1005-00003 · Calderwood & Harkness LLP · Engagement & Administrative

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PRIVILEGED & CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION

CALDERWOOD & HARKNESS LLP Attorneys at Law 155 North Wacker Drive, Suite 4200 Chicago, Illinois 60606 Telephone: (312) 555-8400 Facsimile: (312) 555-8401 www.calderwoodharkness.com

August 12, 2022

Via Email and First Class Mail

Priya Sundaram, Esq. General Counsel & Corporate Secretary Nexford Industrial Holdings Inc. 2200 Corporate Center Drive, Suite 800 Schaumburg, Illinois 60173

Re: Matter No. 1005-00003 — D&O and Product-Liability Insurance Tower Review — Notice of Dormant Status

Dear Priya:

1. Purpose and Matter Dormancy Notification

This letter confirms that Calderwood & Harkness LLP ("C&H" or the "Firm") has completed all active work on Matter No. 1005-00003 relating to the comprehensive review of the Directors & Officers ("D&O") liability insurance tower and the product-liability ("PL") insurance tower maintained by Nexford Industrial Holdings Inc. ("Nexford" or the "Company"). The purpose of this letter is to memorialize the current status of the matter, to summarize the work performed and the deliverables produced during the engagement, to identify certain outstanding items that warrant the Company's continued attention, and to establish procedures for reactivation of this matter should the need arise.

Effective as of the date of this letter, August 12, 2022, the matter is being placed in dormant status in the Firm's records. This means that no further work will be performed, and no further fees or disbursements will be incurred, unless and until the matter is reactivated at Nexford's written request in accordance with the procedures described in Section 5 of this letter.

It is important to note that this letter does not constitute a termination of the attorney-client relationship between Calderwood & Harkness LLP and Nexford Industrial Holdings Inc. That relationship continues to be governed by the standing Outside Counsel Agreement dated January 15, 2020 (the "OCA"), as amended from time to time. The dormancy of this particular matter does not affect any other active or dormant matters that may exist between C&H and Nexford, nor does it affect the Firm's ongoing obligations of confidentiality, loyalty, and professional responsibility owed to Nexford as a client of the Firm.

2. Summary of Engagement and Work Performed

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

The scope of the engagement encompassed a comprehensive review of Nexford's D&O insurance tower, which provides fifty-five million dollars ($55,000,000) in aggregate coverage across five layers including a standalone Side-A Difference-in-Conditions ("DIC") policy, as well as Nexford's product-liability insurance tower, which provides seventy-five million dollars ($75,000,000) in aggregate coverage across four layers. The engagement was undertaken in connection with the Company's 2022–2023 renewal cycle. The incumbent policy period ran from July 1, 2021 through July 1, 2022, and the renewal effective date was July 1, 2022.

The C&H team on this matter consisted of the undersigned as responsible partner, Angela Fontaine as billing partner, Naomi Petersen as lead associate, and Yuki Nakamura as working associate. Throughout the engagement, we worked closely with you, Trevor Haines (Vice President, Risk Management), and Donna Kowalski (Director of Insurance and Claims) on the Nexford side, as well as with the Company's insurance broker, Ashford Breckinridge LLP, and its litigation counsel, Hollander Byrne & Strauss LLP.

2(a). Key Deliverables

Over the course of the engagement, the C&H team produced the following deliverables, all of which have been previously provided to the Company:

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

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

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

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

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

6. Side-A DIC Policy Analysis Memorandum — Dated June 3, 2022. This memorandum analyzed the Harrington Specialty Insurance Co. Side-A DIC policy (Policy No. HSI-DIC-2021-00342), including the scope of the DIC coverage, the drop-down triggers, the priority-of-payment provisions, and the coordination with the underlying D&O tower. The memorandum included a recommendation to increase the Side-A DIC limit from fifteen million dollars ($15,000,000) to twenty million dollars ($20,000,000), based on our assessment of the Company's exposure profile, including the composition of the Board of Directors, the nature and complexity of the Company's operations, and the pending litigation environment.

7. Product Recall Sub-Limit Adequacy Memorandum — Dated June 7, 2022. This memorandum assessed the adequacy of the existing product recall sub-limit of two million five hundred thousand dollars ($2,500,000) per occurrence and five million dollars ($5,000,000) in the aggregate, and recommended an increase to five million dollars ($5,000,000) per occurrence and ten million dollars ($10,000,000) in the aggregate, based on Nexford's product line exposure, historical recall activity in the industrial equipment sector, and the potential costs associated with a recall event involving the Company's conveyor systems and fastener products.

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

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

10. D&O Limits Adequacy Memorandum — Dated June 6, 2022. This memorandum assessed the adequacy of the $55 million D&O aggregate in light of Nexford's current status as a privately held company, the size and composition of its Board, the nature of its operations, and the pending and potential claims environment. The memorandum concluded that the $55 million aggregate was adequate for Nexford's current private-company status but recommended a reassessment prior to any public offering in the anticipated 2023–2024 timeframe.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

25. Follow-Up Endorsement Tracking Letter to Ashford Breckinridge LLP — Dated August 5, 2022. This letter documented the outstanding corrective endorsements identified during the post-bind policy wording reviews and requested that Ashford Breckinridge pursue issuance of the necessary endorsements from the applicable carriers.

2(b). Renewal Outcome Summary

Both the D&O tower and the PL tower were renewed effective July 1, 2022, with binding instructions issued on June 28, 2022, for the policy period July 1, 2022 through July 1, 2023. A summary of the renewal outcome for each tower follows.

