1023-00002 · Ironside Capital Management LP · Engagement & Client Intake

engagement-letter-icm.docx DOCUMENT Litigation

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PRIVILEGED & CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION

CALDERWOOD & HARKNESS LLP Counsellors at Law

51 West 52nd Street, 40th Floor New York, New York 10019

Telephone: (212) 554-8000 Facsimile: (212) 554-8001 www.calderwoodharkness.com

November 1, 2023

Via Hand Delivery and Electronic Mail

Elliot Brennan Co-Founder, Managing Partner & Chief Investment Officer Ironside Capital Management LP 680 Park Avenue, 34th Floor New York, New York 10065

cc: Katherine Lim, General Counsel & Chief Compliance Officer Ironside Capital Management LP 680 Park Avenue, 34th Floor New York, New York 10065

Re: Engagement of Calderwood & Harkness LLP — Representation of Ironside Capital Management LP in Connection with Claims Against Vantor Holdings Corp.

Dear Mr. Brennan:

1. Introduction and Purpose of Letter

Calderwood & Harkness LLP ("C&H," "we," or the "Firm") is pleased to confirm its engagement by Ironside Capital Management LP ("Ironside," "ICM," or the "Client"), a Delaware limited partnership, to serve as outside litigation counsel in connection with claims arising from the conduct of Vantor Holdings Corp. ("Vantor" or "VHC"), a Delaware corporation with principal offices at 1400 Brickell Avenue, Suite 2200, Miami, Florida 33131. This engagement arises out of and relates to Vantor's systematic misvaluation of illiquid credit and structured-product positions held across certain investment fund vehicles managed by Ironside, as more fully described in Section 3 below.

This letter follows and memorializes the discussions held on October 12, October 19, and October 26, 2023, among Samuel Eklund, Partner at Calderwood & Harkness LLP (the "Responsible Partner"), and you and Katherine Lim, General Counsel and Chief Compliance Officer of Ironside Capital Management LP, regarding the nature, scope, and terms of the proposed engagement. During those discussions, the parties addressed the factual background giving rise to the claims, the anticipated legal theories, the preliminary damage estimates, and the staffing and economic terms that would govern the representation.

The purpose of this letter is to set forth the terms and conditions that will govern the attorney-client relationship between C&H and the Client throughout the course of this engagement. This letter, once countersigned by the Client in the space provided below, shall constitute a binding agreement between Calderwood & Harkness LLP and Ironside Capital Management LP with respect to the matters described herein. We ask that you review this letter carefully and contact us with any questions before executing it. We are, of course, happy to discuss any of these terms in greater detail at your convenience.

2. Identity of the Client

The Client for purposes of this engagement is Ironside Capital Management LP, a Delaware limited partnership (Delaware Division of Corporations LP File No. LP-2009-04817), with its principal office located at 680 Park Avenue, 34th Floor, New York, New York 10065.

In addition to Ironside Capital Management LP itself, the engagement extends to the following affiliated fund entities, each of which is a Delaware limited partnership managed by Ironside Capital Management LP as general partner or investment manager, to the extent necessary and appropriate to investigate, assert, and prosecute the claims contemplated by this engagement:

(a) Ironside Credit Opportunities Fund LP ("Fund I");

(b) Ironside Structured Alpha Fund LP ("Fund II"); and

All three fund vehicles identified above are Delaware limited partnerships for which Ironside Capital Management LP serves as investment manager and, through one or more affiliated general partner entities, exercises investment discretion and operational control. For the avoidance of doubt, references to the "Client" throughout this engagement letter shall be understood to include, as the context requires, Ironside Capital Management LP and each of Fund I, Fund II, and Fund III (collectively, the "Funds"). C&H's obligations of loyalty, confidentiality, and diligence extend to each of these entities to the same extent as they extend to Ironside Capital Management LP.

The Client's Delaware registered agent for service of process is Capitol Registered Agents Inc., located at 1209 Orange Street, Wilmington, Delaware 19801.

For purposes of day-to-day communications relating to this engagement, the primary client contact shall be Katherine Lim, General Counsel and Chief Compliance Officer of Ironside Capital Management LP. The secondary client contact shall be Elliot Brennan, Co-Founder, Managing Partner, and Chief Investment Officer of Ironside Capital Management LP. All material correspondence, invoices, and legal communications relating to this engagement will be directed to Ms. Lim in the first instance, with copies to Mr. Brennan as appropriate, unless the Client instructs otherwise in writing.

