1005-00005 · Nexford Industrial Holdings · Engagement

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PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT

CALDERWOOD & HARKNESS LLP

Internal Memorandum

Conflict Check Results

TO: Priya Anand, Responsible Partner, Litigation Department

FROM: Douglas Carmichael, Billing Partner, Litigation Department; assisted by Simone Laroche, Lead Associate

DATE: August 21, 2022

RE: Conflict Check Results — Proposed Representation of Nexford Industrial Holdings Inc. in Cardinal Peak Industries v. Nexford Industrial Holdings Inc., Circuit Court of Cook County, Illinois, County Department, Law Division, Case No. 2022-L-008471

MATTER NUMBER: 1005-00005

I. Purpose of Memorandum

This memorandum documents the results of the firm's conflicts clearance process conducted in connection with the proposed engagement of Calderwood & Harkness LLP ("C&H" or "the Firm") to represent Nexford Industrial Holdings Inc. ("Nexford" or "NIH") as defense litigation counsel in the above-captioned matter, Cardinal Peak Industries v. Nexford Industrial Holdings Inc., Case No. 2022-L-008471, pending in the Circuit Court of Cook County, Illinois, County Department, Law Division.

The conflict check was initiated on August 19, 2022, promptly upon receipt of the initial inquiry from Deborah Whitfield, Vice President and General Counsel of Nexford, regarding the Firm's availability and interest in undertaking the defense representation. The conflicts clearance process was completed on August 21, 2022, following a comprehensive search of the Firm's conflicts management database, manual review of partner and associate matter histories, and collection of individual attorney certifications from all members of the proposed engagement team.

Pursuant to the Firm's Standard Intake and Conflicts Procedures Manual (revised January 2022), conflicts clearance is required before the engagement letter (which is anticipated to be issued on August 22, 2022) may be executed and the matter formally opened in the Firm's billing and document management systems. No substantive legal work on behalf of Nexford may commence, and no privileged communications of a substantive nature may be exchanged with the prospective client, until this clearance is duly granted and acknowledged by the Responsible Partner.

This memorandum is protected by the attorney work product doctrine and the attorney-client privilege. It is prepared solely for internal use within Calderwood & Harkness LLP and should not be disclosed to any client, prospective client, or third party under any circumstances.

II. Summary of Proposed Engagement

The following summarizes the material parameters of the proposed engagement for purposes of the conflicts analysis:

Client: Nexford Industrial Holdings Inc., a corporation organized and existing under the laws of the State of Delaware, with its principal place of business and corporate headquarters located at 4200 West Lakeshore Industrial Parkway, Suite 300, Waukegan, Illinois 60085. Nexford's federal employer identification number is 36-4821097, and its Delaware Charter Number is 7284159. Nexford is engaged principally in the business of precision metal fabrication and the manufacture of engineered components for the automotive, aerospace, and heavy industrial sectors.

Nature of Matter: Calderwood & Harkness LLP has been asked to serve as lead defense litigation counsel in connection with a complaint filed by Cardinal Peak Industries ("Cardinal Peak" or "CPI"), a Colorado limited liability company, alleging breach of contract, unjust enrichment, and account stated arising from a disputed raw-material surcharge pass-through under a Master Supply Agreement between the parties (designated MSA-NIH-CPI-2020-001, dated January 15, 2020). Cardinal Peak alleges that Nexford failed to pay certain raw-material surcharges that Cardinal Peak contends it was contractually entitled to assess and pass through under the pricing adjustment provisions of the Master Supply Agreement. Nexford disputes the validity and enforceability of the surcharges on multiple grounds, including the contention that Cardinal Peak failed to comply with the contractual notice and substantiation requirements set forth in the MSA as prerequisites to invoking the surcharge mechanism.

Amount in Controversy: The Complaint, as filed, asserts aggregate damages in the amount of Four Million Seven Hundred Thirty Thousand Dollars ($4,730,000.00) in unpaid surcharges, together with statutory pre-judgment interest under 815 ILCS 205/2, attorneys' fees under the MSA's prevailing-party provision, and costs of suit.

Court and Case Number: Circuit Court of Cook County, Illinois, County Department, Law Division, Case No. 2022-L-008471.

Date Complaint Filed: August 8, 2022. Service of process was effectuated upon Nexford on August 12, 2022, by personal service upon the registered agent. Nexford's deadline to answer, move, or otherwise plead in response to the Complaint is September 12, 2022 (thirty days from service), subject to any extension that may be obtained by agreement of counsel or order of the court.

Proposed Engagement Team: The following attorneys have been identified as the proposed engagement team for this matter:

Additional attorneys or professional staff may be assigned to the matter as the engagement progresses, subject to supplemental conflict checks as required by Firm policy.

III. Parties and Related Entities Checked

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

A. Client Side — Nexford Industrial Holdings Inc. and Affiliates

The following entities and individuals were checked on the client side of the proposed engagement:

1. Nexford Industrial Holdings Inc.

Nexford is a Delaware corporation and the proposed client in this matter. It is a precision metal fabrication and engineered components manufacturer serving the automotive, aerospace, and heavy industrial sectors. Based on publicly available information and representations made by Nexford's General Counsel, Nexford reports annual revenue of approximately $287 million for fiscal year 2022. The company employs approximately 1,400 personnel across three manufacturing facilities located in Waukegan, Illinois; Toledo, Ohio; and Greenville, South Carolina. The following key officers and executives of Nexford were individually checked:

• Martin Schaeffer — Chief Executive Officer

• Lydia Tran — Chief Financial Officer

• Russell Okonkwo — Vice President, Procurement

• Deborah Whitfield — Vice President and General Counsel

2. Marlowe Asset Management Bluff Capital Partners, LP

Marlowe Asset Management Bluff Capital Partners, LP ("VBCP") is a Delaware limited partnership that serves as the private equity sponsor and majority owner of Nexford. VBCP acquired its controlling interest in Nexford in connection with a leveraged buyout transaction that closed in September 2019. VBCP maintains its principal offices at 875 North Michigan Avenue, Suite 3600, Chicago, Illinois 60611. The following key individuals associated with VBCP were individually checked:

• Conrad Yeung — Managing Partner

• Diana Calloway — Principal and Nexford Board Observer

Although VBCP is not a named party in the litigation and is not expected to be directly involved in the proceedings, it was included in the conflicts search due to its status as the majority equity holder of the proposed client and its potential indirect interest in the outcome of the matter. Additionally, Diana Calloway, as a Board Observer appointed by VBCP, may participate in strategic decisions concerning the litigation and may have access to privileged communications.

3. Marlowe Asset Management Bluff Capital Management LLC

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

4. Summary of Key Nexford Individuals Checked

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

B. Adverse Party — Cardinal Peak Industries and Related Persons

The following entities and individuals were checked on the adverse side of the proposed engagement:

1. Cardinal Peak Industries

Cardinal Peak Industries is a Colorado limited liability company and the plaintiff in this action. Cardinal Peak is a steel producer and distributor headquartered at 1580 Ridgeline Boulevard, Pueblo, Colorado 81001, with a federal employer identification number of 84-3295618. Based on publicly available information, Cardinal Peak reports annual revenue of approximately $415 million for fiscal year 2022. Cardinal Peak operates steel production and distribution facilities in Pueblo, Colorado; Birmingham, Alabama; and Gary, Indiana. The following key officers and representatives of Cardinal Peak were individually checked:

• Frank Delacroix — President and Chief Executive Officer

• Natalie Gunderson — Vice President, Sales and Commercial

• Harold Briggs — Controller

• Patricia Morrow — General Counsel

2. Key Cardinal Peak Individuals Checked

Each of the above-named individuals—Frank Delacroix, Natalie Gunderson, Harold Briggs, and Patricia Morrow—was searched individually by name across the full scope of the Firm's conflicts databases and matter records. No known affiliates, subsidiaries, or parent entities of Cardinal Peak Industries were identified during the intake process; however, the search was conducted broadly to capture any potential entity name variations or d/b/a designations.

