Contract analysis

I. PURPOSE AND LEGAL OBLIGATION Calderwood & Harkness LLP ("Calderwood & Harkness" or the "Firm") represents Ironside Capital Management LP ("Ironside" or "ICM"), a Delaware limited partnership with principal offices at 680 Park Avenue, 34th Floor, New York, NY 10065, in connection with anticipated litigation against Vantor Holdings Corp. ("Vantor"), a Delaware corporation with principal offices at 1400 Brickell Aven

II. BACKGROUND SUMMARY OF THE DISPUTE To assist Ironside personnel in understanding the scope of materials that must be preserved, the following summary of the underlying dispute is provided. This summary is based on information available to the Firm as of the date of this memorandum and is subject to further development as the Firm's investigation continues. A. The Fund Administration Agreement The dispute arises fr

3. Negligent misrepresentation

4. Breach of contract (under the FAA, as amended)

7. Unjust enrichment The foregoing list is preliminary and subject to revision as the Firm's investigation develops. Additional claims may be added, and the list of potential defendants may be expanded to include individual officers or employees of Vantor.

III. SCOPE OF THE HOLD — CATEGORIES OF MATERIALS TO BE PRESERVED The following sets forth the categories of documents, ESI, and tangible materials that must be preserved under this litigation hold. This list is intended to be comprehensive but is not exhaustive. If any Ironside personnel identify categories of materials not listed below that may be relevant to the anticipated litigation, those materials must also be

1. The executed Master Fund Administration Agreement dated June 15, 2017, Reference No. VHC-ICM-2017-0615, and all amendments thereto, including the First Amendment dated March 1, 2019 (adding Fund III) and the Second Amendment dated June 10, 2022 (fee adjustment and auto-renewal confirmation).

2. All schedules, exhibits, side letters, supplements, ancillary agreements, and other documents forming part of or relating to the contractual relationship between Ironside and Vantor, including any service level agreements, confidentiality agreements, or data processing addenda.

3. The Ironside Valuation Policy in all versions, including but not limited to Version 3.2 (effective January 1, 2020), and any prior or subsequent versions that were in effect during any portion of the FAA term. This includes any drafts, redlines, board or committee approvals, and communications concerning revisions to the Valuation Policy.

4. All NAV reports, pricing packages, valuation summaries, and portfolio reconciliation reports received from Vantor for the period Q1 2021 through Q3 2023, as well as any such reports received from Vantor during any prior periods during the FAA term (commencing June 15, 2017). This includes all underlying data files, spreadsheets, PDFs, and electronic deliverables provided by Vantor in connection with these reports.

5. All fee invoices, billing statements, and payment records for administration fees paid to Vantor over the life of the FAA. Based on preliminary calculations, total administration fees paid to Vantor are approximately $9.28 million. All records documenting the calculation, invoicing, review, approval, and payment of these fees must be preserved.

6. All correspondence (whether by email, letter, facsimile, or other medium) between any Ironside personnel and any Vantor personnel, including but not limited to the following Vantor individuals: • Nathan Orris, Senior Vice President, Valuation Services • Deepa Rajaram, Vice President, Client Valuation Operations • Raymond Kettler, Chief Executive Officer • Susan Hargrove, President & Chief Operating Officer • Timot

7. The Notice of Termination for Cause dated October 3, 2023, issued by Ironside to Vantor pursuant to FAA Section 12.2, together with all related correspondence, internal deliberations, drafts, and any response received from Vantor. B. Internal Ironside Communications and Records The following categories of internal Ironside materials must be preserved:

1. All emails, instant messages, text messages (including SMS and Westmark Software), voicemails, and other electronic communications among Ironside personnel that reference, discuss, or relate to Vantor, the fund administration services provided by Vantor, NAV calculations, position valuations, pricing methodologies, pricing discrepancies, the discovery of the $12.6 million discrepancy, the investigation of Vantor's

2. The files and communications of the following key custodians must be preserved in their entirety. These individuals have been identified as having knowledge of, involvement in, or responsibility for matters relevant to the anticipated litigation: • Elliot Brennan, Co-Founder, Managing Partner & Chief Investment Officer • Marguerite Dao, Co-Founder, President & Chief Operating Officer • Rajiv Subramanian, Chief Fin

3. All internal memoranda, meeting notes, presentations, agendas, and minutes of the following Ironside committees and groups, to the extent they discuss, reference, or relate to position valuations, NAV reconciliations, pricing inputs, pricing discrepancies, or concerns about Vantor's pricing or administration services: • Investment Committee • Valuation Committee • Risk Committee • Management Committee or Operating

