engagement-letter-nexford.docx

1005-00004 · Nexford Industrial Holdings · Engagement

engagement-letter-nexford.docx DOCUMENT Funds

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CALDERWOOD & HARKNESS LLP Attorneys at Law 227 West Monroe Street, Suite 3600 Chicago, Illinois 60606 Telephone: (312) 555-7400 Facsimile: (312) 555-7401 www.calderwoodharkness.com

March 30, 2022

Tara Svendsen, Esq. General Counsel Nexford Industrial Holdings Inc. 500 Commerce Drive, Suite 400 Schaumburg, Illinois 60173

Re: Engagement of Calderwood & Harkness LLP — Defense of Nexford Industrial Holdings Inc. in *Maciejewski v. Nexford Industrial Holdings Inc.*, Case No. 2022-L-002847, Circuit Court of Cook County, Illinois, County Department, Law Division

Dear Ms. Svendsen:

Thank you for selecting Calderwood & Harkness LLP to represent Nexford Industrial Holdings Inc. in connection with the above-referenced matter. This letter confirms and sets forth the terms and conditions upon which Calderwood & Harkness LLP (the "Firm" or "C&H") has been retained by Nexford Industrial Holdings Inc. ("Nexford" or the "Company") to provide legal representation in the defense of the lawsuit captioned Darren K. Maciejewski v. Nexford Industrial Holdings Inc., Case No. 2022-L-002847, pending in the Circuit Court of Cook County, Illinois, County Department, Law Division.

This engagement follows initial discussions between the undersigned, Bernard Crawford, and you on or about March 28, 2022, regarding the complaint filed by Darren K. Maciejewski (the "Plaintiff") on March 15, 2022. It is our understanding that service of process was effected on Nexford's registered agent, CT Agents Inc., at 208 South LaSalle Street, Suite 814, Springfield, Illinois 62701, on March 22, 2022. We appreciate the promptness with which you brought this matter to our attention and the materials you have already assembled in connection with the Company's initial review.

We ask that you review this letter carefully. If the terms set forth herein are acceptable to the Company, please countersign and return a copy of this letter to the undersigned at your earliest convenience to confirm Nexford's agreement. Your signature below will constitute the Company's acknowledgment of and agreement to the terms of this engagement.

1. Scope of Engagement

The Firm is retained to defend Nexford in the action styled Darren K. Maciejewski v. Nexford Industrial Holdings Inc., Case No. 2022-L-002847, filed in the Circuit Court of Cook County, Illinois, County Department, Law Division. The complaint was filed on March 15, 2022, and asserts three counts against Nexford, as follows:

Count I — Retaliatory Discharge under Illinois Common Law. Plaintiff alleges that his termination of employment was motivated by retaliation and constituted a discharge in violation of the public policy of the State of Illinois, specifically the public policy favoring workplace safety and the reporting of safety violations.

Count II — Retaliation in Violation of Section 11(c) of the Occupational Safety and Health Act, 29 U.S.C. § 660(c). Plaintiff alleges that Nexford retaliated against him for exercising rights protected under the Occupational Safety and Health Act of 1970, as amended, including the filing of a complaint with the Occupational Safety and Health Administration ("OSHA").

Count III — Violation of the Illinois Whistleblower Act, 740 ILCS 174/1 *et seq.* Plaintiff alleges that his termination was in retaliation for disclosing information to a government or law enforcement agency regarding conduct he reasonably believed to be in violation of a state or federal law, rule, or regulation.

The Plaintiff alleges that he was terminated from his employment with Nexford on September 24, 2021, in retaliation for making internal safety reports to management at the Company's Elgin, Illinois manufacturing facility and for filing OSHA Complaint No. 1734892 with the United States Department of Labor, Occupational Safety and Health Administration.

The scope of this engagement encompasses all pre-trial activities necessary to the defense of the Maciejewski litigation, including, without limitation: the preparation and filing of responsive pleadings (including an answer and any affirmative defenses); the conduct of written and oral discovery, including interrogatories, requests for production of documents, requests to admit, and depositions; participation in case management conferences and status hearings before the assigned judge; motions practice, including dispositive motions if warranted by the facts and applicable law; and evaluation of settlement opportunities and recommendations to the Company regarding the same.

Notwithstanding the foregoing, the scope of this engagement does not include trial or appellate proceedings. Should this matter proceed to trial or should appellate proceedings become necessary, such work will be the subject of a separate written agreement or a written amendment to this engagement letter, setting forth the additional terms, anticipated fees, and any modifications to the engagement team or fee structure. Similarly, the scope of this engagement does not include representation of Nexford in any separate regulatory, administrative, or other proceeding — including, without limitation, any proceedings before OSHA, the Illinois Department of Labor, or any other federal, state, or local agency — unless the Firm and the Company expressly agree in writing to expand the scope of this engagement to encompass such matters.

We note for the record that Nexford Industrial Holdings Inc. is incorporated in the State of Delaware and is qualified to transact business in the State of Illinois. The attorneys assigned to this engagement are licensed to practice before the courts of the State of Illinois, including the Circuit Court of Cook County, and the Firm is authorized to appear and represent the Company in the above-referenced proceeding.

2. Engagement Team

The Firm has assembled a team of experienced labor and employment litigation attorneys to manage this engagement efficiently and effectively. The following attorneys will serve as the core engagement team:

Bernard Crawford — Responsible Partner. Mr. Crawford brings thirty-two years of experience in labor and employment litigation, with a particular emphasis on wrongful termination, retaliation, and whistleblower claims. He will serve as the partner with overall supervisory responsibility for this engagement, including strategic direction, quality oversight, and coordination with the Company's General Counsel on significant case developments. Mr. Crawford will serve as the primary point of contact for significant strategic decisions, including settlement authority, dispositive motion strategy, and engagement with the Company's EPLI carrier.

Renata Vasquez — Billing Partner. Ms. Vasquez has nineteen years of experience in labor and employment litigation and will oversee all billing, budgeting, and fee-reporting functions for this engagement. She will ensure that invoices comply with the Company's billing guidelines and any applicable requirements of the Company's EPLI carrier. Ms. Vasquez will coordinate with the Company's legal department and accounts payable function to facilitate timely and accurate fee reporting.

Nadia Petrov — Lead Associate. Ms. Petrov has six years of experience in employment litigation, including substantial trial preparation and discovery management experience. She will handle day-to-day management of the litigation, including the preparation and review of discovery, the drafting of motions and briefs, court appearances at routine status hearings and case management conferences, and communications with opposing counsel. Ms. Petrov will serve as the primary day-to-day contact for the Company's legal team and key custodians.