C. Opposing Counsel

The following law firm and individual attorneys were checked:

1. Blackwood Stein & Associates LLP

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

• Garrett Blackwood — Lead Partner

• Megan Hsu — Associate

2. Individuals Checked

Both Garrett Blackwood and Megan Hsu were searched individually by name across all conflicts databases, including the lateral hire portable business disclosures maintained by the Firm, to determine whether either individual had any prior professional or personal connection to Calderwood & Harkness LLP or its attorneys.

D. Other Relevant Third Parties

In addition to the parties, their affiliates, and opposing counsel, the following third parties were identified as potentially relevant to the engagement and were included in the conflicts search:

1. Ridgecrest National Bank, N.A.

Ridgecrest National Bank, N.A. ("Ridgecrest") is a nationally chartered bank with offices at 120 North LaSalle Street, Chicago, Illinois 60602. Ridgecrest serves as Nexford's senior secured lender under a $45 million revolving credit facility dated March 12, 2021 (the "Credit Facility"). Karen Whitmore is the Relationship Manager assigned to the Nexford account at Ridgecrest. Although Ridgecrest is not a party to the litigation and is not expected to become a party, it was included in the conflicts search because Nexford's obligations under Section 6.03(b) of the Credit Facility may require Nexford to notify Ridgecrest of litigation involving claims in excess of specified monetary thresholds. Furthermore, the litigation outcome could have implications for financial covenants and borrowing base calculations under the Credit Facility, making Ridgecrest a key stakeholder with a material indirect interest in the matter.

2. Hargrove Kellner CPAs LLP

Hargrove Kellner CPAs LLP ("Hargrove Kellner") is Nexford's independent external auditing firm, with offices at 500 West Monroe Street, Suite 3100, Chicago, Illinois 60661. Steven Margolis serves as the Engagement Partner on the Nexford audit. Hargrove Kellner was included in the conflicts search because it may possess financial records, workpapers, or other materials relevant to the damages claims in the litigation, and because it is possible that communications between Nexford and Hargrove Kellner regarding the surcharge dispute may become discoverable. Hargrove Kellner is not a party to the litigation.

3. Meridian Bridge Consulting LLC

Meridian Bridge Consulting LLC ("Meridian Bridge") is a damages and financial consulting firm located at 311 South Michigan Avenue, Suite 1500, Chicago, Illinois 60604. Dr. Anita Rosenthal serves as the Lead Consultant at Meridian Bridge. Nexford's General Counsel has indicated that Meridian Bridge is under preliminary consideration as a potential damages and expert consulting resource for the defense, although no formal engagement has yet been undertaken. Meridian Bridge was included in the conflicts search on a precautionary basis in anticipation of a possible future retention. A supplemental conflict check will be conducted if and when a formal expert engagement is undertaken.

4. Great Lakes Dispute Resolution Center

The Great Lakes Dispute Resolution Center ("GLDRC") is a mediation and alternative dispute resolution services provider located at 150 North Riverside Plaza, Suite 2700, Chicago, Illinois 60606. GLDRC was included in the conflicts search on a precautionary basis because Section 14.3 of the Master Supply Agreement between Nexford and Cardinal Peak contains a mandatory pre-litigation mediation provision that may be invoked during the course of the litigation, and GLDRC is identified in Section 14.3 as one of the designated mediation services providers. GLDRC is not a party to the litigation.

IV. Conflicts Database Search Methodology

The conflicts clearance process was conducted in accordance with the procedures set forth in the Firm's Standard Intake and Conflicts Procedures Manual (revised January 2022) and in compliance with the Firm's obligations under the Illinois Rules of Professional Conduct. The specific methodology employed is described below.

System Used: The primary search was conducted using Calderwood & Harkness LLP's internal conflicts management system, IntakeCheck (version 8.2.1), which is the Firm's proprietary conflicts clearance platform. IntakeCheck maintains a comprehensive database of all current and former clients, adverse parties, related entities, and individual contacts associated with every matter handled by the Firm. The database search was supplemented by a manual review of partner and associate matter histories, including a review of the individual attorney billing records maintained in the Firm's time and billing system (TimeSolver) for each member of the proposed engagement team.

Search Conducted By: The initial database search was performed by the Firm's Conflicts Department under the direction of the assigned intake analyst. The results of the database search were reviewed and analyzed by Douglas Carmichael, Billing Partner, who supervised the overall conflicts clearance process and coordinated the collection of individual attorney certifications.

Date of Search: The conflicts search was initiated on August 19, 2022, and was completed on August 21, 2022. All search results reported herein reflect the state of the Firm's databases as of the close of business on August 21, 2022.

Search Parameters: The following search parameters were employed to ensure comprehensive coverage:

(a) All entity names in both full and abbreviated forms (e.g., "Nexford Industrial Holdings Inc.," "Nexford," "NIH," "Cardinal Peak Industries," "CPI," "Marlowe Asset Management Bluff Capital Partners," "VBCP," etc.);

(b) All individual names listed in Section III above, searched in all available name permutations;

(c) Federal employer identification numbers (EINs) for all entities for which EINs were available (36-4821097 for Nexford; 84-3295618 for Cardinal Peak);

(d) Known addresses for all entities and individuals;

(e) Known aliases, trade names, d/b/a designations, and affiliated entities.

Databases Searched: The above search parameters were run against the following databases and records within the Firm's systems:

(a) Current Open Matters — all matters currently open in the Firm's billing and matter management systems;

(b) Closed Matters (Past 10 Years) — all matters closed within the preceding ten-year period (August 2012 through August 2022), in accordance with the Firm's standard retention and search window for conflicts purposes;

(c) Prospective Client Intake Queue — all pending new matter intake requests that have been submitted but not yet cleared or opened;

(d) Lateral Hire Portable Business Disclosures — business of origin disclosures submitted by lateral attorneys who joined the Firm within the past ten years, identifying client relationships and matters that such attorneys maintained at their prior firms and that may have been transferred to or continued at Calderwood & Harkness LLP.

Scope of Review: The conflicts analysis encompassed the following categories of potential conflicts, consistent with the Firm's obligations under the Illinois Rules of Professional Conduct:

(i) Direct adverse representations — any current representation by the Firm of a party that is directly adverse to the proposed client in this matter;

(ii) Representations of adverse-side parties or affiliates — any current or prior representation by the Firm of Cardinal Peak Industries, its affiliates, or any entity or individual on the adverse side of the proposed engagement;

(iii) Representations of opposing counsel — any current or recent representation of Blackwood Stein & Associates LLP or its individual attorneys, which could create an appearance of conflict or impair the Firm's ability to advocate vigorously on behalf of the proposed client;

(iv) Material business or personal relationships — any material business, financial, familial, or personal relationships between any attorney or professional at Calderwood & Harkness LLP and any party, counsel, or related entity identified in Section III above;

(v) Prior representation of Cardinal Peak Industries — any prior representation of Cardinal Peak Industries, its affiliates, or its key officers that, even if concluded, could give rise to a conflict under Rule 1.9 (duties to former clients) based on substantial relationship between the prior matter and the current proposed engagement.

In addition to the database searches, each member of the proposed engagement team was asked to complete and submit an individual attorney certification form confirming the absence of personal, financial, or familial connections to any party, counsel, or related entity identified in the conflicts search. All four certifications were received and are on file with the Conflicts Department.