3. Scope of Engagement

3.1 Subject Matter

Calderwood & Harkness LLP is retained to investigate, pursue, and prosecute claims against Vantor Holdings Corp. arising from Vantor's systematic misvaluation of illiquid credit and structured-product positions across Fund I, Fund II, and Fund III during the period from the first quarter of 2021 (Q1 2021) through the third quarter of 2023 (Q3 2023) (the "Relevant Period"). Based on the information provided to date by the Client and the preliminary analysis conducted by C&H, these claims center on Vantor's material departure from the valuation methodologies and reporting standards prescribed under the governing agreements between the parties, resulting in the chronic overstatement of net asset values and the consequent distortion of performance figures, fee calculations, investor allocations, and related financial metrics.

The claims arise under, and relate to, the Master Fund Administration Agreement dated June 15, 2017 (FAA Reference No. VHC-ICM-2017-0615), as entered into by and between Vantor Holdings Corp., as fund administrator, and Ironside Capital Management LP, on behalf of itself and its managed fund vehicles (the "Fund Administration Agreement" or "FAA"). The FAA was subsequently amended by the First Amendment to the Master Fund Administration Agreement dated March 1, 2019, which added Fund III to the scope of administered fund vehicles and made certain related modifications, and by the Second Amendment to the Master Fund Administration Agreement dated June 10, 2022, which adjusted the fee schedule applicable to the fund administration services, confirmed the automatic renewal provisions of the FAA, and made certain other conforming changes.

Based on the preliminary investigation conducted to date, the anticipated causes of action to be asserted against Vantor include, without limitation, the following:

(a) Fraud (common law) — arising from Vantor's knowing and intentional misrepresentations regarding the valuation of illiquid credit and structured-product positions;

(b) Fraudulent concealment — arising from Vantor's deliberate concealment of material information regarding valuation discrepancies, internal override practices, and the inadequacy of its valuation infrastructure;

(c) Negligent misrepresentation — arising from Vantor's careless and unreasonable failure to exercise due care in the preparation and dissemination of valuation reports, net asset value calculations, and related financial data;

(d) Breach of contract — arising from Vantor's material breach of the Fund Administration Agreement, including its failure to perform fund administration and valuation services in accordance with the standards, methodologies, and procedures set forth therein;

(e) Breach of fiduciary duty — to the extent that Vantor's role as fund administrator gave rise to fiduciary obligations owed to Ironside and the Funds;

(f) Aiding and abetting fraud — to the extent that evidence developed during the investigation supports claims that Vantor aided and abetted fraudulent conduct by any of its officers, employees, or third-party affiliates;

(g) Unjust enrichment — arising from Vantor's receipt and retention of fees for fund administration and valuation services that were not performed in accordance with the governing agreements or applicable professional standards.

The foregoing list of anticipated causes of action is preliminary and non-exhaustive. Additional claims may be identified and asserted as the investigation progresses, and the Client and C&H will consult regarding the strategic advisability of pursuing any additional theories of liability.

Aggregate damages are preliminarily estimated at approximately $287 million in direct compensatory losses, plus consequential damages including but not limited to loss of management fees, loss of performance-based compensation, investor redemptions attributable to the valuation errors, reputational harm, and costs of remediation. This preliminary estimate is based on the initial findings of Harmon-Bryce Valuation Advisors LLC, which was retained by the Client prior to this engagement to conduct a preliminary review of the valuation discrepancies across the Funds during the Relevant Period. The Firm notes, and the Client acknowledges, that this figure is a preliminary estimate subject to revision as the investigation proceeds and additional facts are developed. No representation is made by C&H as to the ultimate amount of damages that may be recoverable.

3.2 Services Included

The scope of services to be provided by C&H in connection with this engagement includes, without limitation, the following:

(a) Pre-suit investigation and demand. C&H will conduct a thorough investigation of the facts and circumstances giving rise to the claims against Vantor, including a review of the Fund Administration Agreement and its amendments, valuation reports and supporting documentation, correspondence between the parties, internal memoranda and communications relating to the valuation process, and any other documents and information relevant to the claims. Following completion of the initial investigation, C&H will prepare and deliver a formal demand letter to Vantor on behalf of the Client, setting forth the nature of the claims and the damages sought.

(b) Negotiations and correspondence with Vantor and its counsel. C&H will conduct all negotiations and handle all correspondence with Vantor Holdings Corp. and its outside counsel, Whitfield, Dane & Corcoran LLP (200 South Biscayne Boulevard, Suite 3600, Miami, Florida 33131; lead partner: Gregory Dane), in connection with the claims. The Client should direct all communications from Vantor or its counsel to C&H and should refrain from engaging in substantive discussions with Vantor or its representatives without the involvement of C&H.