James Underwood — Working Associate. Mr. Underwood has three years of experience and will assist with legal research, document review, and the drafting of pleadings, discovery responses, and internal memoranda. Mr. Underwood will work under the supervision of Ms. Petrov and the Firm's partners on all aspects of the engagement.

The Firm may assign additional attorneys or professional staff — including paralegals, litigation support specialists, and contract attorneys — to this engagement as reasonably necessary to ensure the efficient and effective defense of the Company's interests. The Firm will provide advance notice to the Company before assigning additional timekeepers to the matter and will disclose the applicable billing rates for any such personnel in accordance with Section 3 of this letter.

For purposes of this engagement, the Company designates Tara Svendsen, General Counsel, as the Company's primary contact for all communications regarding this engagement. All significant communications, strategic recommendations, and reporting will be directed to Ms. Svendsen in the first instance. Catherine "Cat" Donnelly, Vice President, Human Resources, is designated as an alternate contact for factual and document-related matters, including the coordination of document collection, custodian interviews, and the provision of personnel records and other human resources files pertinent to the defense.

3. Billing Rates and Fee Arrangements

3.1 Hourly Rates

The Firm's fees for legal services rendered in connection with this engagement will be calculated on the basis of the time expended by each timekeeper at the following hourly rates:

Should paralegal or litigation support staff be assigned to the matter, the applicable rates for such personnel will be disclosed in advance to the Company and will generally fall within the range indicated above. Specific rates will be identified on the Firm's monthly invoices by timekeeper name and function.

The rates set forth above are effective as of the date of this letter. The Firm reserves the right to adjust its standard hourly rates on an annual basis, consistent with the Firm's general rate schedule. Any rate adjustment applicable to this engagement will be communicated to the Company in writing not less than thirty (30) days prior to the effective date of such adjustment, and any rate increase shall be subject to the Company's approval. In the absence of the Company's written approval of a proposed rate increase, the rates then in effect shall continue to apply.

3.2 Litigation Budget Cap

In connection with the parties' initial discussions, the Firm and the Company have agreed to a litigation budget cap of One Hundred Seventy-Five Thousand Dollars ($175,000.00) for all pre-trial work performed in this matter (the "Budget Cap"). The Budget Cap is intended to provide the Company with predictability and cost control while ensuring that the Firm is able to mount a thorough and competent defense.

The Budget Cap encompasses all attorney fees, paralegal fees, and internal Firm costs incurred in connection with the pre-trial defense of the Maciejewski litigation, including charges for legal research databases (e.g., Westmark Data Systems, Sundial Solutions), internal photocopying, internal postage, and similar administrative costs that are customarily absorbed within the Firm's hourly rates or billed as internal overhead.

The Budget Cap does not include the following categories of costs and expenses, which shall be billed separately and are not subject to the cap:

(a) Third-party costs and expenses, including but not limited to court reporter fees, deposition transcript costs, filing fees, service of process costs, expert witness fees and expenses, outside vendor charges for document hosting, electronic discovery processing, trial graphics, or similar services, and any other costs payable to third parties in connection with the litigation;

(b) Any fees, costs, or expenses related to trial or appellate proceedings, which are outside the scope of this engagement as described in Section 1 above;

(c) Any fees, costs, or expenses arising from a significant expansion of the scope of the litigation, including without limitation fees attributable to the filing of amended pleadings by Plaintiff, the assertion of cross-claims or counterclaims, the joinder of additional parties, third-party practice, or any material change in the nature or complexity of the proceedings that was not reasonably foreseeable as of the date of this letter.

If, at any point during the engagement, the Firm anticipates that the aggregate fees incurred or to be incurred will approach or exceed the Budget Cap, the Firm will promptly notify the Company in writing, provide an updated estimate of the remaining fees anticipated through the completion of pre-trial work, and seek the Company's authorization before incurring additional fees beyond the Budget Cap. No fees in excess of the Budget Cap will be billed without the Company's prior written approval.

The Firm will submit invoices on a monthly basis, within fifteen (15) days following the close of each calendar month. Each invoice will include reasonably detailed descriptions of the work performed, the identity and billing rate of each timekeeper who performed the work, the number of hours expended by each timekeeper, and the total fees and expenses for the billing period. Invoices will also include a running cumulative total of fees and expenses billed to date to facilitate the Company's monitoring of expenditures against the Budget Cap.

3.3 Payment Terms

All invoices are due and payable within thirty (30) days of receipt by the Company. Payment should be remitted to Calderwood & Harkness LLP at the address set forth above or by electronic transfer to the Firm's client trust account, the details of which will be provided separately. The Firm reserves the right to charge interest on past-due amounts at a rate of one percent (1.0%) per month (twelve percent (12.0%) per annum), or the maximum rate permitted by applicable law, whichever is less, on any amount remaining unpaid more than thirty (30) days after the date of the invoice.

3.4 Expenses. In addition to the fees described above, the Company will be responsible for the reimbursement of reasonable out-of-pocket expenses incurred by the Firm in connection with this engagement. Such expenses may include, without limitation, court filing fees, messenger and courier services, travel expenses (including transportation, lodging, and meals when travel is required), court reporter fees, deposition transcript charges, outside copying and printing charges, expert witness fees, and similar disbursements. All such expenses will be billed at the Firm's actual cost, without markup.

Any single expense item that is expected to exceed One Thousand Dollars ($1,000.00) will be pre-approved by the Company before the expense is incurred. The Firm will use reasonable efforts to provide the Company with advance notice and an estimate of any significant anticipated expense.

4. Insurance Coordination — EPLI Coverage

4.1 Carrier and Policy Information

Nexford has informed the Firm that the Company maintains Employment Practices Liability Insurance ("EPLI") coverage through Verdant Mutual Insurance Company, a mutual insurance company domiciled in the State of Wisconsin, under Policy No. EPLI-VM-2021-04782 (the "Policy"). Based on information provided by the Company, the Policy provides the following relevant coverage terms:

• Per-Occurrence Limit: $2,000,000.00

• Aggregate Limit: $5,000,000.00

• Self-Insured Retention ("SIR"): $50,000.00

Verdant Mutual Insurance Company's assigned claims adjuster for the Maciejewski matter is Brianna Choi, located at Verdant Mutual Insurance Company, 800 North Plankinton Avenue, Milwaukee, Wisconsin 53203. Ms. Choi will serve as the primary point of contact at Verdant Mutual for claims handling, billing coordination, and coverage-related communications.