V. Results of Conflict Search

The results of the conflicts search are organized below by category, corresponding to the parties, entities, and individuals identified in Section III of this memorandum.

A. Nexford Industrial Holdings Inc.

Nexford Industrial Holdings Inc.: No prior or current representation of Nexford Industrial Holdings Inc. was identified in the Firm's conflicts database. Nexford has never been a client of Calderwood & Harkness LLP, and no open or closed matters naming Nexford as a client, adverse party, or interested third party were found. Nexford is a new client to the Firm, and this engagement, if approved, will constitute the first matter undertaken by the Firm on Nexford's behalf.

Marlowe Asset Management Bluff Capital Partners, LP: No current or prior representation of Marlowe Asset Management Bluff Capital Partners, LP was identified. The search returned no results for the entity under any name variation, including "VBCP," "Marlowe Asset Management Bluff," and "Marlowe Asset Management Bluff Capital."

Marlowe Asset Management Bluff Capital Management LLC: No current or prior representation or involvement of any kind was identified for Marlowe Asset Management Bluff Capital Management LLC, the general partner entity within the VBCP fund structure.

Conrad Yeung (VBCP Managing Partner): No prior engagements for Conrad Yeung individually were identified. No matters in which Mr. Yeung appeared as a client, adverse party, witness, or interested individual were found.

Diana Calloway (VBCP Principal / Nexford Board Observer): No prior engagements for Diana Calloway individually were identified. No matters in which Ms. Calloway appeared as a client, adverse party, witness, or interested individual were found.

Other Nexford Individuals: The individual searches for Martin Schaeffer, Lydia Tran, Russell Okonkwo, and Deborah Whitfield likewise returned no results. None of these individuals has previously been a client of the Firm or appeared as a party, witness, or interested individual in any matter handled by the Firm.

B. Cardinal Peak Industries

Cardinal Peak Industries: No current or prior representation of Cardinal Peak Industries was identified in the Firm's conflicts database. No open or closed matters naming Cardinal Peak as a client were found. No matters in which Cardinal Peak appeared as an adverse party, co-party, or interested third party in a matter in which the Firm represented another party were identified.

Cardinal Peak Affiliates: No known affiliates, subsidiaries, or parent entities of Cardinal Peak Industries were identified during the intake process. The search was conducted broadly using the "Cardinal Peak" name stem and the entity's EIN (84-3295618), and no results were returned.

Key Cardinal Peak Individuals: The individual searches for Frank Delacroix, Natalie Gunderson, Harold Briggs, and Patricia Morrow returned no results. None of these individuals has previously been a client of the Firm or appeared as a party, witness, or interested individual in any matter handled by the Firm.

Pending Intake Matters: No pending intake matters naming Cardinal Peak Industries or any of its principals were found in the Firm's prospective client intake queue as of the date of this search.

C. Blackwood Stein & Associates LLP

Blackwood Stein & Associates LLP: No current or prior representation of Blackwood Stein & Associates LLP was identified. The Firm has not undertaken any engagement on behalf of Blackwood Stein, and no matters in which Blackwood Stein appeared as a party or interested entity were found.

Garrett Blackwood: No current or prior representation of, or professional relationship with, Garrett Blackwood was identified. Mr. Blackwood does not appear in the Firm's conflicts database, lateral hire disclosures, or co-counsel records.

Megan Hsu: No current or prior representation of, or professional relationship with, Megan Hsu was identified. Ms. Hsu does not appear in the Firm's conflicts database, lateral hire disclosures, or co-counsel records.

Co-Counsel and Referral Relationships: No co-counsel arrangements, referral relationships, or fee-sharing arrangements between Calderwood & Harkness LLP and Blackwood Stein & Associates LLP were identified in the Firm's records.

D. Third Parties

Ridgecrest National Bank, N.A.: The conflicts search identified one prior engagement involving Ridgecrest National Bank, N.A. Specifically, the Firm performed discrete regulatory advisory work for Ridgecrest National Bank under Matter No. 1005-00005, which was opened in October 2018 and closed in March 2019. That engagement involved advice concerning compliance with certain amendments to federal bank regulatory requirements and was wholly unrelated to the subject matter of the current litigation, to Nexford Industrial Holdings Inc., or to the commercial relationships at issue in this dispute. No confidential information obtained during the course of the Ridgecrest engagement bears on, or is relevant to, the proposed representation of Nexford. Ridgecrest is not a party to the current litigation and is not expected to become a party; its involvement in this matter is limited to its role as Nexford's senior secured lender under the Credit Facility. Based on the foregoing, no conflict of interest has been identified in connection with the prior Ridgecrest engagement, and no informed consent or conflict waiver from Ridgecrest is required. This conclusion is addressed further in the analysis set forth in Section VI below.

Hargrove Kellner CPAs LLP: No current or prior representation of, or adverse relationship with, Hargrove Kellner CPAs LLP or its individual partners, including Steven Margolis, was identified in the Firm's conflicts database.

Meridian Bridge Consulting LLC / Dr. Anita Rosenthal: No current or prior relationship of any kind was identified in the conflicts system for Meridian Bridge Consulting LLC or for Dr. Anita Rosenthal individually. As noted above, Meridian Bridge is under preliminary consideration as a potential damages and expert consulting resource for the defense but has not yet been formally engaged. A supplemental conflict check will be conducted if and when a formal expert retention agreement is executed.

Great Lakes Dispute Resolution Center: No current or prior representation of, or conflict involving, the Great Lakes Dispute Resolution Center was identified. This entity was checked on a precautionary basis given its potential role as a mediation services provider under the Master Supply Agreement. No issues were found.

E. Attorney Personal Conflicts

Each member of the proposed engagement team completed and submitted an individual attorney certification form in accordance with the Firm's Standard Intake and Conflicts Procedures Manual. The results of these certifications are summarized below:

Priya Anand (Responsible Partner): Ms. Anand has confirmed in writing that she has no personal, financial, familial, or other material connections to any party, counsel, or related entity identified in this conflicts search. Ms. Anand has no ownership interest in, employment relationship with, or personal relationship with any individual associated with Nexford, Cardinal Peak, Marlowe Asset Management Bluff Capital Partners, Blackwood Stein & Associates, Ridgecrest National Bank, or any other entity or individual identified in Section III of this memorandum.

Douglas Carmichael (Billing Partner): Mr. Carmichael has confirmed in writing that he has no personal, financial, familial, or other material connections to any party, counsel, or related entity identified in this conflicts search. Mr. Carmichael has no ownership interest in, employment relationship with, or personal relationship with any individual associated with any of the entities or persons identified in Section III.

Simone Laroche (Lead Associate): Ms. Laroche has confirmed in writing that she has no personal, financial, familial, or other material connections to any party, counsel, or related entity identified in this conflicts search. Of particular note, Ms. Laroche joined Calderwood & Harkness LLP in September 2020 after practicing for three years at Denton Paige & Hart LLP. In her individual certification, Ms. Laroche specifically confirmed that during her tenure at Denton Paige & Hart, she had no involvement whatsoever with any matter involving any party, counsel, or entity listed in this conflicts search, and that she possesses no confidential information from her prior firm that could be relevant to the proposed engagement. No supplemental screening measures are required.

Jeffrey Park (Working Associate): Mr. Park has confirmed in writing that he has no personal, financial, familial, or other material connections to any party, counsel, or related entity identified in this conflicts search. Mr. Park has been employed at Calderwood & Harkness LLP since joining as a first-year associate in September 2021 and has no prior firm affiliations that require additional screening.

All four individual attorney certification forms are on file with the Conflicts Department and are available for review upon request.