(c) Mediation and other alternative dispute resolution proceedings. C&H will represent the Client in any mediation, early neutral evaluation, or other alternative dispute resolution proceedings that the parties may agree to pursue, or that may be ordered by a court, prior to or during the course of litigation.

(d) Preparation, filing, and prosecution of litigation. C&H will prepare, file, and prosecute a civil action against Vantor on behalf of the Client in the Supreme Court of the State of New York, Commercial Division, New York County, or such other forum as may be determined to be strategically appropriate in consultation with the Client. This includes the preparation and filing of the initial complaint, any amended pleadings, and all related filings.

(e) Motion practice, discovery, depositions, trial preparation, and trial. C&H will handle all aspects of motion practice (including motions to dismiss, motions for summary judgment, and discovery-related motions), written and electronic discovery, depositions of fact and expert witnesses, trial preparation, and trial, as the matter progresses.

(f) Coordination with experts. C&H will coordinate and work closely with the Client's retained experts, including Harmon-Bryce Valuation Advisors LLC (valuation expert; lead expert: Dr. Lena Galbraith, CFA, ASA), as well as any forensic accounting experts to be retained during the course of the engagement, which may include Kessler Forensic Accounting Group PC or a comparable firm selected in consultation with the Client. C&H will oversee expert engagement, review expert reports, and prepare experts for deposition and trial testimony.

(g) Post-judgment enforcement proceedings. In the event that a judgment is obtained in favor of the Client, C&H will, if necessary and as directed by the Client, pursue post-judgment enforcement proceedings, including but not limited to judgment liens, asset discovery, garnishment, and other collection remedies.

3.3 Services Excluded

The scope of this engagement is expressly limited to the services described in Section 3.2 above. The following services are not included within the scope of this engagement:

(a) Regulatory compliance advice. C&H is not engaged to provide regulatory compliance advice, to prepare or file Form ADV amendments, Form PF amendments, or any other filings with the U.S. Securities and Exchange Commission ("SEC"), the Commodity Futures Trading Commission ("CFTC"), or any other regulatory body on behalf of Ironside or the Funds. All such regulatory compliance matters remain the sole responsibility of Ironside's in-house General Counsel and compliance function.

(b) Tax advice. C&H is not engaged to provide tax advice of any kind, including advice relating to the tax consequences of the claims, any settlement, or any judgment. The Client should consult its independent tax advisors with respect to any tax-related questions.

(c) Investor arbitrations or proceedings. C&H is not engaged to represent Ironside, the Funds, or any affiliated entity in any arbitrations, mediations, or other proceedings brought by limited partners, investors, or any other third parties. Such matters, if they arise, would require a separate engagement letter.

(d) Audit and financial statement matters. C&H is not engaged to audit, re-audit, or review any financial statements of Ironside or the Funds. All audit and financial reporting matters remain with the Client's independent auditor, Claremont & Strauss LLP (audit engagement partner: Howard Stein), and C&H's role is limited to coordination with the auditor as necessary in connection with the litigation.

(e) Other matters. Any expansion of the scope of this engagement beyond the services described in Section 3.2 must be agreed in writing by both C&H and the Client. C&H will not undertake any additional representation of the Client outside the scope of this letter without a separate written agreement.

4. Staffing

4.1 Engagement Team

The following attorneys have been assigned to serve as the core engagement team for this matter:

(a) Samuel Eklund — Responsible Partner, Litigation (General). Mr. Eklund is a partner in C&H's Litigation Department with over twenty-five years of experience representing institutional investors, asset managers, and financial institutions in complex commercial and securities disputes. Mr. Eklund will have overall responsibility for the strategic direction and supervision of this engagement and will serve as the primary relationship partner for the Client. He will participate in all significant strategic decisions, attend key court appearances and mediations, and maintain regular communication with the Client regarding the status and progress of the matter.

(b) Linda Osei — Billing Partner, Litigation (General). Ms. Osei is a partner in C&H's Litigation Department and will serve as the billing partner for this engagement. In that capacity, Ms. Osei will be responsible for fee arrangements, billing, and financial administration of the engagement, including the preparation and review of monthly invoices, monitoring of the retainer, and coordination with the Client regarding any billing inquiries or concerns.

