was completed on April 20, 2022, in connection with the proposed engagement of Calderwood & Harkness LLP ("C&H" or the "Firm") by Nexford Industrial Holdings Inc. ("Nexford" or the "Client") to conduct a comprehensive review of the Client's Directors & Officers ("D&O") liability insurance tower and product-liability ("PL") insurance tower for the 2022-2023 renewal cycle. The engagement request was submitted by Douglas Fairchild, Responsible Partner, Real Estate Department, Chicago office, on April 18, 2022, and was received by the Conflicts Department on the same date.

The proposed engagement involves a thorough review and analysis of all existing policy wordings across both the D&O and product-liability towers, a gap analysis to identify potential coverage deficiencies and areas of exposure, a comparative wording analysis against current market benchmarks and best-in-class policy forms, and advisory support in connection with the upcoming renewal negotiations for the 2022-2023 policy year. The engagement is non-adversarial in nature. C&H will not be initiating, defending, or participating in any coverage litigation, arbitration, or dispute resolution proceeding against any insurance carrier in connection with this matter. The work is purely advisory and analytical.

The Conflicts Department conducted a comprehensive search of all relevant entities, affiliates, individuals, insurance carriers, and related parties, as described in detail below. No current or former adverse representations were identified against the Client, its parent or affiliated entities, its majority equity owner (Veltrano Capital Partners Fund IV, LP), or any incumbent insurance carrier in the D&O or product-liability towers under review. Additionally, no imputed conflicts were identified through the Firm's lateral hire disclosure files.

Based on the foregoing, this matter is cleared for engagement. The engagement letter may be executed, and work may commence upon completion of all standard new matter intake procedures.

Section 2: Scope of Conflicts Search

The following summarizes the scope, methodology, and parameters of the conflicts search conducted in connection with this proposed engagement:

Date search initiated: April 19, 2022

Date search completed: April 20, 2022

Databases searched: The Conflicts Department conducted searches across the following systems and records:

(a) C&H Conflicts Database (IntakeTrack) — the Firm's centralized conflicts and client/matter management system, which contains records of all current and historical client relationships, adverse party designations, and matter-level data across all offices;

(b) New York office matter management system — supplemental matter records and billing system data maintained by the New York office;

(c) Chicago office matter management system — supplemental matter records and billing system data maintained by the Chicago office;

(d) Lateral hire disclosure files — conflict disclosures submitted by all lateral attorneys upon joining the Firm, including prior client representations, adverse party histories, and personal conflict disclosures, as maintained by the Firm's Office of the General Counsel.

Search parameters: The search was conducted using the full legal name of each entity identified below, together with all known short names, trade names, "doing business as" names, and name variants. For corporate entities where Employer Identification Numbers ("EINs") were available, EIN-based cross-references were also conducted. Individual name searches included known name variants, maiden names where applicable, and known corporate affiliations and board memberships reflected in the Firm's database. The search encompassed all current open matters, all historically closed matters, all prospective/declined matters, and all lateral hire disclosures.

Search conducted by: Maria C. Espinoza, Conflicts Analyst, Office of the General Counsel, Calderwood & Harkness LLP

Reviewed and approved by: Thomas R. Weatherington, Deputy General Counsel, Conflicts, Calderwood & Harkness LLP

The Conflicts Department notes that the search was conducted with standard thoroughness consistent with the Firm's conflicts policies and procedures as set forth in the C&H Conflicts Manual (revised January 2022). The search was not limited to any particular practice area, office, or time period.

Section 3: Entities Searched

The following entities, persons, and organizations were identified as relevant to the proposed engagement and were included in the conflicts search. The entities are organized by category for ease of reference.

3.1 Client and Client Affiliates

The proposed client and its known subsidiaries and operating affiliates are as follows:

The foregoing subsidiaries were identified based on information provided by the requesting attorney and confirmed through publicly available corporate records. The Client's insurance towers are understood to cover the named insureds listed above, including Nexford Industrial Holdings Inc. as the first named insured and the subsidiary entities as additional named insureds or scheduled entities under the applicable policies. If additional subsidiaries or affiliates are identified during the course of the engagement that were not included in this search, a supplemental conflicts check must be submitted prior to the inclusion of such entities within the scope of the Firm's advisory work.

3.2 Majority Owner / Sponsor

The Client's majority equity holder and its general partner entity are as follows:

The Conflicts Department notes that Veltrano Capital Partners Fund IV, LP is the controlling equity holder of Nexford and, as such, is a related entity whose interests are aligned with those of the Client. Although Veltrano is not the proposed client in this matter, its status as majority owner necessitates inclusion in the conflicts search to ensure that no adverse representations exist that could create an indirect conflict or impair the Firm's ability to serve the Client's interests.

3.3 D&O Tower — Incumbent Insurance Carriers (2021-2022 Policy Year)

The following insurance carriers are understood to constitute the Client's current D&O liability insurance tower for the 2021-2022 policy year. These carriers' policies will be the subject of the Firm's review and analysis in the proposed engagement:

The D&O tower as described provides aggregate limits of $55 million, inclusive of the $15 million Side-A Difference in Conditions ("DIC") policy issued by Harrington Specialty Insurance Co. The Side-A DIC policy provides dedicated coverage for non-indemnifiable loss to individual directors and officers and is structured to respond independently of the primary and excess tower.

3.4 Product-Liability Tower — Incumbent Insurance Carriers (2021-2022 Policy Year)

The following insurance carriers are understood to constitute the Client's current product-liability / general liability insurance tower for the 2021-2022 policy year:

The product-liability tower as described provides total limits of $75 million in the aggregate, inclusive of the primary layer. The inclusion of Cornerstone Reinsurance Corp. reflects the reinsurance participation in the second excess layer; the Conflicts Department notes that while Cornerstone is structured as a reinsurance company, its participation in this tower appears to be on a direct excess basis (i.e., as a direct issuer of an excess policy to the insured rather than as a reinsurer of a ceding company), based on preliminary information provided by the requesting attorney.

3.5 Other Related Parties Searched

The following entities were identified as parties with a material relationship to the Client or to the proposed engagement and were included in the conflicts search:

The inclusion of these entities reflects the Firm's standard practice of searching all parties reasonably expected to have a material involvement in or connection to the proposed engagement. Ashford Breckinridge LLP, as the broker of record, will serve as a collaborative counterpart in the engagement, facilitating access to policy documents, carrier communications, and market intelligence. Kessler Quinn Advisory Group, as the sponsor-level insurance consultant, may participate in certain aspects of the tower review at the direction of Veltrano Capital Partners. Hollander Byrne & Strauss LLP, as Nexford's outside litigation counsel in pending product-liability matters, will need to coordinate with C&H regarding the interplay between pending claims and coverage under the product-liability tower.

3.6 Key Individuals Searched

The following individuals were identified as key persons connected to the Client, the Client's affiliates, or the related parties described above, and were included in the individual name search:

• Gerald "Gerry" Whitcomb — Chairman of the Board of Directors, Nexford Industrial Holdings Inc.

• Sandra Elliston — Chief Executive Officer, Nexford Industrial Holdings Inc.

• Marcus Delacroix — Chief Financial Officer, Nexford Industrial Holdings Inc.

• Priya Sundaram — General Counsel & Corporate Secretary, Nexford Industrial Holdings Inc.

• Trevor Haines — Vice President, Risk Management, Nexford Industrial Holdings Inc.

• Donna Kowalski — Director of Insurance and Claims, Nexford Industrial Holdings Inc.

• Jonathan Veltrano — Founding Managing Partner, Veltrano Capital Partners, LLC

• Celeste Brogan — Partner, Portfolio Operations, Veltrano Capital Partners, LLC; Board Observer, Nexford Industrial Holdings Inc.

• Phillip Garza — Senior Vice President, Executive Risk Practice, Ashford Breckinridge LLP

• Tamara Fisk — Account Executive, Ashford Breckinridge LLP

• Catherine Byrne — Partner, Hollander Byrne & Strauss LLP

• Rafael Mendez — Senior Associate, Hollander Byrne & Strauss LLP

• Arthur Kessler — Managing Director, Kessler Quinn Advisory Group

• Diana Cho — Vice President, Actuarial Services, Kessler Quinn Advisory Group

The individual search was conducted using personal name variants, known current and former affiliations, and board memberships where such information was available in the Firm's IntakeTrack database and lateral hire disclosure files. The search encompassed all current and historical matter records and adverse party designations associated with each named individual.