4.2 Coverage Status

The Company's General Counsel, Tara Svendsen, tendered the Maciejewski claim to Verdant Mutual on or about March 28, 2022, promptly following receipt of service of process. Based on information provided by the Company, Verdant Mutual has acknowledged coverage for the Maciejewski matter, subject to a reservation of rights. The Firm has received a copy of Verdant Mutual's reservation of rights letter dated March 29, 2022, and has reviewed the coverage positions set forth therein.

Additionally, Verdant Mutual has approved the retention of Calderwood & Harkness LLP as panel counsel for the defense of Nexford in the Maciejewski matter. The Firm's rates and the Budget Cap described in Section 3 of this letter have been communicated to and approved by Verdant Mutual's claims department.

4.3 SIR and Fee Allocation

The Company acknowledges that the $50,000.00 self-insured retention must be satisfied before Verdant Mutual's coverage obligations attach with respect to defense costs or indemnity payments. Accordingly, the initial fees and expenses incurred in connection with this engagement will be borne by the Company until the SIR has been exhausted. The Firm will track all fees and expenses and will clearly identify on its invoices the cumulative total of defense costs applied against the SIR.

The Firm will submit copies of its invoices and periodic litigation status reports to Verdant Mutual as directed by the Company and as required under the terms and conditions of the EPLI Policy. The Company is responsible for confirming the specific billing guidelines and reporting requirements of the carrier, and the Firm will comply with such guidelines to the extent reasonably practicable.

The Firm will cooperate with Verdant Mutual regarding coverage-related inquiries and will participate in coverage-related discussions as requested by the Company. However, the Firm wishes to make clear that its primary duty of loyalty in this engagement runs to Nexford as the insured client, and not to Verdant Mutual as the insurer. The Firm's professional obligations, strategic recommendations, and litigation decisions will be guided by Nexford's interests at all times.

Should any conflicts arise between the Company's litigation interests and the insurer's coverage positions — including, without limitation, any dispute over the scope of coverage, the reasonableness of a proposed settlement, or the allocation of defense costs between covered and non-covered claims — the Firm will promptly report any such conflict to the Company and will seek the Company's guidance on how to proceed. The Firm will not take any action at the direction of the insurer that is inconsistent with the Company's interests without the Company's informed consent.

4.4 Reporting Obligations

The Firm will provide quarterly litigation status reports to Verdant Mutual, as required under the EPLI Policy and as directed by the Company. These reports will include, at a minimum: a summary of the current case posture; updates regarding significant developments in the litigation (including key motions, discovery milestones, and scheduling orders); an assessment of the Company's litigation exposure; a summary of fees and expenses incurred to date; and a forecast of anticipated fees and expenses for the upcoming quarter.

All quarterly reports prepared for Verdant Mutual will be coordinated through the Company's General Counsel before submission to the carrier. The Firm will provide draft reports to Ms. Svendsen for review and approval not less than five (5) business days before the scheduled submission date. The Company retains the right to direct modifications to any report before it is transmitted to the carrier.

5. Client Responsibilities

The effective defense of the Maciejewski litigation will require the active cooperation and participation of the Company. Nexford agrees to provide the Firm with full and timely access to all documents, electronically stored information ("ESI"), and Company personnel necessary for the preparation and conduct of the defense. This includes, without limitation, the prompt production of personnel files, internal correspondence, safety reports, OSHA-related documentation, training records, performance evaluations, and any other documents or information that may be relevant to the claims asserted or the defenses available.

Based on our preliminary discussions, the key custodians for documents and information relevant to this matter are expected to include, at a minimum, the following individuals:

• Frank Bosch, Plant Manager, Elgin Facility, 2700 Industrial Parkway, Elgin, Illinois 60123;

• Catherine "Cat" Donnelly, Vice President, Human Resources, Nexford Industrial Holdings Inc.;

• Liam Gallagher, Director, Environmental Health & Safety, Nexford Industrial Holdings Inc.; and

• Tara Svendsen, General Counsel, Nexford Industrial Holdings Inc.

Additional custodians may be identified as the Firm's investigation progresses and as the scope of discovery becomes clearer.

The Company will implement and maintain a litigation hold consistent with its document preservation obligations under applicable law and court rules. The Firm will provide a separate litigation hold notice to the Company promptly following execution of this engagement letter, and the Company agrees to distribute and enforce the litigation hold in accordance with the instructions set forth therein. The preservation of relevant documents and ESI is of critical importance, and the Company should take immediate steps to suspend any routine document destruction or data purging that could affect potentially relevant materials.

The Company will promptly inform the Firm of any communications received — whether written or oral — from the Plaintiff; the Plaintiff's counsel, Gerald P. Hess of Hess & Loughlin, P.C., located at 3412 Harlem Avenue, Suite 205, Berwyn, Illinois 60402; the Occupational Safety and Health Administration; or any other regulatory body concerning the subject matter of this litigation. Such communications should be forwarded to the Firm without response, and no Company representative should engage in substantive communications with any of the foregoing parties regarding the Maciejewski matter without first consulting with the Firm.

6. Conflicts of Interest

The Firm has conducted a comprehensive conflicts check in accordance with its standard procedures and the Illinois Rules of Professional Conduct, and has identified no conflicts of interest that would prevent the Firm from undertaking this engagement. The Firm has searched its conflicts database for the Company, its officers and directors, the Plaintiff, the Plaintiff's counsel, and other relevant parties and entities, and no conflicting representations have been identified.

The Firm acknowledges that Nexford Industrial Holdings Inc. is a portfolio company of Harborview Partners, which holds a seventy-two percent (72%) controlling equity interest in Nexford, acquired in October 2019. The Firm does not currently represent Harborview Partners, or any of its affiliates, general partners, or other portfolio companies in any matter.

The Company acknowledges that Calderwood & Harkness LLP is a large, multi-practice law firm with a diverse client base, and that the Firm may represent other clients in matters unrelated to this engagement, including matters that may be adverse to entities other than Nexford Industrial Holdings Inc. The Company consents to such representations, provided that they do not create an actual conflict of interest with this engagement or materially impair the Firm's ability to represent the Company's interests in the Maciejewski litigation.

If a conflict of interest arises during the course of this engagement — whether as a result of the Firm's acceptance of a new client or matter, a change in the circumstances of this engagement, or otherwise — the Firm will promptly notify the Company in writing, disclose the nature of the conflict, and take appropriate steps to address it. Such steps may include, depending on the nature and severity of the conflict, seeking the Company's informed consent to continued representation, implementing an ethical screen within the Firm, or withdrawing from this engagement or the conflicting matter, in each case in accordance with the applicable rules of professional conduct.