(c) Yuki Nakamura — Lead Associate, Litigation (General). Ms. Nakamura is a senior associate in C&H's Litigation Department with substantial experience in complex commercial litigation, securities disputes, and financial product-related claims. Ms. Nakamura will serve as the day-to-day lead on all aspects of the matter, including legal research, drafting of pleadings and motions, discovery management, coordination with experts and vendors, and court appearances. She will be the primary point of contact for the Client's General Counsel on routine matters and status updates.

(d) Carlos Espinoza — Working Associate, Litigation (General). Mr. Espinoza is an associate in C&H's Litigation Department with experience in document-intensive commercial litigation and regulatory investigations. Mr. Espinoza will support the engagement team with legal research, document review, drafting, and discovery tasks, under the supervision of Ms. Nakamura and Mr. Eklund.

4.2 Additional Personnel

C&H may, from time to time, assign additional attorneys, paralegals, litigation support specialists, or other support staff to the engagement as necessary to ensure the efficient and effective prosecution of the matter. Assignments of additional personnel may be made in response to the volume and timing of discovery, motion practice, expert work, or trial preparation, among other factors. The Client will be notified of any additional personnel assigned to the matter, and the applicable billing rates for such personnel will be disclosed at the time of assignment.

Any material change in the composition of the core engagement team — including the departure of any of the individuals identified in Section 4.1 above from the engagement — will be communicated to the Client in advance, and the Client will have the opportunity to discuss and, if appropriate, approve any proposed replacement.

5. Billing Rates and Fee Structure

5.1 Hourly Rates

The Client will be billed for legal services on an hourly basis at the following rates, which are effective as of the date of this engagement letter:

In addition, paralegal and legal assistant time will be billed at rates ranging from $275.00 to $425.00 per hour, depending on the experience level and function of the individual paralegal or legal assistant assigned to the matter. The specific rate applicable to each paralegal or legal assistant will be reflected on the monthly invoice.

The foregoing rates are subject to periodic adjustment, which typically occurs on an annual basis effective January 1 of each calendar year. The Client will be notified in writing of any rate increases at least thirty (30) days in advance of the effective date of such increases. The Firm endeavors to keep rate increases within the range customary for major law firms in the New York market and consistent with the quality of services provided.

5.2 Billing Practices

Time expended on this engagement will be recorded by all timekeepers in increments of one-tenth (0.1) of an hour (i.e., six-minute increments). Each time entry will reflect the date the work was performed, the identity of the timekeeper, the amount of time expended, and a detailed description of the services rendered.

Invoices will be rendered on a monthly basis, typically within fifteen (15) business days following the close of each calendar month. Each invoice will include a detailed summary of the services performed during the billing period, the timekeepers involved, the time expended, the applicable rates, and a breakdown of disbursements and expenses, as described more fully in Section 7 below.

All invoices are due and payable within thirty (30) days of the date of invoice. If the Client has any questions regarding an invoice or disputes any charges, we ask that the Client contact Linda Osei or Samuel Eklund promptly so that we may address any concerns.

Interest on overdue amounts will accrue at the lesser of one percent (1.0%) per month (an annual percentage rate of 12%) or the maximum rate permitted by applicable law, computed from the date the payment was due until the date of actual receipt by C&H.

6. Retainer

The Client agrees to pay an evergreen retainer in the amount of Five Hundred Thousand Dollars ($500,000) (the "Retainer") upon execution of this engagement letter. Payment of the Retainer should be made by wire transfer in accordance with the instructions set forth in Enclosure 1 to this letter.

Upon receipt, the Retainer will be deposited in C&H's Interest on Lawyer Account ("IOLA") attorney trust account maintained at a federally insured banking institution in New York, New York, in compliance with all applicable trust account requirements under the New York Rules of Professional Conduct and the New York Judiciary Law.

The Retainer will be applied against professional fees and costs as they are incurred. Specifically, the amount of each monthly invoice will be drawn against the Retainer balance, and the Client will receive a statement reflecting the application and the remaining Retainer balance. The Client agrees to replenish the Retainer to its original balance of $500,000 within fifteen (15) days of any written request by C&H to do so. Such replenishment requests will be made when the Retainer balance falls below a threshold determined by C&H in its reasonable discretion, which C&H anticipates will generally be at or around $150,000.

Upon the conclusion of the engagement, whether by completion, termination, or withdrawal, any unused portion of the Retainer will be refunded to the Client within thirty (30) days of the final accounting, together with any accrued interest attributable to the Retainer funds, net of any outstanding fees, costs, or disbursements that remain unpaid.

The Retainer requirement described in this Section 6 may be modified, increased, or decreased by mutual written agreement of the parties at any time during the course of the engagement, taking into account the status of the litigation, the level of activity anticipated, and other relevant factors.

