Contract analysis

I. Purpose of This Letter As you are aware, over the course of the past several months, Ironside has uncovered evidence of systematic misvaluation by Vantor Holdings Corp. of illiquid credit and structured-product positions held across Ironside's three feeder fund vehicles: Ironside Credit Opportunities Fund LP ("Fund I"), Ironside Structured Alpha Fund LP ("Fund II"), and Ironside Special Situations Fund LP ("Fund I

II. Background Summary for Context We provide the following factual summary for context. This summary draws on the preliminary report of Harmon-Bryce Valuation Advisors LLC and on the internal findings of Ironside's finance and operations teams. It is not intended to be exhaustive; rather, it is designed to frame the disclosure analysis that follows. A. Discovery and Independent Valuation In July 2023, Rajiv Subraman

III. Legal Framework for LP Disclosure Obligations This section analyzes the principal sources of law and contractual obligation that govern Ironside's duty to disclose the Vantor misvaluation to its limited partners. As noted above, our analysis is informed by our litigation-counsel perspective and is not intended to substitute for a comprehensive securities regulation or partnership law opinion. A. Limited Partners

IV. Key Investors Requiring Special Attention While all limited partners of the three Funds are entitled to receive notice of the Vantor misvaluation, certain investors warrant individualized attention due to the size of their commitments, their contractual rights, or the particular impact of the misvaluation on their capital accounts. A. Ashford Endowment Partners LP Ashford Endowment Partners LP ("Ashford") is the

V. Recommended Disclosure Approach and Timeline A. General Principles Based on our experience in similar matters and our assessment of the legal framework described above, we recommend that Ironside's investor disclosure be guided by the following general principles: Promptness. Ironside should disclose the misvaluation to its limited partners as promptly as practicable. Delay in disclosure increases Ironside's expos

VI. Recommended Investor Notice Language A. Key Elements of the Draft Notice Based on the foregoing analysis, we recommend that the investor notice include the following key elements. These are described in summary form; the actual drafting of the notice will be undertaken by Ironside's in-house team, with Calderwood & Harkness's review as described above.

1. Identification of the Misvaluation. A clear statement that Ironside has identified that its former fund administrator, Vantor Holdings Corp., systematically misvalued certain illiquid credit and structured-product positions across Funds I, II, and III during the period from Q1 2021 through Q3 2023.

2. Scope of the Misvaluation. A statement that an independent valuation review conducted by a qualified third-party valuation firm has identified aggregate overvaluation of approximately $287 million across forty-seven positions. The notice should identify the three affected Funds and provide the aggregate overvaluation figure, but need not identify specific positions by name or CUSIP.

3. Termination of Vantor and Transition to New Administrator. A statement that Ironside terminated its fund administration agreement with Vantor effective October 3, 2023, for cause, and that Ironside has transitioned all fund administration functions to a new, independent fund administrator. Meridian Investor Services may be identified by name in this context.

4. Engagement of Independent Counsel. A general statement that Ironside has engaged independent legal counsel to pursue all available remedies against Vantor, including claims for fraud, breach of contract, and breach of fiduciary duty. The notice should not identify Calderwood & Harkness by name or describe the specific litigation strategy.

5. Corrected NAV Figures and Restated Capital Account Statements. A statement that corrected NAV figures and restated capital account statements will be provided to all limited partners, with an indication of the expected timeline for delivery. If preliminary restated figures are available at the time of the notice, they may be included with appropriate caveats.

6. Disgorgement of Excess Management Fees. A statement that Ironside has offered to disgorge approximately $4.3 million in excess management fees collected as a result of inflated NAV during the misvaluation period. This disclosure serves as a powerful signal of Ironside's good faith and should be included prominently in the notice.

7. Impact on Subscribing and Redeeming Investors. A reference to the impact of the misvaluation on investors who subscribed to or redeemed from the Funds during the affected period, and a description of the process by which Ironside intends to address overpayments to redeeming investors and any mispricing affecting subscribing investors.

8. Contact Information. The notice should provide contact information for questions, directing limited partners to Katherine Lim, General Counsel and Chief Compliance Officer.

9. Forward-Looking Disclaimer. Standard language indicating that the notice may contain forward-looking statements, that actual results may differ materially, and that Ironside undertakes no obligation to update the notice except as required by law. B. What to Exclude from the Notice Equally important is what the investor notice should not contain. The following categories of information should be excluded: • Privile

VII. Risk Considerations The manner and timing of Ironside's disclosure to its limited partners will materially affect Ironside's exposure to three categories of risk: LP litigation risk, regulatory risk, and reputational risk. We address each in turn. A. LP Litigation Risk As noted above, three LP arbitrations are already pending against Ironside, with estimated defense costs of approximately $6.1 million. The risk

VIII. Next Steps and Action Items Based on the foregoing analysis, we recommend the following immediate action items. Responsibility is assigned as indicated below. Target dates are included where applicable and should be treated as firm deadlines absent extraordinary circumstances.

1. Katherine Lim to provide Calderwood & Harkness with copies of all three Fund LPAs (Fund I, Fund II, and Fund III) and any side letter agreements with Ashford Endowment Partners LP and other significant limited partners. Target: November 24, 2023.

2. Ironside in-house team to prepare a draft investor notice for Calderwood & Harkness review, incorporating the guidance set forth in Section VI of this letter. Target: first week of December 2023.

3. Elliot Brennan or Marguerite Dao to schedule a telephone call or in-person meeting with Philip Ashford III at Ashford Endowment Partners to provide an individualized briefing on the misvaluation, remedial steps, and planned timeline for corrected reporting. Target: first week of December 2023 (prior to or concurrent with delivery of Ashford's written notice).

4. Katherine Lim to coordinate with Claremont & Strauss LLP (Howard Stein) regarding the audit restatement timeline, including whether restated financial statements are required for fiscal years 2021 and 2022, and the expected timeline for completion. Target: by end of November 2023.

5. Rajiv Subramanian to finalize restated NAV figures for each quarter from Q1 2021 through Q3 2023, in coordination with Meridian Investor Services (Anne-Claire Dupont) and Harmon-Bryce Valuation Advisors LLC. Target: by end of November 2023.

6. Katherine Lim to prepare draft amendments to Form ADV Item 11 and Form PF for Calderwood & Harkness review. Our review will be limited to ensuring consistency with litigation positions and the avoidance of inadvertent privilege waiver; filing responsibility remains with Ironside's in-house team. Target: mid-December 2023.

7. Calderwood & Harkness to remain available to review all investor-facing communications, regulatory filings, and related documents for privilege protection and litigation-consistency issues. We will endeavor to complete each review within three business days of receipt. We encourage the Ironside team to treat the foregoing timeline as aggressive but achievable. As discussed throughout this letter, the passage of ti

IX. Limitations and Scope of This Letter This letter constitutes legal advice rendered by Calderwood & Harkness LLP in connection with our engagement to represent Ironside Capital Management LP in litigation against Vantor Holdings Corp. arising from the systematic misvaluation of illiquid credit and structured-product positions across the three Ironside feeder funds. The entirety of this letter is protected by the a

X. Conclusion We believe that prompt, transparent, and carefully crafted disclosure to Ironside's limited partners is both legally required and strategically advisable. The misvaluation is material by any standard, and Ironside's fiduciary, contractual, and regulatory obligations compel disclosure. At the same time, the manner in which that disclosure is made will have a significant impact on Ironside's litigation po