Contract analysis

1. Scope of Engagement The Firm is retained to defend Nexford in the action styled Darren K. Maciejewski v. Nexford Industrial Holdings Inc., Case No. 2022-L-002847, filed in the Circuit Court of Cook County, Illinois, County Department, Law Division. The complaint was filed on March 15, 2022, and asserts three counts against Nexford, as follows: Count I — Retaliatory Discharge under Illinois Common Law. Plaintiff al

2. Engagement Team The Firm has assembled a team of experienced labor and employment litigation attorneys to manage this engagement efficiently and effectively. The following attorneys will serve as the core engagement team: Bernard Crawford — Responsible Partner. Mr. Crawford brings thirty-two years of experience in labor and employment litigation, with a particular emphasis on wrongful termination, retaliation, and

3. Billing Rates and Fee Arrangements 3.1 Hourly Rates The Firm's fees for legal services rendered in connection with this engagement will be calculated on the basis of the time expended by each timekeeper at the following hourly rates: Should paralegal or litigation support staff be assigned to the matter, the applicable rates for such personnel will be disclosed in advance to the Company and will generally fall wit

4. Insurance Coordination — EPLI Coverage 4.1 Carrier and Policy Information Nexford has informed the Firm that the Company maintains Employment Practices Liability Insurance ("EPLI") coverage through Verdant Mutual Insurance Company, a mutual insurance company domiciled in the State of Wisconsin, under Policy No. EPLI-VM-2021-04782 (the "Policy"). Based on information provided by the Company, the Policy provides the

5. Client Responsibilities The effective defense of the Maciejewski litigation will require the active cooperation and participation of the Company. Nexford agrees to provide the Firm with full and timely access to all documents, electronically stored information ("ESI"), and Company personnel necessary for the preparation and conduct of the defense. This includes, without limitation, the prompt production of personn

6. Conflicts of Interest The Firm has conducted a comprehensive conflicts check in accordance with its standard procedures and the Illinois Rules of Professional Conduct, and has identified no conflicts of interest that would prevent the Firm from undertaking this engagement. The Firm has searched its conflicts database for the Company, its officers and directors, the Plaintiff, the Plaintiff's counsel, and other rel

7. Confidentiality and Privilege All communications between the Firm and the Company in connection with this engagement are intended to be protected by the attorney-client privilege and/or the work product doctrine to the fullest extent permitted by applicable law. This includes, without limitation, oral and written communications, memoranda, legal analyses, strategy discussions, draft documents, and any other materi

8. Reporting to Equity Sponsor The Company has informed the Firm that Harborview Partners, located at 401 South Tryon Street, Suite 2800, Charlotte, North Carolina 28202, requires quarterly litigation exposure reports from its portfolio companies for any pending or threatened matter with potential exposure exceeding Fifty Thousand Dollars ($50,000.00). Given the nature and magnitude of the claims asserted in the Maci

9. Termination of Engagement Either party may terminate this engagement at any time upon written notice to the other party. The Firm's ability to withdraw from the representation will be subject to any applicable requirements of the Illinois Rules of Professional Conduct and the approval of the court in which the matter is pending. Upon termination of this engagement, the Firm will take all reasonable steps to protec

10. Governing Law This engagement letter shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to principles of conflicts of law that would require the application of the laws of any other jurisdiction.

11. Limitation of Engagement This engagement letter covers only the matter specifically described herein — namely, the defense of Nexford Industrial Holdings Inc. in Darren K. Maciejewski v. Nexford Industrial Holdings Inc., Case No. 2022-L-002847, Circuit Court of Cook County, Illinois, County Department, Law Division. This letter does not establish an attorney-client relationship between the Firm and the Company fo

12. Entire Agreement This letter constitutes the entire agreement between Calderwood & Harkness LLP and Nexford Industrial Holdings Inc. with respect to the Firm's engagement in the Maciejewski matter. This letter supersedes all prior discussions, proposals, and understandings — whether oral or written — between the parties relating to the subject matter hereof. Any modification, amendment, or supplement to the terms