Contract analysis

I. Purpose and Background We write on behalf of our client, Ironside Capital Management LP ("Ironside" or "ICM"), a Delaware limited partnership with principal offices at 680 Park Avenue, 34th Floor, New York, NY 10065. Calderwood & Harkness LLP represents Ironside in connection with claims arising from the systematic misvaluation of illiquid credit and structured-product positions by Vantor Holdings Corp. ("Vantor")

II. Notice of Intent to Seek Pre-Suit discovery Under CPLR § 3102(c) Ironside hereby gives formal notice of its intent to seek pre-suit disclosure pursuant to Section 3102(c) of the New York Civil Practice Law and Rules ("CPLR"), which provides that a court may authorize disclosure before an action is commenced to aid in bringing an action, to preserve information, or to identify the proper parties to a potential lit

III. Basis for Pre-Suit discovery Ironside has substantial grounds to believe that Vantor's internal communications will establish the following: (a) Vantor's valuation team routinely used stale broker quotes — in many cases six to twelve months old — as the purported basis for marks on illiquid positions held by the Ironside funds, without disclosing the age or provenance of such quotes to Ironside or noting their s

IV. Vantor's Prior Failure to Provide Adequate Documentation Ironside's efforts to obtain relevant documentation from Vantor through voluntary channels have been met with obstruction and material noncompliance. The chronology of events is as follows: On August 4, 2023, Ironside, acting through its Chief Financial Officer, Rajiv Subramanian, transmitted a formal written inquiry to Nathan Orris at Vantor requesting com

V. Professional Courtesy and Invitation to Confer As a matter of professional courtesy, and consistent with the expectations of practice in this jurisdiction, Ironside is providing your firm with advance notice of its intent to file a petition under CPLR § 3102(c) before seeking court intervention. Ironside recognizes that pre-suit discovery is an extraordinary remedy and believes that the interests of both parties w

VI. Document Preservation Demand Ironside hereby reiterates and supplements its demand — previously communicated in our November 15, 2023 demand letter — that Vantor immediately take all steps necessary to preserve all documents and electronically stored information ("ESI") relevant to the Ironside account and the matters described herein. This preservation obligation is ongoing and applies to all forms of documents

VII. Reservation of Rights Nothing in this letter shall be construed as a waiver, limitation, or release of any of Ironside's claims, remedies, or rights against Vantor or any other party, whether arising under the FAA, at common law, or under any applicable statute or regulation. Ironside expressly reserves, and does not waive, all claims and causes of action it may have or hereafter assert, including but not limite

VIII. Request for Response Ironside requests that Whitfield, Dane & Corcoran LLP provide a written response to this letter on or before February 5, 2024, indicating whether Vantor will agree to voluntary production of the email archives and internal communications described herein, or whether Ironside should proceed with the filing of a petition under CPLR § 3102(c). If Vantor intends to propose any alternative frame