7. Expenses and Disbursements

In addition to professional fees for legal services, the Client will be responsible for reimbursement of all reasonable out-of-pocket expenses and disbursements incurred by C&H in connection with the engagement. Such expenses and disbursements include, but are not limited to, the following:

(a) Court filing fees, process service fees, and related litigation costs, including fees associated with the filing of the initial complaint, motions, and other court filings in the Supreme Court of the State of New York, Commercial Division, New York County, or any other forum in which proceedings are commenced;

(b) Mediation and arbitration fees, including fees payable to mediation service providers such as Brookstone ADR Services LLC or similar alternative dispute resolution organizations;

(c) Expert witness fees and expenses, including fees payable to Harmon-Bryce Valuation Advisors LLC (valuation expert), Kessler Forensic Accounting Group PC (forensic accounting expert, if retained), and any other experts retained in connection with this engagement. Expert fees may include retainer fees, hourly consulting fees, report preparation fees, deposition fees, and trial testimony fees, as well as the experts' reasonable travel and out-of-pocket expenses;

(d) Travel expenses, including transportation (airfare, train, car service), lodging, and meals incurred by C&H attorneys and staff in connection with court appearances, depositions, mediations, site inspections, meetings with the Client, or meetings with experts and witnesses, to the extent such travel is required outside of the New York metropolitan area or is otherwise reasonably necessary;

(e) Photocopying, printing, scanning, and document production costs, including costs incurred in connection with the production of documents in discovery and the preparation of court filings and trial exhibits;

(f) Electronic discovery costs, including fees for data collection, processing, hosting, review platform licensing, and production associated with electronically stored information. Such costs may include fees payable to DataVault Solutions Inc. or other e-discovery vendors selected in consultation with the Client;

(g) Messenger, courier, and overnight delivery charges, including charges for Severin Partners LLC, Halcyon Partners LLC, and similar services;

(h) Computerized legal research charges, including charges for Westmark Data Systems, Sundial Solutions, Cascade Services Inc., PACER, and other online legal research databases;

(i) Telephone and videoconference charges, including charges for long-distance calls, conference calls, and video conferencing services (e.g., Calderon Software, Northgate Data Systems) used in connection with the engagement;

(j) Transcript fees, including costs for court reporter services and deposition transcripts, as well as video recording of depositions; and

(k) Any other reasonable out-of-pocket expenses incurred by C&H in connection with the engagement and not otherwise specifically identified above.

All third-party expert and vendor engagement letters will be provided to the Client for review and approval prior to execution, unless exigent circumstances require immediate retention, in which case C&H will notify the Client as promptly as practicable and provide the engagement letter for ratification.

In order to promote transparency and facilitate the Client's budgeting and oversight, any individual expense item or category of expenses exceeding Twenty-Five Thousand Dollars ($25,000) in a single billing cycle will be specifically highlighted in the corresponding monthly invoice and will be discussed with the Client's designated contact. C&H will endeavor, where practicable, to obtain the Client's advance approval for anticipated large expenditures.

8. Conflict of Interest Disclosure

Calderwood & Harkness LLP has conducted a thorough conflicts review in accordance with the Firm's standard conflicts procedures. This review was completed as of October 28, 2023, and included a search of the Firm's conflicts database for all current and recent representations involving the parties, affiliated entities, and key individuals associated with this engagement.

Based on the results of this review, the Firm confirms the following:

(a) C&H does not currently represent Vantor Holdings Corp., or any of its current or former officers, directors, or senior executives, including without limitation Raymond Kettler (Chief Executive Officer), Susan Hargrove (Chief Financial Officer), Nathan Orris (General Counsel), Deepa Rajaram (Chief Operating Officer), or Timothy Falk (Senior Vice President, Fund Administration Services), in any matter whatsoever.

(b) C&H does not currently represent Whitfield, Dane & Corcoran LLP, Vantor's outside litigation counsel, or any of its partners or associates, in any matter.

(c) C&H does not currently represent Veltrano Mutual Insurance Co., which the Firm understands to be Vantor's directors' and officers' liability insurer, in any matter.

(d) C&H does not currently represent any party adverse to Ironside Capital Management LP, Fund I, Fund II, Fund III, or any other affiliated entity of the Client in any matter.

(e) The Firm has confirmed that no material conflict of interest exists with respect to the following related third parties identified during the conflicts review process: Claremont & Strauss LLP (Ironside's independent auditor), Northpoint Securities LLC, Meridian Investor Services LLC, Ashford Endowment Partners LP, and DataVault Solutions Inc. (anticipated e-discovery vendor).