VI. Analysis

Based on the comprehensive search results set forth in Section V above, the Firm's Conflicts Department and the undersigned Billing Partner have conducted the following analysis under the applicable provisions of the Illinois Rules of Professional Conduct.

Rule 1.7 — Conflict of Interest: Current Clients. Rule 1.7(a) provides that a lawyer shall not represent a client if the representation involves a concurrent conflict of interest, which exists if (1) the representation of one client will be directly adverse to another client, or (2) there is a significant risk that the representation of one or more clients will be materially limited by the lawyer's responsibilities to another client, a former client, or a third person, or by a personal interest of the lawyer. No concurrent conflict of interest has been identified under Rule 1.7. The Firm does not currently represent Cardinal Peak Industries or any entity or individual on the adverse side of this matter. The Firm does not currently represent any entity whose interests are materially adverse to those of Nexford in connection with this litigation. No member of the proposed engagement team has a personal interest that would materially limit his or her ability to represent Nexford.

Rule 1.9 — Duties to Former Clients. Rule 1.9(a) provides that a lawyer who has formerly represented a client in a matter shall not thereafter represent another person in the same or a substantially related matter in which that person's interests are materially adverse to the interests of the former client, unless the former client gives informed consent, confirmed in writing. The only former-client relationship identified in the conflicts search is the Firm's prior representation of Ridgecrest National Bank, N.A. under Matter No. 1005-00005 (closed March 2019). As detailed below, this prior representation does not trigger a conflict under Rule 1.9:

(a) Ridgecrest National Bank is not adverse to Nexford in this matter. Ridgecrest is Nexford's senior secured lender and is not a party to the litigation. There is no adversity between the Firm's former client (Ridgecrest) and the Firm's proposed client (Nexford) in this engagement.

(b) The subject matter of the prior Ridgecrest engagement (bank regulatory compliance) is wholly unrelated to the subject matter of the current proposed engagement (defense of commercial breach of contract claims under a supply agreement). The matters are not the same or substantially related within the meaning of Rule 1.9.

(c) No confidential information obtained during the prior Ridgecrest engagement bears on, or could reasonably be expected to be relevant to, the current matter. The regulatory compliance work performed for Ridgecrest involved no information concerning Nexford, Cardinal Peak, or the commercial relationships at issue.

Accordingly, no informed consent or conflict waiver from Ridgecrest National Bank is required.

Rule 1.10 — Imputation of Conflicts of Interest. Because no individual attorney at the Firm has been identified as having a conflict of interest in connection with this proposed engagement, Rule 1.10's imputation provisions are not triggered. There is no conflict to impute to any other attorney at the Firm.

Rule 1.18 — Duties to Prospective Clients. The Firm has not received any confidential information from Cardinal Peak Industries or any adverse-side party in connection with any preliminary consultation or prospective client inquiry. No pending intake matters involving Cardinal Peak or its principals were found in the Firm's prospective client intake queue. Rule 1.18 does not preclude the proposed engagement.

New Client Intake. Because Nexford Industrial Holdings Inc. is a new client to the Firm, standard new-client intake procedures have been completed, including Know Your Customer (KYC) and Anti-Money Laundering (AML) verification in accordance with the Firm's Client Acceptance Policy. No issues were identified during the KYC/AML review process. The client's identity and organizational structure have been verified through review of the Delaware Certificate of Good Standing, the company's articles of incorporation, and publicly available corporate filings.

Conclusion of Analysis. No conflicts of interest, actual or potential, have been identified under the Illinois Rules of Professional Conduct (including, without limitation, Rules 1.7, 1.9, 1.10, and 1.18) that would preclude Calderwood & Harkness LLP from undertaking the proposed representation of Nexford Industrial Holdings Inc. in Cardinal Peak Industries v. Nexford Industrial Holdings Inc., Case No. 2022-L-008471.

VII. Conclusion and Clearance

CONFLICTS CLEARANCE: GRANTED

Based on the foregoing search results and analysis, conflicts clearance is hereby granted for the proposed engagement of Calderwood & Harkness LLP to represent Nexford Industrial Holdings Inc. as defense litigation counsel in Cardinal Peak Industries v. Nexford Industrial Holdings Inc., Circuit Court of Cook County, Illinois, County Department, Law Division, Case No. 2022-L-008471.

The proposed engagement team—consisting of Priya Anand (Responsible Partner), Douglas Carmichael (Billing Partner), Simone Laroche (Lead Associate), and Jeffrey Park (Working Associate)—is cleared to proceed with the representation, subject to execution of the engagement letter by the client.

The engagement letter may be issued for execution on or after August 22, 2022. Upon execution of the engagement letter by Nexford Industrial Holdings Inc., the Conflicts Department will formally open Matter No. 1005-00005 in the Firm's billing and document management systems, and substantive legal work may commence.

Ongoing Obligations. If additional parties, entities, or individuals are identified during the course of the litigation—including, without limitation, the formal retention of expert consultants (such as Meridian Bridge Consulting LLC), the addition of third-party defendants or cross-claimants, the joinder of additional parties, or the involvement of additional Nexford or Cardinal Peak affiliates not identified in this initial search—a supplemental conflict check must be promptly requested through the Conflicts Department before any engagement or substantive interaction with such parties is undertaken. The engagement team bears a continuing obligation to report any new information that could affect the conflicts analysis throughout the duration of the representation.

VIII. Approvals

The following approvals and acknowledgments are required to complete the conflicts clearance process for Matter No. 1005-00005:

Conflicts Department Clearance:

CALDERWOOD & HARKNESS LLP — CONFLICTS DEPARTMENT

By: ________

Name: Rachel Ito

Title: Conflicts Analyst

Date: August 21, 2022

Clearance Status: CLEARED

Supervising Partner Approval:

By: ________

Name: Douglas Carmichael

Title: Billing Partner, Litigation Department

Date: August 21, 2022

Status: APPROVED

Responsible Partner Acknowledgment:

By: ________

Name: Priya Anand

Title: Responsible Partner, Litigation Department

Date: August 21, 2022

Status: ACKNOWLEDGED

IX. Distribution

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

This memorandum shall not be shared with the client, the prospective client, opposing counsel, any party to the litigation, or any other third party under any circumstances, unless disclosure is specifically authorized in writing by the Firm's General Counsel or the Firm's Ethics and Professional Responsibility Committee.

Copies of this memorandum and all supporting documentation (including individual attorney certification forms, IntakeCheck search reports, and related correspondence) shall be retained in the following locations:

(a) Matter File — Matter No. 1005-00005, maintained in the Firm's document management system;

(b) Conflicts Department Records — maintained in the Firm's Conflicts Department central files, in accordance with the Firm's document retention policies.

