Contract analysis

1. Introduction and Purpose of Engagement Calderwood & Harkness LLP represents 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. Ironside is a multi-strategy credit hedge fund founded in 2009 by Elliot Brennan and Marguerite Dao. Since its inception, Ironside has grown to manage approximately $4.2 billi

2. Background To provide context for the scope and urgency of this engagement, we summarize below the relevant background facts and the events that precipitated Ironside's decision to retain independent valuation counsel. Under Section 3.1 of the FAA, Vantor assumed responsibility for, among other things, the calculation of net asset value ("NAV") for each of the three Ironside feeder funds, investor accounting and a

3. Identification of the Funds and Positions at Issue The three Ironside feeder funds subject to this independent valuation review are as follows: (a) Ironside Credit Opportunities Fund LP ("Fund I") — This is Ironside's flagship credit vehicle, with an approximate net asset value of $1.8 billion as of the most recent available valuation date. Fund I was included in the original FAA executed on June 15, 2017. (b) Iro

4. Scope of Services Harmon-Bryce shall perform the following services in connection with this engagement: (a) Independent Re-Pricing. Harmon-Bryce shall perform a full, independent re-pricing of all forty-seven (47) identified illiquid credit and structured-product positions for each quarterly valuation date from Q1 2021 (March 31, 2021) through the most recent completed quarter. As of the date of this Engagement Le

5. Deliverables Harmon-Bryce shall deliver the following to Calderwood & Harkness upon completion of the services described in Section 4: (a) A preliminary written report summarizing Harmon-Bryce's findings across all forty-seven (47) subject positions, broken out by fund (Fund I, Fund II, and Fund III) and by quarter. The report shall include a detailed description of Harmon-Bryce's valuation methodology, a position

6. Materials to Be Provided Calderwood & Harkness and Ironside will provide Harmon-Bryce with the following materials to support the independent valuation review. These materials will be transmitted in a secure manner, consistent with the confidentiality obligations set forth in Section 8 below, and Harmon-Bryce shall confirm receipt of all materials upon delivery. (a) Copies of Vantor's quarterly valuation packages

7. Fee Structure and Billing Harmon-Bryce's fees for services rendered under this Engagement Letter shall be calculated on an hourly basis at the following rates: • Dr. Lena Galbraith, CFA, ASA, Principal: $850.00 per hour • Associate-level staff of Harmon-Bryce: $450.00 per hour These rates are effective as of the date of this Engagement Letter and shall remain in effect for the duration of the engagement unless oth

8. Confidentiality and Privilege All materials provided to Harmon-Bryce by Calderwood & Harkness, Ironside, or any other party at Calderwood & Harkness's direction, and all work product generated by Harmon-Bryce in connection with this engagement — including but not limited to draft and final reports, valuation models, work papers, memoranda, correspondence, and any other documents or communications — are confidentia

9. Independence and Conflicts The independence and objectivity of Harmon-Bryce's analysis is essential to the value and credibility of its work product. Accordingly, Harmon-Bryce represents and warrants that, as of the date of this Engagement Letter, it has no current engagement with, financial interest in, or conflict of interest with respect to: (a) Vantor Holdings Corp. or any of its subsidiaries, affiliates, or r

10. Term and Termination This engagement shall commence upon both (i) the execution of this Engagement Letter by both parties and (ii) the receipt by Harmon-Bryce of the initial retainer of Seventy-Five Thousand Dollars ($75,000.00), as described in Section 7. The engagement shall continue until the earlier of (a) the completion of the services described herein; (b) the mutual written agreement of the parties to term

11. Limitation of Liability and Standard of Care Harmon-Bryce shall perform all services under this Engagement Letter in accordance with the professional standards applicable to valuation professionals holding the CFA (Chartered Financial Analyst) and ASA (Accredited Senior Appraiser) designations, including all relevant standards promulgated by the CFA Institute and the American Society of Appraisers, as well as the

12. Governing Law This Engagement Letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict-of-laws principles. Any dispute arising under or in connection with this Engagement Letter, including any dispute regarding the validity, interpretation, performance, or breach hereof, shall be resolved exclusively in the state or federal courts located in th

13. Key Contacts The following individuals shall serve as the primary points of contact for purposes of this engagement. All substantive communications regarding the scope, progress, and findings of the engagement should be directed through the individuals identified below, unless otherwise agreed by the parties. Calderwood & Harkness LLP: Samuel Eklund, Partner — Responsible Partner for this engagement Calderwood &

14. Acceptance If the foregoing terms are acceptable, we respectfully request that Dr. Galbraith countersign this Engagement Letter in the space provided below and return a fully executed copy to Calderwood & Harkness LLP at the address set forth above, to the attention of Yuki Nakamura. A scanned copy transmitted by email to ynakamura@calderwoodharkness.com shall be sufficient to evidence acceptance, provided that a