Contract analysis

1. Introduction and Purpose Thank you for selecting Calderwood & Harkness LLP ("Calderwood & Harkness," the "Firm," or "we") to represent Nexford Industrial Holdings Inc. ("Nexford," the "Company," or "you") in connection with the above-captioned matter. We are pleased to have the opportunity to work with you and your team and are committed to providing the highest quality legal representation. This letter confirms t

2. Scope of Engagement Calderwood & Harkness is engaged to defend Nexford in the Litigation captioned 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 scope of our engagement in this matter encompasses the following: (a) Defense of Plaintiff's claims, including the claims for breach of cont

3. Engagement Team We have assembled an experienced team of attorneys and professionals to handle this engagement. The following individuals have been assigned to the matter: Priya Anand — Responsible Partner, Litigation. Ms. Anand will serve as the Responsible Partner for this engagement and will have primary relationship and supervisory responsibility over all aspects of the representation. Ms. Anand has extensive

4. Fees and Billing Rates Calderwood & Harkness will bill for services rendered in connection with this engagement on an hourly basis. The current hourly rates for the members of the engagement team are as follows: These rates reflect the Firm's standard rates for the respective timekeepers as of the date of this Engagement Letter. Hourly rates are subject to periodic adjustment, which typically occurs on an annual b

5. Estimated Budget Based on our preliminary assessment of the case, including our review of the Complaint, the MSA, and the related correspondence you have provided to date, as well as our understanding of the procedural posture and likely trajectory of the Litigation, the Firm provides the following non-binding fee estimates for professional fees: Through Mediation/ADR Resolution: Approximately $200,000 to $275,000

6. Costs and Disbursements In addition to professional fees for legal services, the Company will be responsible for reimbursement of all reasonable costs and disbursements incurred by the Firm in connection with the engagement. These costs are separate from and in addition to the Firm's professional fees and will be billed to the Company as incurred. Typical costs and disbursements that may be incurred in a matter of

7. Billing and Payment Terms The Firm will issue monthly invoices to the Company reflecting the professional fees and costs incurred during the preceding calendar month. Invoices will typically be issued within the first fifteen (15) business days of the month following the month in which the services were performed or costs were incurred. Each invoice will contain reasonable detail regarding the nature of the servic

8. Client Responsibilities The effectiveness of our representation depends in significant part on the cooperation and active participation of the Company. Accordingly, Nexford agrees to the following: (a) Cooperation and Information. Nexford will cooperate fully with the engagement team throughout the course of the representation, including the timely provision of documents, data, information, and access to Company p

9. Conflicts of Interest The Firm has conducted a conflicts-of-interest check as of August 21, 2022, in accordance with its standard procedures and its obligations under the Illinois Rules of Professional Conduct. Based on that review, the Firm has identified no conflicts of interest that would preclude or materially limit the Firm's representation of Nexford in this matter. The conflicts check encompassed the follow

10. Confidentiality and Privilege All communications between Calderwood & Harkness and Nexford in connection with this engagement are intended to be protected by the attorney-client privilege and, where applicable, the work product doctrine. The Firm takes the protection of client confidences and privileged communications seriously and will maintain the confidentiality of all client information in accordance with its

11. Termination of Engagement Either party may terminate this engagement upon written notice to the other party. The right of termination is subject to the following terms: (a) Termination by the Client. The Company may terminate this engagement at any time and for any reason by providing written notice to the Firm. Upon termination by the Company, the Company will be responsible for payment of all fees earned and co

12. Governing Law This Engagement Letter and the relationship between Calderwood & Harkness LLP and Nexford Industrial Holdings Inc. shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflict of laws principles. Any dispute arising out of or relating to this Engagement Letter or the Firm's representation of the Company shall be resolved exclusively in the s

13. No Guarantee of Outcome While the Firm will exercise its best professional judgment and devote diligent efforts to the defense of Nexford in this matter, no attorney can guarantee a particular outcome in any legal proceeding. The Firm has not made, and does not hereby make, any representations, promises, or guarantees regarding the outcome of the Litigation, the likelihood of success on any particular claim or de

14. Entire Agreement; Amendment This Engagement Letter constitutes the entire agreement between Calderwood & Harkness LLP and Nexford Industrial Holdings Inc. with respect to the terms and conditions of the Firm's engagement in the above-captioned matter. This letter supersedes all prior discussions, negotiations, correspondence, and understandings, whether written or oral, between the parties relating to the subject

15. Acceptance We are enthusiastic about this engagement and look forward to working with you, Mr. Schaeffer, Ms. Tran, and the entire Nexford team to achieve the best possible result in this matter. If the terms of this Engagement Letter are acceptable, please indicate your agreement by signing in the space provided below and returning a countersigned copy of this letter to Priya Anand at the Firm's address set fort