END OF MEMORANDUM

Name	Role	Department
Priya Anand	Responsible Partner	Litigation
Douglas Carmichael	Billing Partner	Litigation
Simone Laroche	Lead Associate	Litigation
Jeffrey Park	Working Associate	Litigation

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
CALDERWOOD & HARKNESS LLP
Internal Memorandum
Conflict Check Results
TO: Priya Anand, Responsible Partner, Litigation Department
FROM: Douglas Carmichael, Billing Partner, Litigation Department; assisted by Simone Laroche, Lead Associate
DATE: August 21, 2022
RE: Conflict Check Results — Proposed Representation of Nexford Industrial Holdings Inc. in Cardinal Peak Industries v. Nexford Industrial Holdings Inc., Circuit Court of Cook County, Illinois, County Department, Law Division, Case No. 2022-L-008471
MATTER NUMBER: 1005-00005
I. Purpose of Memorandum
This memorandum documents the results of the firm's conflicts clearance process conducted in connection with the proposed engagement of Calderwood & Harkness LLP ("C&H" or "the Firm") to represent Nexford Industrial Holdings Inc. ("Nexford" or "NIH") as defense litigation counsel in the above-captioned matter, Cardinal Peak Industries v. Nexford Industrial Holdings Inc., Case No. 2022-L-008471, pending in the Circuit Court of Cook County, Illinois, County Department, Law Division.
The conflict check was initiated on August 19, 2022, promptly upon receipt of the initial inquiry from Deborah Whitfield, Vice President and General Counsel of Nexford, regarding the Firm's availability and interest in undertaking the defense representation. The conflicts clearance process was completed on August 21, 2022, following a comprehensive search of the Firm's conflicts management database, manual review of partner and associate matter histories, and collection of individual attorney certifications from all members of the proposed engagement team.
Pursuant to the Firm's Standard Intake and Conflicts Procedures Manual (revised January 2022), conflicts clearance is required before the engagement letter (which is anticipated to be issued on August 22, 2022) may be executed and the matter formally opened in the Firm's billing and document management systems. No substantive legal work on behalf of Nexford may commence, and no privileged communications of a substantive nature may be exchanged with the prospective client, until this clearance is duly granted and acknowledged by the Responsible Partner.
This memorandum is protected by the attorney work product doctrine and the attorney-client privilege. It is prepared solely for internal use within Calderwood & Harkness LLP and should not be disclosed to any client, prospective client, or third party under any circumstances.
II. Summary of Proposed Engagement
The following summarizes the material parameters of the proposed engagement for purposes of the conflicts analysis:
Client: Nexford Industrial Holdings Inc., a corporation organized and existing under the laws of the State of Delaware, with its principal place of business and corporate headquarters located at 4200 West Lakeshore Industrial Parkway, Suite 300, Waukegan, Illinois 60085. Nexford's federal employer identification number is 36-4821097, and its Delaware Charter Number is 7284159. Nexford is engaged principally in the business of precision metal fabrication and the manufacture of engineered components for the automotive, aerospace, and heavy industrial sectors.
Nature of Matter: Calderwood & Harkness LLP has been asked to serve as lead defense litigation counsel in connection with a complaint filed by Cardinal Peak Industries ("Cardinal Peak" or "CPI"), a Colorado limited liability company, alleging breach of contract, unjust enrichment, and account stated arising from a disputed raw-material surcharge pass-through under a Master Supply Agreement between the parties (designated MSA-NIH-CPI-2020-001, dated January 15, 2020). Cardinal Peak alleges that Nexford failed to pay certain raw-material surcharges that Cardinal Peak contends it was contractually entitled to assess and pass through under the pricing adjustment provisions of the Master Supply Agreement. Nexford disputes the validity and enforceability of the surcharges on multiple grounds, including the contention that Cardinal Peak failed to comply with the contractual notice and substantiation requirements set forth in the MSA as prerequisites to invoking the surcharge mechanism.
Amount in Controversy: The Complaint, as filed, asserts aggregate damages in the amount of Four Million Seven Hundred Thirty Thousand Dollars ($4,730,000.00) in unpaid surcharges, together with statutory pre-judgment interest under 815 ILCS 205/2, attorneys' fees under the MSA's prevailing-party provision, and costs of suit.
Court and Case Number: Circuit Court of Cook County, Illinois, County Department, Law Division, Case No. 2022-L-008471.
Date Complaint Filed: August 8, 2022. Service of process was effectuated upon Nexford on August 12, 2022, by personal service upon the registered agent. Nexford's deadline to answer, move, or otherwise plead in response to the Complaint is September 12, 2022 (thirty days from service), subject to any extension that may be obtained by agreement of counsel or order of the court.
Proposed Engagement Team: The following attorneys have been identified as the proposed engagement team for this matter:
Additional attorneys or professional staff may be assigned to the matter as the engagement progresses, subject to supplemental conflict checks as required by Firm policy.
III. Parties and Related Entities Checked
In accordance with the Firm's Standard Intake and Conflicts Procedures Manual, the conflicts search was conducted against all known parties, affiliates, related entities, key individuals, opposing counsel, and material third parties associated with the proposed engagement. The full list of entities and individuals checked is set forth below.
A. Client Side — Nexford Industrial Holdings Inc. and Affiliates
The following entities and individuals were checked on the client side of the proposed engagement:
1. Nexford Industrial Holdings Inc.
Nexford is a Delaware corporation and the proposed client in this matter. It is a precision metal fabrication and engineered components manufacturer serving the automotive, aerospace, and heavy industrial sectors. Based on publicly available information and representations made by Nexford's General Counsel, Nexford reports annual revenue of approximately $287 million for fiscal year 2022. The company employs approximately 1,400 personnel across three manufacturing facilities located in Waukegan, Illinois; Toledo, Ohio; and Greenville, South Carolina. The following key officers and executives of Nexford were individually checked:
•  Martin Schaeffer — Chief Executive Officer
•  Lydia Tran — Chief Financial Officer
•  Russell Okonkwo — Vice President, Procurement
•  Deborah Whitfield — Vice President and General Counsel
2. Marlowe Asset Management Bluff Capital Partners, LP
Marlowe Asset Management Bluff Capital Partners, LP ("VBCP") is a Delaware limited partnership that serves as the private equity sponsor and majority owner of Nexford. VBCP acquired its controlling interest in Nexford in connection with a leveraged buyout transaction that closed in September 2019. VBCP maintains its principal offices at 875 North Michigan Avenue, Suite 3600, Chicago, Illinois 60611. The following key individuals associated with VBCP were individually checked:
•  Conrad Yeung — Managing Partner
•  Diana Calloway — Principal and Nexford Board Observer
Although VBCP is not a named party in the litigation and is not expected to be directly involved in the proceedings, it was included in the conflicts search due to its status as the majority equity holder of the proposed client and its potential indirect interest in the outcome of the matter. Additionally, Diana Calloway, as a Board Observer appointed by VBCP, may participate in strategic decisions concerning the litigation and may have access to privileged communications.
3. Marlowe Asset Management Bluff Capital Management LLC
Marlowe Asset Management Bluff Capital Management LLC is a Delaware limited liability company that serves as the general partner of Marlowe Asset Management Bluff Capital Partners, LP. It was included in the conflicts search as the controlling entity within the VBCP fund structure.
4. Summary of Key Nexford Individuals Checked
For the avoidance of doubt, the following individuals were searched individually by name, in addition to the entity-level searches described above: Martin Schaeffer, Lydia Tran, Russell Okonkwo, Deborah Whitfield, Conrad Yeung, and Diana Calloway. Each name was checked in all available permutations and against all active and archived databases maintained by the Firm's Conflicts Department.
B. Adverse Party — Cardinal Peak Industries and Related Persons
The following entities and individuals were checked on the adverse side of the proposed engagement:
1. Cardinal Peak Industries
Cardinal Peak Industries is a Colorado limited liability company and the plaintiff in this action. Cardinal Peak is a steel producer and distributor headquartered at 1580 Ridgeline Boulevard, Pueblo, Colorado 81001, with a federal employer identification number of 84-3295618. Based on publicly available information, Cardinal Peak reports annual revenue of approximately $415 million for fiscal year 2022. Cardinal Peak operates steel production and distribution facilities in Pueblo, Colorado; Birmingham, Alabama; and Gary, Indiana. The following key officers and representatives of Cardinal Peak were individually checked:
•  Frank Delacroix — President and Chief Executive Officer
•  Natalie Gunderson — Vice President, Sales and Commercial
•  Harold Briggs — Controller
•  Patricia Morrow — General Counsel
2. Key Cardinal Peak Individuals Checked
Each of the above-named individuals—Frank Delacroix, Natalie Gunderson, Harold Briggs, and Patricia Morrow—was searched individually by name across the full scope of the Firm's conflicts databases and matter records. No known affiliates, subsidiaries, or parent entities of Cardinal Peak Industries were identified during the intake process; however, the search was conducted broadly to capture any potential entity name variations or d/b/a designations.
C. Opposing Counsel
The following law firm and individual attorneys were checked:
1. Blackwood Stein & Associates LLP
Blackwood Stein & Associates LLP is a Denver-based litigation firm located at 717 Seventeenth Street, Suite 2200, Denver, Colorado 80202. Based on information contained in the Complaint and the cover letter accompanying service of process, Blackwood Stein has been retained by Cardinal Peak Industries to prosecute the surcharge claims that are the subject of this litigation. The following attorneys at Blackwood Stein were identified as counsel of record and individually checked:
•  Garrett Blackwood — Lead Partner
•  Megan Hsu — Associate
2. Individuals Checked
Both Garrett Blackwood and Megan Hsu were searched individually by name across all conflicts databases, including the lateral hire portable business disclosures maintained by the Firm, to determine whether either individual had any prior professional or personal connection to Calderwood & Harkness LLP or its attorneys.
D. Other Relevant Third Parties
In addition to the parties, their affiliates, and opposing counsel, the following third parties were identified as potentially relevant to the engagement and were included in the conflicts search:
1. Ridgecrest National Bank, N.A.
Ridgecrest National Bank, N.A. ("Ridgecrest") is a nationally chartered bank with offices at 120 North LaSalle Street, Chicago, Illinois 60602. Ridgecrest serves as Nexford's senior secured lender under a $45 million revolving credit facility dated March 12, 2021 (the "Credit Facility"). Karen Whitmore is the Relationship Manager assigned to the Nexford account at Ridgecrest. Although Ridgecrest is not a party to the litigation and is not expected to become a party, it was included in the conflicts search because Nexford's obligations under Section 6.03(b) of the Credit Facility may require Nexford to notify Ridgecrest of litigation involving claims in excess of specified monetary thresholds. Furthermore, the litigation outcome could have implications for financial covenants and borrowing base calculations under the Credit Facility, making Ridgecrest a key stakeholder with a material indirect interest in the matter.
2. Hargrove Kellner CPAs LLP
Hargrove Kellner CPAs LLP ("Hargrove Kellner") is Nexford's independent external auditing firm, with offices at 500 West Monroe Street, Suite 3100, Chicago, Illinois 60661. Steven Margolis serves as the Engagement Partner on the Nexford audit. Hargrove Kellner was included in the conflicts search because it may possess financial records, workpapers, or other materials relevant to the damages claims in the litigation, and because it is possible that communications between Nexford and Hargrove Kellner regarding the surcharge dispute may become discoverable. Hargrove Kellner is not a party to the litigation.
3. Meridian Bridge Consulting LLC
Meridian Bridge Consulting LLC ("Meridian Bridge") is a damages and financial consulting firm located at 311 South Michigan Avenue, Suite 1500, Chicago, Illinois 60604. Dr. Anita Rosenthal serves as the Lead Consultant at Meridian Bridge. Nexford's General Counsel has indicated that Meridian Bridge is under preliminary consideration as a potential damages and expert consulting resource for the defense, although no formal engagement has yet been undertaken. Meridian Bridge was included in the conflicts search on a precautionary basis in anticipation of a possible future retention. A supplemental conflict check will be conducted if and when a formal expert engagement is undertaken.
4. Great Lakes Dispute Resolution Center
The Great Lakes Dispute Resolution Center ("GLDRC") is a mediation and alternative dispute resolution services provider located at 150 North Riverside Plaza, Suite 2700, Chicago, Illinois 60606. GLDRC was included in the conflicts search on a precautionary basis because Section 14.3 of the Master Supply Agreement between Nexford and Cardinal Peak contains a mandatory pre-litigation mediation provision that may be invoked during the course of the litigation, and GLDRC is identified in Section 14.3 as one of the designated mediation services providers. GLDRC is not a party to the litigation.
IV. Conflicts Database Search Methodology
The conflicts clearance process was conducted in accordance with the procedures set forth in the Firm's Standard Intake and Conflicts Procedures Manual (revised January 2022) and in compliance with the Firm's obligations under the Illinois Rules of Professional Conduct. The specific methodology employed is described below.
System Used: The primary search was conducted using Calderwood & Harkness LLP's internal conflicts management system, IntakeCheck (version 8.2.1), which is the Firm's proprietary conflicts clearance platform. IntakeCheck maintains a comprehensive database of all current and former clients, adverse parties, related entities, and individual contacts associated with every matter handled by the Firm. The database search was supplemented by a manual review of partner and associate matter histories, including a review of the individual attorney billing records maintained in the Firm's time and billing system (TimeSolver) for each member of the proposed engagement team.
Search Conducted By: The initial database search was performed by the Firm's Conflicts Department under the direction of the assigned intake analyst. The results of the database search were reviewed and analyzed by Douglas Carmichael, Billing Partner, who supervised the overall conflicts clearance process and coordinated the collection of individual attorney certifications.
Date of Search: The conflicts search was initiated on August 19, 2022, and was completed on August 21, 2022. All search results reported herein reflect the state of the Firm's databases as of the close of business on August 21, 2022.
Search Parameters: The following search parameters were employed to ensure comprehensive coverage:
(a) All entity names in both full and abbreviated forms (e.g., "Nexford Industrial Holdings Inc.," "Nexford," "NIH," "Cardinal Peak Industries," "CPI," "Marlowe Asset Management Bluff Capital Partners," "VBCP," etc.);
(b) All individual names listed in Section III above, searched in all available name permutations;
(c) Federal employer identification numbers (EINs) for all entities for which EINs were available (36-4821097 for Nexford; 84-3295618 for Cardinal Peak);
(d) Known addresses for all entities and individuals;
(e) Known aliases, trade names, d/b/a designations, and affiliated entities.
Databases Searched: The above search parameters were run against the following databases and records within the Firm's systems:
(a) Current Open Matters — all matters currently open in the Firm's billing and matter management systems;
(b) Closed Matters (Past 10 Years) — all matters closed within the preceding ten-year period (August 2012 through August 2022), in accordance with the Firm's standard retention and search window for conflicts purposes;
(c) Prospective Client Intake Queue — all pending new matter intake requests that have been submitted but not yet cleared or opened;
(d) Lateral Hire Portable Business Disclosures — business of origin disclosures submitted by lateral attorneys who joined the Firm within the past ten years, identifying client relationships and matters that such attorneys maintained at their prior firms and that may have been transferred to or continued at Calderwood & Harkness LLP.
Scope of Review: The conflicts analysis encompassed the following categories of potential conflicts, consistent with the Firm's obligations under the Illinois Rules of Professional Conduct:
(i) Direct adverse representations — any current representation by the Firm of a party that is directly adverse to the proposed client in this matter;
(ii) Representations of adverse-side parties or affiliates — any current or prior representation by the Firm of Cardinal Peak Industries, its affiliates, or any entity or individual on the adverse side of the proposed engagement;
(iii) Representations of opposing counsel — any current or recent representation of Blackwood Stein & Associates LLP or its individual attorneys, which could create an appearance of conflict or impair the Firm's ability to advocate vigorously on behalf of the proposed client;
(iv) Material business or personal relationships — any material business, financial, familial, or personal relationships between any attorney or professional at Calderwood & Harkness LLP and any party, counsel, or related entity identified in Section III above;
