Contract analysis

1. Introduction and Purpose Calderwood & Harkness LLP ("we," "us," "the Firm," or "C&H") is pleased to confirm our engagement to represent Nexford Industrial Holdings Inc. ("Nexford," "NIH," or "you"), a Delaware corporation, as buyer's counsel in connection with the proposed acquisition of substantially all of the assets of Pinnacle Metal Fabricators LLC ("Pinnacle" or "PMF"), an Indiana limited liability company wi

2. Scope of Representation The Firm will serve as Nexford's primary outside legal counsel in connection with the proposed asset acquisition described above (the "Transaction"). Without limiting the generality of the foregoing, our representation will include the following services: (a) Transaction Documentation. Structuring and negotiation of the definitive Asset Purchase Agreement and all ancillary transaction docum

3. Staffing The following attorneys will be primarily responsible for the Firm's work on this engagement: Oliver Mackenzie — Responsible Partner (Mergers & Acquisitions). Mr. Mackenzie will have overall responsibility for the engagement and will serve as the primary relationship partner for this matter. Mr. Mackenzie will be involved in deal structuring, strategic negotiations, and oversight of all material work prod

4. Fee Arrangements and Billing Rates The Firm will bill Nexford on an hourly basis for all professional services rendered in connection with this engagement. The current hourly rates for the primary team members assigned to this matter are as follows: The foregoing rates are the Firm's standard rates for the professionals identified and are subject to annual adjustment, which typically takes effect on January 1 of e

5. Expenses and Disbursements In addition to professional fees for legal services, the Firm will bill Nexford for reasonable out-of-pocket expenses and disbursements incurred in connection with the engagement. Such expenses may include, without limitation, the following: (a) Travel expenses, including airfare, ground transportation, hotel accommodations, and meals, incurred in connection with site visits to Pinnacle'

6. Conflicts of Interest The Firm has conducted a conflicts check in accordance with its standard procedures and applicable rules of professional conduct and has determined that there are no current conflicts of interest that would prevent the Firm from undertaking this engagement on behalf of Nexford. We wish to disclose, however, that the Firm has in the past represented, and may in the future represent, other part

7. Client Identity and Communications The Firm's client in this engagement is Nexford Industrial Holdings Inc. Our representation does not extend to any individual officer, director, employee, or equity holder of Nexford, nor to Bramblewood Capital Partners, LP, or any of Bramblewood's general partners, limited partners, affiliates, management companies, parallel funds, or other portfolio companies. Any attorney-clie

8. Confidentiality The Firm will maintain the confidentiality of all non-public information received from or on behalf of Nexford in connection with this engagement, in accordance with the Firm's ethical obligations under the applicable rules of professional conduct and its internal information security policies. The Firm will use such confidential information solely for the purpose of providing legal services to Nex

9. Document Retention The Firm will maintain all files and records related to this engagement in accordance with the Firm's standard document retention policies and procedures, which comply with applicable rules of professional conduct and legal requirements. During the pendency of the engagement, Nexford shall have reasonable access to its files upon request. Upon completion or termination of the engagement, Nexford

10. Termination Either Nexford or the Firm may terminate this engagement at any time upon written notice to the other party. No reason need be stated for termination, provided that the Firm's right to terminate shall be subject to the applicable rules of professional conduct governing withdrawal from representation, including any requirement to obtain court approval where the Firm's withdrawal would affect pending pr

11. Limitation of Liability The Firm's aggregate liability to Nexford arising out of or related to this engagement, whether based on breach of contract, tort (including negligence), breach of fiduciary duty, or any other legal theory, shall not exceed the total amount of professional fees actually paid by Nexford to the Firm in connection with this engagement. This limitation of liability applies to all claims, losse

12. Governing Law and Dispute Resolution This engagement letter and the professional relationship between the Firm and Nexford shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles. Any dispute, claim, or controversy arising out of or relating to this engagement, including without limitation any dispute regarding the Firm's fees, the

13. Entire Agreement; Amendments This engagement letter constitutes the entire agreement between the Firm and Nexford with respect to the engagement described herein. It supersedes all prior and contemporaneous discussions, negotiations, proposals, understandings, and agreements, whether written or oral, between the parties regarding the subject matter of this engagement. No representations, warranties, or commitment

14. Acceptance We are enthusiastic about the opportunity to represent Nexford in connection with the proposed acquisition of Pinnacle Metal Fabricators LLC, and we are confident that the Firm's experience, resources, and dedication will add meaningful value to the Transaction. We look forward to working closely with you, Ms. Cho, and the broader Nexford team throughout the process. Please indicate Nexford's acceptanc