D&O Insurance Tower. The D&O tower was renewed at an aggregate limit of fifty-five million dollars ($55,000,000), with a total annualized premium of one million four hundred ninety-eight thousand two hundred dollars ($1,498,200). This represents an increase of one hundred thirty-four thousand seven hundred fifty dollars ($134,750), or approximately 9.88%, over the prior year premium of one million three hundred sixty-three thousand four hundred fifty dollars ($1,363,450). The tower structure and carrier lineup for the 2022–2023 policy period is as follows:

• Primary Layer: Vandermeer National Insurance Company (Policy No. VNI-DO-2022-91205) — renewed.

• 1st Excess Layer: Commonwealth Indemnity Group — renewed.

• 2nd Excess Layer: Northfield Excess Insurance Company — new carrier, replacing Graystone Mutual Assurance Co. Premium of $221,000, compared to the prior premium of $198,750 paid to Graystone.

• 3rd Excess Layer: Pinnacle Re Insurance Ltd. — renewed.

• Side-A DIC: Harrington Specialty Insurance Co. — renewed, with limit increased from $15,000,000 to $20,000,000. Premium increased from $224,000 to $289,500, reflecting the additional limit and modest rate adjustments.

The carrier change on the 2nd excess layer — from Graystone Mutual Assurance Co. to Northfield Excess Insurance Company — was driven by Northfield's more favorable terms on the definition of "Loss" and its willingness to follow form to the Vandermeer primary without restrictive manuscript endorsements. The net impact of the carrier change was an incremental premium of $22,250 on that layer, which we assessed as reasonable given the improved coverage terms.

Product-Liability Insurance Tower. The PL tower was renewed at an aggregate limit of seventy-five million dollars ($75,000,000), with a total annualized premium of two million nine hundred eighty-five thousand five hundred dollars ($2,985,500). This represents an increase of three hundred forty-two thousand six hundred dollars ($342,600), or approximately 12.96%, over the prior year premium of two million six hundred forty-two thousand nine hundred dollars ($2,642,900). The tower structure and carrier lineup for the 2022–2023 policy period is as follows:

• Primary Layer: Midland Casualty & Surety Company (Policy No. MCS-GL-2022-58904) — renewed.

• 1st Excess / Umbrella Layer: Great Basin Insurance Company — renewed.

• 2nd Excess Layer: Cornerstone Reinsurance Corp. — renewed.

• 3rd Excess Layer: Allegheny Pacific Underwriters, Inc. — renewed.

As recommended in our Product Recall Sub-Limit Adequacy Memorandum dated June 7, 2022, the product recall sub-limit was increased from $2,500,000 per occurrence / $5,000,000 aggregate to $5,000,000 per occurrence / $10,000,000 aggregate, with an incremental premium of $67,000 attributable to this enhancement.

Combined Renewal Summary. The combined renewal premium for both towers is four million four hundred eighty-three thousand seven hundred dollars ($4,483,700), representing a total increase of four hundred seventy-seven thousand three hundred fifty dollars ($477,350), or approximately 11.91%, over the prior combined total of four million six thousand three hundred fifty dollars ($4,006,350). The combined premium falls within the not-to-exceed threshold of four million six hundred thousand dollars ($4,600,000) authorized by the Nexford Board of Directors at its June 24, 2022 meeting, resulting in a margin of one hundred sixteen thousand three hundred dollars ($116,300) below the authorized cap.

3. Outstanding Items

Although all active work on this matter has been completed, two corrective endorsements remain outstanding as of the date of this letter. These items were identified during our post-bind policy wording reviews and are detailed in our Follow-Up Endorsement Tracking Letter to Ashford Breckinridge LLP dated August 5, 2022.

3(a). Vandermeer National Insurance Company — Definition of "Claim"

Our post-bind policy wording review of the D&O tower, completed on July 22, 2022, identified a discrepancy between the issued policy form and the terms agreed upon during the renewal negotiations with respect to the Vandermeer National primary policy (Policy No. VNI-DO-2022-91205). Specifically, the definition of "Claim" in the issued policy form is narrower than the language that was negotiated and confirmed in the carrier's binder. The issued policy excludes informal regulatory inquiries from the definition of "Claim," which is contrary to the negotiated terms. As discussed in our Regulatory Investigation Coverage Memorandum dated June 14, 2022, coverage for informal regulatory inquiries was a priority negotiation item, and the agreed-upon definition was intended to encompass such inquiries.

A corrective endorsement has been requested through Ashford Breckinridge LLP, with Phillip Garza serving as the point of contact at the brokerage. The response deadline communicated to Ashford Breckinridge for this endorsement is August 31, 2022.

3(b). Midland Casualty & Surety Company — Recall Sub-Limit Endorsement

Our post-bind policy wording review of the PL tower, completed on July 25, 2022, confirmed that the increased recall sub-limit of $5,000,000 per occurrence / $10,000,000 aggregate is reflected in the underlying policy terms and the premium computation. However, the formal endorsement memorializing this change has not yet been attached to the issued Midland Casualty primary policy (Policy No. MCS-GL-2022-58904). While the terms appear to be correctly reflected in the policy declarations, the absence of the corresponding endorsement creates an ambiguity that should be resolved through issuance of a formal endorsement.

A corrective endorsement has been requested through Ashford Breckinridge LLP, also with a response deadline of August 31, 2022.

3(c). Recommended Action

We recommend that Donna Kowalski and Trevor Haines follow up directly with Tamara Fisk at Ashford Breckinridge LLP to ensure that both corrective endorsements are received by the August 31, 2022 deadline. We further recommend that, upon receipt of each endorsement, the Nexford risk management team review the endorsement language to confirm that it accurately reflects the negotiated terms. If the endorsements are not received by the August 31, 2022 deadline, or if any questions arise regarding the endorsement language upon receipt, please contact the undersigned or Naomi Petersen to reactivate this matter so that C&H can provide the necessary review and follow-up assistance.

