Contract analysis

Section 1.1 Definitions. As used in this Agreement, the following terms shall have the meanings ascribed to them below. Capitalized terms used but not defined in this Agreement shall have the meanings given to them in the APA. (a) "Acquired Business" means the business and assets acquired by Nexford from Pinnacle pursuant to the APA, including the custom metal fabrication operations, customer contracts and relationsh

Section 1.2 Interpretation. In this Agreement, unless the context otherwise requires: (a) The headings and captions of the Articles and Sections of this Agreement are inserted for convenience of reference only and shall not constitute a part of this Agreement or affect in any way the meaning, construction, or interpretation hereof. (b) Words importing the singular shall include the plural and vice versa, and words im

ARTICLE II — ENGAGEMENT AND SERVICES

Section 2.1 Engagement. Nexford hereby engages Brennan, and Brennan hereby accepts the engagement, as an independent contractor to provide transition consulting services in connection with the integration of the Acquired Business into Nexford's operations, on the terms and conditions set forth in this Agreement. The engagement of Brennan as an independent contractor is a material inducement to Nexford's consummation

Section 2.2 Scope of Services. During the Term, Brennan shall provide the following transition consulting services (collectively, the "Services"), as further described in Exhibit A attached hereto: (a) Customer Relationship Transition. Brennan shall assist Nexford with the orderly transition of all customer relationships of the Acquired Business, including: (i) introducing Nexford management, including Marcus R. Have

Section 2.3 Time Commitment. Brennan shall devote such time and attention as is reasonably necessary to perform the Services in a professional and thorough manner. The Parties anticipate that the Services will require approximately twenty (20) hours per week during the first six (6) months of the Term (the "Initial Period") and approximately ten (10) hours per week during the remaining six (6) months of the Term (the

Section 2.4 Reporting. Brennan shall report to and take direction from Marcus R. Haverford, Chief Executive Officer of Nexford, or such other person as Nexford may designate in writing from time to time. Brennan shall also coordinate with Philip M. Stanhope, General Counsel of Nexford, regarding legal and contractual matters affecting the Acquired Business, and with Danielle K. Cho, Chief Financial Officer of Nexford

Section 2.5 Standard of Performance. Brennan shall perform the Services in a professional, diligent, competent, and workmanlike manner, consistent with the standards and practices employed by Brennan in operating the Acquired Business prior to the Closing Date and consistent with the standard of care that would be exercised by a reasonably prudent consultant with comparable experience and expertise in the structural

ARTICLE III — COMPENSATION AND EXPENSES

Section 3.1 Monthly Fee. In consideration of Brennan's performance of the Services, Nexford shall pay Brennan a monthly consulting fee of Eighteen Thousand Dollars ($18,000) per month (the "Monthly Fee"), payable in arrears on or before the fifteenth (15th) day of each calendar month following the month in which the Services were performed. The total annualized compensation payable to Brennan under this Section 3.1,

Section 3.2 Expenses. Nexford shall reimburse Brennan for reasonable, documented, out-of-pocket expenses incurred by Brennan in connection with the performance of the Services, subject to the following conditions: (a) any single expense in an amount exceeding Five Hundred Dollars ($500) shall require the prior written approval of Nexford (which approval may be given by email from Marcus R. Haverford, Danielle K. Cho,

Section 3.3 No Benefits. Brennan shall not be entitled to participate in, or receive any benefits under, any employee benefit plans, programs, or arrangements of Nexford or any of its affiliates, including, without limitation, health, dental, or vision insurance, life insurance, disability insurance, retirement plans (including any 401(k) plan), pension plans, equity incentive plans, vacation or paid time off, sick l

Section 3.4 Taxes. Brennan acknowledges and agrees that he is solely responsible for the payment of all federal, state, and local income taxes, self-employment taxes (including FICA and Medicare taxes), unemployment taxes, and all other taxes, assessments, or contributions arising from the compensation paid to Brennan under this Agreement. Nexford shall not withhold any federal, state, or local income taxes, Social S

Section 3.5 No Offset. Payments to Brennan under this Agreement shall not be subject to offset, deduction, counterclaim, or withholding (other than as may be required by applicable law) against any indemnification obligations of Brennan, the other Members, or Pinnacle under the APA, or under the Escrow Agreement dated October 24, 2023, among Nexford, Gerald T. Brennan (in his capacity as Seller Representative), and C

