Contract analysis

I. PURPOSE AND OVERVIEW This memorandum outlines the preparation strategy for the deposition of Russell Okonkwo, Vice President of Procurement at Nexford Industrial Holdings Inc. ("Nexford"), scheduled for February 7, 2023. The purpose of this memorandum is to provide a comprehensive framework for preparing Mr. Okonkwo so that he can testify clearly, accurately, and consistently with the documentary record while avoi

II. WITNESS BACKGROUND AND ROLE A. Professional Background Russell Okonkwo holds the title of Vice President of Procurement at Nexford Industrial Holdings Inc. He is based at Nexford's headquarters located at 4200 West Lakeshore Industrial Parkway, Suite 300, Waukegan, Illinois 60085. Mr. Okonkwo reports directly to Nexford's Chief Executive Officer, Martin Schaeffer, and works closely with Chief Financial Officer Ly

III. ANTICIPATED TOPICS OF EXAMINATION Based on the pleadings, discovery to date, and the nature of the claims and defenses at issue, we anticipate that Garrett Blackwood and/or Megan Hsu will cover the following major topic areas in their examination of Mr. Okonkwo. This section is organized by anticipated topic, and each topic is discussed with sufficient detail to guide preparation. A. Background and Qualification

1. Late Notices. Seven of the 14 disputed months involved Surcharge Notices that were delivered after the 15-business-day deadline required by Section 7.4(a). The surcharges associated with these late notices total approximately $2.18 million. Mr. Okonkwo should be prepared to identify the specific months, describe how he determined the notices were late, and explain the basis for Nexford's position that late notices

2. Methodology Deviation. In multiple months, Cardinal Peak calculated surcharges using an internal "blended cost" metric rather than the published Ferrous Scrap Index and Industrial Energy Cost Index specified in Exhibit C. This methodology deviation resulted in overstated charges totaling approximately $1.47 million. Mr. Okonkwo should be prepared to explain the difference between the contractual methodology and th

3. Cap Exceedances. In four months, Cardinal Peak's invoiced surcharges exceeded the 12% cap set forth in Section 7.4(c) without Nexford's prior written consent. The excess surcharges associated with these cap violations total approximately $1.08 million. Mr. Okonkwo should be prepared to identify the specific months, describe how he determined that the cap had been exceeded, and confirm that Nexford never provided w

I. Document Retention and Record-Keeping Finally, opposing counsel may explore Nexford's document retention and record-keeping practices, including: • How Nexford maintained procurement records, surcharge review logs, and payment records during the relevant period. • Electronic record-keeping practices, including the use of email, shared network drives, and Nexford's enterprise resource planning (ERP) system. • Compl

IV. KEY DOCUMENTS FOR WITNESS REVIEW The following documents should be assembled into a preparation binder for Mr. Okonkwo's review prior to and during the preparation sessions. The binder should be organized by category as set forth below. Jeffrey Park will be responsible for assembling the binder by January 31, 2023. A. Contract Documents • Master Supply Agreement (MSA-NIH-CPI-2020-001) dated January 15, 2020 — the

V. RECOMMENDED WITNESS PREPARATION POINTS A. General Deposition Conduct The following general deposition conduct guidelines should be reviewed with Mr. Okonkwo at the outset of the first preparation session:

1. Listen carefully to each question and answer only the question asked. Mr. Okonkwo should not volunteer information, offer narrative responses, or attempt to explain Nexford's position beyond what the question requires. Short, factual answers are preferable to lengthy explanations, which can open up new avenues of inquiry for opposing counsel.

2. If unsure, say "I don't recall" or "I'm not sure" rather than speculating. It is far better to acknowledge a lack of memory than to guess about dates, amounts, document contents, or the substance of conversations. If Mr. Okonkwo has a partial recollection, he should say so and describe only what he actually remembers.

3. Do not guess about dates, amounts, or document contents. If opposing counsel asks about the amount of a particular surcharge invoice or the date of a particular communication, Mr. Okonkwo should not attempt to recite figures from memory unless he is confident in the accuracy of his recollection. He should feel free to request that a document be placed in front of him before answering questions about its contents.