7. Confidentiality and Privilege

All communications between the Firm and the Company in connection with this engagement are intended to be protected by the attorney-client privilege and/or the work product doctrine to the fullest extent permitted by applicable law. This includes, without limitation, oral and written communications, memoranda, legal analyses, strategy discussions, draft documents, and any other materials prepared by the Firm or exchanged between the Firm and the Company for the purpose of seeking, providing, or facilitating legal advice in connection with the Maciejewski litigation.

The Company agrees not to disclose privileged communications or Firm work product to third parties without prior consultation with the Firm, in order to avoid any inadvertent waiver of the attorney-client privilege or work product protection. The disclosure of privileged materials to individuals outside the scope of the privilege — including, in certain circumstances, to business associates, consultants, or other persons who are not agents or employees of the Company — may result in a waiver of the privilege. The Firm will advise the Company on an ongoing basis regarding the scope and limitations of the privilege as applicable to the specific circumstances of this engagement.

The Firm recognizes that certain reporting obligations exist with respect to both Verdant Mutual Insurance Company (as the EPLI carrier) and Harborview Partners (as the Company's controlling equity sponsor). Reporting to these entities will be structured to preserve applicable privileges to the greatest extent possible. The Firm will advise the Company on appropriate protocols for sharing information with Verdant Mutual and Veltrano, including the use of common interest agreements, confidentiality agreements, and appropriate privilege designations, as warranted by the circumstances.

8. Reporting to Equity Sponsor

The Company has informed the Firm that Harborview Partners, located at 401 South Tryon Street, Suite 2800, Charlotte, North Carolina 28202, requires quarterly litigation exposure reports from its portfolio companies for any pending or threatened matter with potential exposure exceeding Fifty Thousand Dollars ($50,000.00). Given the nature and magnitude of the claims asserted in the Maciejewski litigation, the Company has confirmed that this matter falls within the scope of Veltrano's reporting requirements.

The Firm will prepare quarterly litigation exposure reports in a format consistent with Veltrano Capital Partners' portfolio company reporting requirements, as communicated to the Firm by the Company. These reports will include a summary of the current case posture, an assessment of litigation exposure (including potential damages and settlement ranges), a summary of material developments since the prior reporting period, and any other information reasonably requested by Veltrano through the Company. The reports will be delivered to the Company's General Counsel, Tara Svendsen, for distribution by the Company to Malcolm Driscoll, Operating Partner at Veltrano Capital Partners.

All reports prepared for Veltrano will be prepared as attorney work product and will be clearly marked as "PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT." The Company will ensure that Veltrano Capital Partners and its personnel maintain the confidentiality of such reports and do not disclose them to any third party without the prior written consent of the Company and the Firm. The Firm recommends that the Company and Veltrano execute a common interest or joint defense agreement to further protect the privileged nature of these communications, and the Firm will assist in drafting such an agreement if requested.

9. Termination of Engagement

Either party may terminate this engagement at any time upon written notice to the other party. The Firm's ability to withdraw from the representation will be subject to any applicable requirements of the Illinois Rules of Professional Conduct and the approval of the court in which the matter is pending.

Upon termination of this engagement, the Firm will take all reasonable steps to protect the Company's interests, including providing the Company with reasonable time to retain substitute counsel, cooperating in the orderly transition of the matter to successor counsel, and delivering to the Company or its successor counsel all documents, files, and materials to which the Company is entitled under applicable rules of professional responsibility.

The Company will remain responsible for the payment of all fees and expenses incurred by the Firm through the effective date of termination, in accordance with the terms set forth in Section 3 of this letter. Termination of the engagement will not relieve the Company of its obligation to pay for services previously rendered and expenses previously incurred.

Following the conclusion or termination of the engagement, the Firm's file will be maintained in accordance with applicable professional responsibility rules and the Firm's internal document retention policies. The Firm will retain the file for a period consistent with its standard retention schedule, after which the file may be destroyed in the Firm's discretion unless the Company has requested its return.

10. Governing Law

This engagement letter shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to principles of conflicts of law that would require the application of the laws of any other jurisdiction.

11. Limitation of Engagement

This engagement letter covers only the matter specifically described herein — namely, the defense of Nexford Industrial Holdings Inc. in Darren K. Maciejewski v. Nexford Industrial Holdings Inc., Case No. 2022-L-002847, Circuit Court of Cook County, Illinois, County Department, Law Division. This letter does not establish an attorney-client relationship between the Firm and the Company for any other matter, and no such relationship will exist with respect to any other matter unless separately agreed in writing by both parties.

Without limiting the generality of the foregoing, the Firm's representation of Nexford in this matter does not extend to tax advice, regulatory compliance counseling, corporate governance advice, transactional support, intellectual property matters, or any other legal services outside the scope of the defense of the Maciejewski litigation as described in Section 1 of this letter.

12. Entire Agreement

This letter constitutes the entire agreement between Calderwood & Harkness LLP and Nexford Industrial Holdings Inc. with respect to the Firm's engagement in the Maciejewski matter. This letter supersedes all prior discussions, proposals, and understandings — whether oral or written — between the parties relating to the subject matter hereof. Any modification, amendment, or supplement to the terms of this engagement must be set forth in writing and signed by an authorized representative of each party.

We are committed to providing Nexford Industrial Holdings Inc. with a vigorous, strategic, and cost-effective defense in this matter, and we look forward to working closely with you, Ms. Donnelly, and the rest of the Company's team throughout the course of this engagement. If you have any questions regarding the terms set forth in this letter, please do not hesitate to contact me directly.

Please indicate Nexford's agreement to the terms of this engagement by signing in the space provided below and returning a fully executed copy of this letter to my attention at your earliest convenience.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Bernard Crawford, Partner Calderwood & Harkness LLP 227 West Monroe Street, Suite 3600 Chicago, Illinois 60606 Telephone: (312) 555-7400

Email: bcrawford@calderwoodharkness.com

ACKNOWLEDGED AND AGREED:

NEXFORD INDUSTRIAL HOLDINGS INC.

