Contract analysis

ARTICLE 1 — DEFINITIONS 1.1 Defined Terms. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the MSA (Reference No. MSA-NIH-CPI-2020-001). In addition to the terms defined elsewhere in this Agreement, the following terms shall have the meanings set forth below: (a) "Agreement" means this Mutual Termination Agreement, including all exhibits and schedules att

ARTICLE 2 — TERMINATION OF THE MSA 2.1 Mutual Termination. The Parties hereby mutually and irrevocably agree to terminate the MSA, effective as of 11:59 p.m. Central Time on the Effective Date (August 31, 2023). From and after the Effective Date, neither Party shall have any further rights, obligations, duties, or liabilities under the MSA, except as expressly set forth in this Agreement, as provided in the Settlemen

ARTICLE 3 — TRANSITION PERIOD AND OUTSTANDING PURCHASE ORDERS 3.1 Transition Period. Notwithstanding the termination of the MSA on the Effective Date as set forth in Article 2, the Parties agree to an orderly wind-down of their commercial relationship during a Transition Period commencing on the Effective Date and ending at 11:59 p.m. Central Time on October 31, 2023. During the Transition Period, Cardinal Peak shall

ARTICLE 4 — RETURN OF CONFIDENTIAL INFORMATION 4.1 Return or Destruction of Confidential Information. Within thirty (30) calendar days after the expiration of the Transition Period (i.e., by no later than November 30, 2023), each Party shall, at its own cost and expense, return to the other Party, or at the disclosing Party's written election destroy, all Confidential Information of the other Party in its possession,

ARTICLE 5 — RELEASES AND RELATIONSHIP TO SETTLEMENT AGREEMENT 5.1 Incorporation of Settlement Agreement. The Parties acknowledge and agree that this Agreement is entered into in connection with, and pursuant to the terms and conditions of, the Settlement Agreement dated August 18, 2023, which resolved all claims and counterclaims between the Parties arising out of the Litigation (Case No. 2022-L-008471, Circuit Court

ARTICLE 6 — REPRESENTATIONS AND WARRANTIES 6.1 Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Party, as of the Effective Date, as follows: (a) Organization and Good Standing. Such Party is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation (in the case of Nexford, the State of Delaware; in the case of Cardinal Peak, the

ARTICLE 7 — SURVIVING PROVISIONS 7.1 Survival of Certain MSA Provisions. Notwithstanding the termination of the MSA as set forth in Article 2 of this Agreement, the following provisions of the MSA shall survive such termination and shall remain in full force and effect in accordance with their respective terms, to the extent applicable: (a) Article 10 — Indemnification. All indemnification obligations of the Parties

ARTICLE 8 — PRODUCT WARRANTY AND LIABILITY FOR PRE-TERMINATION DELIVERIES 8.1 Continuing Product Warranties. All product warranties provided by Cardinal Peak under the MSA with respect to HRC and CRC steel products delivered to Nexford prior to the Effective Date or during the Transition Period shall continue in full force and effect for the warranty period specified in the MSA, notwithstanding the termination of the

ARTICLE 9 — GENERAL PROVISIONS 9.1 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Illinois, without giving effect to any choice-of-law or conflicts-of-law rules or provisions (whether of the State of Illinois or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Illinois.