4. Additional Recommendations for Client Attention (Outside Active Scope)

In addition to the outstanding endorsement items described in Section 3, we wish to bring two additional matters to the Company's attention. These items were identified during the course of the engagement but fall outside the active scope of Matter No. 1005-00003 and would require separate engagement or the involvement of Nexford's other advisors to address.

4(a). Indemnification Agreement Updates

As noted in our Indemnification Agreement Review Memorandum dated June 4, 2022, two provisions in Nexford's form director and officer indemnification agreements require updating to align with the current D&O tower structure, particularly with respect to the coordination between the indemnification agreements and the Harrington Specialty Insurance Co. Side-A DIC policy. Specifically:

(1) The advancement of expenses clause in the form indemnification agreement does not align with the Harrington Side-A DIC trigger. Under the current indemnification agreement language, the Company's obligation to advance expenses is conditioned on a determination that the director or officer is likely entitled to indemnification, whereas the Side-A DIC policy drops down when the Company is unable or unwilling to advance expenses. The misalignment between these two provisions could create a scenario in which the DIC coverage is not triggered despite a practical inability of the Company to advance expenses.

(2) The definition of "Proceeding" in the form indemnification agreement is narrower than the definition of "Claim" in the D&O tower policies. This discrepancy could result in situations in which insurance coverage is available for a particular matter but the corresponding indemnification obligation under the agreement is not triggered, or vice versa.

These updates should be addressed by Nexford's corporate governance counsel and are outside the scope of the insurance tower review engagement. We recommend that these updates be prioritized in advance of the next election or appointment of directors to the Nexford Board.

4(b). Pending Product-Liability Claims Monitoring

Two product-liability claims remain active as of the date of this letter, both of which implicate the PL tower:

(1) Higgins v. Nexford Conveyor Systems, LLC et al., Case No. 2021-L-04382, pending in the Circuit Court of Will County, Illinois. The plaintiff seeks damages of approximately fourteen million five hundred thousand dollars ($14,500,000) arising from alleged injuries sustained in connection with the operation of a conveyor system manufactured by Nexford Conveyor Systems, LLC.

(2) Consolidated Builders Supply Co. v. Triton Fastener Corp., Case No. 1:21-cv-08914, pending in the United States District Court for the Northern District of Illinois. The plaintiff seeks damages of approximately six million eight hundred thousand dollars ($6,800,000) arising from alleged product defects in fasteners manufactured by Triton Fastener Corp., a Nexford subsidiary.

As of the most recent information available to us, open reserves on these two matters total approximately eight million three hundred thousand dollars ($8,300,000) against the Midland Casualty & Surety Company primary layer. We note that the Midland Casualty primary aggregate is ten million dollars ($10,000,000), which means the open reserves currently represent 83% of the primary aggregate. Defense cost erosion should continue to be tracked carefully against the Midland primary aggregate to monitor proximity to the Great Basin Insurance Company excess layer attachment point, consistent with the guidance provided by Yuki Nakamura in her email to Trevor Haines dated June 15, 2022.

Hollander Byrne & Strauss LLP — specifically, Catherine Byrne and Rafael Mendez — serves as litigation counsel on both matters and has been advised of the coverage coordination protocols established pursuant to our letter of May 25, 2022. We recommend that the risk management team maintain regular communication with Hollander Byrne & Strauss regarding defense cost accruals and reserve developments, and that the team promptly notify C&H if there is a material change in the posture of either case that could warrant reactivation of this matter for additional coverage analysis.

5. Reactivation Procedures

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

Upon reactivation, billing will resume at the hourly rates then in effect under the Outside Counsel Agreement. For reference, the rates currently in effect under the OCA are as follows:

• Partners: $1,150 per hour

• Senior Associates: $825 per hour

• Associates: $625 per hour

We anticipate that reactivation of this matter may be warranted in one or more of the following circumstances, among others:

(a) Receipt (or non-receipt by the August 31, 2022 deadline) of the two outstanding corrective endorsements described in Section 3 above, or any dispute regarding the endorsement language.

(b) Any material change in the posture of the pending product-liability litigation described in Section 4(b) above — for example, an adverse dispositive ruling, a settlement demand exceeding the Midland Casualty primary layer limits, or a significant upward reserve adjustment — that warrants a reassessment of tower adequacy or a review of excess layer notice obligations.

(c) Initiation of a regulatory investigation by the Occupational Safety and Health Administration ("OSHA"), the Consumer Product Safety Commission ("CPSC"), or a state attorney general that implicates D&O coverage under the D&O tower or product-liability coverage under the PL tower.

(d) Any new product-liability claim or product recall event involving Nexford or any of its subsidiaries.

(e) A pre-IPO insurance tower reassessment, which our D&O Limits Adequacy Memorandum dated June 6, 2022 recommended in connection with Nexford's potential initial public offering in the 2023–2024 timeframe. As noted in that memorandum, the current D&O aggregate of $55 million was assessed as adequate for the Company's current status as a privately held entity but would need to be revisited and likely increased substantially prior to any public offering, given the significantly elevated exposure profile that accompanies public-company status.

(f) Approach of the July 1, 2023 renewal cycle, should Nexford wish to engage C&H to provide renewal support for the 2023–2024 policy period. We would recommend initiating any such engagement no later than April 2023, to allow adequate time for the renewal review process.

6. Billing Summary

A summary of the billing activity on Matter No. 1005-00003 through the date of dormancy is as follows:

Four monthly invoices were rendered over the course of the engagement, covering the following billing periods: April 2022 (partial month, commencing April 26, 2022), May 2022, June 2022, and July 2022. All four invoices have been paid in full, and there is no outstanding accounts receivable balance on this matter as of the date of this letter.

The billing partner on this matter is Angela Fontaine (Billing Code AFO-7724). Any questions regarding the invoices or billing history on this matter should be directed to Ms. Fontaine.