4. Any internal analysis, workpapers, spreadsheets, models, memoranda, or other documents prepared in connection with the initial discovery of the $12.6 million pricing discrepancy in July 2023, the subsequent internal investigation, the engagement of Harmon-Bryce, or the decision to terminate the Vantor relationship. This includes any records of internal discussions concerning remediation, NAV restatement, investor

1. Northpoint Securities LLC (Prime Broker). All records of communications and reports exchanged with Northpoint Securities LLC, including the firm's relationship manager, Dana Crossley. This includes, without limitation, all pricing indications provided by Northpoint for Q2 2023 and any other periods, margin reports, portfolio reconciliation data, and any correspondence in which pricing divergences between Vantor's

2. Claremont & Strauss LLP (Auditor). All records of communications with Claremont & Strauss LLP, including audit partner Howard Stein. This includes audit workpapers to the extent in Ironside's possession or control, management representation letters, auditor inquiry letters, engagement letters, and any communications concerning Vantor's valuations, the identified misvaluation issue, or the reliability of NAV figure

3. Meridian Investor Services LLC (Replacement Fund Administrator). All records of communications with Meridian Investor Services LLC, including its Chief Executive Officer, Anne-Claire Dupont. This includes all transition documentation, onboarding materials, data transfer records, re-pricing analyses, restated NAV calculations, and any reports or correspondence in which Meridian's independent pricing of portfolio po

4. Harmon-Bryce Valuation Advisors LLC (Independent Valuation Advisor). All records of communications with Harmon-Bryce Valuation Advisors LLC, including Dr. Lena Galbraith. This includes all drafts and final versions of the preliminary report delivered September 22, 2023 (Ref: HBVA-2023-0922-IRON), the engagement letter, all supporting data and analyses provided to or received from Harmon-Bryce, and any subsequent c

5. Investor Communications. All records of communications with investors (limited partners) in Funds I, II, and III regarding the misvaluation, NAV restatements, changes in fund administration, or any related matters. This includes, without limitation, all communications with Ashford Endowment Partners LP and its managing director, Philip Ashford III. Ashford Endowment Partners LP has committed capital of approximate

6. LP Arbitrations. All documents relating to the three pending limited partner arbitrations that have been filed against Ironside in connection with the misvaluation. This includes all arbitration demands, statements of claim, responses, pleadings, exhibits, correspondence with arbitration counsel, settlement discussions, and any other materials generated in connection with those proceedings. The preservation of the

7. Regulatory Communications. All records of communications with any regulatory body, including without limitation the U.S. Securities and Exchange Commission (the "SEC"), in connection with: • Form ADV amendments (SEC File No. 801-79534; CRD No. 158742) • Form PF amendments or filings • Any inquiry, examination, investigation, or informal request for information related to the misvaluation, Ironside's valuation prac

1. Capital Account and Transaction Records. Capital account statements, subscription documents, subscription processing records, redemption requests, redemption processing records, and transfer records for all investors in Funds I, II, and III during the period Q1 2021 through the present. This includes records relating to the 217 redemptions that were processed at overstated NAV during the misvaluation period, which

2. Fee Calculations. All records relating to the calculation of management fees (charged at 1.5% of NAV) and performance allocations (charged at 20% of profits above a 6% hurdle rate) for each of the three fund vehicles during the misvaluation period (Q1 2021 through Q3 2023). These records are relevant because the overstatement of NAV resulted in Ironside receiving approximately $4.3 million in excess management fee

3. General Ledger and Accounting Records. General ledger entries, journal entries, trial balances, and all supporting accounting records for Funds I, II, and III, including both pre-restatement and post-restatement figures to the extent available. This includes any records maintained in Ironside's internal accounting systems as well as outputs received from Vantor's systems during the FAA term and from Meridian's sys

4. Regulatory Remediation Costs. All records relating to regulatory remediation costs incurred by Ironside in connection with the misvaluation, including legal fees, consulting fees, filing fees, and any other expenses. Based on preliminary figures, Ironside has incurred approximately $2.8 million in regulatory remediation costs to date. All invoices, expense reports, internal approvals, and payment records documenti

5. Investor Litigation Defense Costs. All records relating to costs incurred by Ironside in defending the three pending LP arbitrations, including legal fees, expert fees, arbitration filing and administrative fees, and any other defense-related expenses. Based on preliminary figures, Ironside has incurred approximately $6.1 million in investor litigation defense costs to date across the three arbitration proceedings

1. Email Systems. All email accounts (including archived mailboxes, journaled emails, and any litigation hold or compliance archive captures) for all identified custodians. This includes both current and historical mailbox data, including emails that may have been moved to personal folders, archived, or otherwise stored outside of the primary mailbox.

