Contract analysis

Section 1.1 — Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below: (a) "APA" means that certain Asset Purchase Agreement, dated September 5, 2023, by and among Assignee (as Buyer), Assignor, and the Members named therein (Gerald T. Brennan, Sandra L. Brennan, and Derek J. Kopp), as the same may be amended, restated, supplemented, or otherwise modified from time to tim

Section 1.2 — Incorporation of APA Definitions. All capitalized terms used in this Agreement that are not otherwise defined herein shall have the respective meanings ascribed to such terms in the APA. The rules of construction and interpretation set forth in the APA shall apply to this Agreement, mutatis mutandis.

Section 2.1 — Assignment of Assumed Contracts. Effective as of the Closing Date, Assignor hereby irrevocably assigns, transfers, conveys, and delivers to Assignee all of Assignor's right, title, and interest in, to, and under each of the Assumed Contracts listed on Exhibit A attached hereto, together with all rights, benefits, privileges, and remedies of Assignor arising under, in connection with, or relating to such

Section 2.2 — Assignment of Assumed Liabilities. Effective as of the Closing Date, Assignor hereby assigns, transfers, and delegates to Assignee all Assumed Liabilities, including, without limitation, (a) the trade accounts payable incurred in the ordinary course of Pinnacle's business estimated at approximately One Million One Hundred Thousand Dollars ($1,100,000) as of the Closing Date, and (b) the accrued employee

Section 2.3 — Required Consents. To the extent that the assignment of any Assumed Contract pursuant to this Agreement requires the consent, approval, waiver, or authorization of any third party that has not been obtained as of the Closing Date, this Agreement shall not constitute an assignment of, or an attempt to assign, such Assumed Contract to the extent that such assignment, without such consent, approval, waiver

Section 3.1 — Assumption of Assumed Contracts. Effective as of the Closing Date, Assignee hereby accepts the foregoing assignment of the Assumed Contracts and assumes and agrees to observe, perform, and discharge, timely and in full, all obligations, duties, covenants, and liabilities of Assignor arising under the Assumed Contracts to the extent such obligations, duties, covenants, and liabilities arise from and afte

Section 3.2 — Assumption of Assumed Liabilities. Effective as of the Closing Date, Assignee hereby assumes and agrees to pay, perform, and discharge, in accordance with their respective terms and when due, all Assumed Liabilities, including, without limitation: (a) trade accounts payable incurred in the ordinary course of business of Pinnacle as conducted prior to the Closing Date, estimated at approximately One Mill

Section 3.3 — Excluded Liabilities. Notwithstanding anything to the contrary contained in this Agreement, Assignee does not assume and shall not be deemed to have assumed, and Assignor and its Members (Gerald T. Brennan, Sandra L. Brennan, and Derek J. Kopp) shall retain and remain solely responsible for, all Excluded Liabilities as defined in Section 2.4 of the APA. Without limiting the generality of the foregoing,

ARTICLE IV — RELATIONSHIP TO THE APA

Section 4.1 — Subject to APA. This Agreement is delivered pursuant to, and is subject in all respects to, the terms and conditions of the APA. Nothing contained in this Agreement shall be deemed to supersede, modify, enlarge, diminish, or otherwise affect any of the representations, warranties, covenants, agreements, indemnification obligations, conditions, or other provisions of the APA, all of which shall survive t

Section 4.2 — Conflict. In the event of any conflict, inconsistency, or ambiguity between the terms and provisions of this Agreement and the terms and provisions of the APA, the terms and provisions of the APA shall control, govern, and prevail in all respects, and the provisions of this Agreement shall be interpreted and construed in a manner consistent with the APA to the fullest extent possible.

Section 4.3 — No Third-Party Beneficiaries. Except as may be expressly provided in the APA (including, without limitation, the rights of any Indemnified Parties thereunder), this Agreement is not intended to and does not create any rights, claims, causes of action, or benefits in or on behalf of any person or entity other than the Parties hereto and their respective successors and permitted assigns. No third party sh

ARTICLE V — REPRESENTATIONS AND WARRANTIES

Section 5.1 — Assignor's Representations and Warranties. Assignor hereby represents and warrants to Assignee as of the Closing Date as follows: (a) Organization and Good Standing. Assignor is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Indiana and has all requisite limited liability company power and authority to own, lease, and operate its propert

Section 5.2 — Assignee's Representations and Warranties. Assignee hereby represents and warrants to Assignor as of the Closing Date as follows: (a) Organization and Good Standing. Assignee is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, lease, and operate its properties and to conduct its bus

Section 6.1 — Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of New York, without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. Each Party hereby irrevocably

Section 6.2 — Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors, heirs, personal representatives, and permitted assigns. Neither Party may assign or transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, except that Assignee may assign its rights and obli

Section 6.3 — Amendments and Waivers. This Agreement may not be amended, modified, supplemented, restated, or otherwise changed except by a written instrument duly executed by both Assignor and Assignee. No waiver of any provision of this Agreement, or consent to any departure from the terms hereof, shall be effective unless in writing and signed by the Party against whom enforcement of such waiver or consent is soug

Section 6.4 — Counterparts. This Agreement may be executed in one or more counterparts, each of which when so executed and delivered shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument. Signatures delivered by electronic mail in portable document format (PDF) or by any other electronic transmission method shall be deemed original signatures for all purposes and

Section 6.5 — Entire Agreement. Together with the APA and the other documents, agreements, certificates, and instruments delivered in connection therewith (including the Bill of Sale, the intellectual Property Assignment Agreement, and the Non-Competition Agreements, each as defined in the APA), this Agreement constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all

Section 6.6 — Severability. If any term, provision, covenant, or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void, illegal, or unenforceable, the remainder of the terms, provisions, covenants, and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired, or invalidated, and the Parties shall use commercially reasonable

Section 6.7 — Further Assurances. Each Party shall, from time to time following the Closing Date, execute and deliver, or cause to be executed and delivered, such additional documents, instruments, conveyances, and assurances and take or cause to be taken such further actions as may be reasonably necessary or desirable to carry out the provisions of this Agreement and to effectuate the assignments and assumptions con

Section 6.8 — Notices. All notices, requests, demands, claims, consents, and other communications required or permitted to be given hereunder shall be in writing and shall be delivered in accordance with Section 11.1 of the APA, to the respective addresses set forth therein, or to such other address as a Party may designate by written notice given in accordance therewith: If to Assignor: Pinnacle Metal Fabricators LL

2. Master Supply Agreement — Ironclad Bridge & Infrastructure Co.

3. Supply Agreement — Calumet Steel Distributors Inc.

4. Other Assumed Contracts In addition to the contracts listed in Items 1 through 3 above, the following contracts, purchase orders, agreements, and commitments, each as identified on Schedule 2.1(a) to the APA and designated therein as Assumed Contracts, are hereby assigned to and assumed by Assignee: (a) All customer contracts and open purchase orders comprising the customer backlog of approximately Seven Million T