7. Document Retention

The Firm will retain all work product, correspondence, memoranda, reports, working papers, and client files related to Matter No. 1005-00003 in accordance with Calderwood & Harkness LLP's standard document retention policies, as described in the Outside Counsel Agreement. Upon request from Nexford, copies of any deliverables or working papers can be provided. In the event that Nexford wishes to take possession of the original client files for this matter, please contact the undersigned to make arrangements for transfer of custody.

8. Acknowledgments

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

We also wish to acknowledge the productive coordination with the Company's other advisors during the engagement, including Ashford Breckinridge LLP (Phillip Garza and Tamara Fisk), who served as the Company's insurance broker and were instrumental in the marketing and placement process; Hollander Byrne & Strauss LLP (Catherine Byrne and Rafael Mendez), who serves as litigation counsel on the pending product-liability matters and cooperated effectively in establishing the coverage coordination protocols; and Kessler Quinn Advisory Group (Arthur Kessler and Diana Cho), who provided actuarial and risk advisory support.

Finally, we note that, per the email of June 20, 2022, a high-level tower adequacy summary was provided to Celeste Brogan at Veltrano Capital Partners for Fund IV portfolio risk oversight purposes, in accordance with the authorization provided by you on behalf of the Company.

Please do not hesitate to contact me or Naomi Petersen if any questions arise regarding any of the foregoing, or if you wish to reactivate this matter at any time. We value our relationship with Nexford and look forward to continuing to serve the Company's needs.

Sincerely,

CALDERWOOD & HARKNESS LLP

By: ________

Douglas Fairchild Partner Calderwood & Harkness LLP 155 North Wacker Drive, Suite 4200 Chicago, Illinois 60606 Telephone: (312) 555-8400

Email: dfairchild@calderwoodharkness.com

cc:

Sandra Elliston, Chief Executive Officer, Nexford Industrial Holdings Inc. Marcus Delacroix, Chief Financial Officer, 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. Angela Fontaine, Billing Partner, Calderwood & Harkness LLP Naomi Petersen, Lead Associate, Calderwood & Harkness LLP Yuki Nakamura, Working Associate, Calderwood & Harkness LLP

Enclosures: None (all referenced deliverables previously provided)

Category	Amount
Total professional fees billed	$187,462.50
Total disbursements billed	$3,214.18
Total billed	$190,676.68