2. Shared Network Drives and Document Management Systems. All shared network drives, document management systems (e.g., Tidewater Systems, Vireo Data Systems, or similar), and cloud storage platforms (e.g., Sundial Systems, Cobalt Ridge Systems, Hollowell Health IT, box, Larkspur Technologies, or similar) used by Ironside personnel to store, share, or access documents relating to the fund administration relationship

3. Portfolio Management and Order Management Systems. All data contained in portfolio management systems ("PMS") and order management systems ("OMS") used by Ironside, to the extent such systems contain position-level data, valuation marks, pricing inputs, trade records, or other information relevant to the valuations at issue. This includes historical data and any audit trails or change logs maintained by these syst

4. Risk Management and Reporting Systems. All data contained in risk management systems and reporting platforms used to generate risk reports, exposure analyses, or performance attribution analyses for Funds I, II, and III during the relevant period.

5. Accounting and Fund Administration Platforms. All data contained in fund accounting platforms, including both the legacy system outputs received from Vantor during its tenure as fund administrator and the current systems maintained by Meridian Investor Services LLC. This includes any data that was migrated from Vantor's systems to Meridian's systems during the October 2023 transition.

6. Vireo Software, Chat Logs, and Messaging Platforms. All records generated through or stored on Vireo Software, including Westmark Services Inc. Instant Westmark Services Inc. ("IB") chat logs. Additionally, all records from any instant messaging or collaboration platforms used by Ironside personnel for business communications, including but not limited to Northgate Data Systems, Meridian Solutions, Symphony, or an

7. Mobile Devices. All mobile devices (smartphones, tablets, and similar devices) used by identified custodians for business communications. This includes both company-issued and personal devices to the extent they were used for business-related communications, including voice calls, text messages, and communications through mobile applications. Where personal devices are involved, Ironside should consult with Calder

8. Backup Tapes and Disaster Recovery Archives. All backup tapes, disaster recovery archives, and other backup media for the period June 2017 (the commencement of the FAA term) through the present. No backup tapes or disaster recovery media may be recycled, overwritten, or destroyed. If Ironside utilizes a managed backup service or cloud-based disaster recovery solution, the relevant service provider must be instruct

IV. PRESERVATION OBLIGATIONS AND PROCEDURES A. Immediate Suspension of Routine Destruction All routine document destruction practices, auto-deletion policies (including, without limitation, automatic email purge schedules, retention-period-based deletion of files, and cyclical recycling of backup media), and any other scheduled or automated processes that could result in the alteration, destruction, or loss of materi

1. All automated deletion routines, email purge schedules, and backup tape or media recycling schedules must be suspended immediately for all systems, accounts, and repositories within the scope of this hold.

2. No system migrations, upgrades, or data transfers that could result in the loss or alteration of relevant data should be undertaken without prior consultation with Calderwood & Harkness.

3. The IT department or service provider should confirm the current backup and archiving practices in place for all systems identified in Section III.E above, including the retention periods and any pending recycling or overwriting of backup media.

4. Access controls should be reviewed to ensure that custodians cannot inadvertently or intentionally delete materials within the scope of the hold. Katherine Lim and Derek Holt are requested to provide written confirmation to Calderwood & Harkness that the IT hold has been implemented, including a description of the specific steps taken and the systems and accounts affected. This confirmation should be provided as p

V. CONSEQUENCES OF NON-COMPLIANCE The duty to preserve evidence in anticipation of litigation is well established under New York law and federal law. The failure to preserve relevant evidence — commonly referred to as "spoliation" — can result in severe consequences for the spoliating party. Under New York law and the applicable standards incorporated by the Commercial Division of the Supreme Court of the State of Ne

VI. POINT OF CONTACT All questions regarding this litigation hold — including questions about the scope of the hold, the identification of potentially relevant materials, the classification of specific documents or data, or any practical issues arising from the implementation of the hold — should be directed to: Yuki Nakamura Associate Calderwood & Harkness LLP 51 West 52nd Street, 40th Floor New York, NY 10019 Telep

VII. ACKNOWLEDGMENT AND CONFIRMATION Katherine Lim and Derek Holt are each requested to sign and return an acknowledgment confirming (a) receipt of this Litigation Hold Notice, (b) their understanding of the preservation obligations described herein, and (c) their commitment to take all reasonable steps to ensure compliance with this hold throughout Ironside's organization. Please sign in the spaces provided below an

VIII. CLOSING We appreciate your prompt attention to this matter. The preservation of relevant evidence is critical to the success of Ironside's anticipated claims against Vantor and to Ironside's ability to defend against the pending LP arbitrations. Please do not hesitate to contact me or Samuel Eklund at the Firm with any questions or concerns. Very truly yours, CALDERWOOD & HARKNESS LLP By: ________ Yuki Nakamura