4. Pause before answering. Mr. Okonkwo should pause briefly before responding to each question to allow defending counsel the opportunity to make objections on the record. If defending counsel instructs the witness not to answer, Mr. Okonkwo should comply with the instruction.

5. Maintain a calm, professional demeanor. Mr. Okonkwo should not become argumentative, defensive, or confrontational with Garrett Blackwood or Megan Hsu. Opposing counsel may attempt to provoke a reaction through aggressive or repetitive questioning. Mr. Okonkwo should remain composed and respond to each question in a straightforward, professional manner.

6. Avoid characterizing legal conclusions. Mr. Okonkwo should describe facts, not legal positions. For example, rather than stating "we had a right to reject" a surcharge invoice, he should describe the factual basis for the rejection: "I reviewed the Surcharge Notice against the methodology in Exhibit C and determined there were discrepancies between the calculation methodology used by Cardinal Peak and the methodol

1. Nexford's good faith compliance with the MSA. Mr. Okonkwo carefully and diligently reviewed each Surcharge Notice received from Cardinal Peak against the requirements of Section 7.4 and Exhibit C. He paid amounts that were properly documented and calculated in accordance with the contractual methodology. When he identified deficiencies — including late notices, methodology deviations, and cap exceedances — he time

2. Cardinal Peak's non-compliance. Cardinal Peak's Surcharge Notices were frequently late — seven of the 14 disputed months involved notices delivered after the 15-business-day deadline in Section 7.4(a). In multiple months, Cardinal Peak calculated surcharges using an internal "blended cost" metric that is not referenced anywhere in Exhibit C and that deviated from the published-index methodology that the parties sp

3. The MSA was negotiated at arm's length. Both Nexford and Cardinal Peak are sophisticated commercial entities with significant experience in the steel supply industry. The surcharge provisions of the MSA were specifically negotiated by experienced business professionals — including Mr. Okonkwo and Ms. Gunderson — to provide transparency and predictability in the pricing relationship. The decision to use published c

4. Nexford's dispute notices were timely and in writing. For each contested surcharge invoice, Mr. Okonkwo sent a written dispute notice to Cardinal Peak within the 30-calendar-day window required by Section 7.4(d). These notices clearly identified the basis for Nexford's dispute and preserved Nexford's contractual rights. Nexford did not sit on its rights or fail to communicate its objections. C. Specific Factual Po

VI. LEVERAGING GUNDERSON DEPOSITION TESTIMONY A. Key Admissions from the January 18, 2023 Deposition of Natalie Gunderson The deposition of Natalie Gunderson, Cardinal Peak's Vice President of Sales & Commercial, conducted on January 18, 2023, yielded several significant admissions that are directly relevant to the preparation of Mr. Okonkwo. These admissions are documented in the Deposition Summary Memorandum dated

1. Late Surcharge Notices. Ms. Gunderson acknowledged that Cardinal Peak delivered Surcharge Notices late — that is, after the 15-business-day deadline prescribed by Section 7.4(a) of the MSA — for at least seven of the 14 disputed months. While Ms. Gunderson attempted to minimize the significance of the late notices, she was unable to dispute the factual record establishing that the notices were untimely. This admis

2. Use of "Blended Cost" Metric. Ms. Gunderson acknowledged that Cardinal Peak used a "blended cost" metric for calculating surcharges in certain months, and she conceded that this metric was an internal measure developed by Cardinal Peak's pricing team rather than the published Ferrous Scrap Index and Industrial Energy Cost Index specified in Exhibit C. Her explanation was that Cardinal Peak's internal pricing team

3. No Written Consent to Exceed Cap. Ms. Gunderson could not identify any written consent from Nexford to exceed the 12% surcharge cap for any month during the disputed period. When pressed, she was unable to point to any letter, email, or other written communication from Nexford authorizing surcharges in excess of the cap.

