Contract analysis

1. Introduction and Purpose of Letter Calderwood & Harkness LLP ("C&H," "we," or the "Firm") is pleased to confirm its engagement by Ironside Capital Management LP ("Ironside," "ICM," or the "Client"), a Delaware limited partnership, to serve as outside litigation counsel in connection with claims arising from the conduct of Vantor Holdings Corp. ("Vantor" or "VHC"), a Delaware corporation with principal offices at 1

2. Identity of the Client The Client for purposes of this engagement is Ironside Capital Management LP, a Delaware limited partnership (Delaware Division of Corporations LP File No. LP-2009-04817), with its principal office located at 680 Park Avenue, 34th Floor, New York, New York 10065. In addition to Ironside Capital Management LP itself, the engagement extends to the following affiliated fund entities, each of wh

3. Scope of Engagement 3.1 Subject Matter Calderwood & Harkness LLP is retained to investigate, pursue, and prosecute claims against Vantor Holdings Corp. arising from Vantor's systematic misvaluation of illiquid credit and structured-product positions across Fund I, Fund II, and Fund III during the period from the first quarter of 2021 (Q1 2021) through the third quarter of 2023 (Q3 2023) (the "Relevant Period"). Ba

4. Staffing 4.1 Engagement Team The following attorneys have been assigned to serve as the core engagement team for this matter: (a) Samuel Eklund — Responsible Partner, Litigation (General). Mr. Eklund is a partner in C&H's Litigation Department with over twenty-five years of experience representing institutional investors, asset managers, and financial institutions in complex commercial and securities disputes. Mr.

5. Billing Rates and Fee Structure 5.1 Hourly Rates The Client will be billed for legal services on an hourly basis at the following rates, which are effective as of the date of this engagement letter: In addition, paralegal and legal assistant time will be billed at rates ranging from $275.00 to $425.00 per hour, depending on the experience level and function of the individual paralegal or legal assistant assigned t

6. Retainer The Client agrees to pay an evergreen retainer in the amount of Five Hundred Thousand Dollars ($500,000) (the "Retainer") upon execution of this engagement letter. Payment of the Retainer should be made by wire transfer in accordance with the instructions set forth in Enclosure 1 to this letter. Upon receipt, the Retainer will be deposited in C&H's Interest on Lawyer Account ("IOLA") attorney trust accoun

7. Expenses and Disbursements In addition to professional fees for legal services, the Client will be responsible for reimbursement of all reasonable out-of-pocket expenses and disbursements incurred by C&H in connection with the engagement. Such expenses and disbursements include, but are not limited to, the following: (a) Court filing fees, process service fees, and related litigation costs, including fees associat

8. Conflict of Interest Disclosure Calderwood & Harkness LLP has conducted a thorough conflicts review in accordance with the Firm's standard conflicts procedures. This review was completed as of October 28, 2023, and included a search of the Firm's conflicts database for all current and recent representations involving the parties, affiliated entities, and key individuals associated with this engagement. Based on th

9. Confidentiality and Privilege All communications between C&H and the Client made in connection with this engagement, including oral and written communications, memoranda, reports, analyses, and any other materials prepared by or exchanged between the Firm and the Client for the purpose of rendering or seeking legal advice, are protected by the attorney-client privilege and, to the extent applicable, the work produ

10. Client Responsibilities The success of this engagement will depend in significant part on the Client's cooperation and active participation. The Client agrees to fulfill the following responsibilities in connection with this engagement: (a) Full cooperation. The Client agrees to cooperate fully with C&H in all aspects of the engagement, including providing timely access to documents, information, witnesses, and k

11. Termination of Engagement 11.1 Termination by the Client The Client may terminate this engagement at any time and for any reason upon written notice to C&H. Termination shall be effective upon C&H's receipt of such written notice. The Client is not required to provide a reason for the termination, and no penalty shall be imposed on account of the termination itself. Upon termination by the Client, the Client will

12. Limitation of Liability and Indemnification C&H's aggregate liability to the Client for any claim, cause of action, or demand arising out of or related to this engagement, whether based in contract, tort, negligence, or any other legal theory, shall not exceed the total amount of professional fees actually paid by the Client to C&H in connection with this engagement; provided, however, that this limitation shall

13. Governing Law and Dispute Resolution This engagement letter and the attorney-client relationship between C&H and the Client shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to any choice-of-law or conflict-of-laws principles that might otherwise direct the application of the laws of another jurisdiction. In the event that any dispute arises between C&H and

14. Miscellaneous Provisions 14.1 Entire Agreement This engagement letter constitutes the entire agreement between C&H and the Client with respect to the engagement described herein and supersedes all prior and contemporaneous oral or written communications, proposals, negotiations, understandings, representations, and agreements between the parties relating to the subject matter hereof. Neither party has relied upon

15. Acceptance and Execution We are grateful for Ironside Capital Management LP's confidence in Calderwood & Harkness LLP, and we look forward to representing you in this important matter. We are committed to providing the highest quality of legal representation and to pursuing the Client's claims with diligence, vigor, and sound professional judgment. Please confirm your acceptance of the terms set forth in this eng

1. Retainer wire instructions (C&H attorney trust account at Greaves Bancorp)

2. Form W-9 — Calderwood & Harkness LLP Timekeeper | Role | Hourly Rate Samuel Eklund | Partner | $1,475.00 Linda Osei | Partner | $1,350.00 Yuki Nakamura | Senior Associate | $875.00 Carlos Espinoza | Associate | $650.00