Section 4: Search Results — Client and Client Affiliates

The results of the conflicts search with respect to the Client and its affiliated entities are as follows:

Nexford Industrial Holdings Inc.: Nexford is an existing C&H client. The Firm has a standing outside counsel agreement with Nexford, dated January 15, 2020 (the "Standing OCA"), pursuant to which C&H has provided corporate and transactional advisory services to Nexford on prior matters. The existing client relationship is documented in the Firm's IntakeTrack system, and all prior Nexford matters have been properly opened and maintained in accordance with the Firm's intake procedures. No adverse representations against Nexford Industrial Holdings Inc. were identified in any current or historical matter record, in any lateral hire disclosure file, or in any other conflicts database searched. The proposed Insurance Tower Review engagement is consistent with the existing client relationship and falls within the scope of advisory services contemplated by the Standing OCA, although a matter-specific engagement letter will be required given the distinct nature and scope of the work.

Nexford Conveyor Systems, LLC: No adverse representations were identified against Nexford Conveyor Systems, LLC. This entity is a wholly-owned subsidiary of Nexford Industrial Holdings Inc. and is organized under the laws of the State of Delaware, with its principal operating facility located at 4500 Industrial Parkway, Joliet, Illinois 60436. The Conflicts Department notes that Nexford Conveyor Systems, LLC is currently named as a defendant in pending litigation captioned Higgins v. Nexford Conveyor Systems, LLC et al., Case No. 2021-L-04382, Circuit Court of Will County, Illinois. C&H is not counsel of record in that matter; Hollander Byrne & Strauss LLP serves as Nexford's litigation counsel in the Higgins action. The Firm has no involvement in the Higgins litigation, and the proposed Insurance Tower Review engagement does not involve representation of any party adverse to Nexford Conveyor Systems, LLC. Accordingly, no conflict is identified. Cleared.

Triton Fastener Corp.: No adverse representations were identified against Triton Fastener Corp. This entity is a wholly-owned subsidiary of Nexford Industrial Holdings Inc. and is organized under the laws of the State of Illinois, with its principal operating facility located at 1010 Whitman Avenue, Rockford, Illinois 61101. The Conflicts Department notes that Triton Fastener Corp. is currently named as a defendant in pending litigation captioned Consolidated Builders Supply Co. v. Triton Fastener Corp., Case No. 1:21-cv-08914, United States District Court for the Northern District of Illinois. C&H is not counsel of record in that matter; Hollander Byrne & Strauss LLP serves as litigation counsel for Triton Fastener Corp. in the Consolidated Builders Supply action. The Firm has no involvement in that litigation, and the proposed engagement does not involve any adverse posture with respect to Triton Fastener Corp. No conflict is identified. Cleared.

Marlowe Asset Management Precision Machining, Inc.: No adverse representations were identified against Marlowe Asset Management Precision Machining, Inc. This entity is a wholly-owned subsidiary of Nexford Industrial Holdings Inc. and is organized under the laws of the State of Ohio, with its principal operating facility located at 775 Summit Industrial Boulevard, Akron, Ohio 44311. No current or prior C&H matters involving this entity were identified in any database searched. No conflict is identified. Cleared.

Section 5: Search Results — Majority Owner / Sponsor

The results of the conflicts search with respect to the Client's majority equity owner and its general partner entity are as follows:

Veltrano Capital Partners Fund IV, LP: No adverse representations were identified against Veltrano Capital Partners Fund IV, LP. The Firm does not currently represent Veltrano Capital Partners Fund IV, LP, or any other fund managed by Veltrano Capital Partners, LLC, in any capacity. A search of the Firm's lateral hire disclosure files confirmed that no current C&H attorney has disclosed any prior adverse representation against Veltrano Capital Partners Fund IV, LP, or any Veltrano-affiliated entity. No conflict is identified. Cleared.

Veltrano Capital Partners, LLC (General Partner): No adverse representations were identified against Veltrano Capital Partners, LLC. The Firm does not currently represent and has not previously represented Veltrano Capital Partners, LLC, in any capacity. No current C&H attorney has disclosed any prior adverse representation against this entity. No conflict is identified. Cleared.

The Conflicts Department notes, for background purposes, that Veltrano Capital Partners Fund IV, LP acquired Nexford Industrial Holdings Inc. in a leveraged buyout transaction that closed on June 15, 2018, at a reported enterprise value of approximately $2.1 billion. As of the date of this memorandum, Fund IV holds approximately 68.5% of the equity of Nexford; management rollover equity comprises approximately 19.3%; and co-investors (including limited partners participating through co-investment vehicles) hold approximately 12.2%. This ownership structure was provided by the requesting attorney and has been incorporated into the conflicts analysis to ensure comprehensive coverage of potentially related parties. The Firm's prior engagement by Nexford under the Standing OCA predates the current conflicts search but postdates the Veltrano acquisition, and no conflicts were identified at the time of the original engagement or at any subsequent matter opening.

Section 6: Search Results — D&O Tower Carriers

The results of the conflicts search with respect to the incumbent insurance carriers in the Client's D&O liability insurance tower are as follows:

Vandermeer National Insurance Company: No current adverse representations were identified against Vandermeer National Insurance Company. The Conflicts Department notes that C&H has represented Vandermeer National in two prior transactional matters, both of which are now closed. These matters involved corporate transactional advisory work unrelated to insurance coverage, policy interpretation, or claims handling. Neither prior representation involved the D&O insurance product line or any matter connected to Nexford Industrial Holdings Inc. or any of its affiliates. The proposed Insurance Tower Review engagement does not involve litigation against Vandermeer National, nor does it involve any adversarial proceeding or coverage dispute with Vandermeer National. The engagement involves the review and analysis of Vandermeer National's policy wording as part of a broader advisory exercise for the benefit of the Client. In the event that a coverage dispute were to arise under the Vandermeer National primary D&O policy in the future, a supplemental conflicts analysis would be required before C&H could undertake representation in any such dispute. Based on the current, non-adversarial scope of the proposed engagement, no conflict is identified. Cleared.

Commonwealth Indemnity Group: No current or prior C&H representations involving Commonwealth Indemnity Group were identified. The Firm has not represented Commonwealth Indemnity Group in any capacity, and no C&H attorney has been adverse to Commonwealth Indemnity Group in any matter reflected in the Firm's databases. No adverse representations were identified. No conflict is identified. Cleared.

Graystone Mutual Assurance Co.: No current or prior C&H representations involving Graystone Mutual Assurance Co. were identified. The Firm has not represented Graystone Mutual Assurance Co. in any capacity, and no C&H attorney has been adverse to Graystone Mutual Assurance Co. in any matter reflected in the Firm's databases. No adverse representations were identified. No conflict is identified. Cleared.

Pinnacle Re Insurance Ltd.: No current or prior C&H representations involving Pinnacle Re Insurance Ltd. were identified. The Firm has not represented Pinnacle Re Insurance Ltd. in any capacity, and no C&H attorney has been adverse to Pinnacle Re Insurance Ltd. in any matter reflected in the Firm's databases. The Conflicts Department notes that Pinnacle Re Insurance Ltd. is a Bermuda-domiciled entity, and the search was extended to include the Firm's international conflicts database to ensure comprehensive coverage of any cross-border representations or adverse matters. No adverse representations were identified through any database searched. No conflict is identified. Cleared.

Harrington Specialty Insurance Co.: No current adverse representations were identified against Harrington Specialty Insurance Co. The Conflicts Department notes that C&H represented a different policyholder (unrelated to Nexford or any Nexford affiliate) in a coverage dispute against Harrington Specialty Insurance Co. in 2019. That matter was assigned Matter Number 1005-00003 and involved a dispute over coverage under a cyber-liability insurance policy. The matter was closed in March 2020, and all Firm obligations under the engagement were fully discharged at that time. The subject matter of the prior adverse representation (cyber-liability insurance coverage) is entirely unrelated to D&O liability insurance or Side-A DIC coverage, which are the policy types at issue in the proposed Nexford engagement. Furthermore, the proposed Nexford engagement does not involve any adversarial proceeding or coverage dispute against Harrington Specialty Insurance Co.; it involves the review and analysis of Harrington's Side-A DIC policy wording as part of a non-adversarial advisory exercise. There are no ongoing duties, obligations, or restrictions arising from the closed Matter 1005-00003 that would preclude or limit the Firm's ability to review or analyze Harrington policy wordings on behalf of a different client. No conflict is identified. Cleared.

Section 7: Search Results — Product-Liability Tower Carriers

The results of the conflicts search with respect to the incumbent insurance carriers in the Client's product-liability / general liability insurance tower are as follows:

Midland Casualty & Surety Company: No current or prior C&H representations involving Midland Casualty & Surety Company were identified. The Firm has not represented Midland Casualty & Surety Company in any capacity, and no C&H attorney has been adverse to Midland Casualty & Surety Company in any matter reflected in the Firm's databases. No adverse representations were identified. No conflict is identified. Cleared.

Great Basin Insurance Company: No current or prior C&H representations involving Great Basin Insurance Company were identified. The Firm has not represented Great Basin Insurance Company in any capacity, and no C&H attorney has been adverse to Great Basin Insurance Company in any matter reflected in the Firm's databases. No adverse representations were identified. No conflict is identified. Cleared.

