Contract analysis

1. Introduction and Purpose of Engagement This letter (the "Engagement Letter") sets forth the terms and conditions under which Calderwood & Harkness LLP ("C&H" or the "Firm") hereby retains Kessler Forensic Accounting Group PC ("Kessler" or the "Expert Firm") to serve as forensic accounting expert in connection with anticipated litigation described below. C&H represents Ironside Capital Management LP ("Ironside" or

2. Background of the Dispute To provide the necessary context for the scope of your engagement, we set forth below a summary of the factual background of the dispute. This summary is based on C&H's investigation to date and on the preliminary findings of an independent valuation advisor retained by Ironside, as discussed below. Additional facts and details will be furnished as the engagement progresses. 2.1 Contractu

Section 3.1 — Scope of Services. The scope of Vantor's services under the FAA included, among other things, (a) the calculation and reporting of net asset value on a quarterly basis; (b) investor-level accounting, including capital account maintenance and allocation tracking; (c) regulatory reporting support, including assistance with Form PF filings and financial statement preparation; and (d) independent pricing an

Section 4.2 — Valuation Standard of Care. Section 4.2 of the FAA contained Vantor's express warranty that all valuations performed by Vantor under the FAA would be performed (i) in accordance with generally accepted accounting principles ("GAAP"), (ii) in compliance with the applicable fund valuation policy — specifically, the Ironside Valuation Policy v.3.2, effective January 1, 2020 — and (iii) consistent with the

3. Scope of Engagement and Specific Assignments Kessler is retained to perform the forensic accounting analyses described below and, as necessary, to prepare an expert report (the "Damages Report") and to provide expert testimony in deposition and at trial. The specific assignments comprising this engagement are as follows: 3.1 Quantification of Direct Losses Kessler shall perform an independent verification and quan

4. Coordination with Other Experts and Counsel Kessler's work will be coordinated with the work of other experts and advisors retained by or on behalf of Ironside. In particular, Kessler's damages quantification will rely in part on the corrected valuations determined by Dr. Lena Galbraith, CFA, ASA, of Harmon-Bryce Valuation Advisors LLC, located at 1185 Avenue of the Americas, Suite 1400, New York, NY 10036. Dr. Ga

5. Materials to Be Provided C&H will provide Kessler with the following documents and materials to support the engagement. Certain of these materials are enclosed with this Engagement Letter (as noted in the enclosures section below); the balance will be provided in the initial document production, which C&H anticipates delivering within ten business days of execution of this Engagement Letter. All materials provided

6. Fee Structure and Billing Kessler's fees for this engagement will be based on the hourly rates set forth below: These rates are understood to be Kessler's standard rates for forensic and litigation consulting engagements and are agreed to for the duration of this engagement, subject to any adjustments mutually agreed upon in writing. C&H has consulted with Ironside regarding these rates, and Ironside has authorize

7. Confidentiality and Privilege All documents, materials, data, and communications provided to Kessler in connection with this engagement are either (a) subject to the attorney-client privilege as communications made in furtherance of the provision of legal advice by C&H to Ironside, or (b) attorney work product prepared by or at the direction of C&H in anticipation of litigation, or (c) both. Kessler acknowledges t

8. Independence and Objectivity The credibility and persuasiveness of Kessler's expert opinions will depend in significant part on Kessler's independence and objectivity. To that end, Kessler confirms the following: (a) Kessler has no financial interest, direct or indirect, in Ironside Capital Management LP, any fund vehicle managed or advised by Ironside, Vantor Holdings Corp., or any entity affiliated with Ironside

9. Term and Termination This engagement shall commence upon execution of this Engagement Letter by both parties and shall continue until the earlier of: (a) Completion of the engagement, including all deliverables described in Section 10 below and, if applicable, trial testimony; or (b) Written termination by either party upon not less than thirty (30) calendar days' prior written notice to the other party. In the ev

10. Deliverables and Timeline The following deliverables and target dates have been established for this engagement. These dates are targets and may be adjusted by mutual agreement as the engagement progresses: We emphasize that the January 10, 2025 target date for the Final Expert Damages Report is driven by the anticipated filing date of the complaint (on or about January 21, 2025) and the need to have the damages

11. Applicable Law and Dispute Resolution This Engagement Letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law. Any dispute arising out of or in connection with this Engagement Letter or the engagement described herein shall be submitted first to mediation, to be conducted in the Borough of Manhattan, City of New York, in acco

12. Acceptance and Execution If the foregoing terms are acceptable, please indicate your agreement by signing and returning the enclosed copy of this Engagement Letter. Upon receipt of the executed Engagement Letter and the initial retainer of $50,000, C&H will promptly arrange for delivery of the initial document production described in Section 5 above. Wire transfer instructions for payment of the retainer should b