PRIVILEGED & CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION
CALDERWOOD & HARKNESS LLP Attorneys at Law 155 North Wacker Drive, Suite 4200 Chicago, Illinois 60606 Telephone: (312) 555-8400 Facsimile: (312) 555-8401 www.calderwoodharkness.com
August 12, 2022
Via Email and First Class Mail
Priya Sundaram, Esq. General Counsel & Corporate Secretary Nexford Industrial Holdings Inc. 2200 Corporate Center Drive, Suite 800 Schaumburg, Illinois 60173
Re: Matter No. 1005-00003 — D&O and Product-Liability Insurance Tower Review — Notice of Dormant Status
Dear Priya:
1. Purpose and Matter Dormancy Notification
This letter confirms that Calderwood & Harkness LLP ("C&H" or the "Firm") has completed all active work on Matter No. 1005-00003 relating to the comprehensive review of the Directors & Officers ("D&O") liability insurance tower and the product-liability ("PL") insurance tower maintained by Nexford Industrial Holdings Inc. ("Nexford" or the "Company"). The purpose of this letter is to memorialize the current status of the matter, to summarize the work performed and the deliverables produced during the engagement, to identify certain outstanding items that warrant the Company's continued attention, and to establish procedures for reactivation of this matter should the need arise.
Effective as of the date of this letter, August 12, 2022, the matter is being placed in dormant status in the Firm's records. This means that no further work will be performed, and no further fees or disbursements will be incurred, unless and until the matter is reactivated at Nexford's written request in accordance with the procedures described in Section 5 of this letter.
It is important to note that this letter does not constitute a termination of the attorney-client relationship between Calderwood & Harkness LLP and Nexford Industrial Holdings Inc. That relationship continues to be governed by the standing Outside Counsel Agreement dated January 15, 2020 (the "OCA"), as amended from time to time. The dormancy of this particular matter does not affect any other active or dormant matters that may exist between C&H and Nexford, nor does it affect the Firm's ongoing obligations of confidentiality, loyalty, and professional responsibility owed to Nexford as a client of the Firm.
2. Summary of Engagement and Work Performed
C&H was engaged on this matter pursuant to an engagement letter executed on April 22, 2022, by the undersigned on behalf of Calderwood & Harkness LLP and by you on behalf of Nexford Industrial Holdings Inc. The matter was formally opened in the Firm's records on April 26, 2022, and was assigned Matter No. 1005-00003.
The scope of the engagement encompassed a comprehensive review of Nexford's D&O insurance tower, which provides fifty-five million dollars ($55,000,000) in aggregate coverage across five layers including a standalone Side-A Difference-in-Conditions ("DIC") policy, as well as Nexford's product-liability insurance tower, which provides seventy-five million dollars ($75,000,000) in aggregate coverage across four layers. The engagement was undertaken in connection with the Company's 2022–2023 renewal cycle. The incumbent policy period ran from July 1, 2021 through July 1, 2022, and the renewal effective date was July 1, 2022.
The C&H team on this matter consisted of the undersigned as responsible partner, Angela Fontaine as billing partner, Naomi Petersen as lead associate, and Yuki Nakamura as working associate. Throughout the engagement, we worked closely with you, Trevor Haines (Vice President, Risk Management), and Donna Kowalski (Director of Insurance and Claims) on the Nexford side, as well as with the Company's insurance broker, Ashford Breckinridge LLP, and its litigation counsel, Hollander Byrne & Strauss LLP.
2(a). Key Deliverables
Over the course of the engagement, the C&H team produced the following deliverables, all of which have been previously provided to the Company:
1. Policy Inventory Schedules — Detailed inventory schedules for both the D&O tower and the PL tower, covering the 2021–2022 incumbent policy period and the 2022–2023 renewal policy period. These schedules catalogued each carrier, policy number, layer position, limit, retention or deductible, premium, and key policy terms for every policy in each tower.
2. Preliminary Coverage Gap Memorandum — D&O Tower — Delivered May 27, 2022. This memorandum identified fourteen (14) coverage gaps and areas of concern within the incumbent D&O tower structure, including issues related to regulatory investigation coverage, definition of "Claim," Side-A DIC coordination, and severability of the application.
3. Preliminary Coverage Gap Memorandum — Product-Liability Tower — Delivered May 27, 2022. This memorandum identified eleven (11) coverage gaps within the incumbent PL tower, including concerns regarding the adequacy of the product recall sub-limit, cross-liability exclusions, and mold/contamination carve-outs.
4. Comprehensive D&O Tower Review Report — Delivered June 17, 2022. This report provided an in-depth, policy-by-policy analysis of the full D&O tower, including a review of all insuring agreements, definitions, conditions, and exclusions, together with a comparative analysis against market-standard terms and C&H's recommended coverage benchmarks for companies in Nexford's industry sector and risk profile.
5. Comprehensive Product-Liability Tower Review Report — Delivered June 17, 2022. This report provided a corresponding in-depth analysis of the full PL tower, including attention to the interaction among layers, follow-form provisions, and any deviations in excess layer terms from the primary policy form.
6. Side-A DIC Policy Analysis Memorandum — Dated June 3, 2022. This memorandum analyzed the Harrington Specialty Insurance Co. Side-A DIC policy (Policy No. HSI-DIC-2021-00342), including the scope of the DIC coverage, the drop-down triggers, the priority-of-payment provisions, and the coordination with the underlying D&O tower. The memorandum included a recommendation to increase the Side-A DIC limit from fifteen million dollars ($15,000,000) to twenty million dollars ($20,000,000), based on our assessment of the Company's exposure profile, including the composition of the Board of Directors, the nature and complexity of the Company's operations, and the pending litigation environment.
7. Product Recall Sub-Limit Adequacy Memorandum — Dated June 7, 2022. This memorandum assessed the adequacy of the existing product recall sub-limit of two million five hundred thousand dollars ($2,500,000) per occurrence and five million dollars ($5,000,000) in the aggregate, and recommended an increase to five million dollars ($5,000,000) per occurrence and ten million dollars ($10,000,000) in the aggregate, based on Nexford's product line exposure, historical recall activity in the industrial equipment sector, and the potential costs associated with a recall event involving the Company's conveyor systems and fastener products.
8. Cross-Liability and Intercompany Coverage Memorandum — Dated June 10, 2022. This memorandum addressed coverage issues arising from claims between Nexford and its subsidiaries, including Nexford Conveyor Systems, LLC and Triton Fastener Corp., and analyzed the insured-versus-insured exclusions and cross-liability provisions in the D&O and PL towers.
9. Regulatory Investigation Coverage Memorandum — D&O — Dated June 14, 2022. This memorandum analyzed the scope of coverage available under the D&O tower for regulatory investigations, including formal and informal inquiries by the Securities and Exchange Commission, the Department of Justice, and relevant state regulators, and identified areas where the policy language could be strengthened to provide broader protection.