A separate internal conflict check memorandum documenting the scope, methodology, and results of this review has been prepared and is maintained on file at the Firm in accordance with C&H's internal policies.

Notwithstanding the foregoing, the Client understands that potential conflicts of interest may arise during the course of a lengthy and complex engagement. In the event that a conflict of interest arises at any time during the engagement — whether involving a new representation of an adverse party, a positional conflict, or any other matter that could reasonably be perceived to affect C&H's ability to represent the Client — C&H will promptly notify the Client and take all appropriate steps to address the conflict, which may include, depending on the circumstances:

(i) implementing an ethical screen within the Firm;

(ii) seeking an informed written waiver from the affected parties, in accordance with Rule 1.7 and Rule 1.9 of the New York Rules of Professional Conduct; or

(iii) if the conflict is not capable of resolution by consent, withdrawing from the engagement in accordance with the applicable rules of professional conduct and any court orders then in effect.

9. Confidentiality and Privilege

All communications between C&H and the Client made in connection with this engagement, including oral and written communications, memoranda, reports, analyses, and any other materials prepared by or exchanged between the Firm and the Client for the purpose of rendering or seeking legal advice, are protected by the attorney-client privilege and, to the extent applicable, the work product doctrine, as recognized under the laws of the State of New York and applicable federal law.

C&H will maintain the confidentiality of all information received from the Client in connection with this engagement in accordance with Rule 1.6 of the New York Rules of Professional Conduct and all other applicable laws and regulations governing the confidentiality of attorney-client communications. C&H personnel will not disclose such information to any third party without the Client's prior written consent, except as required by law, court order, or the rules of professional conduct, or as reasonably necessary to carry out the purposes of the engagement (for example, disclosure to retained experts operating under an appropriate confidentiality agreement).

Litigation Hold. The Client acknowledges its obligation to preserve all documents and electronically stored information ("ESI") that are or may be relevant to the claims against Vantor Holdings Corp. The Client agrees to implement and maintain a comprehensive litigation hold on all such documents and ESI, commencing immediately upon execution of this engagement letter and continuing until such time as C&H advises in writing that the hold may be lifted. A separate, detailed litigation hold notice will be prepared by C&H and issued to the Client's key personnel, including without limitation Katherine Lim (General Counsel & CCO), Derek Holt (Head of Operations), and such other individuals as the Client and C&H identify as having custody or control of potentially relevant materials. The Client's compliance with the litigation hold is critically important and constitutes a legal obligation; failure to preserve relevant evidence may result in adverse consequences, including sanctions or adverse inference rulings.

Preservation of Privilege. The Client acknowledges that the attorney-client privilege may be waived, in whole or in part, if confidential communications between C&H and the Client are shared with third parties who are not within the scope of the attorney-client relationship or a recognized common-interest privilege. Accordingly, the Client should consult with C&H before disclosing any litigation-related communications, work product, or strategy discussions to any third parties, including, without limitation, limited partners or investors in the Funds, the Client's independent auditor (Claremont & Strauss LLP), regulators (including the SEC, CFTC, or FINRA), or other outside advisors, to ensure that appropriate measures are taken to protect the privilege.

10. Client Responsibilities

The success of this engagement will depend in significant part on the Client's cooperation and active participation. The Client agrees to fulfill the following responsibilities in connection with this engagement:

(a) Full cooperation. The Client agrees to cooperate fully with C&H in all aspects of the engagement, including providing timely access to documents, information, witnesses, and key personnel. Key personnel whose cooperation may be required include, without limitation: Elliot Brennan (Co-Founder, Managing Partner & CIO), Marguerite Dao (Senior Portfolio Manager), Rajiv Subramanian (Head of Risk), Katherine Lim (General Counsel & CCO), Derek Holt (Head of Operations), Priya Venkatesh (Controller), and Marcus Threadgill (Director of Investor Relations). C&H recognizes the demands on the Client's personnel and will endeavor to coordinate its requests in a manner that minimizes disruption to the Client's business operations.

(b) Prompt responses. The Client agrees to respond promptly to C&H's requests for information, documents, and approvals, understanding that delays in providing requested materials may adversely affect the progress and outcome of the engagement.

(c) Maintenance of litigation hold. The Client agrees to implement and maintain the litigation hold as directed by C&H, and to preserve all potentially relevant documents and electronically stored information in their current form and location, unless otherwise instructed by C&H.