By: ________

Name: Tara Svendsen

Title: General Counsel

Date: March 30, 2022

cc: Renata Vasquez, Calderwood & Harkness LLP cc: Catherine "Cat" Donnelly, Vice President, Human Resources, Nexford Industrial Holdings Inc. cc: Brianna Choi, Claims Adjuster, Verdant Mutual Insurance Company (copy of executed letter to be provided upon request per EPLI policy coordination)

Timekeeper	Role	Hourly Rate
Bernard Crawford	Responsible Partner	$895.00
Renata Vasquez	Billing Partner	$825.00
Nadia Petrov	Lead Associate	$545.00
James Underwood	Working Associate	$395.00
Paralegal / Litigation Support Staff	As assigned	$195.00 – $275.00

CALDERWOOD & HARKNESS LLP Attorneys at Law 227 West Monroe Street, Suite 3600 Chicago, Illinois 60606 Telephone: (312) 555-7400 Facsimile: (312) 555-7401 www.calderwoodharkness.com
March 30, 2022
Tara Svendsen, Esq. General Counsel Nexford Industrial Holdings Inc. 500 Commerce Drive, Suite 400 Schaumburg, Illinois 60173
Re: Engagement of Calderwood & Harkness LLP — Defense of Nexford Industrial Holdings Inc. in *Maciejewski v. Nexford Industrial Holdings Inc.*, Case No. 2022-L-002847, Circuit Court of Cook County, Illinois, County Department, Law Division
Dear Ms. Svendsen:
Thank you for selecting Calderwood & Harkness LLP to represent Nexford Industrial Holdings Inc. in connection with the above-referenced matter. This letter confirms and sets forth the terms and conditions upon which Calderwood & Harkness LLP (the "Firm" or "C&H") has been retained by Nexford Industrial Holdings Inc. ("Nexford" or the "Company") to provide legal representation in the defense of the lawsuit captioned Darren K. Maciejewski v. Nexford Industrial Holdings Inc., Case No. 2022-L-002847, pending in the Circuit Court of Cook County, Illinois, County Department, Law Division.
This engagement follows initial discussions between the undersigned, Bernard Crawford, and you on or about March 28, 2022, regarding the complaint filed by Darren K. Maciejewski (the "Plaintiff") on March 15, 2022. It is our understanding that service of process was effected on Nexford's registered agent, CT Agents Inc., at 208 South LaSalle Street, Suite 814, Springfield, Illinois 62701, on March 22, 2022. We appreciate the promptness with which you brought this matter to our attention and the materials you have already assembled in connection with the Company's initial review.
We ask that you review this letter carefully. If the terms set forth herein are acceptable to the Company, please countersign and return a copy of this letter to the undersigned at your earliest convenience to confirm Nexford's agreement. Your signature below will constitute the Company's acknowledgment of and agreement to the terms of this engagement.
1. Scope of Engagement
The Firm is retained to defend Nexford in the action styled Darren K. Maciejewski v. Nexford Industrial Holdings Inc., Case No. 2022-L-002847, filed in the Circuit Court of Cook County, Illinois, County Department, Law Division. The complaint was filed on March 15, 2022, and asserts three counts against Nexford, as follows:
Count I — Retaliatory Discharge under Illinois Common Law. Plaintiff alleges that his termination of employment was motivated by retaliation and constituted a discharge in violation of the public policy of the State of Illinois, specifically the public policy favoring workplace safety and the reporting of safety violations.
Count II — Retaliation in Violation of Section 11(c) of the Occupational Safety and Health Act, 29 U.S.C. § 660(c). Plaintiff alleges that Nexford retaliated against him for exercising rights protected under the Occupational Safety and Health Act of 1970, as amended, including the filing of a complaint with the Occupational Safety and Health Administration ("OSHA").
Count III — Violation of the Illinois Whistleblower Act, 740 ILCS 174/1 *et seq.* Plaintiff alleges that his termination was in retaliation for disclosing information to a government or law enforcement agency regarding conduct he reasonably believed to be in violation of a state or federal law, rule, or regulation.
The Plaintiff alleges that he was terminated from his employment with Nexford on September 24, 2021, in retaliation for making internal safety reports to management at the Company's Elgin, Illinois manufacturing facility and for filing OSHA Complaint No. 1734892 with the United States Department of Labor, Occupational Safety and Health Administration.
The scope of this engagement encompasses all pre-trial activities necessary to the defense of the Maciejewski litigation, including, without limitation: the preparation and filing of responsive pleadings (including an answer and any affirmative defenses); the conduct of written and oral discovery, including interrogatories, requests for production of documents, requests to admit, and depositions; participation in case management conferences and status hearings before the assigned judge; motions practice, including dispositive motions if warranted by the facts and applicable law; and evaluation of settlement opportunities and recommendations to the Company regarding the same.
Notwithstanding the foregoing, the scope of this engagement does not include trial or appellate proceedings. Should this matter proceed to trial or should appellate proceedings become necessary, such work will be the subject of a separate written agreement or a written amendment to this engagement letter, setting forth the additional terms, anticipated fees, and any modifications to the engagement team or fee structure. Similarly, the scope of this engagement does not include representation of Nexford in any separate regulatory, administrative, or other proceeding — including, without limitation, any proceedings before OSHA, the Illinois Department of Labor, or any other federal, state, or local agency — unless the Firm and the Company expressly agree in writing to expand the scope of this engagement to encompass such matters.
We note for the record that Nexford Industrial Holdings Inc. is incorporated in the State of Delaware and is qualified to transact business in the State of Illinois. The attorneys assigned to this engagement are licensed to practice before the courts of the State of Illinois, including the Circuit Court of Cook County, and the Firm is authorized to appear and represent the Company in the above-referenced proceeding.
2. Engagement Team
The Firm has assembled a team of experienced labor and employment litigation attorneys to manage this engagement efficiently and effectively. The following attorneys will serve as the core engagement team:
Bernard Crawford — Responsible Partner. Mr. Crawford brings thirty-two years of experience in labor and employment litigation, with a particular emphasis on wrongful termination, retaliation, and whistleblower claims. He will serve as the partner with overall supervisory responsibility for this engagement, including strategic direction, quality oversight, and coordination with the Company's General Counsel on significant case developments. Mr. Crawford will serve as the primary point of contact for significant strategic decisions, including settlement authority, dispositive motion strategy, and engagement with the Company's EPLI carrier.
Renata Vasquez — Billing Partner. Ms. Vasquez has nineteen years of experience in labor and employment litigation and will oversee all billing, budgeting, and fee-reporting functions for this engagement. She will ensure that invoices comply with the Company's billing guidelines and any applicable requirements of the Company's EPLI carrier. Ms. Vasquez will coordinate with the Company's legal department and accounts payable function to facilitate timely and accurate fee reporting.
Nadia Petrov — Lead Associate. Ms. Petrov has six years of experience in employment litigation, including substantial trial preparation and discovery management experience. She will handle day-to-day management of the litigation, including the preparation and review of discovery, the drafting of motions and briefs, court appearances at routine status hearings and case management conferences, and communications with opposing counsel. Ms. Petrov will serve as the primary day-to-day contact for the Company's legal team and key custodians.
