Contract analysis

1. Purpose of This Letter and Confirmation of Filing We write to confirm that on January 21, 2025, Calderwood & Harkness LLP ("C&H" or the "Firm"), on behalf of Ironside Capital Management LP ("Ironside" or the "Firm"), together with its 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 III," and

2. Background Summary The claims set forth in the Complaint arise from a sustained course of misconduct by Vantor in its capacity as fund administrator for the three Ironside feeder funds. In particular, the Complaint alleges that Vantor engaged in the systematic misvaluation of illiquid credit and structured-product positions across the Funds during the period commencing the first quarter of 2021 (with the relevant

3. Summary of the Causes of Action The Complaint sets forth seven causes of action against Vantor and certain of its officers, which are summarized below. 3.1 First Cause of Action: Fraud (Common Law) The first cause of action alleges common law fraud against Vantor. Specifically, the Complaint alleges that Vantor knowingly provided false valuations of the 47 Affected Positions over the course of the eleven-quarter M

4. Damages Sought The Complaint seeks the following categories of relief: Compensatory Damages. Ironside seeks compensatory damages in the amount of $287.0 million, representing the aggregate overvaluation of the Affected Positions across the three Funds during the Misvaluation Period, as quantified by the Kessler Forensic Accounting Group damages report. Consequential Damages. In addition to compensatory damages, Ir

5. Key Contractual Provisions at Issue For ease of reference, the following is a summary of the key provisions of the FAA that are directly at issue in this litigation: The governing law provision (§ 14.2) and the exclusive forum selection clause (§ 14.3) provide the basis for Ironside's filing in the New York Supreme Court, Commercial Division, New York County. The jury waiver contained in Section 14.3 means that, a

6. Anticipated Next Steps and Timeline We outline below the principal next steps in this litigation and the anticipated timeline for each: Service of Process. Now that the Complaint has been filed, Vantor must be served with process in accordance with the requirements of the CPLR. C&H will arrange for service upon Vantor at its principal office, located at 1400 Brickell Avenue, Suite 2200, Miami, Florida 33131, and t

7. Client Action Items We respectfully ask Ironside's management team to attend to the following matters in connection with this litigation: Document Preservation. Ironside should continue to preserve all documents and communications — whether in hard copy, electronic, or other form — that relate to Ironside's relationship with Vantor, including but not limited to valuation reports, correspondence, internal analyses,

8. Billing and Engagement Matters This matter continues to be governed by the engagement letter dated November 1, 2023, between C&H and Ironside. For your reference, the current C&H engagement team and applicable hourly rates are as follows: The $500,000 evergreen retainer previously funded by Ironside remains in place. Quarterly billing statements will continue to be directed to Ms. Lim and Mr. Subramanian in accord

9. Closing We are gratified to have reached this milestone in advancing Ironside's claims against Vantor. The Complaint reflects months of careful investigation, analysis, and preparation, and we believe it positions Ironside well for the litigation ahead. C&H is available to discuss the Complaint and the anticipated litigation strategy at your convenience. We would welcome the opportunity to schedule a call or an in

§ 3.1 | Scope of Services | Vantor obligated to provide independent pricing and valuation of all portfolio positions, including Level 2 and Level 3 assets

§ 4.2 | Valuation Standard | Valuations to be performed in accordance with GAAP, the applicable fund's Valuation Policy, and the standard of care of a reasonably prudent professional fund administrator

§ 9.1 | Indemnification | Vantor agreed to indemnify Ironside for all losses, damages, liabilities, costs, and expenses arising from Vantor's negligence, fraud, willful misconduct, or material breach of the FAA

§ 9.3 | Limitation of Liability | Aggregate liability capped at 2× fees paid in the twelve months preceding termination (~$2.98 million); Ironside contends this cap is unenforceable for fraud and willful misconduct

§ 9.4 | Attorneys' Fees | Prevailing party entitled to recovery of reasonable attorneys' fees and expenses

§ 12.2 | Termination for Cause | Either party may terminate the FAA for cause upon written notice specifying the grounds for termination

§ 14.2 | Governing Law | The FAA is governed by and construed in accordance with the laws of the State of New York

§ 14.3 | Dispute Resolution; Jury Waiver | Exclusive jurisdiction and venue in the Supreme Court of the State of New York, New York County; the parties have waived the right to a trial by jury Attorney | Role | Hourly Rate Samuel Eklund | Responsible Partner | $1,475 Linda Osei | Billing Partner | $1,350 Yuki Nakamura | Lead Associate | $875 Carlos Espinoza | Working Associate | $650