(d) Communication of material developments. The Client agrees to keep C&H informed of any material developments relating to the claims against Vantor, including, without limitation, any communications received from Vantor or its counsel (Whitfield, Dane & Corcoran LLP), any regulatory inquiries or investigations relating to the subject matter of the engagement, and any actions or proceedings initiated by limited partners, investors, or other third parties in connection with the valuation issues at issue in this matter.

(e) Approval of significant strategic decisions. The Client retains ultimate decision-making authority with respect to all significant strategic decisions in this engagement, including, without limitation, decisions to initiate litigation, to accept or reject settlement offers, to engage in mediation or other alternative dispute resolution, and to withdraw claims. C&H will consult with the Client and obtain the Client's approval before taking any significant strategic action.

(f) Timely payment. The Client agrees to timely pay all invoices rendered by C&H and to maintain the Retainer in accordance with the terms set forth in Section 6 of this letter. The Client understands that C&H's ability to continue providing high-quality representation depends upon the Client's compliance with its financial obligations under this engagement.

11. Termination of Engagement

11.1 Termination by the Client

The Client may terminate this engagement at any time and for any reason upon written notice to C&H. Termination shall be effective upon C&H's receipt of such written notice. The Client is not required to provide a reason for the termination, and no penalty shall be imposed on account of the termination itself.

Upon termination by the Client, the Client will remain responsible for the payment of all fees and expenses incurred by C&H through the effective date of termination, including any fees and expenses for services rendered prior to termination but not yet invoiced. In addition, the Client will be responsible for any costs reasonably necessary to effect an orderly transition of the matter to successor counsel, including the cost of preparing and transferring files, preparing a status memorandum, and, if litigation is pending, taking such steps as may be required by the court to facilitate a substitution of counsel.

11.2 Termination by C&H

C&H may withdraw from the engagement for cause, in accordance with applicable rules of professional conduct, including but not limited to the following circumstances:

(a) The Client's failure to pay fees or expenses when due, or failure to replenish the Retainer as required by Section 6 of this letter, after reasonable notice and an opportunity to cure;

(b) The Client's failure to cooperate with C&H in the conduct of the engagement, including persistent failure to respond to requests for information, documents, or approvals, or failure to comply with the litigation hold;

(c) The existence of an irreconcilable conflict of interest that cannot be waived or otherwise resolved in accordance with the rules of professional conduct;

(d) The Client's insistence on a course of action that C&H reasonably believes to be contrary to law or inconsistent with the Firm's ethical obligations; or

(e) Any other circumstance that would make continued representation unreasonable or impracticable.

In the event that C&H determines that withdrawal is necessary, C&H will provide the Client with reasonable advance written notice of its intended withdrawal, specifying the grounds therefor, and will afford the Client a reasonable opportunity to cure any deficiency that gave rise to the withdrawal, where such cure is practicable. If litigation is pending, C&H will comply with all applicable court rules and procedures governing withdrawal of counsel, including any requirements for court approval, and will take reasonable steps to protect the Client's interests during the transition period.

11.3 Effect of Termination

Upon the termination of this engagement, whether by the Client or by C&H, the following provisions shall apply:

(a) C&H will promptly return to the Client all original documents provided by the Client during the course of the engagement.

(b) C&H will make available to the Client copies of all work product created by C&H during the engagement, including pleadings, memoranda, correspondence, research memoranda, deposition summaries, and expert-related materials, subject to the Client's satisfaction of all outstanding financial obligations to C&H.

(c) The provisions of Sections 5 (Billing Rates and Fee Structure), 6 (Retainer), 7 (Expenses and Disbursements), 9 (Confidentiality and Privilege), and 12 (Limitation of Liability and Indemnification) shall survive the termination of the engagement and shall remain in full force and effect.

12. Limitation of Liability and Indemnification

C&H's aggregate liability to the Client for any claim, cause of action, or demand arising out of or related to this engagement, whether based in contract, tort, negligence, or any other legal theory, shall not exceed the total amount of professional fees actually paid by the Client to C&H in connection with this engagement; provided, however, that this limitation shall not apply to claims arising from C&H's gross negligence, willful misconduct, or fraud. This limitation of liability reflects a reasonable allocation of risk between the parties in light of the nature and economics of the engagement.

The Client agrees to indemnify, defend, and hold harmless C&H, its partners, associates, employees, and agents from and against any and all third-party claims, liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or related to the Client's own actions, omissions, or conduct that are unrelated to C&H's provision of legal services under this engagement. This indemnification obligation does not extend to claims arising from C&H's negligence, breach of professional duty, or other wrongful conduct.

