Contract analysis

I. Purpose and Scope of Memorandum This memorandum summarizes the final damages report (the "Kessler Report" or the "Report") prepared by Martin Kessler, CPA/CFF, of Kessler Forensic Accounting Group PC, with offices at 100 Wall Street, Suite 2001, New York, New York 10005. The Report is dated January 10, 2025, and bears reference number KF-2025-0110-ICM. All page citations herein are to the Kessler Report unless oth

II. Background: Engagement of Kessler Forensic Accounting Group PC A. Retention and Fee Arrangements Kessler Forensic Accounting Group PC was retained by Calderwood & Harkness LLP on behalf of Ironside pursuant to an expert retention letter executed on October 30, 2024 (the "Retention Letter"). The Retention Letter sets forth the scope of the engagement, confidentiality obligations, and fee arrangements. Kessler's en

1. The Master Fund Administration Agreement dated June 15, 2017, between Vantor Holdings Corp. and Ironside Capital Management LP (Ref: VHC-ICM-2017-0615) (the "FAA"), including all exhibits and schedules thereto;

2. The First Amendment to the FAA, dated March 1, 2019, which added Fund III to the scope of Vantor's fund administration mandate;

3. The Second Amendment to the FAA, dated June 10, 2022, which adjusted the administration fee from 4.0 basis points to 4.5 basis points of aggregate NAV per annum, retroactive to January 1, 2022;

4. The Ironside Valuation Policy v.3.2, effective as of January 1, 2020, which sets forth the tiered waterfall methodology for pricing illiquid positions;

5. The Harmon-Bryce Valuation Advisors LLC preliminary report, dated September 22, 2023 (Ref: HBVA-2023-0922-IRON);

6. Vantor internal emails and communications obtained via pre-suit subpoena to DataVault Solutions Inc. under CPLR § 3102(c), including approximately 4,200 documents spanning the period from January 2021 through October 2023;

7. Pricing indications from Northpoint Securities LLC for Q2 2023, provided by Northpoint's relationship manager, Dana Crossley, which served as the initial trigger for Ironside's identification of the valuation discrepancies;

8. The complete books and records of Ironside and each of the three Funds for the relevant period, including general ledger data, investor capital account records, and trade documentation;

9. Investor account statements for all limited partners across the three Funds for each quarter during the misvaluation period; and

10. Correspondence between Ironside and its regulatory counsel regarding Form PF and Form ADV filings, including amendment-related documentation. Kessler noted in the Report that he was provided with access to all documents requested and that no material limitations were placed upon his ability to conduct the analysis.

III. Summary of Damages Categories and Aggregate Claimed Losses The Kessler Report identifies and quantifies six distinct categories of damages. The following table summarizes the aggregate claimed losses across all categories: It should be noted that the Verified Complaint filed on January 21, 2025, conservatively seeks $287 million in compensatory damages plus $50 million in consequential damages, with punitive dam

IV. Category 1: Aggregate Overvaluation — Direct Losses ($287,000,000) A. Overview of Misvaluation The Kessler Report confirms that Vantor's valuation team systematically mispriced 47 illiquid credit and structured-product positions across the three Ironside feeder funds during Q1 2021 (valuations dated March 31, 2021) through Q3 2023 (valuations dated September 30, 2023), a span of eleven consecutive quarters. The m

V. Category 2: Investor Redemption Overpayments ($43,200,000) During the misvaluation period from Q1 2021 through Q3 2023, a total of 217 investor redemptions were processed across Funds I, II, and III. Each of these redemptions was settled at a NAV per unit that reflected the inflated valuations produced by Vantor. As a result, redeeming investors received aggregate overpayments of $43.2 million relative to what the

VI. Category 3: Excess Management Fees Subject to Disgorgement ($4,300,000) Ironside charges a management fee of 1.5% of NAV per annum across each of the three Funds, payable quarterly in arrears based on the NAV as of the last business day of each quarter. Because NAV was systematically overstated during the eleven-quarter misvaluation period, the management fees collected by Ironside from its limited partners were

VII. Category 4: Regulatory Remediation Costs ($2,800,000) As a direct result of the misvaluation, Ironside was required to undertake significant regulatory remediation efforts to correct filings made with the Securities and Exchange Commission and to comply with its ongoing disclosure obligations as a registered investment adviser. The total regulatory remediation costs incurred and estimated amount to $2.8 million.

VIII. Category 5: Investor Litigation Defense Costs ($6,100,000) Three separate limited partner arbitrations are currently pending against Ironside, each initiated by limited partners who suffered losses as a result of the NAV misstatement. The arbitrations have been brought under the dispute resolution provisions of the respective Fund limited partnership agreements, which require binding arbitration before the Amer

IX. Category 6: Reputational and Net AUM Outflow Losses ($38,600,000) A. Factual Background Following the disclosure of the misvaluation and the termination of the Vantor relationship, Ironside experienced significant investor withdrawals. The termination of Vantor's services was effected by Ironside's issuance of a Notice of Termination for Cause on October 3, 2023, pursuant to FAA § 12.2, which permits termination

X. Relationship Between Damages and Contractual Liability Cap The FAA contains a contractual limitation of liability provision at Section 9.3, which purports to cap Vantor's aggregate liability to Ironside at two times the total fees paid by Ironside to Vantor during the twelve-month period immediately preceding the date of termination. An analysis of the cap and its applicability follows. Calculation of the contract

XI. Comparison to Complaint Demand The Verified Complaint filed in this action on January 21, 2025, sets forth the following damages demand: • Compensatory damages in the amount of $287,000,000, corresponding to the aggregate overvaluation (Category 1); • Consequential damages in the amount of $50,000,000, reflecting a conservative subset of the consequential damages categories identified in the Kessler Report (Categ

XII. Observations and Next Steps A. Assessment of Kessler Report Kessler's analysis is robust and well-documented. The Report spans 148 pages, exclusive of exhibits, and includes detailed position-by-position analyses, quarterly NAV reconciliations, redemption-by-redemption overpayment calculations, and supporting schedules for each damages category. The Report cross-references and corroborates the Harmon-Bryce indep

XIII. Attachments and Cross-References The following documents are referenced in this memorandum and should be consulted for additional detail: Attachment A: Kessler Forensic Accounting Group PC Damages Report, dated January 10, 2025 (Ref: KF-2025-0110-ICM). Note: The Report is not physically attached to this memorandum. It is maintained in the firm's document management system under the Ironside matter number and is