10. D&O Limits Adequacy Memorandum — Dated June 6, 2022. This memorandum assessed the adequacy of the $55 million D&O aggregate in light of Nexford's current status as a privately held company, the size and composition of its Board, the nature of its operations, and the pending and potential claims environment. The memorandum concluded that the $55 million aggregate was adequate for Nexford's current private-company status but recommended a reassessment prior to any public offering in the anticipated 2023–2024 timeframe.
11. Product-Liability Limits Adequacy Memorandum — Dated June 8, 2022. This memorandum assessed the adequacy of the $75 million PL aggregate in light of Nexford's product lines, distribution channels, historical claims frequency and severity, and the two currently pending product-liability lawsuits.
12. Broker Submission Review Letter — Dated May 10, 2022. This letter provided our review and commentary on Ashford Breckinridge LLP's May 3, 2022 marketing submission to the insurance market, including recommendations for supplemental disclosures and clarifications regarding the Company's claims history and risk management practices.
13. Carrier Quote Comparison Matrices — Dated June 10, 2022. These matrices provided side-by-side comparisons of the quotes received from all responding carriers for both the D&O and PL towers, covering premium, limits, retentions, key terms, and notable exclusions or limitations.
14. Renewal Negotiation Points Memorandum — Dated June 13, 2022. This memorandum identified eighteen (18) specific negotiation points to be pursued during the renewal process, consisting of ten (10) items related to the D&O tower and eight (8) items related to the PL tower, with recommended language for each point and a prioritization framework to guide the negotiation strategy.
15. Renewal Bind Recommendation — Communicated via email from Naomi Petersen to you, dated June 24, 2022. This email set forth C&H's recommendation regarding the final carrier selections and terms for binding both towers, incorporating the results of the negotiation process and the final quotes received.
16. Renewal Binding Confirmation Review Letter — Dated July 8, 2022. Following the binding of both towers on June 28, 2022, this letter confirmed our review of the binding confirmation documentation received from Ashford Breckinridge and identified items requiring follow-up in the post-bind policy issuance process.
17. Memorandum on Interaction of Pending Claims with PL Tower Renewal — Dated May 20, 2022. This memorandum analyzed the impact of the two pending product-liability lawsuits on the PL tower renewal, including considerations related to prior-acts coverage, known-loss provisions, and the treatment of open reserves in the context of the transition from the incumbent policy to the renewal policy.
18. Coverage Coordination Letter to Hollander Byrne & Strauss LLP — Dated May 25, 2022. This letter established coverage coordination protocols between C&H (as insurance coverage counsel) and Hollander Byrne & Strauss LLP (as litigation counsel) with respect to the pending product-liability matters, addressing defense cost reporting, reserve communications, and claims-handling procedures under the PL tower.
19. Claims Reporting Compliance Checklist — Dated June 1, 2022. This checklist provided a comprehensive guide for Nexford's risk management team to ensure compliance with the notice and reporting requirements under each policy in both the D&O and PL towers, including notice timing, addressees, and required content.
20. Defense Cost Erosion Tracking Guidance — Communicated via email from Yuki Nakamura to Trevor Haines, dated June 15, 2022. This email provided detailed guidance on tracking the erosion of the Midland Casualty primary aggregate by defense costs in the pending product-liability matters, including a spreadsheet template for ongoing monitoring.
21. Board Presentation Memorandum — Dated June 22, 2022. This memorandum provided a summary of the insurance tower review findings, renewal options, and C&H's recommendations, formatted for presentation to the Nexford Board of Directors at its June 24, 2022 meeting.
22. Draft Board Resolution — Authorization to Bind Renewal — Dated June 22, 2022. This draft resolution was prepared for adoption by the Board authorizing the Company's officers to bind the renewal of both the D&O and PL towers within specified premium parameters.
23. Indemnification Agreement Review Memorandum — Dated June 4, 2022. This memorandum reviewed Nexford's form director and officer indemnification agreements in coordination with the D&O tower structure and identified two provisions requiring update, as further described in Section 4(a) of this letter.
24. Post-Bind Policy Wording Reviews — Our post-bind policy wording review for the D&O tower was completed on July 22, 2022, and our post-bind policy wording review for the PL tower was completed on July 25, 2022. These reviews compared the issued policy forms against the negotiated terms and identified the discrepancies described in Section 3 of this letter.
25. Follow-Up Endorsement Tracking Letter to Ashford Breckinridge LLP — Dated August 5, 2022. This letter documented the outstanding corrective endorsements identified during the post-bind policy wording reviews and requested that Ashford Breckinridge pursue issuance of the necessary endorsements from the applicable carriers.
2(b). Renewal Outcome Summary
Both the D&O tower and the PL tower were renewed effective July 1, 2022, with binding instructions issued on June 28, 2022, for the policy period July 1, 2022 through July 1, 2023. A summary of the renewal outcome for each tower follows.
D&O Insurance Tower. The D&O tower was renewed at an aggregate limit of fifty-five million dollars ($55,000,000), with a total annualized premium of one million four hundred ninety-eight thousand two hundred dollars ($1,498,200). This represents an increase of one hundred thirty-four thousand seven hundred fifty dollars ($134,750), or approximately 9.88%, over the prior year premium of one million three hundred sixty-three thousand four hundred fifty dollars ($1,363,450). The tower structure and carrier lineup for the 2022–2023 policy period is as follows:
• Primary Layer: Vandermeer National Insurance Company (Policy No. VNI-DO-2022-91205) — renewed.
• 1st Excess Layer: Commonwealth Indemnity Group — renewed.
• 2nd Excess Layer: Northfield Excess Insurance Company — new carrier, replacing Graystone Mutual Assurance Co. Premium of $221,000, compared to the prior premium of $198,750 paid to Graystone.
• 3rd Excess Layer: Pinnacle Re Insurance Ltd. — renewed.
• Side-A DIC: Harrington Specialty Insurance Co. — renewed, with limit increased from $15,000,000 to $20,000,000. Premium increased from $224,000 to $289,500, reflecting the additional limit and modest rate adjustments.
The carrier change on the 2nd excess layer — from Graystone Mutual Assurance Co. to Northfield Excess Insurance Company — was driven by Northfield's more favorable terms on the definition of "Loss" and its willingness to follow form to the Vandermeer primary without restrictive manuscript endorsements. The net impact of the carrier change was an incremental premium of $22,250 on that layer, which we assessed as reasonable given the improved coverage terms.