Cornerstone Reinsurance Corp.: No current or prior C&H representations involving Cornerstone Reinsurance Corp. were identified. The Firm has not represented Cornerstone Reinsurance Corp. in any capacity, and no C&H attorney has been adverse to Cornerstone Reinsurance Corp. in any matter reflected in the Firm's databases. No adverse representations were identified. No conflict is identified. Cleared.

Allegheny Pacific Underwriters, Inc.: No current or prior C&H representations involving Allegheny Pacific Underwriters, Inc. were identified. The Firm has not represented Allegheny Pacific Underwriters, Inc. in any capacity, and no C&H attorney has been adverse to Allegheny Pacific Underwriters, Inc. in any matter reflected in the Firm's databases. No adverse representations were identified. No conflict is identified. Cleared.

The Conflicts Department confirms that all four carriers in the product-liability tower have been fully cleared, and no conflicts, potential conflicts, or prior representations of any kind were identified with respect to any of these entities.

Section 8: Search Results — Other Related Parties

The results of the conflicts search with respect to other parties related to the proposed engagement are as follows:

Ashford Breckinridge LLP (Chicago, IL): No adverse representations were identified against Ashford Breckinridge LLP. The Firm has not represented and has not been adverse to Ashford Breckinridge LLP in any current or prior matter. The Conflicts Department notes that Ashford Breckinridge LLP is the insurance broker of record for Nexford's D&O and product-liability insurance programs and, in that capacity, will serve as a collaborative counterpart in the proposed engagement. Ashford Breckinridge is expected to facilitate access to current policy forms, endorsements, carrier correspondence, loss history data, and market intelligence relevant to the renewal process. Ashford Breckinridge is not and will not be an adverse party in connection with this engagement. No conflict is identified. Cleared.

Kessler Quinn Advisory Group (Hartford, CT): No current or prior C&H matters involving Kessler Quinn Advisory Group were identified. The Firm has not represented and has not been adverse to Kessler Quinn Advisory Group in any capacity. Kessler Quinn Advisory Group is an insurance coverage consulting firm retained by Veltrano Capital Partners, LLC to provide advisory services in connection with portfolio company insurance programs, including Nexford's programs. Kessler Quinn's involvement in the proposed engagement, if any, will be at the direction of Veltrano Capital Partners and is expected to be cooperative in nature. No conflict is identified. Cleared.

Hollander Byrne & Strauss LLP (Chicago, IL): No adverse representations were identified against Hollander Byrne & Strauss LLP. The Firm has not represented and has not been adverse to Hollander Byrne & Strauss LLP in any current or prior matter. Hollander Byrne & Strauss LLP ("HBS") serves as outside litigation counsel to Nexford Industrial Holdings Inc. and its subsidiaries in pending product-liability litigation, including the Higgins v. Nexford Conveyor Systems, LLC et al. matter (Case No. 2021-L-04382, Circuit Court of Will County, Illinois) and the Consolidated Builders Supply Co. v. Triton Fastener Corp. matter (Case No. 1:21-cv-08914, U.S. District Court for the Northern District of Illinois). The proposed Insurance Tower Review engagement will require coordination with HBS regarding coverage for pending claims, as the product-liability tower review necessarily involves an assessment of how current and potential claims interact with existing coverage. The relationship between C&H and HBS in this context is cooperative and non-adversarial; both firms serve as outside counsel to the same client in complementary capacities. No conflict is identified. Cleared.

Broadleaf Capital Markets, LLC (New York, NY): No current adverse representations were identified against Broadleaf Capital Markets, LLC. The Conflicts Department notes that C&H previously represented Broadleaf Capital Markets, LLC as lender's counsel on one prior, unrelated transaction (Matter Number 1005-00003, now closed). That prior representation involved a financing transaction unrelated to Nexford, its affiliates, or the insurance industry. The proposed Nexford engagement does not involve any matter adverse to Broadleaf Capital Markets, LLC. Broadleaf's role as administrative agent for Nexford's senior secured credit facility is noted for informational purposes; the insurance tower review engagement does not involve the Client's credit facility or any interaction with Broadleaf in its capacity as administrative agent. No conflict is identified. Cleared.

Pemberton & Associates CPAs, LLP (Chicago, IL): No current or prior C&H matters involving Pemberton & Associates CPAs, LLP were identified. The Firm has not represented and has not been adverse to Pemberton & Associates CPAs, LLP in any capacity. Pemberton & Associates serves as the independent auditor of Nexford Industrial Holdings Inc. and is included in this search for completeness. No conflict is identified. Cleared.

Section 9: Search Results — Key Individuals

The Conflicts Department conducted individual name searches for all fourteen (14) key individuals identified in Section 3.6 of this memorandum. The results are as follows:

Searches of all named individuals — Gerald "Gerry" Whitcomb, Sandra Elliston, Marcus Delacroix, Priya Sundaram, Trevor Haines, Donna Kowalski, Jonathan Veltrano, Celeste Brogan, Phillip Garza, Tamara Fisk, Catherine Byrne, Rafael Mendez, Arthur Kessler, and Diana Cho — returned no adverse representations in any database searched.

The individual name search included personal name variants (including shortened forms, nicknames, and alternate spellings), known current and former corporate affiliations, and board memberships where such information was available in the Firm's IntakeTrack database and lateral hire disclosure files. No individual identified in the search was found to be a party, named person, or key individual in any current or historical matter in which C&H represented an adverse party, or in any matter that could give rise to a conflict of interest in connection with the proposed engagement.

All fourteen (14) individuals are cleared.

Section 10: Nature of Proposed Engagement — Conflict Risk Assessment

The Conflicts Department has assessed the nature of the proposed engagement for purposes of evaluating the overall conflict risk profile associated with this matter. The following analysis is provided for the record:

Nature of the Engagement. The proposed engagement is an insurance policy review and advisory matter. It is non-adversarial and non-litigation in character. C&H will not be initiating or defending any claims, filing any pleadings, or participating in any arbitration, mediation, or other dispute resolution proceeding in connection with this engagement. The Firm's work will consist of the following activities:

(a) Reviewing and analyzing the policy wordings for all layers of the Client's D&O liability insurance tower and product-liability insurance tower, including all primary, excess, and Side-A DIC policies;

(b) Identifying coverage gaps, ambiguities, exclusions, and areas of potential exposure across both towers;

(c) Comparing carrier terms and policy wordings against current market benchmarks, standard form policy language, and best-in-class provisions available in the current insurance market;

(d) Advising the Client's risk management team and the broker of record (Ashford Breckinridge LLP) on renewal negotiation strategy, including recommended wording improvements, limit adequacy, carrier selection considerations, and program structure optimization for the 2022-2023 policy year.

Adversarial Posture. C&H will not be bringing or defending claims against any insurance carrier in connection with this engagement. The engagement involves analysis, evaluation, and advisory recommendations directed to the Client. While the Firm's work product may inform the Client's negotiating positions with incumbent carriers during the renewal process, the Firm's role is advisory, and the renewal negotiations will be conducted by the broker of record (Ashford Breckinridge LLP) on behalf of the Client. The Firm may participate in renewal strategy discussions and may provide markup or commentary on proposed policy wordings presented by carriers, but such activities are standard advisory functions that do not create an adversarial relationship with any carrier.

Risk of Future Conflict. The overall risk of future conflict arising from this engagement is assessed as Low. However, the Conflicts Department notes that if coverage litigation were to arise under any of the policies reviewed in connection with this engagement — whether initiated by the Client against a carrier for wrongful denial of coverage or by a carrier seeking a declaratory judgment of non-coverage — C&H should conduct a supplemental conflicts check before undertaking representation in any such litigation. A supplemental check would be necessary to evaluate whether the Firm's advisory work in this engagement, including its review and analysis of policy wordings and identification of coverage positions, could create a conflict or other ethical issue in the context of adversarial coverage proceedings. The requesting attorney and billing partner are advised to alert the Conflicts Department promptly if the scope of the engagement changes from advisory to adversarial in any respect.

Proposed Staffing. The following attorneys have been identified as the proposed staffing team for this engagement:

• Douglas Fairchild — Responsible Partner, Real Estate Department, Chicago office

• Angela Fontaine — Billing Partner, Real Estate Department, Chicago office (Billing Code: AFO-7724)

• Naomi Petersen — Lead Associate, M&A Department, New York office

• Yuki Nakamura — Working Associate, Litigation (General) Department, Chicago office

Staffing Conflicts. The Conflicts Department has reviewed the individual conflict profiles of all four proposed staffing attorneys. No staffing conflicts were identified. None of the assigned attorneys has a personal conflict, prior adverse representation, or other disqualifying relationship with any entity or individual identified in the search. All proposed staffing attorneys are cleared to work on this matter.

