Contract analysis

I. PURPOSE AND SUMMARY OF CONCLUSIONS This memorandum documents the results of a comprehensive conflicts search conducted in connection with the proposed retention of Calderwood & Harkness LLP ("C&H" or the "Firm") by Ironside Capital Management LP ("Ironside" or "ICM"), a Delaware limited partnership with principal offices at 680 Park Avenue, 34th Floor, New York, New York 10065, in anticipated litigation against Va

II. PROPOSED ENGAGEMENT DESCRIPTION Prospective Client Ironside Capital Management LP is a Delaware limited partnership (DE LP File No. LP-2009-04817) founded in 2009 by Elliot Brennan and Marguerite Dao. Ironside is a multi-strategy credit hedge fund platform with approximately $4.2 billion in assets under management ("AUM") across five investment vehicles, including the three feeder funds directly implicated in the

III. ENTITIES AND INDIVIDUALS SEARCHED The following entities and individuals were searched in the Firm's conflicts management system on October 26–27, 2023. The list was compiled based on information provided by Ironside's General Counsel, Katherine Lim, as well as publicly available corporate filings, regulatory records, and preliminary factual investigation conducted by the proposed engagement team. A. Client-Side

1. Ironside Capital Management LP (Ironside / ICM) — Delaware limited partnership; DE LP File No. LP-2009-04817; 680 Park Avenue, 34th Floor, New York, NY 10065.

2. Ironside Credit Opportunities Fund LP (Fund I) — Delaware limited partnership; approximately $1.8 billion NAV; investment vehicle managed by Ironside Capital Management LP.

3. Ironside Structured Alpha Fund LP (Fund II) — Delaware limited partnership; approximately $1.1 billion NAV; investment vehicle managed by Ironside Capital Management LP.

4. Ironside Special Situations Fund LP (Fund III) — Delaware limited partnership; approximately $680 million NAV; investment vehicle managed by Ironside Capital Management LP.

5. Capitol Registered Agents Inc. — Delaware corporation; serves as Ironside's registered agent in Delaware; 1209 Orange Street, Wilmington, DE 19801. B. Client-Side Key Personnel

1. Elliot Brennan — Co-Founder, Managing Partner & Chief Investment Officer, Ironside Capital Management LP.

2. Marguerite Dao — Co-Founder, President & Chief Operating Officer, Ironside Capital Management LP.

3. Rajiv Subramanian — Chief Financial Officer, Ironside Capital Management LP.

4. Katherine Lim — General Counsel & Chief Compliance Officer, Ironside Capital Management LP.

5. Derek Holt — Head of Operations, Ironside Capital Management LP.

6. Priya Venkatesh — Portfolio Manager, Ironside Credit Opportunities Fund LP (Fund I).

7. Marcus Threadgill — Portfolio Manager, Ironside Structured Alpha Fund LP (Fund II). C. Adverse Party Entities

1. Vantor Holdings Corp. (Vantor / VHC) — Delaware corporation; DE Corp. File No. Corp-2012-07233; 1400 Brickell Avenue, Suite 2200, Miami, FL 33131.

2. Palmetto Corporate Services Inc. — Delaware corporation; serves as Vantor's registered agent in Delaware; 850 New Burton Road, Suite 201, Dover, DE 19904. D. Adverse Party Key Personnel

1. Raymond Kettler — Chief Executive Officer & Chairman, Vantor Holdings Corp.

2. Susan Hargrove — President & Chief Operating Officer, Vantor Holdings Corp.

3. Nathan Orris — Senior Vice President, Valuation Services, Vantor Holdings Corp. Mr. Orris served as the lead contact for the Ironside account and is a potential individual target for aiding and abetting claims.

4. Deepa Rajaram — Vice President, Client Valuation Operations, Vantor Holdings Corp. Ms. Rajaram served as the day-to-day supervisor for the Ironside portfolios and is a potential individual target for aiding and abetting claims.

5. Timothy Falk — Chief Financial Officer, Vantor Holdings Corp. E. Anticipated Opposing Counsel

1. Whitfield, Dane & Corcoran LLP ("WDC") — Florida limited liability partnership; 200 South Biscayne Boulevard, Suite 3600, Miami, FL 33131. WDC is anticipated to serve as litigation counsel for Vantor Holdings Corp. based on information provided by Ironside's General Counsel, Katherine Lim, who received a communication from WDC on October 18, 2023, indicating that WDC had been retained by Vantor in connection with

2. Gregory Dane — Lead Partner (Co-Managing Partner), Whitfield, Dane & Corcoran LLP.

3. Allison Breck — Senior Associate, Whitfield, Dane & Corcoran LLP.

4. Jordan Mayhew — Associate, Whitfield, Dane & Corcoran LLP. F. Vantor's D&O Insurer

1. Veltrano Mutual Insurance Co. — Mutual insurance company; domiciled in Connecticut; 100 Constitution Plaza, Hartford, CT 06103. Veltrano is the carrier of Vantor's directors and officers liability insurance policy, with a policy limit of $50 million per occurrence. Veltrano may assert coverage positions, participate in settlement discussions, or intervene in the proceedings. G. Third-Party Entities and Persons wit

1. Claremont & Strauss LLP — Ironside's independent auditor; 277 Park Avenue, 18th Floor, New York, NY 10172. Audit partner: Howard Stein. Claremont & Strauss may be called as a fact witness with respect to the audited financial statements of the Ironside funds during the relevant period.

