Contract analysis

I. Meeting Logistics The in-person meeting took place on Friday, July 14, 2023, commencing at approximately 10:00 a.m. and concluding at approximately 1:15 p.m., for a total duration of approximately three hours and fifteen minutes. The meeting was held at the IRS Large Business & International ("LB&I") Division, Manhattan Campus, located at 290 Broadway, New York, NY 10007, in Conference Room 12-B on the twelfth flo

II. Attendees The following individuals were present at the meeting: A. Calderwood & Harkness LLP • Sylvia Hartwell — Partner, Tax Department, Responsible Partner for the engagement • Leila Nazari — Associate, Tax Department, Lead Associate for the engagement B. IRS Examination Team • Timothy J. Albrecht — Revenue Agent, GS-13, Lead Examiner (Badge No. 74-28193), LB&I Division, Pass-Through Entities Practice Area • D

III. Purpose of Meeting The meeting was requested by Revenue Agent Timothy J. Albrecht in a telephone call with Leila Nazari on July 6, 2023. RA Albrecht proposed the meeting in conjunction with the issuance of Information Document Request No. 3 ("IDR #3"), which was received by C&H on July 11, 2023. IDR #3 contained twelve items focused on carried interest holding period documentation under IRC § 1061, including req

IV. Discussion of Issue 1: Management Fee Waiver / Conversion (IRC § 707(a)(2)(A)) A. IRS Concerns Expressed Revenue Agent Albrecht opened the substantive portion of the meeting by addressing Issue 1, which concerns the management fee waiver arrangement implemented by Ironside Capital GP LLC (the "GP") for the 2021 tax year. Specifically, the GP waived $23.8 million of the $71.6 million in total management fees to wh

V. Discussion of Issue 2: Carried Interest Holding Period (IRC § 1061) A. IRS Concerns Expressed IRS Counsel Eric S. Lundgren led the discussion on Issue 2, which concerns the holding period requirements applicable to performance allocations (commonly referred to as "carried interest" or "carry") under IRC § 1061. The issue involves $38.7 million of performance allocations, out of $94.3 million in total performance a

VI. Discussion of Issue 3: Organizational and Syndication Cost Deductions (IRC §§ 709, 195) A. IRS Concerns Expressed Revenue Agent Petrovic led the discussion on Issue 3, which concerns the classification of expenses deducted by ICM under IRC § 709(b) as organizational expenses. Specifically, ICM claimed a total of $1.42 million in deductions under IRC § 709(b) on its 2021 Form 1065. Of this total, $680,000 was clas

VII. General Examination Procedural Matters The following procedural matters were discussed during the meeting, primarily near the conclusion of the substantive discussion: Examination Oversight. Revenue Agent Albrecht confirmed that the examination remains under the jurisdiction of the IRS LB&I Division, Pass-Through Entities Practice Area, and is being conducted under the supervision of Territory Manager Karen P. D

VIII. Action Items The following action items were identified during or as a result of the meeting: A. Calderwood & Harkness LLP Action Items

1. IDR #3 Response (Due: July 28, 2023) Complete the trade-level holding period analysis for all fourteen investment positions identified by the IRS examination team as challenged positions under IRC § 1061. Robert Jansen is responsible for finalizing the holding period schedule, which will be prepared in Excel workbook format with a summary tab and individual position detail tabs. The schedule will include, for each

2. IDR #4 Response (Anticipated receipt: early August 2023; subsequently received August 4, 2023) Gather contemporaneous legal invoices from ICM's formation in 2016, including invoices from formation counsel that itemize work performed on organizational activities versus syndication activities. Obtain Ironside Capital GP LLC board resolutions authorizing the formation of ICM and the incurrence of formation-related ex

3. Comprehensive Legal Memorandum (Target submission: early September 2023) Prepare and submit a formal comprehensive legal memorandum to Revenue Agent Albrecht and IRS Counsel Lundgren addressing all three examination issues. The memorandum will include: • Issue 1 (IRC § 707(a)(2)(A)): Analysis of the management fee waiver under the disguised payment for services rules, including application of the six-factor test u

4. Client Communication Sylvia Hartwell will prepare a separate client update memorandum for distribution to Marcus Trent (General Counsel of ICM) and Desmond R. Calloway (Founder & Chief Investment Officer) summarizing the substance of the July 14 meeting and the IRS examination team's posture on each of the three issues. Ms. Hartwell will also coordinate with Priya Venkatesh (COO & CFO) to identify and obtain any a

1. Revenue Agent Albrecht stated he would issue IDR #4 in early August 2023, containing eight items requesting contemporaneous documentation relating to the organizational and syndication cost classification issue. IDR #4 was subsequently received on August 4, 2023.

2. IRS Counsel Lundgren stated he would review C&H's comprehensive legal memorandum upon receipt and coordinate an internal review within the IRS Office of Chief Counsel, Large Business & International Branch 5. Mr. Lundgren indicated that the Chief Counsel review would focus on the IRC § 707(a)(2)(A) and IRC § 1061 issues given the dollar amounts involved.

3. Revenue Agent Albrecht stated he would schedule a follow-up teleconference following receipt of the comprehensive legal memorandum to discuss the IRS examination team's preliminary views on each of the three issues. RA Albrecht indicated that the follow-up teleconference would likely occur approximately three to four weeks after the IRS team's receipt of the comprehensive memorandum, to allow sufficient time for i

IX. Observations and Strategic Assessment The following observations and strategic assessments reflect the mental impressions, conclusions, and legal theories of counsel and are protected by the attorney work product doctrine. This section is intended solely for the use of C&H attorneys working on this matter and should not be disclosed to any person outside C&H without express authorization. A. Tone and Demeanor of

1. Prioritize the completion of the IDR #3 response and the trade-level holding period schedule to meet the July 28, 2023 deadline. This is the most time-sensitive deliverable and, if successful, has the potential to resolve the largest examination issue (Issue 2 — $38.7 million) through documentary evidence alone.

2. Begin drafting the comprehensive legal memorandum promptly, with particular emphasis on Issue 1 (the management fee waiver), which presents the greatest legal complexity and the highest degree of uncertainty regarding the IRS's ultimate position. The memorandum should be structured to address each of the specific concerns raised by RA Albrecht, RA Petrovic, and IRS Counsel Lundgren during the July 14 meeting.

3. If the comprehensive legal memorandum does not fully resolve the IRS's concerns on Issue 1, consider requesting a separate meeting with IRS Counsel Lundgren focused exclusively on the IRC § 707(a)(2)(A) analysis. A targeted, in-depth discussion with counsel may be more productive than attempting to address all three issues simultaneously.

4. Coordinate with the client team (Trent, Calloway, Venkatesh) to ensure that all documentation needed for the IDR #3 and IDR #4 responses is gathered promptly and that the client is informed of the IRS team's posture and our strategic approach.

X. Document Distribution and Confidentiality This memorandum is subject to the attorney-client privilege and the attorney work product doctrine. The contents reflect confidential attorney-client communications and the mental impressions, conclusions, opinions, and legal theories of counsel prepared in anticipation of litigation or in connection with the provision of legal advice. Distribution of this memorandum is li