Section 11: Prior Representation Notes

The conflicts search identified three prior or closed C&H matters that touch upon entities included in the current search. These matters are summarized below for completeness and transparency. As discussed in the relevant sections above, none of these prior matters creates a current conflict or requires client consent, waiver, or ethical screening.

1. C&H Prior Representation of Vandermeer National Insurance Company (Two Closed Transactional Matters)

The Firm previously represented Vandermeer National Insurance Company in two transactional advisory matters. Both matters are closed. Both matters involved corporate transactional work unrelated to insurance coverage, policy interpretation, or claims handling, and neither matter involved Nexford Industrial Holdings Inc. or any of its affiliates. The proposed Nexford engagement is non-adversarial with respect to Vandermeer National and involves the review and analysis of Vandermeer National's D&O primary policy wording as part of a broader advisory exercise. No current conflict exists. No consent or waiver is required.

2. C&H Prior Adverse Representation Against Harrington Specialty Insurance Co. (Matter 1005-00003, Closed March 2020)

The Firm represented a different policyholder (unrelated to Nexford) in a coverage dispute against Harrington Specialty Insurance Co. in 2019. The matter was assigned Matter Number 1005-00003 and involved a dispute over coverage under a cyber-liability insurance policy. The matter was closed in March 2020, and all Firm obligations under the engagement were fully discharged at that time. The subject matter of the prior adverse representation (cyber-liability insurance) is entirely unrelated to D&O liability insurance or Side-A DIC coverage. The proposed Nexford engagement does not involve any adversarial proceeding or coverage dispute against Harrington Specialty Insurance Co. No ongoing duties, obligations, or restrictions arise from the closed matter. No current conflict exists. No consent or waiver is required.

3. C&H Prior Representation of Broadleaf Capital Markets, LLC as Lender's Counsel (Matter 1005-00003, Closed)

The Firm previously represented Broadleaf Capital Markets, LLC as lender's counsel on one prior, unrelated financing transaction. The matter was assigned Matter Number 1005-00003 and is now closed. That prior representation was unrelated to Nexford, its affiliates, the insurance industry, or any subject matter connected to the proposed engagement. The proposed Nexford engagement does not involve any matter adverse to Broadleaf Capital Markets, LLC. No current conflict exists. No consent or waiver is required.

The Conflicts Department confirms that the three prior matters described above have been fully analyzed and that none presents a current conflict of interest, a potential conflict of interest, or a basis for requiring client consent, waiver, or ethical screening in connection with the proposed engagement.

Section 12: Conclusion and Clearance

DETERMINATION: CLEARED — NO CONFLICTS

The Conflicts Department has completed its review of all entities and individuals identified in connection with the proposed engagement of Calderwood & Harkness LLP by Nexford Industrial Holdings Inc. for an Insurance Tower Review (Proposed Matter Number 1005-00003). The search encompassed the Client and its subsidiaries, the Client's majority equity owner and its general partner, all incumbent insurance carriers in the Client's D&O liability and product-liability insurance towers, the Client's insurance broker of record, the sponsor-level insurance consultant, the Client's outside litigation counsel, the Client's credit facility administrative agent, the Client's independent auditor, and fourteen key individuals associated with these entities.

No current adverse representations were identified against any searched entity or individual. No imputed conflicts were identified through the Firm's lateral hire disclosure files. No ethical screens are required. Three prior or closed matters touching upon searched entities were identified and analyzed; none creates a current conflict or requires consent, waiver, or screening.

The proposed engagement on behalf of Nexford Industrial Holdings Inc. (Matter 1005-00003) may proceed. The engagement letter may be executed, and work may commence upon completion of all standard new matter intake procedures, including client identification and verification, engagement letter execution, and billing arrangement confirmation.

This clearance is valid as of April 20, 2022. If the scope of the engagement materially changes — including, without limitation, any expansion of the engagement to include adversarial or litigation-related work, any identification of additional parties not included in this search, or any change in the Firm's role from advisory to advocacy — a supplemental conflicts check must be submitted to the Conflicts Department before the Firm undertakes the expanded or modified scope of work. Similarly, if new parties (including additional insurance carriers, new tower participants, or additional affiliated entities) are identified during the course of the engagement, a supplemental search request must be submitted to ensure continued clearance.

Approval and Distribution

APPROVED BY:

________________________________________

Thomas R. Weatherington Deputy General Counsel, Conflicts Calderwood & Harkness LLP

Date: April 20, 2022

Distribution:

• Douglas Fairchild, Responsible Partner — Real Estate Department, Chicago

• Angela Fontaine, Billing Partner — Real Estate Department, Chicago

• New Matter Intake — for filing with Matter 1005-00003 opening documentation

CONFIDENTIALITY NOTICE: This memorandum is an internal, privileged communication of Calderwood & Harkness LLP, prepared by and at the direction of the Office of the General Counsel in connection with the Firm's conflicts clearance process. This memorandum constitutes attorney work product and is protected by the attorney-client privilege and the work product doctrine. It is intended solely for the use of the individuals and departments identified in the distribution list above. This memorandum is not to be shared with the client, with any third party, or with any person outside the Firm without the prior written authorization of the Office of the General Counsel. Any unauthorized disclosure, reproduction, or distribution of this memorandum or its contents is strictly prohibited.

Entity	Entity Type	Jurisdiction	EIN	Role
Nexford Industrial Holdings Inc.	Corporation	Delaware (incorporated); Illinois (principal place of business — 2200 Corporate Center Drive, Suite 800, Schaumburg, IL 60173)	83-2174650	Client — Prospective
Nexford Conveyor Systems, LLC	Limited Liability Company	Delaware (formed); facility at 4500 Industrial Parkway, Joliet, IL 60436	83-2174651	Wholly-owned subsidiary of Client
Triton Fastener Corp.	Corporation	Illinois (incorporated); facility at 1010 Whitman Avenue, Rockford, IL 61101	36-4892103	Wholly-owned subsidiary of Client
Marlowe Asset Management Precision Machining, Inc.	Corporation	Ohio (incorporated); facility at 775 Summit Industrial Boulevard, Akron, OH 44311	31-1784529	Wholly-owned subsidiary of Client
Entity	Entity Type	Jurisdiction	Role
Veltrano Capital Partners Fund IV, LP	Limited Partnership	Delaware (formed)	Majority owner of Nexford Industrial Holdings Inc. (68.5% equity); private equity sponsor
Veltrano Capital Partners, LLC	Limited Liability Company (General Partner of Fund IV)	Delaware (formed); offices at 301 South Tryon Street, Suite 2800, Charlotte, NC 28202	General Partner of Veltrano Capital Partners Fund IV, LP
Carrier	Entity Type	Domicile	Layer / Role
Vandermeer National Insurance Company	Insurance Company	Connecticut	D&O Primary ($10M limit, $10M attachment)
Commonwealth Indemnity Group	Insurance Company	Pennsylvania	D&O 1st Excess ($10M xs $10M)
Graystone Mutual Assurance Co.	Mutual Insurance Company	Ohio	D&O 2nd Excess ($10M xs $20M)
Pinnacle Re Insurance Ltd.	Insurance Company	Bermuda	D&O 3rd Excess ($10M xs $30M)
Harrington Specialty Insurance Co.	Insurance Company	Delaware	Side-A DIC ($15M dedicated limit)
Carrier	Entity Type	Domicile	Layer / Role
Midland Casualty & Surety Company	Insurance Company	Illinois	Primary GL/PL ($5M per occurrence / $10M aggregate)
Great Basin Insurance Company	Insurance Company	Nevada	1st Excess/Umbrella ($25M xs $10M)
Cornerstone Reinsurance Corp.	Reinsurance Company	New York	2nd Excess ($25M xs $35M)
Allegheny Pacific Underwriters, Inc.	Insurance Company	California	3rd Excess ($15M xs $60M)
Entity / Person	Role
Ashford Breckinridge LLP (Chicago, IL)	Insurance broker of record for Nexford — D&O and PL programs
Kessler Quinn Advisory Group (Hartford, CT)	Insurance coverage consultant retained by Veltrano Capital Partners, LLC in connection with portfolio company insurance programs
Hollander Byrne & Strauss LLP (Chicago, IL)	Outside litigation counsel to Nexford in pending product-liability matters
Broadleaf Capital Markets, LLC (New York, NY)	Administrative agent for Nexford's senior secured credit facility
Pemberton & Associates CPAs, LLP (Chicago, IL)	Independent auditor of Nexford Industrial Holdings Inc.