James Underwood — Working Associate. Mr. Underwood has three years of experience and will assist with legal research, document review, and the drafting of pleadings, discovery responses, and internal memoranda. Mr. Underwood will work under the supervision of Ms. Petrov and the Firm's partners on all aspects of the engagement.
The Firm may assign additional attorneys or professional staff — including paralegals, litigation support specialists, and contract attorneys — to this engagement as reasonably necessary to ensure the efficient and effective defense of the Company's interests. The Firm will provide advance notice to the Company before assigning additional timekeepers to the matter and will disclose the applicable billing rates for any such personnel in accordance with Section 3 of this letter.
For purposes of this engagement, the Company designates Tara Svendsen, General Counsel, as the Company's primary contact for all communications regarding this engagement. All significant communications, strategic recommendations, and reporting will be directed to Ms. Svendsen in the first instance. Catherine "Cat" Donnelly, Vice President, Human Resources, is designated as an alternate contact for factual and document-related matters, including the coordination of document collection, custodian interviews, and the provision of personnel records and other human resources files pertinent to the defense.
3. Billing Rates and Fee Arrangements
3.1 Hourly Rates
The Firm's fees for legal services rendered in connection with this engagement will be calculated on the basis of the time expended by each timekeeper at the following hourly rates:
Should paralegal or litigation support staff be assigned to the matter, the applicable rates for such personnel will be disclosed in advance to the Company and will generally fall within the range indicated above. Specific rates will be identified on the Firm's monthly invoices by timekeeper name and function.
The rates set forth above are effective as of the date of this letter. The Firm reserves the right to adjust its standard hourly rates on an annual basis, consistent with the Firm's general rate schedule. Any rate adjustment applicable to this engagement will be communicated to the Company in writing not less than thirty (30) days prior to the effective date of such adjustment, and any rate increase shall be subject to the Company's approval. In the absence of the Company's written approval of a proposed rate increase, the rates then in effect shall continue to apply.
3.2 Litigation Budget Cap
In connection with the parties' initial discussions, the Firm and the Company have agreed to a litigation budget cap of One Hundred Seventy-Five Thousand Dollars ($175,000.00) for all pre-trial work performed in this matter (the "Budget Cap"). The Budget Cap is intended to provide the Company with predictability and cost control while ensuring that the Firm is able to mount a thorough and competent defense.
The Budget Cap encompasses all attorney fees, paralegal fees, and internal Firm costs incurred in connection with the pre-trial defense of the Maciejewski litigation, including charges for legal research databases (e.g., Westmark Data Systems, Sundial Solutions), internal photocopying, internal postage, and similar administrative costs that are customarily absorbed within the Firm's hourly rates or billed as internal overhead.
The Budget Cap does not include the following categories of costs and expenses, which shall be billed separately and are not subject to the cap:
(a) Third-party costs and expenses, including but not limited to court reporter fees, deposition transcript costs, filing fees, service of process costs, expert witness fees and expenses, outside vendor charges for document hosting, electronic discovery processing, trial graphics, or similar services, and any other costs payable to third parties in connection with the litigation;
(b) Any fees, costs, or expenses related to trial or appellate proceedings, which are outside the scope of this engagement as described in Section 1 above;
(c) Any fees, costs, or expenses arising from a significant expansion of the scope of the litigation, including without limitation fees attributable to the filing of amended pleadings by Plaintiff, the assertion of cross-claims or counterclaims, the joinder of additional parties, third-party practice, or any material change in the nature or complexity of the proceedings that was not reasonably foreseeable as of the date of this letter.
If, at any point during the engagement, the Firm anticipates that the aggregate fees incurred or to be incurred will approach or exceed the Budget Cap, the Firm will promptly notify the Company in writing, provide an updated estimate of the remaining fees anticipated through the completion of pre-trial work, and seek the Company's authorization before incurring additional fees beyond the Budget Cap. No fees in excess of the Budget Cap will be billed without the Company's prior written approval.
The Firm will submit invoices on a monthly basis, within fifteen (15) days following the close of each calendar month. Each invoice will include reasonably detailed descriptions of the work performed, the identity and billing rate of each timekeeper who performed the work, the number of hours expended by each timekeeper, and the total fees and expenses for the billing period. Invoices will also include a running cumulative total of fees and expenses billed to date to facilitate the Company's monitoring of expenditures against the Budget Cap.
3.3 Payment Terms
All invoices are due and payable within thirty (30) days of receipt by the Company. Payment should be remitted to Calderwood & Harkness LLP at the address set forth above or by electronic transfer to the Firm's client trust account, the details of which will be provided separately. The Firm reserves the right to charge interest on past-due amounts at a rate of one percent (1.0%) per month (twelve percent (12.0%) per annum), or the maximum rate permitted by applicable law, whichever is less, on any amount remaining unpaid more than thirty (30) days after the date of the invoice.
3.4 Expenses.  In addition to the fees described above, the Company will be responsible for the reimbursement of reasonable out-of-pocket expenses incurred by the Firm in connection with this engagement. Such expenses may include, without limitation, court filing fees, messenger and courier services, travel expenses (including transportation, lodging, and meals when travel is required), court reporter fees, deposition transcript charges, outside copying and printing charges, expert witness fees, and similar disbursements. All such expenses will be billed at the Firm's actual cost, without markup.
Any single expense item that is expected to exceed One Thousand Dollars ($1,000.00) will be pre-approved by the Company before the expense is incurred. The Firm will use reasonable efforts to provide the Company with advance notice and an estimate of any significant anticipated expense.
4. Insurance Coordination — EPLI Coverage
4.1 Carrier and Policy Information
Nexford has informed the Firm that the Company maintains Employment Practices Liability Insurance ("EPLI") coverage through Verdant Mutual Insurance Company, a mutual insurance company domiciled in the State of Wisconsin, under Policy No. EPLI-VM-2021-04782 (the "Policy"). Based on information provided by the Company, the Policy provides the following relevant coverage terms:
•  Per-Occurrence Limit: $2,000,000.00
•  Aggregate Limit: $5,000,000.00
•  Self-Insured Retention ("SIR"): $50,000.00
Verdant Mutual Insurance Company's assigned claims adjuster for the Maciejewski matter is Brianna Choi, located at Verdant Mutual Insurance Company, 800 North Plankinton Avenue, Milwaukee, Wisconsin 53203. Ms. Choi will serve as the primary point of contact at Verdant Mutual for claims handling, billing coordination, and coverage-related communications.
4.2 Coverage Status
The Company's General Counsel, Tara Svendsen, tendered the Maciejewski claim to Verdant Mutual on or about March 28, 2022, promptly following receipt of service of process. Based on information provided by the Company, Verdant Mutual has acknowledged coverage for the Maciejewski matter, subject to a reservation of rights. The Firm has received a copy of Verdant Mutual's reservation of rights letter dated March 29, 2022, and has reviewed the coverage positions set forth therein.