Product-Liability Insurance Tower. The PL tower was renewed at an aggregate limit of seventy-five million dollars ($75,000,000), with a total annualized premium of two million nine hundred eighty-five thousand five hundred dollars ($2,985,500). This represents an increase of three hundred forty-two thousand six hundred dollars ($342,600), or approximately 12.96%, over the prior year premium of two million six hundred forty-two thousand nine hundred dollars ($2,642,900). The tower structure and carrier lineup for the 2022–2023 policy period is as follows:
• Primary Layer: Midland Casualty & Surety Company (Policy No. MCS-GL-2022-58904) — renewed.
• 1st Excess / Umbrella Layer: Great Basin Insurance Company — renewed.
• 2nd Excess Layer: Cornerstone Reinsurance Corp. — renewed.
• 3rd Excess Layer: Allegheny Pacific Underwriters, Inc. — renewed.
As recommended in our Product Recall Sub-Limit Adequacy Memorandum dated June 7, 2022, the product recall sub-limit was increased from $2,500,000 per occurrence / $5,000,000 aggregate to $5,000,000 per occurrence / $10,000,000 aggregate, with an incremental premium of $67,000 attributable to this enhancement.
Combined Renewal Summary. The combined renewal premium for both towers is four million four hundred eighty-three thousand seven hundred dollars ($4,483,700), representing a total increase of four hundred seventy-seven thousand three hundred fifty dollars ($477,350), or approximately 11.91%, over the prior combined total of four million six thousand three hundred fifty dollars ($4,006,350). The combined premium falls within the not-to-exceed threshold of four million six hundred thousand dollars ($4,600,000) authorized by the Nexford Board of Directors at its June 24, 2022 meeting, resulting in a margin of one hundred sixteen thousand three hundred dollars ($116,300) below the authorized cap.
3. Outstanding Items
Although all active work on this matter has been completed, two corrective endorsements remain outstanding as of the date of this letter. These items were identified during our post-bind policy wording reviews and are detailed in our Follow-Up Endorsement Tracking Letter to Ashford Breckinridge LLP dated August 5, 2022.
3(a). Vandermeer National Insurance Company — Definition of "Claim"
Our post-bind policy wording review of the D&O tower, completed on July 22, 2022, identified a discrepancy between the issued policy form and the terms agreed upon during the renewal negotiations with respect to the Vandermeer National primary policy (Policy No. VNI-DO-2022-91205). Specifically, the definition of "Claim" in the issued policy form is narrower than the language that was negotiated and confirmed in the carrier's binder. The issued policy excludes informal regulatory inquiries from the definition of "Claim," which is contrary to the negotiated terms. As discussed in our Regulatory Investigation Coverage Memorandum dated June 14, 2022, coverage for informal regulatory inquiries was a priority negotiation item, and the agreed-upon definition was intended to encompass such inquiries.
A corrective endorsement has been requested through Ashford Breckinridge LLP, with Phillip Garza serving as the point of contact at the brokerage. The response deadline communicated to Ashford Breckinridge for this endorsement is August 31, 2022.
3(b). Midland Casualty & Surety Company — Recall Sub-Limit Endorsement
Our post-bind policy wording review of the PL tower, completed on July 25, 2022, confirmed that the increased recall sub-limit of $5,000,000 per occurrence / $10,000,000 aggregate is reflected in the underlying policy terms and the premium computation. However, the formal endorsement memorializing this change has not yet been attached to the issued Midland Casualty primary policy (Policy No. MCS-GL-2022-58904). While the terms appear to be correctly reflected in the policy declarations, the absence of the corresponding endorsement creates an ambiguity that should be resolved through issuance of a formal endorsement.
A corrective endorsement has been requested through Ashford Breckinridge LLP, also with a response deadline of August 31, 2022.
3(c). Recommended Action
We recommend that Donna Kowalski and Trevor Haines follow up directly with Tamara Fisk at Ashford Breckinridge LLP to ensure that both corrective endorsements are received by the August 31, 2022 deadline. We further recommend that, upon receipt of each endorsement, the Nexford risk management team review the endorsement language to confirm that it accurately reflects the negotiated terms. If the endorsements are not received by the August 31, 2022 deadline, or if any questions arise regarding the endorsement language upon receipt, please contact the undersigned or Naomi Petersen to reactivate this matter so that C&H can provide the necessary review and follow-up assistance.
4. Additional Recommendations for Client Attention (Outside Active Scope)
In addition to the outstanding endorsement items described in Section 3, we wish to bring two additional matters to the Company's attention. These items were identified during the course of the engagement but fall outside the active scope of Matter No. 1005-00003 and would require separate engagement or the involvement of Nexford's other advisors to address.
4(a). Indemnification Agreement Updates
As noted in our Indemnification Agreement Review Memorandum dated June 4, 2022, two provisions in Nexford's form director and officer indemnification agreements require updating to align with the current D&O tower structure, particularly with respect to the coordination between the indemnification agreements and the Harrington Specialty Insurance Co. Side-A DIC policy. Specifically:
(1) The advancement of expenses clause in the form indemnification agreement does not align with the Harrington Side-A DIC trigger. Under the current indemnification agreement language, the Company's obligation to advance expenses is conditioned on a determination that the director or officer is likely entitled to indemnification, whereas the Side-A DIC policy drops down when the Company is unable or unwilling to advance expenses. The misalignment between these two provisions could create a scenario in which the DIC coverage is not triggered despite a practical inability of the Company to advance expenses.
(2) The definition of "Proceeding" in the form indemnification agreement is narrower than the definition of "Claim" in the D&O tower policies. This discrepancy could result in situations in which insurance coverage is available for a particular matter but the corresponding indemnification obligation under the agreement is not triggered, or vice versa.
These updates should be addressed by Nexford's corporate governance counsel and are outside the scope of the insurance tower review engagement. We recommend that these updates be prioritized in advance of the next election or appointment of directors to the Nexford Board.
4(b). Pending Product-Liability Claims Monitoring
Two product-liability claims remain active as of the date of this letter, both of which implicate the PL tower:
(1) Higgins v. Nexford Conveyor Systems, LLC et al., Case No. 2021-L-04382, pending in the Circuit Court of Will County, Illinois. The plaintiff seeks damages of approximately fourteen million five hundred thousand dollars ($14,500,000) arising from alleged injuries sustained in connection with the operation of a conveyor system manufactured by Nexford Conveyor Systems, LLC.
(2) Consolidated Builders Supply Co. v. Triton Fastener Corp., Case No. 1:21-cv-08914, pending in the United States District Court for the Northern District of Illinois. The plaintiff seeks damages of approximately six million eight hundred thousand dollars ($6,800,000) arising from alleged product defects in fasteners manufactured by Triton Fastener Corp., a Nexford subsidiary.