MEMORANDUM — PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
CALDERWOOD & HARKNESS LLP Internal Conflicts Clearance
TO: Douglas Fairchild, Responsible Partner, Real Estate Department (Chicago)
FROM: Office of the General Counsel, Conflicts Department
DATE: April 20, 2022
RE: Conflicts Clearance — Proposed New Matter: Insurance Tower Review for Nexford Industrial Holdings Inc.
PROPOSED MATTER NUMBER: 1005-00003
REQUESTING ATTORNEY: Douglas Fairchild
BILLING PARTNER: Angela Fontaine (Code: AFO-7724)
PRIORITY: Standard — Pre-Engagement Clearance Required Before Execution of Engagement Letter
Section 1: Summary of Clearance Determination
RESULT: CLEARED — NO CONFLICTS IDENTIFIED
This conflicts check was completed on April 20, 2022, in connection with the proposed engagement of Calderwood & Harkness LLP ("C&H" or the "Firm") by Nexford Industrial Holdings Inc. ("Nexford" or the "Client") to conduct a comprehensive review of the Client's Directors & Officers ("D&O") liability insurance tower and product-liability ("PL") insurance tower for the 2022-2023 renewal cycle. The engagement request was submitted by Douglas Fairchild, Responsible Partner, Real Estate Department, Chicago office, on April 18, 2022, and was received by the Conflicts Department on the same date.
The proposed engagement involves a thorough review and analysis of all existing policy wordings across both the D&O and product-liability towers, a gap analysis to identify potential coverage deficiencies and areas of exposure, a comparative wording analysis against current market benchmarks and best-in-class policy forms, and advisory support in connection with the upcoming renewal negotiations for the 2022-2023 policy year. The engagement is non-adversarial in nature. C&H will not be initiating, defending, or participating in any coverage litigation, arbitration, or dispute resolution proceeding against any insurance carrier in connection with this matter. The work is purely advisory and analytical.
The Conflicts Department conducted a comprehensive search of all relevant entities, affiliates, individuals, insurance carriers, and related parties, as described in detail below. No current or former adverse representations were identified against the Client, its parent or affiliated entities, its majority equity owner (Veltrano Capital Partners Fund IV, LP), or any incumbent insurance carrier in the D&O or product-liability towers under review. Additionally, no imputed conflicts were identified through the Firm's lateral hire disclosure files.
Based on the foregoing, this matter is cleared for engagement. The engagement letter may be executed, and work may commence upon completion of all standard new matter intake procedures.
Section 2: Scope of Conflicts Search
The following summarizes the scope, methodology, and parameters of the conflicts search conducted in connection with this proposed engagement:
Date search initiated: April 19, 2022
Date search completed: April 20, 2022
Databases searched: The Conflicts Department conducted searches across the following systems and records:
(a) C&H Conflicts Database (IntakeTrack) — the Firm's centralized conflicts and client/matter management system, which contains records of all current and historical client relationships, adverse party designations, and matter-level data across all offices;
(b) New York office matter management system — supplemental matter records and billing system data maintained by the New York office;
(c) Chicago office matter management system — supplemental matter records and billing system data maintained by the Chicago office;
(d) Lateral hire disclosure files — conflict disclosures submitted by all lateral attorneys upon joining the Firm, including prior client representations, adverse party histories, and personal conflict disclosures, as maintained by the Firm's Office of the General Counsel.
Search parameters: The search was conducted using the full legal name of each entity identified below, together with all known short names, trade names, "doing business as" names, and name variants. For corporate entities where Employer Identification Numbers ("EINs") were available, EIN-based cross-references were also conducted. Individual name searches included known name variants, maiden names where applicable, and known corporate affiliations and board memberships reflected in the Firm's database. The search encompassed all current open matters, all historically closed matters, all prospective/declined matters, and all lateral hire disclosures.
Search conducted by: Maria C. Espinoza, Conflicts Analyst, Office of the General Counsel, Calderwood & Harkness LLP
Reviewed and approved by: Thomas R. Weatherington, Deputy General Counsel, Conflicts, Calderwood & Harkness LLP
The Conflicts Department notes that the search was conducted with standard thoroughness consistent with the Firm's conflicts policies and procedures as set forth in the C&H Conflicts Manual (revised January 2022). The search was not limited to any particular practice area, office, or time period.
Section 3: Entities Searched
The following entities, persons, and organizations were identified as relevant to the proposed engagement and were included in the conflicts search. The entities are organized by category for ease of reference.
3.1 Client and Client Affiliates
The proposed client and its known subsidiaries and operating affiliates are as follows:
The foregoing subsidiaries were identified based on information provided by the requesting attorney and confirmed through publicly available corporate records. The Client's insurance towers are understood to cover the named insureds listed above, including Nexford Industrial Holdings Inc. as the first named insured and the subsidiary entities as additional named insureds or scheduled entities under the applicable policies. If additional subsidiaries or affiliates are identified during the course of the engagement that were not included in this search, a supplemental conflicts check must be submitted prior to the inclusion of such entities within the scope of the Firm's advisory work.
3.2 Majority Owner / Sponsor
The Client's majority equity holder and its general partner entity are as follows:
The Conflicts Department notes that Veltrano Capital Partners Fund IV, LP is the controlling equity holder of Nexford and, as such, is a related entity whose interests are aligned with those of the Client. Although Veltrano is not the proposed client in this matter, its status as majority owner necessitates inclusion in the conflicts search to ensure that no adverse representations exist that could create an indirect conflict or impair the Firm's ability to serve the Client's interests.
3.3 D&O Tower — Incumbent Insurance Carriers (2021-2022 Policy Year)
The following insurance carriers are understood to constitute the Client's current D&O liability insurance tower for the 2021-2022 policy year. These carriers' policies will be the subject of the Firm's review and analysis in the proposed engagement:
The D&O tower as described provides aggregate limits of $55 million, inclusive of the $15 million Side-A Difference in Conditions ("DIC") policy issued by Harrington Specialty Insurance Co. The Side-A DIC policy provides dedicated coverage for non-indemnifiable loss to individual directors and officers and is structured to respond independently of the primary and excess tower.
3.4 Product-Liability Tower — Incumbent Insurance Carriers (2021-2022 Policy Year)
The following insurance carriers are understood to constitute the Client's current product-liability / general liability insurance tower for the 2021-2022 policy year:
The product-liability tower as described provides total limits of $75 million in the aggregate, inclusive of the primary layer. The inclusion of Cornerstone Reinsurance Corp. reflects the reinsurance participation in the second excess layer; the Conflicts Department notes that while Cornerstone is structured as a reinsurance company, its participation in this tower appears to be on a direct excess basis (i.e., as a direct issuer of an excess policy to the insured rather than as a reinsurer of a ceding company), based on preliminary information provided by the requesting attorney.
3.5 Other Related Parties Searched
The following entities were identified as parties with a material relationship to the Client or to the proposed engagement and were included in the conflicts search:
The inclusion of these entities reflects the Firm's standard practice of searching all parties reasonably expected to have a material involvement in or connection to the proposed engagement. Ashford Breckinridge LLP, as the broker of record, will serve as a collaborative counterpart in the engagement, facilitating access to policy documents, carrier communications, and market intelligence. Kessler Quinn Advisory Group, as the sponsor-level insurance consultant, may participate in certain aspects of the tower review at the direction of Veltrano Capital Partners. Hollander Byrne & Strauss LLP, as Nexford's outside litigation counsel in pending product-liability matters, will need to coordinate with C&H regarding the interplay between pending claims and coverage under the product-liability tower.
3.6 Key Individuals Searched
The following individuals were identified as key persons connected to the Client, the Client's affiliates, or the related parties described above, and were included in the individual name search:
•  Gerald "Gerry" Whitcomb — Chairman of the Board of Directors, Nexford Industrial Holdings Inc.
•  Sandra Elliston — Chief Executive Officer, Nexford Industrial Holdings Inc.
•  Marcus Delacroix — Chief Financial Officer, Nexford Industrial Holdings Inc.
•  Priya Sundaram — General Counsel & Corporate Secretary, Nexford Industrial Holdings Inc.
•  Trevor Haines — Vice President, Risk Management, Nexford Industrial Holdings Inc.
•  Donna Kowalski — Director of Insurance and Claims, Nexford Industrial Holdings Inc.
•  Jonathan Veltrano — Founding Managing Partner, Veltrano Capital Partners, LLC
•  Celeste Brogan — Partner, Portfolio Operations, Veltrano Capital Partners, LLC; Board Observer, Nexford Industrial Holdings Inc.
•  Phillip Garza — Senior Vice President, Executive Risk Practice, Ashford Breckinridge LLP
•  Tamara Fisk — Account Executive, Ashford Breckinridge LLP
•  Catherine Byrne — Partner, Hollander Byrne & Strauss LLP
•  Rafael Mendez — Senior Associate, Hollander Byrne & Strauss LLP