Additionally, Verdant Mutual has approved the retention of Calderwood & Harkness LLP as panel counsel for the defense of Nexford in the Maciejewski matter. The Firm's rates and the Budget Cap described in Section 3 of this letter have been communicated to and approved by Verdant Mutual's claims department.
4.3 SIR and Fee Allocation
The Company acknowledges that the $50,000.00 self-insured retention must be satisfied before Verdant Mutual's coverage obligations attach with respect to defense costs or indemnity payments. Accordingly, the initial fees and expenses incurred in connection with this engagement will be borne by the Company until the SIR has been exhausted. The Firm will track all fees and expenses and will clearly identify on its invoices the cumulative total of defense costs applied against the SIR.
The Firm will submit copies of its invoices and periodic litigation status reports to Verdant Mutual as directed by the Company and as required under the terms and conditions of the EPLI Policy. The Company is responsible for confirming the specific billing guidelines and reporting requirements of the carrier, and the Firm will comply with such guidelines to the extent reasonably practicable.
The Firm will cooperate with Verdant Mutual regarding coverage-related inquiries and will participate in coverage-related discussions as requested by the Company. However, the Firm wishes to make clear that its primary duty of loyalty in this engagement runs to Nexford as the insured client, and not to Verdant Mutual as the insurer. The Firm's professional obligations, strategic recommendations, and litigation decisions will be guided by Nexford's interests at all times.
Should any conflicts arise between the Company's litigation interests and the insurer's coverage positions — including, without limitation, any dispute over the scope of coverage, the reasonableness of a proposed settlement, or the allocation of defense costs between covered and non-covered claims — the Firm will promptly report any such conflict to the Company and will seek the Company's guidance on how to proceed. The Firm will not take any action at the direction of the insurer that is inconsistent with the Company's interests without the Company's informed consent.
4.4 Reporting Obligations
The Firm will provide quarterly litigation status reports to Verdant Mutual, as required under the EPLI Policy and as directed by the Company. These reports will include, at a minimum: a summary of the current case posture; updates regarding significant developments in the litigation (including key motions, discovery milestones, and scheduling orders); an assessment of the Company's litigation exposure; a summary of fees and expenses incurred to date; and a forecast of anticipated fees and expenses for the upcoming quarter.
All quarterly reports prepared for Verdant Mutual will be coordinated through the Company's General Counsel before submission to the carrier. The Firm will provide draft reports to Ms. Svendsen for review and approval not less than five (5) business days before the scheduled submission date. The Company retains the right to direct modifications to any report before it is transmitted to the carrier.
5. Client Responsibilities
The effective defense of the Maciejewski litigation will require the active cooperation and participation of the Company. Nexford agrees to provide the Firm with full and timely access to all documents, electronically stored information ("ESI"), and Company personnel necessary for the preparation and conduct of the defense. This includes, without limitation, the prompt production of personnel files, internal correspondence, safety reports, OSHA-related documentation, training records, performance evaluations, and any other documents or information that may be relevant to the claims asserted or the defenses available.
Based on our preliminary discussions, the key custodians for documents and information relevant to this matter are expected to include, at a minimum, the following individuals:
•  Frank Bosch, Plant Manager, Elgin Facility, 2700 Industrial Parkway, Elgin, Illinois 60123;
•  Catherine "Cat" Donnelly, Vice President, Human Resources, Nexford Industrial Holdings Inc.;
•  Liam Gallagher, Director, Environmental Health & Safety, Nexford Industrial Holdings Inc.; and
•  Tara Svendsen, General Counsel, Nexford Industrial Holdings Inc.
Additional custodians may be identified as the Firm's investigation progresses and as the scope of discovery becomes clearer.
The Company will implement and maintain a litigation hold consistent with its document preservation obligations under applicable law and court rules. The Firm will provide a separate litigation hold notice to the Company promptly following execution of this engagement letter, and the Company agrees to distribute and enforce the litigation hold in accordance with the instructions set forth therein. The preservation of relevant documents and ESI is of critical importance, and the Company should take immediate steps to suspend any routine document destruction or data purging that could affect potentially relevant materials.
The Company will promptly inform the Firm of any communications received — whether written or oral — from the Plaintiff; the Plaintiff's counsel, Gerald P. Hess of Hess & Loughlin, P.C., located at 3412 Harlem Avenue, Suite 205, Berwyn, Illinois 60402; the Occupational Safety and Health Administration; or any other regulatory body concerning the subject matter of this litigation. Such communications should be forwarded to the Firm without response, and no Company representative should engage in substantive communications with any of the foregoing parties regarding the Maciejewski matter without first consulting with the Firm.
6. Conflicts of Interest
The Firm has conducted a comprehensive conflicts check in accordance with its standard procedures and the Illinois Rules of Professional Conduct, and has identified no conflicts of interest that would prevent the Firm from undertaking this engagement. The Firm has searched its conflicts database for the Company, its officers and directors, the Plaintiff, the Plaintiff's counsel, and other relevant parties and entities, and no conflicting representations have been identified.
The Firm acknowledges that Nexford Industrial Holdings Inc. is a portfolio company of Harborview Partners, which holds a seventy-two percent (72%) controlling equity interest in Nexford, acquired in October 2019. The Firm does not currently represent Harborview Partners, or any of its affiliates, general partners, or other portfolio companies in any matter.
The Company acknowledges that Calderwood & Harkness LLP is a large, multi-practice law firm with a diverse client base, and that the Firm may represent other clients in matters unrelated to this engagement, including matters that may be adverse to entities other than Nexford Industrial Holdings Inc. The Company consents to such representations, provided that they do not create an actual conflict of interest with this engagement or materially impair the Firm's ability to represent the Company's interests in the Maciejewski litigation.
If a conflict of interest arises during the course of this engagement — whether as a result of the Firm's acceptance of a new client or matter, a change in the circumstances of this engagement, or otherwise — the Firm will promptly notify the Company in writing, disclose the nature of the conflict, and take appropriate steps to address it. Such steps may include, depending on the nature and severity of the conflict, seeking the Company's informed consent to continued representation, implementing an ethical screen within the Firm, or withdrawing from this engagement or the conflicting matter, in each case in accordance with the applicable rules of professional conduct.
7. Confidentiality and Privilege
All communications between the Firm and the Company in connection with this engagement are intended to be protected by the attorney-client privilege and/or the work product doctrine to the fullest extent permitted by applicable law. This includes, without limitation, oral and written communications, memoranda, legal analyses, strategy discussions, draft documents, and any other materials prepared by the Firm or exchanged between the Firm and the Company for the purpose of seeking, providing, or facilitating legal advice in connection with the Maciejewski litigation.
