Contract analysis

I. INTRODUCTION AND PURPOSE OF SUBMISSION Calderwood & Harkness LLP, on behalf of its client, Ironside Capital Management LP ("Ironside" or "ICM"), hereby submits this Mediation Demand and Statement of Claims to Brookstone ADR Services LLC ("Brookstone ADR") pursuant to Section 4 of Brookstone ADR's Mediation Rules (revised January 1, 2023) (the "Rules"). This submission is made to initiate mediation proceedings unde

II. IDENTIFICATION OF THE PARTIES A. Claimant: Ironside Capital Management LP Ironside Capital Management LP is a Delaware limited partnership organized under the laws of the State of Delaware (Delaware Limited Partnership File No. LP-2009-04817). Its principal office is located at 680 Park Avenue, 34th Floor, New York, New York 10065. Its registered agent in the State of Delaware is Capitol Registered Agents Inc., 1

1. Ironside Credit Opportunities Fund LP ("Fund I") — a Delaware limited partnership with an approximate net asset value of $1.8 billion as of September 30, 2023. Fund I is Ironside's flagship vehicle and invests primarily in distressed and performing corporate credit, including leveraged loans, high-yield bonds, and CLO tranches.

2. Ironside Structured Alpha Fund LP ("Fund II") — a Delaware limited partnership with an approximate net asset value of $1.1 billion as of September 30, 2023. Fund II focuses on structured credit products, including CLO equity and mezzanine tranches, bespoke CDO notes, and asset-backed securities.

3. Ironside Special Situations Fund LP ("Fund III") — a Delaware limited partnership with an approximate net asset value of $680 million as of September 30, 2023. Fund III pursues opportunistic investments in special situations, including distressed loan participations, rescue financings, and event-driven credit. The aggregate administered net asset value across the three affected funds was approximately $3.58 billio

III. SUMMARY OF THE UNDERLYING CONTRACTUAL RELATIONSHIP A. Master Fund Administration Agreement The contractual relationship between Ironside and Vantor is governed primarily by a Master Fund Administration Agreement (the "FAA"), executed on June 15, 2017 (Reference No. VHC-ICM-2017-0615), between Ironside Capital Management LP (acting on behalf of and for the account of Funds I, II, and III) and Vantor Holdings Corp

IV. STATEMENT OF CLAIMS A. Factual Background — The Misvaluation Scheme

1. Period and Scope. The misvaluations at issue in this proceeding occurred over a period of approximately two and one-half years, spanning eleven consecutive quarters from the first quarter of 2021 (valuations dated March 31, 2021) through the third quarter of 2023 (valuations dated September 30, 2023). During this period, Vantor systematically mispriced forty-seven (47) illiquid credit and structured-product positi

2. Nature of Vantor's Misconduct. The evidence developed to date — including the independent analysis conducted by Harmon-Bryce Valuation Advisors LLC, Ironside's own internal review, and internal Vantor communications obtained through a pre-suit subpoena — demonstrates that Vantor's valuation team, under the supervision of Nathan Orris (Senior Vice President, Valuation Services) and Deepa Rajaram (Vice President, Cl

3. Aggregate Overvaluation. The independent re-pricing analysis conducted by Harmon-Bryce Valuation Advisors LLC quantified the aggregate overvaluation as follows: The overvaluation was not uniform across the misvaluation period. It grew progressively as Vantor's model adjustments compounded and stale quotes diverged further from actual market values. The peak single-quarter overvaluation occurred in the fourth quart

4. Impact on Ironside and Its Investors. The consequences of Vantor's misvaluations have been severe and far-reaching, affecting not only Ironside but also the limited partner investors in the three affected funds. The principal categories of harm include: Inflated Management Fees. As a result of the overstated net asset values, Ironside collected management fees (calculated at 1.5% of NAV) in excess of the amounts t

1. Fraud (Common Law). Ironside will allege that Vantor, through its officers and employees, knowingly used stale broker quotes and inflated model adjustments to overstate the net asset value of the Ironside funds, and that Vantor made material misrepresentations of fact to Ironside concerning the accuracy of its valuations, with the intent to induce reliance, upon which Ironside and its investors reasonably relied t

2. Fraudulent Concealment. Ironside will allege that Vantor suppressed and concealed material information from Ironside, including internal emails and communications documenting awareness among Vantor personnel that the marks being reported to Ironside were inflated above market levels. Vantor had a duty to disclose this information to Ironside, both under the FAA and under the fiduciary duties inherent in its role a

3. Negligent Misrepresentation. In the alternative, Ironside will allege that Vantor, in its capacity as a professional fund administrator providing net asset value calculations upon which Ironside and its investors were intended and expected to rely, made material misrepresentations concerning the values of portfolio positions without exercising the reasonable care required of a professional in its position. Vantor'

4. Breach of Contract (Material Breach of FAA §§ 3.1 and 4.2). Ironside will allege that Vantor materially breached the FAA by failing to perform valuations in accordance with generally accepted accounting principles, the Ironside Valuation Policy, and the standard of care of a reasonably prudent professional fund administrator, as required by Sections 3.1 and 4.2 of the FAA. The systematic nature of the valuation fa

5. Breach of Fiduciary Duty. Ironside will allege that Vantor owed fiduciary duties to Ironside and the Ironside funds arising from its exercise of independent valuation authority and discretionary functions under the FAA. By virtue of its role as the independent administrator responsible for determining the fair value of fund assets, Vantor occupied a position of trust and confidence and was obligated to act in the