•  Arthur Kessler — Managing Director, Kessler Quinn Advisory Group
•  Diana Cho — Vice President, Actuarial Services, Kessler Quinn Advisory Group
The individual search was conducted using personal name variants, known current and former affiliations, and board memberships where such information was available in the Firm's IntakeTrack database and lateral hire disclosure files. The search encompassed all current and historical matter records and adverse party designations associated with each named individual.
Section 4: Search Results — Client and Client Affiliates
The results of the conflicts search with respect to the Client and its affiliated entities are as follows:
Nexford Industrial Holdings Inc.: Nexford is an existing C&H client. The Firm has a standing outside counsel agreement with Nexford, dated January 15, 2020 (the "Standing OCA"), pursuant to which C&H has provided corporate and transactional advisory services to Nexford on prior matters. The existing client relationship is documented in the Firm's IntakeTrack system, and all prior Nexford matters have been properly opened and maintained in accordance with the Firm's intake procedures. No adverse representations against Nexford Industrial Holdings Inc. were identified in any current or historical matter record, in any lateral hire disclosure file, or in any other conflicts database searched. The proposed Insurance Tower Review engagement is consistent with the existing client relationship and falls within the scope of advisory services contemplated by the Standing OCA, although a matter-specific engagement letter will be required given the distinct nature and scope of the work.
Nexford Conveyor Systems, LLC: No adverse representations were identified against Nexford Conveyor Systems, LLC. This entity is a wholly-owned subsidiary of Nexford Industrial Holdings Inc. and is organized under the laws of the State of Delaware, with its principal operating facility located at 4500 Industrial Parkway, Joliet, Illinois 60436. The Conflicts Department notes that Nexford Conveyor Systems, LLC is currently named as a defendant in pending litigation captioned Higgins v. Nexford Conveyor Systems, LLC et al., Case No. 2021-L-04382, Circuit Court of Will County, Illinois. C&H is not counsel of record in that matter; Hollander Byrne & Strauss LLP serves as Nexford's litigation counsel in the Higgins action. The Firm has no involvement in the Higgins litigation, and the proposed Insurance Tower Review engagement does not involve representation of any party adverse to Nexford Conveyor Systems, LLC. Accordingly, no conflict is identified. Cleared.
Triton Fastener Corp.: No adverse representations were identified against Triton Fastener Corp. This entity is a wholly-owned subsidiary of Nexford Industrial Holdings Inc. and is organized under the laws of the State of Illinois, with its principal operating facility located at 1010 Whitman Avenue, Rockford, Illinois 61101. The Conflicts Department notes that Triton Fastener Corp. is currently named as a defendant in pending litigation captioned Consolidated Builders Supply Co. v. Triton Fastener Corp., Case No. 1:21-cv-08914, United States District Court for the Northern District of Illinois. C&H is not counsel of record in that matter; Hollander Byrne & Strauss LLP serves as litigation counsel for Triton Fastener Corp. in the Consolidated Builders Supply action. The Firm has no involvement in that litigation, and the proposed engagement does not involve any adverse posture with respect to Triton Fastener Corp. No conflict is identified. Cleared.
Marlowe Asset Management Precision Machining, Inc.: No adverse representations were identified against Marlowe Asset Management Precision Machining, Inc. This entity is a wholly-owned subsidiary of Nexford Industrial Holdings Inc. and is organized under the laws of the State of Ohio, with its principal operating facility located at 775 Summit Industrial Boulevard, Akron, Ohio 44311. No current or prior C&H matters involving this entity were identified in any database searched. No conflict is identified. Cleared.
Section 5: Search Results — Majority Owner / Sponsor
The results of the conflicts search with respect to the Client's majority equity owner and its general partner entity are as follows:
Veltrano Capital Partners Fund IV, LP: No adverse representations were identified against Veltrano Capital Partners Fund IV, LP. The Firm does not currently represent Veltrano Capital Partners Fund IV, LP, or any other fund managed by Veltrano Capital Partners, LLC, in any capacity. A search of the Firm's lateral hire disclosure files confirmed that no current C&H attorney has disclosed any prior adverse representation against Veltrano Capital Partners Fund IV, LP, or any Veltrano-affiliated entity. No conflict is identified. Cleared.
Veltrano Capital Partners, LLC (General Partner): No adverse representations were identified against Veltrano Capital Partners, LLC. The Firm does not currently represent and has not previously represented Veltrano Capital Partners, LLC, in any capacity. No current C&H attorney has disclosed any prior adverse representation against this entity. No conflict is identified. Cleared.
The Conflicts Department notes, for background purposes, that Veltrano Capital Partners Fund IV, LP acquired Nexford Industrial Holdings Inc. in a leveraged buyout transaction that closed on June 15, 2018, at a reported enterprise value of approximately $2.1 billion. As of the date of this memorandum, Fund IV holds approximately 68.5% of the equity of Nexford; management rollover equity comprises approximately 19.3%; and co-investors (including limited partners participating through co-investment vehicles) hold approximately 12.2%. This ownership structure was provided by the requesting attorney and has been incorporated into the conflicts analysis to ensure comprehensive coverage of potentially related parties. The Firm's prior engagement by Nexford under the Standing OCA predates the current conflicts search but postdates the Veltrano acquisition, and no conflicts were identified at the time of the original engagement or at any subsequent matter opening.
Section 6: Search Results — D&O Tower Carriers
The results of the conflicts search with respect to the incumbent insurance carriers in the Client's D&O liability insurance tower are as follows:
Vandermeer National Insurance Company: No current adverse representations were identified against Vandermeer National Insurance Company. The Conflicts Department notes that C&H has represented Vandermeer National in two prior transactional matters, both of which are now closed. These matters involved corporate transactional advisory work unrelated to insurance coverage, policy interpretation, or claims handling. Neither prior representation involved the D&O insurance product line or any matter connected to Nexford Industrial Holdings Inc. or any of its affiliates. The proposed Insurance Tower Review engagement does not involve litigation against Vandermeer National, nor does it involve any adversarial proceeding or coverage dispute with Vandermeer National. The engagement involves the review and analysis of Vandermeer National's policy wording as part of a broader advisory exercise for the benefit of the Client. In the event that a coverage dispute were to arise under the Vandermeer National primary D&O policy in the future, a supplemental conflicts analysis would be required before C&H could undertake representation in any such dispute. Based on the current, non-adversarial scope of the proposed engagement, no conflict is identified. Cleared.
Commonwealth Indemnity Group: No current or prior C&H representations involving Commonwealth Indemnity Group were identified. The Firm has not represented Commonwealth Indemnity Group in any capacity, and no C&H attorney has been adverse to Commonwealth Indemnity Group in any matter reflected in the Firm's databases. No adverse representations were identified. No conflict is identified. Cleared.
Graystone Mutual Assurance Co.: No current or prior C&H representations involving Graystone Mutual Assurance Co. were identified. The Firm has not represented Graystone Mutual Assurance Co. in any capacity, and no C&H attorney has been adverse to Graystone Mutual Assurance Co. in any matter reflected in the Firm's databases. No adverse representations were identified. No conflict is identified. Cleared.
Pinnacle Re Insurance Ltd.: No current or prior C&H representations involving Pinnacle Re Insurance Ltd. were identified. The Firm has not represented Pinnacle Re Insurance Ltd. in any capacity, and no C&H attorney has been adverse to Pinnacle Re Insurance Ltd. in any matter reflected in the Firm's databases. The Conflicts Department notes that Pinnacle Re Insurance Ltd. is a Bermuda-domiciled entity, and the search was extended to include the Firm's international conflicts database to ensure comprehensive coverage of any cross-border representations or adverse matters. No adverse representations were identified through any database searched. No conflict is identified. Cleared.
Harrington Specialty Insurance Co.: No current adverse representations were identified against Harrington Specialty Insurance Co. The Conflicts Department notes that C&H represented a different policyholder (unrelated to Nexford or any Nexford affiliate) in a coverage dispute against Harrington Specialty Insurance Co. in 2019. That matter was assigned Matter Number 1005-00003 and involved a dispute over coverage under a cyber-liability insurance policy. The matter was closed in March 2020, and all Firm obligations under the engagement were fully discharged at that time. The subject matter of the prior adverse representation (cyber-liability insurance coverage) is entirely unrelated to D&O liability insurance or Side-A DIC coverage, which are the policy types at issue in the proposed Nexford engagement. Furthermore, the proposed Nexford engagement does not involve any adversarial proceeding or coverage dispute against Harrington Specialty Insurance Co.; it involves the review and analysis of Harrington's Side-A DIC policy wording as part of a non-adversarial advisory exercise. There are no ongoing duties, obligations, or restrictions arising from the closed Matter 1005-00003 that would preclude or limit the Firm's ability to review or analyze Harrington policy wordings on behalf of a different client. No conflict is identified. Cleared.
Section 7: Search Results — Product-Liability Tower Carriers