(v) Prior representation of Cardinal Peak Industries — any prior representation of Cardinal Peak Industries, its affiliates, or its key officers that, even if concluded, could give rise to a conflict under Rule 1.9 (duties to former clients) based on substantial relationship between the prior matter and the current proposed engagement.
In addition to the database searches, each member of the proposed engagement team was asked to complete and submit an individual attorney certification form confirming the absence of personal, financial, or familial connections to any party, counsel, or related entity identified in the conflicts search. All four certifications were received and are on file with the Conflicts Department.
V. Results of Conflict Search
The results of the conflicts search are organized below by category, corresponding to the parties, entities, and individuals identified in Section III of this memorandum.
A. Nexford Industrial Holdings Inc.
Nexford Industrial Holdings Inc.: No prior or current representation of Nexford Industrial Holdings Inc. was identified in the Firm's conflicts database. Nexford has never been a client of Calderwood & Harkness LLP, and no open or closed matters naming Nexford as a client, adverse party, or interested third party were found. Nexford is a new client to the Firm, and this engagement, if approved, will constitute the first matter undertaken by the Firm on Nexford's behalf.
Marlowe Asset Management Bluff Capital Partners, LP: No current or prior representation of Marlowe Asset Management Bluff Capital Partners, LP was identified. The search returned no results for the entity under any name variation, including "VBCP," "Marlowe Asset Management Bluff," and "Marlowe Asset Management Bluff Capital."
Marlowe Asset Management Bluff Capital Management LLC: No current or prior representation or involvement of any kind was identified for Marlowe Asset Management Bluff Capital Management LLC, the general partner entity within the VBCP fund structure.
Conrad Yeung (VBCP Managing Partner): No prior engagements for Conrad Yeung individually were identified. No matters in which Mr. Yeung appeared as a client, adverse party, witness, or interested individual were found.
Diana Calloway (VBCP Principal / Nexford Board Observer): No prior engagements for Diana Calloway individually were identified. No matters in which Ms. Calloway appeared as a client, adverse party, witness, or interested individual were found.
Other Nexford Individuals: The individual searches for Martin Schaeffer, Lydia Tran, Russell Okonkwo, and Deborah Whitfield likewise returned no results. None of these individuals has previously been a client of the Firm or appeared as a party, witness, or interested individual in any matter handled by the Firm.
B. Cardinal Peak Industries
Cardinal Peak Industries: No current or prior representation of Cardinal Peak Industries was identified in the Firm's conflicts database. No open or closed matters naming Cardinal Peak as a client were found. No matters in which Cardinal Peak appeared as an adverse party, co-party, or interested third party in a matter in which the Firm represented another party were identified.
Cardinal Peak Affiliates: No known affiliates, subsidiaries, or parent entities of Cardinal Peak Industries were identified during the intake process. The search was conducted broadly using the "Cardinal Peak" name stem and the entity's EIN (84-3295618), and no results were returned.
Key Cardinal Peak Individuals: The individual searches for Frank Delacroix, Natalie Gunderson, Harold Briggs, and Patricia Morrow returned no results. None of these individuals has previously been a client of the Firm or appeared as a party, witness, or interested individual in any matter handled by the Firm.
Pending Intake Matters: No pending intake matters naming Cardinal Peak Industries or any of its principals were found in the Firm's prospective client intake queue as of the date of this search.
C. Blackwood Stein & Associates LLP
Blackwood Stein & Associates LLP: No current or prior representation of Blackwood Stein & Associates LLP was identified. The Firm has not undertaken any engagement on behalf of Blackwood Stein, and no matters in which Blackwood Stein appeared as a party or interested entity were found.
Garrett Blackwood: No current or prior representation of, or professional relationship with, Garrett Blackwood was identified. Mr. Blackwood does not appear in the Firm's conflicts database, lateral hire disclosures, or co-counsel records.
Megan Hsu: No current or prior representation of, or professional relationship with, Megan Hsu was identified. Ms. Hsu does not appear in the Firm's conflicts database, lateral hire disclosures, or co-counsel records.
Co-Counsel and Referral Relationships: No co-counsel arrangements, referral relationships, or fee-sharing arrangements between Calderwood & Harkness LLP and Blackwood Stein & Associates LLP were identified in the Firm's records.
D. Third Parties
Ridgecrest National Bank, N.A.: The conflicts search identified one prior engagement involving Ridgecrest National Bank, N.A. Specifically, the Firm performed discrete regulatory advisory work for Ridgecrest National Bank under Matter No. 1005-00005, which was opened in October 2018 and closed in March 2019. That engagement involved advice concerning compliance with certain amendments to federal bank regulatory requirements and was wholly unrelated to the subject matter of the current litigation, to Nexford Industrial Holdings Inc., or to the commercial relationships at issue in this dispute. No confidential information obtained during the course of the Ridgecrest engagement bears on, or is relevant to, the proposed representation of Nexford. Ridgecrest is not a party to the current litigation and is not expected to become a party; its involvement in this matter is limited to its role as Nexford's senior secured lender under the Credit Facility. Based on the foregoing, no conflict of interest has been identified in connection with the prior Ridgecrest engagement, and no informed consent or conflict waiver from Ridgecrest is required. This conclusion is addressed further in the analysis set forth in Section VI below.
Hargrove Kellner CPAs LLP: No current or prior representation of, or adverse relationship with, Hargrove Kellner CPAs LLP or its individual partners, including Steven Margolis, was identified in the Firm's conflicts database.
Meridian Bridge Consulting LLC / Dr. Anita Rosenthal: No current or prior relationship of any kind was identified in the conflicts system for Meridian Bridge Consulting LLC or for Dr. Anita Rosenthal individually. As noted above, Meridian Bridge is under preliminary consideration as a potential damages and expert consulting resource for the defense but has not yet been formally engaged. A supplemental conflict check will be conducted if and when a formal expert retention agreement is executed.
Great Lakes Dispute Resolution Center: No current or prior representation of, or conflict involving, the Great Lakes Dispute Resolution Center was identified. This entity was checked on a precautionary basis given its potential role as a mediation services provider under the Master Supply Agreement. No issues were found.
E. Attorney Personal Conflicts
Each member of the proposed engagement team completed and submitted an individual attorney certification form in accordance with the Firm's Standard Intake and Conflicts Procedures Manual. The results of these certifications are summarized below:
Priya Anand (Responsible Partner): Ms. Anand has confirmed in writing that she has no personal, financial, familial, or other material connections to any party, counsel, or related entity identified in this conflicts search. Ms. Anand has no ownership interest in, employment relationship with, or personal relationship with any individual associated with Nexford, Cardinal Peak, Marlowe Asset Management Bluff Capital Partners, Blackwood Stein & Associates, Ridgecrest National Bank, or any other entity or individual identified in Section III of this memorandum.
Douglas Carmichael (Billing Partner): Mr. Carmichael has confirmed in writing that he has no personal, financial, familial, or other material connections to any party, counsel, or related entity identified in this conflicts search. Mr. Carmichael has no ownership interest in, employment relationship with, or personal relationship with any individual associated with any of the entities or persons identified in Section III.
Simone Laroche (Lead Associate): Ms. Laroche has confirmed in writing that she has no personal, financial, familial, or other material connections to any party, counsel, or related entity identified in this conflicts search. Of particular note, Ms. Laroche joined Calderwood & Harkness LLP in September 2020 after practicing for three years at Denton Paige & Hart LLP. In her individual certification, Ms. Laroche specifically confirmed that during her tenure at Denton Paige & Hart, she had no involvement whatsoever with any matter involving any party, counsel, or entity listed in this conflicts search, and that she possesses no confidential information from her prior firm that could be relevant to the proposed engagement. No supplemental screening measures are required.