ARTICLE IV — INDEPENDENT CONTRACTOR STATUS

Section 4.1 Independent Contractor. The Parties acknowledge and agree that Brennan is an independent contractor with respect to Nexford and is not an employee, agent, partner, or joint venturer of Nexford or any of its affiliates. Nothing in this Agreement shall be construed to create or be deemed to create an employment, agency, partnership, or joint venture relationship between Brennan and Nexford or any of Nexford

Section 4.2 No Authority to Bind. Brennan shall have no authority to bind Nexford or any of its affiliates, to enter into any contracts, agreements, or commitments on behalf of Nexford or any of its affiliates, to incur any liabilities or obligations on behalf of Nexford or any of its affiliates, or to represent himself as an employee, officer, director, or authorized agent of Nexford or any of its affiliates, except

Section 4.3 Workers' Compensation and Insurance. Brennan shall be solely responsible for maintaining, at his own cost and expense, any and all insurance coverage that may be required by applicable law or that Brennan deems appropriate, including workers' compensation insurance (to the extent required by the laws of the State of Indiana or any other applicable jurisdiction), general liability insurance, and profession

ARTICLE V — RESTRICTIVE COVENANTS

Section 5.1 Acknowledgments. Brennan acknowledges and agrees as follows: (a) As founder and Managing Member of Pinnacle for approximately seventeen (17) years since its formation in 2006, Brennan possesses extensive, unique, and valuable knowledge of the Acquired Business, including its trade secrets, proprietary fabrication processes and techniques, customer relationships, supplier relationships, pricing methodologi

Section 5.2 Non-Competition. (a) During the Restricted Period (commencing on the Effective Date, October 24, 2023, and ending on October 24, 2026, a period of three (3) years), Brennan shall not, directly or indirectly, whether individually or through any corporation, limited liability company, partnership, joint venture, trust, or other entity, own, manage, operate, control, be employed by, consult for, render servi

Section 5.3 Non-Solicitation of Customers. During the Restricted Period (commencing on the Effective Date, October 24, 2023, and ending on October 24, 2026, a period of three (3) years), Brennan shall not, directly or indirectly, whether individually or through any corporation, limited liability company, partnership, joint venture, trust, or other entity, solicit, divert, or take away, or attempt to solicit, divert,

Section 5.4 Non-Solicitation of Employees. During the Restricted Period (commencing on the Effective Date, October 24, 2023, and ending on October 24, 2026, a period of three (3) years), Brennan shall not, directly or indirectly, whether individually or through any corporation, limited liability company, partnership, joint venture, trust, or other entity: (a) solicit, recruit, hire, or engage, or attempt to solicit,

Section 5.5 Confidentiality. (a) Non-Disclosure Obligation. Brennan shall not, during the Term or at any time thereafter (without temporal limitation), directly or indirectly, disclose, use, copy, publish, distribute, or otherwise exploit any Confidential Information of the Acquired Business, Nexford, or any of Nexford's affiliates, except as expressly required in the course of performing the Services under this Agre

Section 5.6 intellectual Property. Any and all work product, inventions, discoveries, developments, improvements, designs, specifications, processes, techniques, documentation, reports, analyses, or other materials (collectively, "Work Product") created, conceived, developed, or reduced to practice by Brennan, whether alone or jointly with others, in the course of performing the Services under this Agreement shall be

Section 5.7 Remedies. (a) Irreparable Harm. Brennan acknowledges and agrees that a breach or threatened breach of any of the restrictive covenants set forth in this Article V would cause irreparable harm to Nexford and the Acquired Business for which monetary damages alone would be an inadequate remedy. Brennan further acknowledges that the harm resulting from such a breach would be difficult or impossible to quantif

ARTICLE VI — TERM AND TERMINATION

Section 6.1 Term. This Agreement shall commence on the Effective Date (October 24, 2023) and shall continue in full force and effect for a period of twelve (12) months, ending on October 24, 2024 (the "Term"), unless earlier terminated in accordance with the provisions of this Article VI. The Term shall not automatically renew or extend; any extension of the Term shall require a written amendment signed by both Parti

Section 6.2 Termination by Nexford for Cause. Nexford may terminate this Agreement immediately upon written notice to Brennan if any of the following events occurs: (a) Brennan materially breaches any provision of this Agreement and fails to cure such breach within fifteen (15) days after receiving written notice from Nexford specifying the nature of the breach and the actions required to cure it; provided that if su