2. Fenton Graff & Associates LLP — Vantor's independent auditor; 333 SE 2nd Avenue, Suite 1800, Miami, FL 33131. Fenton Graff may possess relevant information regarding Vantor's internal controls and valuation methodologies.

3. Northpoint Securities LLC — Ironside's prime broker; 390 Madison Avenue, 12th Floor, New York, NY 10017. Relationship manager: Dana Crossley. Northpoint may be a source of independent pricing data, and Ms. Crossley has been identified as the individual who flagged a $12.6 million discrepancy in independent price indications in July 2023, which contributed to the discovery of the alleged misvaluation.

4. Harmon-Bryce Valuation Advisors LLC — Independent valuation consultant already retained by Ironside (as of September 5, 2023) to perform a comprehensive re-valuation of the affected positions; principal: Dr. Lena Galbraith, CFA, ASA; 1185 Avenue of the Americas, Suite 1400, New York, NY 10036. Dr. Galbraith's engagement as a litigation expert may later be formalized through an C&H expert retention letter.

5. Meridian Investor Services LLC — Ironside's replacement fund administrator, retained in October 2023 following the termination of the Vantor relationship; CEO: Anne-Claire Dupont; 2 Stamford Plaza, 281 Tresser Boulevard, Suite 600, Stamford, CT 06901.

6. Ashford Endowment Partners LP — Lead institutional limited partner in the Ironside fund complex; committed capital of approximately $340 million across Funds I, II, and III; managing director: Philip Ashford III; 55 Church Street, Suite 800, New Haven, CT 06510. Ashford is the largest single investor in the Ironside funds and its interests are aligned with Ironside's in this dispute.

7. DataVault Solutions Inc. — Vantor's email archive and electronic data management vendor; 14 Commerce Drive, Cranford, NJ 07016. DataVault is a potential target of a pre-suit subpoena under CPLR § 3102(c) for preservation and production of Vantor's electronically stored information.

8. Brookstone ADR Services LLC — Potential mediation services provider; 575 Lexington Avenue, Suite 1200, New York, NY 10022. Brookstone may be engaged if the parties agree to attempt mediation prior to or during the pendency of the litigation.

IV. CONFLICTS SEARCH METHODOLOGY The conflicts search was conducted on October 26–27, 2023, using Calderwood & Harkness's firm-wide conflicts management system, known internally as the New Matter Intake Database ("NMID"). The NMID is maintained by the Firm's General Counsel's office in coordination with the Conflicts Clearance Coordinator and contains records of all current active matters, all closed matters within t

V. RESULTS OF CONFLICTS SEARCH A. Current Client Matters The search of the Firm's current active matter inventory yielded the following results: • Vantor Holdings Corp.: No current Calderwood & Harkness client relationship with Vantor Holdings Corp. or any Vantor affiliate was identified. Vantor does not appear as a current client of the Firm in any capacity — neither as a named client, a subsidiary, an affiliate, no

VI. POTENTIAL ISSUES FLAGGED FOR MONITORING Although no conflicts have been identified, the following matters are flagged for ongoing monitoring in accordance with the Firm's Conflicts Management Policy. If any of the circumstances described below materialize, the conflicts analysis should be promptly reassessed. LP Arbitrations Ironside's General Counsel, Katherine Lim, has informed the engagement team that three li

VII. CONCLUSION AND CLEARANCE Based on the comprehensive conflicts search described in this memorandum — including entity and individual name searches conducted in the Firm's conflicts management system on October 26–27, 2023, cross-referencing against current active client matters, closed client matters within the past five years, the adverse party database, lateral-hire portability lists, and personal financial and

1. Execute the engagement letter, to be dated November 1, 2023, substantially in the form approved by the Responsible Partner and the Billing Partner.

2. Open the new matter file under Matter No. 1023-00002.

3. Complete standard new-client intake procedures, including anti-money laundering and know-your-client verification for Ironside Capital Management LP.

4. Request from Ironside's General Counsel, Katherine Lim, the identities of all limited partner claimants in the three pending LP arbitrations, for purposes of supplemental conflict screening.

5. Implement ongoing monitoring protocols for the potential issues identified in Section VI above, including periodic re-screening at intervals consistent with the Firm's Conflicts Management Policy. This clearance is subject to ongoing monitoring obligations. Any changes in party composition, the identification of additional defendants or third parties, changes in third-party involvement, changes in the composition

VIII. SIGNATURE AND APPROVAL Prepared by: Yuki Nakamura Lead Associate, Litigation Department Calderwood & Harkness LLP Date: October 28, 2023 Carlos Espinoza Working Associate, Litigation Department Calderwood & Harkness LLP Date: October 28, 2023 Date of Conflicts Search: October 26–27, 2023 Date of Memorandum: October 28, 2023 Reviewed and Approved: SAMUEL EKLUND Responsible Partner, Litigation Department Signatur