As of the most recent information available to us, open reserves on these two matters total approximately eight million three hundred thousand dollars ($8,300,000) against the Midland Casualty & Surety Company primary layer. We note that the Midland Casualty primary aggregate is ten million dollars ($10,000,000), which means the open reserves currently represent 83% of the primary aggregate. Defense cost erosion should continue to be tracked carefully against the Midland primary aggregate to monitor proximity to the Great Basin Insurance Company excess layer attachment point, consistent with the guidance provided by Yuki Nakamura in her email to Trevor Haines dated June 15, 2022.
Hollander Byrne & Strauss LLP — specifically, Catherine Byrne and Rafael Mendez — serves as litigation counsel on both matters and has been advised of the coverage coordination protocols established pursuant to our letter of May 25, 2022. We recommend that the risk management team maintain regular communication with Hollander Byrne & Strauss regarding defense cost accruals and reserve developments, and that the team promptly notify C&H if there is a material change in the posture of either case that could warrant reactivation of this matter for additional coverage analysis.
5. Reactivation Procedures
To reactivate Matter No. 1005-00003, Nexford should contact the undersigned or Naomi Petersen in writing. An email communication will be sufficient for this purpose. Upon receipt of a reactivation request, we will promptly confirm the reactivation, update our matter records, and resume work as directed by the Company.
Upon reactivation, billing will resume at the hourly rates then in effect under the Outside Counsel Agreement. For reference, the rates currently in effect under the OCA are as follows:
• Partners: $1,150 per hour
• Senior Associates: $825 per hour
• Associates: $625 per hour
We anticipate that reactivation of this matter may be warranted in one or more of the following circumstances, among others:
(a) Receipt (or non-receipt by the August 31, 2022 deadline) of the two outstanding corrective endorsements described in Section 3 above, or any dispute regarding the endorsement language.
(b) Any material change in the posture of the pending product-liability litigation described in Section 4(b) above — for example, an adverse dispositive ruling, a settlement demand exceeding the Midland Casualty primary layer limits, or a significant upward reserve adjustment — that warrants a reassessment of tower adequacy or a review of excess layer notice obligations.
(c) Initiation of a regulatory investigation by the Occupational Safety and Health Administration ("OSHA"), the Consumer Product Safety Commission ("CPSC"), or a state attorney general that implicates D&O coverage under the D&O tower or product-liability coverage under the PL tower.
(d) Any new product-liability claim or product recall event involving Nexford or any of its subsidiaries.
(e) A pre-IPO insurance tower reassessment, which our D&O Limits Adequacy Memorandum dated June 6, 2022 recommended in connection with Nexford's potential initial public offering in the 2023–2024 timeframe. As noted in that memorandum, the current D&O aggregate of $55 million was assessed as adequate for the Company's current status as a privately held entity but would need to be revisited and likely increased substantially prior to any public offering, given the significantly elevated exposure profile that accompanies public-company status.
(f) Approach of the July 1, 2023 renewal cycle, should Nexford wish to engage C&H to provide renewal support for the 2023–2024 policy period. We would recommend initiating any such engagement no later than April 2023, to allow adequate time for the renewal review process.
6. Billing Summary
A summary of the billing activity on Matter No. 1005-00003 through the date of dormancy is as follows:
Four monthly invoices were rendered over the course of the engagement, covering the following billing periods: April 2022 (partial month, commencing April 26, 2022), May 2022, June 2022, and July 2022. All four invoices have been paid in full, and there is no outstanding accounts receivable balance on this matter as of the date of this letter.
The billing partner on this matter is Angela Fontaine (Billing Code AFO-7724). Any questions regarding the invoices or billing history on this matter should be directed to Ms. Fontaine.
7. Document Retention
The Firm will retain all work product, correspondence, memoranda, reports, working papers, and client files related to Matter No. 1005-00003 in accordance with Calderwood & Harkness LLP's standard document retention policies, as described in the Outside Counsel Agreement. Upon request from Nexford, copies of any deliverables or working papers can be provided. In the event that Nexford wishes to take possession of the original client files for this matter, please contact the undersigned to make arrangements for transfer of custody.
8. Acknowledgments
We wish to express our appreciation for the excellent cooperation and responsiveness of the Nexford team throughout this engagement. In particular, we thank you, Trevor Haines, and Donna Kowalski for your consistent availability, timely provision of information and documents, and thoughtful engagement with the substantive issues raised during the course of our review. The quality and efficiency of the work on this matter was significantly enhanced by the professionalism and organization of the Nexford team.
We also wish to acknowledge the productive coordination with the Company's other advisors during the engagement, including Ashford Breckinridge LLP (Phillip Garza and Tamara Fisk), who served as the Company's insurance broker and were instrumental in the marketing and placement process; Hollander Byrne & Strauss LLP (Catherine Byrne and Rafael Mendez), who serves as litigation counsel on the pending product-liability matters and cooperated effectively in establishing the coverage coordination protocols; and Kessler Quinn Advisory Group (Arthur Kessler and Diana Cho), who provided actuarial and risk advisory support.
Finally, we note that, per the email of June 20, 2022, a high-level tower adequacy summary was provided to Celeste Brogan at Veltrano Capital Partners for Fund IV portfolio risk oversight purposes, in accordance with the authorization provided by you on behalf of the Company.
Please do not hesitate to contact me or Naomi Petersen if any questions arise regarding any of the foregoing, or if you wish to reactivate this matter at any time. We value our relationship with Nexford and look forward to continuing to serve the Company's needs.
Sincerely,
CALDERWOOD & HARKNESS LLP
By: ________
Douglas Fairchild Partner Calderwood & Harkness LLP 155 North Wacker Drive, Suite 4200 Chicago, Illinois 60606 Telephone: (312) 555-8400
Email: dfairchild@calderwoodharkness.com
cc:
Sandra Elliston, Chief Executive Officer, Nexford Industrial Holdings Inc. Marcus Delacroix, Chief Financial Officer, 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. Angela Fontaine, Billing Partner, Calderwood & Harkness LLP Naomi Petersen, Lead Associate, Calderwood & Harkness LLP Yuki Nakamura, Working Associate, Calderwood & Harkness LLP
Enclosures: None (all referenced deliverables previously provided)
Category | Amount
Total professional fees billed | $187,462.50
Total disbursements billed | $3,214.18
Total billed | $190,676.68

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