4. Awareness of Methodology Requirements. Ms. Gunderson stated that she was aware of the Exhibit C methodology requirements at the time the MSA was negotiated and executed. This admission undercuts any potential argument by Cardinal Peak that the Exhibit C methodology was ambiguous or that Cardinal Peak was unaware of its obligations. B. How to Use These Admissions in Okonkwo Preparation Ms. Gunderson's admissions sh

VII. POTENTIAL PITFALLS AND DIFFICULT AREAS The following areas represent the most significant risks for Mr. Okonkwo's deposition and require focused preparation. A. Course of Dealing / Waiver Arguments Cardinal Peak may argue that by paying $1.68 million in surcharges during the disputed period — including for some months where minor procedural deficiencies may have existed — Nexford implicitly waived strict complia

VIII. PROPOSED PREPARATION SESSION SCHEDULE We recommend two half-day preparation sessions with Mr. Okonkwo, to be held on February 2 and February 3, 2023, as follows: Session 1 — February 2, 2023 (Morning) Time: 9:00 a.m. to 12:30 p.m. Location: Calderwood & Harkness LLP offices, 200 South Wacker Drive, Suite 4400, Chicago, Illinois 60606 Agenda: • General deposition rules and guidelines (Section V.A above) — approx

1. Master Supply Agreement (MSA-NIH-CPI-2020-001) and all exhibits, with Section 7.2, Section 7.4, and Exhibit C tabbed.

2. All 14 disputed Surcharge Notices (March 2021 through May 2022, excluding April 2021), organized chronologically.

3. Mr. Okonkwo's surcharge review logs.

4. All written dispute notices sent by Mr. Okonkwo to Cardinal Peak under Section 7.4(d), organized chronologically.

5. Key emails between Mr. Okonkwo and Natalie Gunderson (and Harold Briggs, where relevant) regarding surcharges and pricing.

6. Key internal emails between Mr. Okonkwo and Lydia Tran regarding surcharge review (excluding privileged communications with Deborah Whitfield, which should be reviewed separately with counsel).

7. Payment records showing $1.68 million in surcharge payments.

8. The Blackwood Stein demand letter dated June 10, 2022.

9. The Nexford rejection letter (Deborah Whitfield) dated July 5, 2022.

10. Natalie Gunderson deposition transcript excerpts (tabbed at key admissions).

11. Nexford's Responses to Cardinal Peak's First Set of Interrogatories (served January 9, 2023).

12. Nexford's Responses to Cardinal Peak's First Request for Production (served January 9, 2023) — cover letter and privilege log only (full production set available electronically).

IX. CONCLUSION AND NEXT STEPS In summary, Mr. Okonkwo is a strong witness for Nexford and possesses detailed firsthand knowledge of the facts that are central to Nexford's defenses and counterclaim. With proper preparation, he should be able to testify clearly, consistently, and credibly. The principal risks — course of dealing/waiver arguments, market conditions, and internal communications — can be effectively mana

1. Schedule preparation sessions with Mr. Okonkwo for February 2–3, 2023. Simone Laroche will coordinate directly with Mr. Okonkwo's office to confirm his availability for two morning sessions at our offices.

2. Assemble the witness preparation binder by January 31, 2023. Jeffrey Park will compile the binder in accordance with the document list set forth in Section VIII above, with all key provisions and exhibits tabbed and indexed for ease of reference during the preparation sessions.

3. Prepare mock examination questions. Simone Laroche will prepare a comprehensive set of mock examination questions based on the anticipated topics of examination outlined in Section III above, with particular emphasis on the difficult areas identified in Section VII. These questions will be used during the Session 2 mock examination on February 3, 2023.

4. Post-deposition summary. Following the deposition, Simone Laroche will prepare a Deposition Summary Memorandum — similar in format and scope to the Gunderson summary dated January 25, 2023 — analyzing Mr. Okonkwo's testimony, identifying key admissions and favorable testimony, flagging any areas of concern, and highlighting issues for follow-up in subsequent discovery or motion practice.

5. Coordination with expert consultant. Following the deposition, we should coordinate with Dr. Anita Rosenthal at Meridian Bridge Consulting LLC (retained December 12, 2022) to ensure that her damages rebuttal analysis is consistent with the factual testimony provided by Mr. Okonkwo at his deposition. Expert reports are due for exchange on March 15, 2023, and the factual record established through Mr. Okonkwo's depo