Jeffrey Park (Working Associate): Mr. Park has confirmed in writing that he has no personal, financial, familial, or other material connections to any party, counsel, or related entity identified in this conflicts search. Mr. Park has been employed at Calderwood & Harkness LLP since joining as a first-year associate in September 2021 and has no prior firm affiliations that require additional screening.
All four individual attorney certification forms are on file with the Conflicts Department and are available for review upon request.
VI. Analysis
Based on the comprehensive search results set forth in Section V above, the Firm's Conflicts Department and the undersigned Billing Partner have conducted the following analysis under the applicable provisions of the Illinois Rules of Professional Conduct.
Rule 1.7 — Conflict of Interest: Current Clients. Rule 1.7(a) provides that a lawyer shall not represent a client if the representation involves a concurrent conflict of interest, which exists if (1) the representation of one client will be directly adverse to another client, or (2) there is a significant risk that the representation of one or more clients will be materially limited by the lawyer's responsibilities to another client, a former client, or a third person, or by a personal interest of the lawyer. No concurrent conflict of interest has been identified under Rule 1.7. The Firm does not currently represent Cardinal Peak Industries or any entity or individual on the adverse side of this matter. The Firm does not currently represent any entity whose interests are materially adverse to those of Nexford in connection with this litigation. No member of the proposed engagement team has a personal interest that would materially limit his or her ability to represent Nexford.
Rule 1.9 — Duties to Former Clients. Rule 1.9(a) provides that a lawyer who has formerly represented a client in a matter shall not thereafter represent another person in the same or a substantially related matter in which that person's interests are materially adverse to the interests of the former client, unless the former client gives informed consent, confirmed in writing. The only former-client relationship identified in the conflicts search is the Firm's prior representation of Ridgecrest National Bank, N.A. under Matter No. 1005-00005 (closed March 2019). As detailed below, this prior representation does not trigger a conflict under Rule 1.9:
(a) Ridgecrest National Bank is not adverse to Nexford in this matter. Ridgecrest is Nexford's senior secured lender and is not a party to the litigation. There is no adversity between the Firm's former client (Ridgecrest) and the Firm's proposed client (Nexford) in this engagement.
(b) The subject matter of the prior Ridgecrest engagement (bank regulatory compliance) is wholly unrelated to the subject matter of the current proposed engagement (defense of commercial breach of contract claims under a supply agreement). The matters are not the same or substantially related within the meaning of Rule 1.9.
(c) No confidential information obtained during the prior Ridgecrest engagement bears on, or could reasonably be expected to be relevant to, the current matter. The regulatory compliance work performed for Ridgecrest involved no information concerning Nexford, Cardinal Peak, or the commercial relationships at issue.
Accordingly, no informed consent or conflict waiver from Ridgecrest National Bank is required.
Rule 1.10 — Imputation of Conflicts of Interest. Because no individual attorney at the Firm has been identified as having a conflict of interest in connection with this proposed engagement, Rule 1.10's imputation provisions are not triggered. There is no conflict to impute to any other attorney at the Firm.
Rule 1.18 — Duties to Prospective Clients. The Firm has not received any confidential information from Cardinal Peak Industries or any adverse-side party in connection with any preliminary consultation or prospective client inquiry. No pending intake matters involving Cardinal Peak or its principals were found in the Firm's prospective client intake queue. Rule 1.18 does not preclude the proposed engagement.
New Client Intake. Because Nexford Industrial Holdings Inc. is a new client to the Firm, standard new-client intake procedures have been completed, including Know Your Customer (KYC) and Anti-Money Laundering (AML) verification in accordance with the Firm's Client Acceptance Policy. No issues were identified during the KYC/AML review process. The client's identity and organizational structure have been verified through review of the Delaware Certificate of Good Standing, the company's articles of incorporation, and publicly available corporate filings.
Conclusion of Analysis. No conflicts of interest, actual or potential, have been identified under the Illinois Rules of Professional Conduct (including, without limitation, Rules 1.7, 1.9, 1.10, and 1.18) that would preclude Calderwood & Harkness LLP from undertaking the proposed representation of Nexford Industrial Holdings Inc. in Cardinal Peak Industries v. Nexford Industrial Holdings Inc., Case No. 2022-L-008471.
VII. Conclusion and Clearance
CONFLICTS CLEARANCE: GRANTED
Based on the foregoing search results and analysis, conflicts clearance is hereby granted for the proposed engagement of Calderwood & Harkness LLP to represent Nexford Industrial Holdings Inc. as defense litigation counsel in Cardinal Peak Industries v. Nexford Industrial Holdings Inc., Circuit Court of Cook County, Illinois, County Department, Law Division, Case No. 2022-L-008471.
The proposed engagement team—consisting of Priya Anand (Responsible Partner), Douglas Carmichael (Billing Partner), Simone Laroche (Lead Associate), and Jeffrey Park (Working Associate)—is cleared to proceed with the representation, subject to execution of the engagement letter by the client.
The engagement letter may be issued for execution on or after August 22, 2022. Upon execution of the engagement letter by Nexford Industrial Holdings Inc., the Conflicts Department will formally open Matter No. 1005-00005 in the Firm's billing and document management systems, and substantive legal work may commence.
Ongoing Obligations. If additional parties, entities, or individuals are identified during the course of the litigation—including, without limitation, the formal retention of expert consultants (such as Meridian Bridge Consulting LLC), the addition of third-party defendants or cross-claimants, the joinder of additional parties, or the involvement of additional Nexford or Cardinal Peak affiliates not identified in this initial search—a supplemental conflict check must be promptly requested through the Conflicts Department before any engagement or substantive interaction with such parties is undertaken. The engagement team bears a continuing obligation to report any new information that could affect the conflicts analysis throughout the duration of the representation.
VIII. Approvals
The following approvals and acknowledgments are required to complete the conflicts clearance process for Matter No. 1005-00005:
Conflicts Department Clearance:
CALDERWOOD & HARKNESS LLP — CONFLICTS DEPARTMENT
By: ________
Name: Rachel Ito
Title: Conflicts Analyst
Date: August 21, 2022
Clearance Status: CLEARED
Supervising Partner Approval:
By: ________
Name: Douglas Carmichael
Title: Billing Partner, Litigation Department
Date: August 21, 2022
Status: APPROVED
Responsible Partner Acknowledgment:
By: ________
Name: Priya Anand
Title: Responsible Partner, Litigation Department
Date: August 21, 2022
Status: ACKNOWLEDGED
IX. Distribution
This memorandum is classified as Privileged and Confidential — Attorney Work Product and is intended solely for internal use within Calderwood & Harkness LLP. It contains confidential information regarding the Firm's client relationships, conflicts screening processes, and internal deliberations, all of which are protected by the attorney work product doctrine and, to the extent applicable, the attorney-client privilege.
This memorandum shall not be shared with the client, the prospective client, opposing counsel, any party to the litigation, or any other third party under any circumstances, unless disclosure is specifically authorized in writing by the Firm's General Counsel or the Firm's Ethics and Professional Responsibility Committee.
Copies of this memorandum and all supporting documentation (including individual attorney certification forms, IntakeCheck search reports, and related correspondence) shall be retained in the following locations:
(a) Matter File — Matter No. 1005-00005, maintained in the Firm's document management system;
(b) Conflicts Department Records — maintained in the Firm's Conflicts Department central files, in accordance with the Firm's document retention policies.
END OF MEMORANDUM
Name | Role | Department
Priya Anand | Responsible Partner | Litigation
Douglas Carmichael | Billing Partner | Litigation
Simone Laroche | Lead Associate | Litigation
Jeffrey Park | Working Associate | Litigation

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT

CALDERWOOD & HARKNESS LLP

MATTER NUMBER: 1005-00005

CONFLICTS CLEARANCE: GRANTED

END OF MEMORANDUM

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