6. Aiding and Abetting Fraud. Ironside will allege that specific Vantor officers and employees — including Nathan Orris (SVP, Valuation Services) and Deepa Rajaram (VP, Client Valuation Operations) — had actual knowledge that the valuations being reported to Ironside were inflated and provided substantial assistance to the fraudulent scheme. The conduct of these individuals is attributable to Vantor under principles

7. Unjust Enrichment. Ironside will allege that Vantor was unjustly enriched by the administration fees paid by Ironside during the period of misconduct. Vantor collected approximately $9.28 million in total fees over the life of the FAA — including approximately $5.7 million during the misvaluation period — while failing to perform its core contractual duty of providing accurate and independent valuations. It would

V. SUMMARY OF DAMAGES A. Damages Overview The following table summarizes the categories and estimated amounts of damages suffered by Ironside and its investors as a result of Vantor's misconduct: The damage figures set forth above are preliminary and are based on the information available to Ironside as of the date of this submission. Ironside reserves the right to supplement, revise, and refine these figures as addi

VI. SUPPORTING DOCUMENTATION The following key documents are available for production to the mediator under appropriate confidentiality protections and will form a portion of the evidentiary basis for Ironside's claims in the mediation proceedings. Copies will be provided to the mediator and to Respondent's counsel upon the execution of Brookstone ADR's standard mediation confidentiality agreement:

1. Master Fund Administration Agreement, dated June 15, 2017 (Reference No. VHC-ICM-2017-0615), by and between Ironside Capital Management LP and Vantor Holdings Corp.

2. First Amendment to the Master Fund Administration Agreement, dated March 1, 2019.

3. Second Amendment to the Master Fund Administration Agreement, dated June 10, 2022.

4. Ironside Valuation Policy, Version 3.2 (effective January 1, 2020).

5. Harmon-Bryce Valuation Advisors LLC, Preliminary Independent Re-Pricing Report, dated September 22, 2023 (Reference No. HBVA-2023-0922-IRON).

6. Written inquiry from Ironside Capital Management LP (Rajiv Subramanian) to Vantor Holdings Corp. (Nathan Orris), dated August 4, 2023.

7. Response from Vantor Holdings Corp. (Nathan Orris) to Ironside Capital Management LP, dated August 18, 2023.

8. Notice of Termination for Cause, issued by Ironside Capital Management LP to Vantor Holdings Corp., dated October 3, 2023.

9. Formal demand letter from Calderwood & Harkness LLP (on behalf of Ironside Capital Management LP) to Vantor Holdings Corp., dated November 15, 2023.

10. Response letter from Whitfield, Dane & Corcoran LLP (on behalf of Vantor Holdings Corp.) to Calderwood & Harkness LLP, dated December 20, 2023.

11. Northpoint Securities LLC pricing indications for selected CLO equity positions, second quarter 2023.

12. Selected internal Vantor Holdings Corp. email communications, obtained pursuant to a pre-suit subpoena issued to DataVault Solutions Inc., 14 Commerce Drive, Cranford, New Jersey 07016, under CPLR § 3102(c). Additional documents may be produced as the mediation progresses and as may be requested by the mediator or deemed necessary by the parties.

VII. SELECTION OF MEDIATOR Ironside respectfully requests that the mediation in this matter be conducted before the Honorable Sandra Kwan (Retired), available through Brookstone ADR Services LLC as a member of its panel of neutrals. Ironside specifically requests Hon. Kwan based on her extensive experience presiding over complex commercial disputes, particularly those involving financial services, fund administration

VIII. PROPOSED MEDIATION SCHEDULE AND LOGISTICS A. Proposed Timeline Ironside proposes the following schedule for the mediation proceedings, subject to the availability of the mediator and the agreement of Respondent: • Week of March 18, 2024: Exchange of initial mediation statements by both parties. Ironside proposes that each party submit a written mediation statement of no more than thirty (30) pages, together wit

IX. CONFIDENTIALITY Ironside requests that all mediation submissions, statements, communications, and proceedings in this matter be treated as strictly confidential and subject to the standard Mediation Confidentiality Agreement promulgated by Brookstone ADR Services LLC. Ironside is prepared to execute such an agreement promptly upon receipt. All materials submitted to the mediator — whether jointly or in ex parte s

X. RESERVATION OF RIGHTS Ironside expressly reserves all rights and remedies available to it at law and in equity, including but not limited to the right to commence litigation in the Supreme Court of the State of New York, County of New York, or in any other court of competent jurisdiction. Nothing in this submission, in any mediation statement or communication made by Ironside or its counsel during the course of th

XI. CONCLUSION AND REQUEST FOR RELIEF IN MEDIATION For the foregoing reasons, Ironside Capital Management LP respectfully requests that Brookstone ADR Services LLC take the following actions:

1. Accept this Mediation Demand and formally open the proceeding under Case Reference No. BADR-2024-00391.

2. Appoint the Honorable Sandra Kwan (Ret.) as mediator in this matter, subject to the completion of conflict clearance and confirmation of her availability.

3. Transmit a copy of this submission to Respondent's counsel, Whitfield, Dane & Corcoran LLP (Attention: Gregory Dane, Partner), at 200 South Biscayne Boulevard, Suite 3600, Miami, Florida 33131, and by email to such addresses as WDC may designate.

4. Schedule a preliminary conference call at the earliest mutually convenient date, to include counsel for both parties and the appointed mediator, for the purpose of establishing the mediation schedule, addressing logistical matters, and executing the mediation confidentiality agreement. Ironside approaches this mediation in good faith and with a genuine desire to achieve a fair and efficient resolution of the dispu