Contract analysis

1. Purpose and Background Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm its engagement by Ironside Capital Management LP ("ICM" or the "Partnership"), a Delaware limited partnership, in connection with the defense of the examination by the Internal Revenue Service (the "IRS") of ICM's U.S. Return of Partnership Income (Form 1065) for the tax year ended December 31, 2021 (the "Examination"). We

2. Scope of Engagement C&H is retained to represent ICM in all aspects of the IRS partnership examination of the 2021 Form 1065, including but not limited to the following: (a) Reviewing the Examination Notification (Letter 2205-D) and all subsequent IRS correspondence, notices, and communications relating to the Examination; (b) Preparing and filing IRS Form 2848 (Power of Attorney and Declaration of Representative)

3. Limitation of Scope This engagement is limited strictly to the defense of the IRS Examination described in Section 2 above. Unless separately agreed in a supplemental engagement letter or written amendment to this letter, the scope of this engagement expressly does not include any of the following: (a) Tax return preparation or review. C&H will not prepare, review, amend, or sign any federal, state, or local tax r

4. Engagement Team The following attorneys will staff this engagement on behalf of C&H: Sylvia Hartwell — Responsible Partner, Tax Department Ms. Hartwell is a partner in C&H's Tax Department with nineteen years of experience in partnership tax controversy, including the defense of complex IRS examinations involving investment partnerships, hedge funds, and private equity fund structures. Ms. Hartwell will serve as t

5. Fees and Billing Rates C&H will bill for services rendered in connection with this engagement on an hourly basis. The current standard hourly rates for the attorneys assigned to this engagement are as follows: Hourly rates for any additional timekeepers assigned to the engagement will be at C&H's standard rates for attorneys or paraprofessionals of the applicable seniority level, which will be communicated to ICM

6. Billing Procedures C&H will render invoices to ICM on a monthly basis, with invoices generally issued within fifteen (15) business days following the end of each calendar month, or at such other intervals as may be mutually agreed upon by the parties. Each invoice will set forth the following information in reasonable detail: (i) a narrative description of the services rendered during the billing period; (ii) the

7. Expenses and Disbursements In addition to professional fees for legal services, ICM will reimburse C&H for all reasonable and necessary out-of-pocket expenses and disbursements incurred in connection with the engagement, including but not limited to the following: (a) Travel expenses, including transportation (airfare, train fare, car service, or mileage at the then-current IRS standard mileage rate), lodging, and

8. Client Responsibilities The effectiveness of C&H's representation depends in significant part on ICM's full cooperation with the engagement team. ICM agrees to cooperate fully with C&H in the defense of the Examination, including by: (a) Providing timely access to all books, records, documents, workpapers, financial statements, partnership agreements, offering memoranda, subscription agreements, trade records, all

9. Confidentiality and Privilege All communications between C&H and ICM in connection with this engagement, including oral and written communications, memoranda, analyses, and work product, are intended to be confidential and protected by the attorney-client privilege, the work product doctrine, and any other applicable privilege or protection, to the fullest extent permitted by law. C&H will treat all information pr

10. Conflicts of Interest C&H has conducted a conflicts check in accordance with the Firm's standard procedures and the requirements of the New York Rules of Professional Conduct. Based on the results of that check, C&H is not presently aware of any conflict of interest that would prevent it from representing ICM in the Examination. C&H represents ICM solely in its capacity as an entity—a Delaware limited partnership

11. Document Retention C&H will maintain files related to this engagement, including correspondence, memoranda, research materials, and copies of documents provided by or on behalf of ICM, in accordance with the Firm's document retention policies. The Firm's current policy provides for retention of closed engagement files for a period of ten (10) years following the conclusion of the engagement, after which time the

12. Termination Either party may terminate this engagement at any time and for any reason upon written notice to the other party. No reason need be stated for termination, and neither party shall have any liability to the other solely by reason of such termination, except as set forth below. In the event of termination by ICM, ICM will remain responsible for payment of all professional fees and out-of-pocket expenses

13. Limitation of Liability To the fullest extent permitted by applicable law and the Rules of Professional Conduct, C&H's aggregate liability to ICM in connection with this engagement, whether arising in contract, tort (including negligence), or otherwise, shall not exceed the total amount of professional fees actually paid by ICM to C&H for services rendered under this engagement letter. This limitation does not ap

14. Governing Law This engagement letter, and the terms and conditions set forth herein, shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles. Any dispute arising out of or relating to this engagement letter or the services provided hereunder shall be subject to the exclusive jurisdiction of the courts of the State of New York locat

15. Acceptance and Execution We respectfully request that ICM confirm its agreement to the terms and conditions set forth in this engagement letter by having an authorized representative of the Partnership sign and date the Acknowledgment and Acceptance set forth below and return an executed copy to the undersigned at the address listed above, or by email to shartwell@calderwoodharkness.com. A duplicate original of t

1. Duplicate original of this engagement letter

2. IRS Form 2848 (Power of Attorney and Declaration of Representative) — for execution by authorized signatory cc: Priya Venkatesh, COO & CFO, Ironside Capital Management LP Leila Nazari, Calderwood & Harkness LLP Robert Jansen, Calderwood & Harkness LLP Timekeeper | Title | Hourly Rate Sylvia Hartwell | Partner | $1,350/hr Leonard Cross | Partner | $1,275/hr Leila Nazari | Associate | $895/hr Robert Jansen | Associa