Section 6.3 Termination by Nexford Without Cause. Nexford may terminate this Agreement without cause, for any reason or no reason, upon thirty (30) days' prior written notice to Brennan. In the event of such termination, Nexford shall pay Brennan the Monthly Fee through the effective date of termination, plus any accrued but unpaid Monthly Fee and properly documented unreimbursed expenses incurred prior to the effect

Section 6.4 Termination by Brennan. Brennan may terminate this Agreement upon sixty (60) days' prior written notice to Nexford if Nexford fails to pay any undisputed amounts owed to Brennan under this Agreement within thirty (30) days after the date such amounts are due and payable and such failure to pay continues for a period of fifteen (15) days after Brennan delivers written notice to Nexford specifying the amoun

Section 6.5 Effect of Termination. (a) Upon the termination or expiration of this Agreement for any reason, all rights and obligations of the Parties under this Agreement shall cease, except that: (i) the restrictive covenants set forth in Article V (including the non-competition covenant in Section 5.2, the non-solicitation of customers covenant in Section 5.3, the non-solicitation of employees covenant in Section 5

Section 6.6 Acceleration of Fees. If Nexford terminates this Agreement without cause under Section 6.3 prior to the expiration of the Term, then, in addition to the amounts payable to Brennan through the effective date of termination as set forth in Section 6.3, Nexford shall pay Brennan a lump sum termination payment equal to three (3) months of the Monthly Fee, in the aggregate amount of Fifty-Four Thousand Dollars

ARTICLE VII — REPRESENTATIONS AND WARRANTIES

Section 7.1 Representations and Warranties of Brennan. Brennan hereby represents and warrants to Nexford as follows: (a) Capacity and Authority. Brennan has full legal capacity, right, and authority to execute, deliver, and perform this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Brennan and constitutes the legal, valid, and binding obligati

Section 7.2 Representations and Warranties of Nexford. Nexford hereby represents and warrants to Brennan as follows: (a) Organization and Good Standing. Nexford is a corporation duly organized, 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 business as presently conducted. (

ARTICLE VIII — INDEMNIFICATION

Section 8.1 Indemnification by Brennan. Brennan shall indemnify, defend, and hold harmless Nexford and its affiliates (including Bramblewood Capital Partners, LP and its affiliates), and their respective officers, directors, managers, employees, agents, successors, and assigns (collectively, the "Nexford Indemnitees"), from and against any and all losses, damages, liabilities, claims, demands, actions, suits, proceed

Section 8.2 Indemnification by Nexford. Nexford shall indemnify, defend, and hold harmless Brennan and his heirs, executors, administrators, and legal representatives (collectively, the "Brennan Indemnitees") from and against any and all Losses arising out of, resulting from, or relating to: (a) any breach or alleged breach by Nexford of any representation, warranty, covenant, or obligation of Nexford under this Agre

Section 8.3 Relationship to APA Indemnification. The indemnification obligations set forth in this Article VIII are separate from, independent of, and in addition to, the indemnification obligations of Brennan and the other Members under Article X of the APA. For reference and clarity, the indemnification provisions of the APA include, among other terms: (i) an aggregate indemnification cap of Nine Million Dollars ($

ARTICLE IX — LIMITATION OF LIABILITY

Section 9.1 Limitation of Aggregate Liability. Except in the case of fraud, willful misconduct, or breach of Article V (Restrictive Covenants), Brennan's aggregate liability under this Agreement for any and all claims, whether based on contract, tort, strict liability, or any other theory, shall not exceed the total fees paid or payable to Brennan under this Agreement, which amount is Two Hundred Sixteen Thousand Dol

Section 9.2 Consequential Damages. Except in the case of a breach of Article V (Restrictive Covenants), neither Party shall be liable to the other Party for any consequential, indirect, incidental, special, exemplary, or punitive damages of any nature arising out of or related to this Agreement, including, without limitation, loss of revenue, loss of profits, loss of business opportunity, or diminution in value, rega

Section 10.1 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to any choice-of-law or conflicts-of-law provisions or rules (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 irrevocably submits

Section 10.2 Dispute Resolution. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof (each, a "Dispute"), shall be resolved as follows: (a) Negotiation. The Parties shall first attempt to resolve the Dispute through good-faith negotiation. Either Party may initiate negotiation by delivering written notice to the other Party describing the Di