The results of the conflicts search with respect to the incumbent insurance carriers in the Client's product-liability / general liability insurance tower are as follows:
Midland Casualty & Surety Company: No current or prior C&H representations involving Midland Casualty & Surety Company were identified. The Firm has not represented Midland Casualty & Surety Company in any capacity, and no C&H attorney has been adverse to Midland Casualty & Surety Company in any matter reflected in the Firm's databases. No adverse representations were identified. No conflict is identified. Cleared.
Great Basin Insurance Company: No current or prior C&H representations involving Great Basin Insurance Company were identified. The Firm has not represented Great Basin Insurance Company in any capacity, and no C&H attorney has been adverse to Great Basin Insurance Company in any matter reflected in the Firm's databases. No adverse representations were identified. No conflict is identified. Cleared.
Cornerstone Reinsurance Corp.: No current or prior C&H representations involving Cornerstone Reinsurance Corp. were identified. The Firm has not represented Cornerstone Reinsurance Corp. in any capacity, and no C&H attorney has been adverse to Cornerstone Reinsurance Corp. in any matter reflected in the Firm's databases. No adverse representations were identified. No conflict is identified. Cleared.
Allegheny Pacific Underwriters, Inc.: No current or prior C&H representations involving Allegheny Pacific Underwriters, Inc. were identified. The Firm has not represented Allegheny Pacific Underwriters, Inc. in any capacity, and no C&H attorney has been adverse to Allegheny Pacific Underwriters, Inc. in any matter reflected in the Firm's databases. No adverse representations were identified. No conflict is identified. Cleared.
The Conflicts Department confirms that all four carriers in the product-liability tower have been fully cleared, and no conflicts, potential conflicts, or prior representations of any kind were identified with respect to any of these entities.
Section 8: Search Results — Other Related Parties
The results of the conflicts search with respect to other parties related to the proposed engagement are as follows:
Ashford Breckinridge LLP (Chicago, IL): No adverse representations were identified against Ashford Breckinridge LLP. The Firm has not represented and has not been adverse to Ashford Breckinridge LLP in any current or prior matter. The Conflicts Department notes that Ashford Breckinridge LLP is the insurance broker of record for Nexford's D&O and product-liability insurance programs and, in that capacity, will serve as a collaborative counterpart in the proposed engagement. Ashford Breckinridge is expected to facilitate access to current policy forms, endorsements, carrier correspondence, loss history data, and market intelligence relevant to the renewal process. Ashford Breckinridge is not and will not be an adverse party in connection with this engagement. No conflict is identified. Cleared.
Kessler Quinn Advisory Group (Hartford, CT): No current or prior C&H matters involving Kessler Quinn Advisory Group were identified. The Firm has not represented and has not been adverse to Kessler Quinn Advisory Group in any capacity. Kessler Quinn Advisory Group is an insurance coverage consulting firm retained by Veltrano Capital Partners, LLC to provide advisory services in connection with portfolio company insurance programs, including Nexford's programs. Kessler Quinn's involvement in the proposed engagement, if any, will be at the direction of Veltrano Capital Partners and is expected to be cooperative in nature. No conflict is identified. Cleared.
Hollander Byrne & Strauss LLP (Chicago, IL): No adverse representations were identified against Hollander Byrne & Strauss LLP. The Firm has not represented and has not been adverse to Hollander Byrne & Strauss LLP in any current or prior matter. Hollander Byrne & Strauss LLP ("HBS") serves as outside litigation counsel to Nexford Industrial Holdings Inc. and its subsidiaries in pending product-liability litigation, including the Higgins v. Nexford Conveyor Systems, LLC et al. matter (Case No. 2021-L-04382, Circuit Court of Will County, Illinois) and the Consolidated Builders Supply Co. v. Triton Fastener Corp. matter (Case No. 1:21-cv-08914, U.S. District Court for the Northern District of Illinois). The proposed Insurance Tower Review engagement will require coordination with HBS regarding coverage for pending claims, as the product-liability tower review necessarily involves an assessment of how current and potential claims interact with existing coverage. The relationship between C&H and HBS in this context is cooperative and non-adversarial; both firms serve as outside counsel to the same client in complementary capacities. No conflict is identified. Cleared.
Broadleaf Capital Markets, LLC (New York, NY): No current adverse representations were identified against Broadleaf Capital Markets, LLC. The Conflicts Department notes that C&H previously represented Broadleaf Capital Markets, LLC as lender's counsel on one prior, unrelated transaction (Matter Number 1005-00003, now closed). That prior representation involved a financing transaction unrelated to Nexford, its affiliates, or the insurance industry. The proposed Nexford engagement does not involve any matter adverse to Broadleaf Capital Markets, LLC. Broadleaf's role as administrative agent for Nexford's senior secured credit facility is noted for informational purposes; the insurance tower review engagement does not involve the Client's credit facility or any interaction with Broadleaf in its capacity as administrative agent. No conflict is identified. Cleared.
Pemberton & Associates CPAs, LLP (Chicago, IL): No current or prior C&H matters involving Pemberton & Associates CPAs, LLP were identified. The Firm has not represented and has not been adverse to Pemberton & Associates CPAs, LLP in any capacity. Pemberton & Associates serves as the independent auditor of Nexford Industrial Holdings Inc. and is included in this search for completeness. No conflict is identified. Cleared.
Section 9: Search Results — Key Individuals
The Conflicts Department conducted individual name searches for all fourteen (14) key individuals identified in Section 3.6 of this memorandum. The results are as follows:
Searches of all named individuals — Gerald "Gerry" Whitcomb, Sandra Elliston, Marcus Delacroix, Priya Sundaram, Trevor Haines, Donna Kowalski, Jonathan Veltrano, Celeste Brogan, Phillip Garza, Tamara Fisk, Catherine Byrne, Rafael Mendez, Arthur Kessler, and Diana Cho — returned no adverse representations in any database searched.
The individual name search included personal name variants (including shortened forms, nicknames, and alternate spellings), known current and former corporate affiliations, and board memberships where such information was available in the Firm's IntakeTrack database and lateral hire disclosure files. No individual identified in the search was found to be a party, named person, or key individual in any current or historical matter in which C&H represented an adverse party, or in any matter that could give rise to a conflict of interest in connection with the proposed engagement.
All fourteen (14) individuals are cleared.
Section 10: Nature of Proposed Engagement — Conflict Risk Assessment
The Conflicts Department has assessed the nature of the proposed engagement for purposes of evaluating the overall conflict risk profile associated with this matter. The following analysis is provided for the record:
Nature of the Engagement. The proposed engagement is an insurance policy review and advisory matter. It is non-adversarial and non-litigation in character. C&H will not be initiating or defending any claims, filing any pleadings, or participating in any arbitration, mediation, or other dispute resolution proceeding in connection with this engagement. The Firm's work will consist of the following activities:
(a) Reviewing and analyzing the policy wordings for all layers of the Client's D&O liability insurance tower and product-liability insurance tower, including all primary, excess, and Side-A DIC policies;
(b) Identifying coverage gaps, ambiguities, exclusions, and areas of potential exposure across both towers;
(c) Comparing carrier terms and policy wordings against current market benchmarks, standard form policy language, and best-in-class provisions available in the current insurance market;
(d) Advising the Client's risk management team and the broker of record (Ashford Breckinridge LLP) on renewal negotiation strategy, including recommended wording improvements, limit adequacy, carrier selection considerations, and program structure optimization for the 2022-2023 policy year.
Adversarial Posture. C&H will not be bringing or defending claims against any insurance carrier in connection with this engagement. The engagement involves analysis, evaluation, and advisory recommendations directed to the Client. While the Firm's work product may inform the Client's negotiating positions with incumbent carriers during the renewal process, the Firm's role is advisory, and the renewal negotiations will be conducted by the broker of record (Ashford Breckinridge LLP) on behalf of the Client. The Firm may participate in renewal strategy discussions and may provide markup or commentary on proposed policy wordings presented by carriers, but such activities are standard advisory functions that do not create an adversarial relationship with any carrier.
Risk of Future Conflict. The overall risk of future conflict arising from this engagement is assessed as Low. However, the Conflicts Department notes that if coverage litigation were to arise under any of the policies reviewed in connection with this engagement — whether initiated by the Client against a carrier for wrongful denial of coverage or by a carrier seeking a declaratory judgment of non-coverage — C&H should conduct a supplemental conflicts check before undertaking representation in any such litigation. A supplemental check would be necessary to evaluate whether the Firm's advisory work in this engagement, including its review and analysis of policy wordings and identification of coverage positions, could create a conflict or other ethical issue in the context of adversarial coverage proceedings. The requesting attorney and billing partner are advised to alert the Conflicts Department promptly if the scope of the engagement changes from advisory to adversarial in any respect.