The Company agrees not to disclose privileged communications or Firm work product to third parties without prior consultation with the Firm, in order to avoid any inadvertent waiver of the attorney-client privilege or work product protection. The disclosure of privileged materials to individuals outside the scope of the privilege — including, in certain circumstances, to business associates, consultants, or other persons who are not agents or employees of the Company — may result in a waiver of the privilege. The Firm will advise the Company on an ongoing basis regarding the scope and limitations of the privilege as applicable to the specific circumstances of this engagement.
The Firm recognizes that certain reporting obligations exist with respect to both Verdant Mutual Insurance Company (as the EPLI carrier) and Harborview Partners (as the Company's controlling equity sponsor). Reporting to these entities will be structured to preserve applicable privileges to the greatest extent possible. The Firm will advise the Company on appropriate protocols for sharing information with Verdant Mutual and Veltrano, including the use of common interest agreements, confidentiality agreements, and appropriate privilege designations, as warranted by the circumstances.
8. Reporting to Equity Sponsor
The Company has informed the Firm that Harborview Partners, located at 401 South Tryon Street, Suite 2800, Charlotte, North Carolina 28202, requires quarterly litigation exposure reports from its portfolio companies for any pending or threatened matter with potential exposure exceeding Fifty Thousand Dollars ($50,000.00). Given the nature and magnitude of the claims asserted in the Maciejewski litigation, the Company has confirmed that this matter falls within the scope of Veltrano's reporting requirements.
The Firm will prepare quarterly litigation exposure reports in a format consistent with Veltrano Capital Partners' portfolio company reporting requirements, as communicated to the Firm by the Company. These reports will include a summary of the current case posture, an assessment of litigation exposure (including potential damages and settlement ranges), a summary of material developments since the prior reporting period, and any other information reasonably requested by Veltrano through the Company. The reports will be delivered to the Company's General Counsel, Tara Svendsen, for distribution by the Company to Malcolm Driscoll, Operating Partner at Veltrano Capital Partners.
All reports prepared for Veltrano will be prepared as attorney work product and will be clearly marked as "PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT." The Company will ensure that Veltrano Capital Partners and its personnel maintain the confidentiality of such reports and do not disclose them to any third party without the prior written consent of the Company and the Firm. The Firm recommends that the Company and Veltrano execute a common interest or joint defense agreement to further protect the privileged nature of these communications, and the Firm will assist in drafting such an agreement if requested.
9. Termination of Engagement
Either party may terminate this engagement at any time upon written notice to the other party. The Firm's ability to withdraw from the representation will be subject to any applicable requirements of the Illinois Rules of Professional Conduct and the approval of the court in which the matter is pending.
Upon termination of this engagement, the Firm will take all reasonable steps to protect the Company's interests, including providing the Company with reasonable time to retain substitute counsel, cooperating in the orderly transition of the matter to successor counsel, and delivering to the Company or its successor counsel all documents, files, and materials to which the Company is entitled under applicable rules of professional responsibility.
The Company will remain responsible for the payment of all fees and expenses incurred by the Firm through the effective date of termination, in accordance with the terms set forth in Section 3 of this letter. Termination of the engagement will not relieve the Company of its obligation to pay for services previously rendered and expenses previously incurred.
Following the conclusion or termination of the engagement, the Firm's file will be maintained in accordance with applicable professional responsibility rules and the Firm's internal document retention policies. The Firm will retain the file for a period consistent with its standard retention schedule, after which the file may be destroyed in the Firm's discretion unless the Company has requested its return.
10. Governing Law
This engagement letter shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to principles of conflicts of law that would require the application of the laws of any other jurisdiction.
11. Limitation of Engagement
This engagement letter covers only the matter specifically described herein — namely, the defense of Nexford Industrial Holdings Inc. in Darren K. Maciejewski v. Nexford Industrial Holdings Inc., Case No. 2022-L-002847, Circuit Court of Cook County, Illinois, County Department, Law Division. This letter does not establish an attorney-client relationship between the Firm and the Company for any other matter, and no such relationship will exist with respect to any other matter unless separately agreed in writing by both parties.
Without limiting the generality of the foregoing, the Firm's representation of Nexford in this matter does not extend to tax advice, regulatory compliance counseling, corporate governance advice, transactional support, intellectual property matters, or any other legal services outside the scope of the defense of the Maciejewski litigation as described in Section 1 of this letter.
12. Entire Agreement
This letter constitutes the entire agreement between Calderwood & Harkness LLP and Nexford Industrial Holdings Inc. with respect to the Firm's engagement in the Maciejewski matter. This letter supersedes all prior discussions, proposals, and understandings — whether oral or written — between the parties relating to the subject matter hereof. Any modification, amendment, or supplement to the terms of this engagement must be set forth in writing and signed by an authorized representative of each party.
We are committed to providing Nexford Industrial Holdings Inc. with a vigorous, strategic, and cost-effective defense in this matter, and we look forward to working closely with you, Ms. Donnelly, and the rest of the Company's team throughout the course of this engagement. If you have any questions regarding the terms set forth in this letter, please do not hesitate to contact me directly.
Please indicate Nexford's agreement to the terms of this engagement by signing in the space provided below and returning a fully executed copy of this letter to my attention at your earliest convenience.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Bernard Crawford, Partner Calderwood & Harkness LLP 227 West Monroe Street, Suite 3600 Chicago, Illinois 60606 Telephone: (312) 555-7400
Email: bcrawford@calderwoodharkness.com
ACKNOWLEDGED AND AGREED:
NEXFORD INDUSTRIAL HOLDINGS INC.
By: ________
Name: Tara Svendsen
Title: General Counsel
Date: March 30, 2022
cc: Renata Vasquez, Calderwood & Harkness LLP cc: Catherine "Cat" Donnelly, Vice President, Human Resources, Nexford Industrial Holdings Inc. cc: Brianna Choi, Claims Adjuster, Verdant Mutual Insurance Company (copy of executed letter to be provided upon request per EPLI policy coordination)
Timekeeper | Role | Hourly Rate
Bernard Crawford | Responsible Partner | $895.00
Renata Vasquez | Billing Partner | $825.00
Nadia Petrov | Lead Associate | $545.00
James Underwood | Working Associate | $395.00
Paralegal / Litigation Support Staff | As assigned | $195.00 – $275.00

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGED AND AGREED:

NEXFORD INDUSTRIAL HOLDINGS INC.

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