Contract analysis

1. Parties 1.1 Cardinal Peak Industries ("Cardinal Peak" or "CPI"), a Colorado limited liability company organized and existing under the laws of the State of Colorado, with its principal place of business located at 1580 Ridgeline Boulevard, Pueblo, Colorado 81001. Cardinal Peak is engaged in the business of manufacturing and distributing precision-fabricated steel components for the heavy equipment, energy infrastr

2. Recitals and Background 2.1 The Master Supply Agreement. On or about January 15, 2020, the Parties entered into a certain Master Supply Agreement, bearing reference number MSA-NIH-CPI-2020-001 (the "MSA"), pursuant to which Cardinal Peak agreed to supply, and Nexford agreed to purchase, hot-rolled coil ("HRC") and cold-rolled coil ("CRC") steel products on the terms and conditions set forth therein. The MSA establ

3. Settlement Payment 3.1 Total Settlement Amount. In full and final settlement of all claims and counterclaims in the Litigation, Nexford shall pay to Cardinal Peak the total sum of $1,890,000.00 (One Million Eight Hundred Ninety Thousand Dollars) (the "Settlement Amount"). The Settlement Amount represents a negotiated compromise of the Parties' respective positions and is not an admission of the validity or amount

4. Mutual Release of Claims 4.1 Release by Cardinal Peak. Upon the execution of the definitive Settlement Agreement and Mutual Release, and subject to and conditioned upon the full and timely payment of the Settlement Amount by Nexford in accordance with Section 3 above, Cardinal Peak, on behalf of itself and its members, managers, officers, employees, agents, representatives, affiliates, predecessors, successors, an

5. Dismissal of Litigation 5.1 Stipulation of Dismissal. Within ten (10) business days following the full execution of the definitive Settlement Agreement and Mutual Release by all Parties, the Parties shall jointly prepare, execute, and file a Stipulation of Dismissal with Prejudice, dismissing with prejudice all claims and counterclaims asserted in Cardinal Peak Industries v. Nexford Industrial Holdings Inc., Case

6. Termination of the Master Supply Agreement 6.1 Mutual Termination. The Master Supply Agreement (MSA-NIH-CPI-2020-001), dated January 15, 2020, by and between the Parties, shall be terminated by mutual written agreement of the Parties, effective as of August 31, 2023 (the "MSA Termination Date"). The Parties shall negotiate in good faith and execute a separate MSA Termination Agreement, in a form reasonably accepta

7. No Admission of Liability 7.1 This Term Sheet, the definitive Settlement Agreement and Mutual Release, the Settlement Amount, the payment thereof, and all negotiations, discussions, correspondence, and communications relating to the foregoing are entered into and made solely for the purpose of compromising, settling, and resolving the disputed claims and counterclaims in the Litigation. Nothing contained in this T

8. Confidentiality 8.1 General Confidentiality Obligation. The existence and terms of this Term Sheet and the definitive Settlement Agreement and Mutual Release, including, without limitation, the Settlement Amount, the payment schedule, the terms of the mutual releases, and all related negotiations, proposals, discussions, correspondence, and communications (collectively, the "Confidential Settlement Information"),

9. Definitive Agreement 9.1 Obligation to Negotiate. The Parties shall negotiate in good faith and use commercially reasonable efforts to prepare, finalize, and execute a definitive Settlement Agreement and Mutual Release (the "Definitive Agreement") that incorporates and is consistent with the material terms set forth in this Term Sheet. The Parties shall endeavor to execute the Definitive Agreement within fifteen (

10. Binding Nature of Term Sheet 10.1 This Term Sheet constitutes a binding agreement between the Parties with respect to the material terms set forth herein. The Parties intend this Term Sheet to be a legally enforceable agreement, and each Party acknowledges that it has entered into this Term Sheet voluntarily, with the advice of counsel, and with full knowledge of its terms and legal consequences. 10.2 This Term S

11. Miscellaneous Provisions 11.1 Entire Agreement. This Term Sheet, together with the Definitive Agreement to be executed pursuant to Section 9, constitutes the entire agreement between the Parties with respect to the settlement and resolution of the Litigation and the claims and counterclaims asserted therein, and supersedes all prior and contemporaneous discussions, negotiations, proposals, term sheets, memoranda