Proposed Staffing. The following attorneys have been identified as the proposed staffing team for this engagement:
•  Douglas Fairchild — Responsible Partner, Real Estate Department, Chicago office
•  Angela Fontaine — Billing Partner, Real Estate Department, Chicago office (Billing Code: AFO-7724)
•  Naomi Petersen — Lead Associate, M&A Department, New York office
•  Yuki Nakamura — Working Associate, Litigation (General) Department, Chicago office
Staffing Conflicts. The Conflicts Department has reviewed the individual conflict profiles of all four proposed staffing attorneys. No staffing conflicts were identified. None of the assigned attorneys has a personal conflict, prior adverse representation, or other disqualifying relationship with any entity or individual identified in the search. All proposed staffing attorneys are cleared to work on this matter.
Section 11: Prior Representation Notes
The conflicts search identified three prior or closed C&H matters that touch upon entities included in the current search. These matters are summarized below for completeness and transparency. As discussed in the relevant sections above, none of these prior matters creates a current conflict or requires client consent, waiver, or ethical screening.
1. C&H Prior Representation of Vandermeer National Insurance Company (Two Closed Transactional Matters)
The Firm previously represented Vandermeer National Insurance Company in two transactional advisory matters. Both matters are closed. Both matters involved corporate transactional work unrelated to insurance coverage, policy interpretation, or claims handling, and neither matter involved Nexford Industrial Holdings Inc. or any of its affiliates. The proposed Nexford engagement is non-adversarial with respect to Vandermeer National and involves the review and analysis of Vandermeer National's D&O primary policy wording as part of a broader advisory exercise. No current conflict exists. No consent or waiver is required.
2. C&H Prior Adverse Representation Against Harrington Specialty Insurance Co. (Matter 1005-00003, Closed March 2020)
The Firm represented a different policyholder (unrelated to Nexford) in a coverage dispute against Harrington Specialty Insurance Co. in 2019. The matter was assigned Matter Number 1005-00003 and involved a dispute over coverage under a cyber-liability insurance policy. The matter was closed in March 2020, and all Firm obligations under the engagement were fully discharged at that time. The subject matter of the prior adverse representation (cyber-liability insurance) is entirely unrelated to D&O liability insurance or Side-A DIC coverage. The proposed Nexford engagement does not involve any adversarial proceeding or coverage dispute against Harrington Specialty Insurance Co. No ongoing duties, obligations, or restrictions arise from the closed matter. No current conflict exists. No consent or waiver is required.
3. C&H Prior Representation of Broadleaf Capital Markets, LLC as Lender's Counsel (Matter 1005-00003, Closed)
The Firm previously represented Broadleaf Capital Markets, LLC as lender's counsel on one prior, unrelated financing transaction. The matter was assigned Matter Number 1005-00003 and is now closed. That prior representation was unrelated to Nexford, its affiliates, the insurance industry, or any subject matter connected to the proposed engagement. The proposed Nexford engagement does not involve any matter adverse to Broadleaf Capital Markets, LLC. No current conflict exists. No consent or waiver is required.
The Conflicts Department confirms that the three prior matters described above have been fully analyzed and that none presents a current conflict of interest, a potential conflict of interest, or a basis for requiring client consent, waiver, or ethical screening in connection with the proposed engagement.
Section 12: Conclusion and Clearance
DETERMINATION: CLEARED — NO CONFLICTS
The Conflicts Department has completed its review of all entities and individuals identified in connection with the proposed engagement of Calderwood & Harkness LLP by Nexford Industrial Holdings Inc. for an Insurance Tower Review (Proposed Matter Number 1005-00003). The search encompassed the Client and its subsidiaries, the Client's majority equity owner and its general partner, all incumbent insurance carriers in the Client's D&O liability and product-liability insurance towers, the Client's insurance broker of record, the sponsor-level insurance consultant, the Client's outside litigation counsel, the Client's credit facility administrative agent, the Client's independent auditor, and fourteen key individuals associated with these entities.
No current adverse representations were identified against any searched entity or individual. No imputed conflicts were identified through the Firm's lateral hire disclosure files. No ethical screens are required. Three prior or closed matters touching upon searched entities were identified and analyzed; none creates a current conflict or requires consent, waiver, or screening.
The proposed engagement on behalf of Nexford Industrial Holdings Inc. (Matter 1005-00003) may proceed. The engagement letter may be executed, and work may commence upon completion of all standard new matter intake procedures, including client identification and verification, engagement letter execution, and billing arrangement confirmation.
This clearance is valid as of April 20, 2022. If the scope of the engagement materially changes — including, without limitation, any expansion of the engagement to include adversarial or litigation-related work, any identification of additional parties not included in this search, or any change in the Firm's role from advisory to advocacy — a supplemental conflicts check must be submitted to the Conflicts Department before the Firm undertakes the expanded or modified scope of work. Similarly, if new parties (including additional insurance carriers, new tower participants, or additional affiliated entities) are identified during the course of the engagement, a supplemental search request must be submitted to ensure continued clearance.
Approval and Distribution
APPROVED BY:
________________________________________
Thomas R. Weatherington Deputy General Counsel, Conflicts Calderwood & Harkness LLP
Date: April 20, 2022
Distribution:
•  Douglas Fairchild, Responsible Partner — Real Estate Department, Chicago
•  Angela Fontaine, Billing Partner — Real Estate Department, Chicago
•  New Matter Intake — for filing with Matter 1005-00003 opening documentation
CONFIDENTIALITY NOTICE: This memorandum is an internal, privileged communication of Calderwood & Harkness LLP, prepared by and at the direction of the Office of the General Counsel in connection with the Firm's conflicts clearance process. This memorandum constitutes attorney work product and is protected by the attorney-client privilege and the work product doctrine. It is intended solely for the use of the individuals and departments identified in the distribution list above. This memorandum is not to be shared with the client, with any third party, or with any person outside the Firm without the prior written authorization of the Office of the General Counsel. Any unauthorized disclosure, reproduction, or distribution of this memorandum or its contents is strictly prohibited.
Entity | Entity Type | Jurisdiction | EIN | Role
Nexford Industrial Holdings Inc. | Corporation | Delaware (incorporated); Illinois (principal place of business — 2200 Corporate Center Drive, Suite 800, Schaumburg, IL 60173) | 83-2174650 | Client — Prospective
Nexford Conveyor Systems, LLC | Limited Liability Company | Delaware (formed); facility at 4500 Industrial Parkway, Joliet, IL 60436 | 83-2174651 | Wholly-owned subsidiary of Client
Triton Fastener Corp. | Corporation | Illinois (incorporated); facility at 1010 Whitman Avenue, Rockford, IL 61101 | 36-4892103 | Wholly-owned subsidiary of Client
Marlowe Asset Management Precision Machining, Inc. | Corporation | Ohio (incorporated); facility at 775 Summit Industrial Boulevard, Akron, OH 44311 | 31-1784529 | Wholly-owned subsidiary of Client
Entity | Entity Type | Jurisdiction | Role
Veltrano Capital Partners Fund IV, LP | Limited Partnership | Delaware (formed) | Majority owner of Nexford Industrial Holdings Inc. (68.5% equity); private equity sponsor
Veltrano Capital Partners, LLC | Limited Liability Company (General Partner of Fund IV) | Delaware (formed); offices at 301 South Tryon Street, Suite 2800, Charlotte, NC 28202 | General Partner of Veltrano Capital Partners Fund IV, LP
Carrier | Entity Type | Domicile | Layer / Role
Vandermeer National Insurance Company | Insurance Company | Connecticut | D&O Primary ($10M limit, $10M attachment)
Commonwealth Indemnity Group | Insurance Company | Pennsylvania | D&O 1st Excess ($10M xs $10M)
Graystone Mutual Assurance Co. | Mutual Insurance Company | Ohio | D&O 2nd Excess ($10M xs $20M)
Pinnacle Re Insurance Ltd. | Insurance Company | Bermuda | D&O 3rd Excess ($10M xs $30M)
Harrington Specialty Insurance Co. | Insurance Company | Delaware | Side-A DIC ($15M dedicated limit)
Carrier | Entity Type | Domicile | Layer / Role
Midland Casualty & Surety Company | Insurance Company | Illinois | Primary GL/PL ($5M per occurrence / $10M aggregate)
Great Basin Insurance Company | Insurance Company | Nevada | 1st Excess/Umbrella ($25M xs $10M)
Cornerstone Reinsurance Corp. | Reinsurance Company | New York | 2nd Excess ($25M xs $35M)
Allegheny Pacific Underwriters, Inc. | Insurance Company | California | 3rd Excess ($15M xs $60M)
Entity / Person | Role
Ashford Breckinridge LLP (Chicago, IL) | Insurance broker of record for Nexford — D&O and PL programs
Kessler Quinn Advisory Group (Hartford, CT) | Insurance coverage consultant retained by Veltrano Capital Partners, LLC in connection with portfolio company insurance programs
Hollander Byrne & Strauss LLP (Chicago, IL) | Outside litigation counsel to Nexford in pending product-liability matters
Broadleaf Capital Markets, LLC (New York, NY) | Administrative agent for Nexford's senior secured credit facility
Pemberton & Associates CPAs, LLP (Chicago, IL) | Independent auditor of Nexford Industrial Holdings Inc.

MEMORANDUM — PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT

PROPOSED MATTER NUMBER: 1005-00003

APPROVED BY:

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