13. Governing Law and Dispute Resolution

This engagement letter and the attorney-client relationship between C&H and the Client shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to any choice-of-law or conflict-of-laws principles that might otherwise direct the application of the laws of another jurisdiction.

In the event that any dispute arises between C&H and the Client out of or relating to this engagement letter or the services provided hereunder, the parties agree that such dispute shall be submitted to confidential, binding arbitration before a single arbitrator in New York, New York, administered under the commercial arbitration rules of a mutually agreed-upon arbitration provider (such as the American Arbitration Association or JAMS), unless the parties agree otherwise in writing. The arbitrator shall be a retired judge or practicing attorney with substantial experience in legal fee disputes and professional responsibility matters. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

BOTH PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN CONNECTION WITH ANY DISPUTE ARISING OUT OF OR RELATING TO THIS ENGAGEMENT, WHETHER BASED IN CONTRACT, TORT, OR ANY OTHER LEGAL THEORY.

14. Miscellaneous Provisions

14.1 Entire Agreement

This engagement letter constitutes the entire agreement between C&H and the Client with respect to the engagement described herein and supersedes all prior and contemporaneous oral or written communications, proposals, negotiations, understandings, representations, and agreements between the parties relating to the subject matter hereof. Neither party has relied upon any statement, representation, or warranty not contained in this letter in entering into this engagement.

14.2 Amendments. This engagement letter may not be amended, modified, or supplemented except by a written instrument duly executed by both C&H and the Client. No oral modification shall be effective, and no waiver of any provision of this letter shall be deemed to constitute a waiver of any other provision or of the same provision on a future occasion.

14.3 No Guarantee of Outcome

The Client acknowledges and agrees that C&H makes no guarantee, warranty, or prediction regarding the outcome of this matter, including but not limited to the likelihood of success on the merits, the amount of damages or other relief that may be recovered, or the timeline for resolution. Any estimates of damages, assessments of the strength of claims or defenses, or projections of timelines that may have been provided by C&H, whether orally or in writing, during the course of preliminary discussions or otherwise, have been provided for informational purposes only and do not constitute a guarantee, promise, or representation of any particular outcome. The practice of law involves inherent uncertainties, and the Client understands that results depend on facts and legal developments that may be beyond the control of the Firm or the Client.

14.4 Electronic Communications

The Client consents to the use of unencrypted electronic mail (email) and other electronic means of communication (including, where appropriate, secure file-sharing platforms, video conferencing tools, and messaging applications) for purposes of this engagement. The Client understands and acknowledges that electronic communications carry inherent risks, including the risk of interception, unauthorized access, misdirection, or loss, despite reasonable security precautions. C&H employs commercially reasonable measures to protect the confidentiality of electronic communications but cannot guarantee the security of any communication transmitted electronically. The Client agrees that C&H shall not be liable for any breach of confidentiality resulting from the use of electronic communications, except to the extent caused by C&H's gross negligence or willful misconduct. If the Client wishes to communicate regarding particularly sensitive matters by means other than electronic mail (for example, by telephone, in-person meeting, or encrypted channel), the Client should so advise C&H.

14.5 Counterparts. This engagement letter may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Execution may be effected by manual signature on a physical copy of this letter or by electronic signature (including by Brightwater Software, Ashford Health IT, or similar platforms), and signatures transmitted by electronic mail in PDF or similar format shall be deemed original signatures for all purposes.

15. Acceptance and Execution

We are grateful for Ironside Capital Management LP's confidence in Calderwood & Harkness LLP, and we look forward to representing you in this important matter. We are committed to providing the highest quality of legal representation and to pursuing the Client's claims with diligence, vigor, and sound professional judgment.

Please confirm your acceptance of the terms set forth in this engagement letter by signing and returning the enclosed copy to the undersigned. If you have any questions or wish to discuss any aspect of this letter before signing, please do not hesitate to contact Samuel Eklund at (212) 554-8100 or samuel.eklund@calderwoodharkness.com or Linda Osei at (212) 554-8225 or linda.osei@calderwoodharkness.com.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Samuel Eklund

Title: Partner — Responsible Partner

Date: ________

By: ________

Name: Linda Osei

Title: Partner — Billing Partner

Date: ________

AGREED AND ACCEPTED:

IRONSIDE CAPITAL MANAGEMENT LP

By: ________

Name: Elliot Brennan

Title: Co-Founder, Managing Partner & Chief Investment Officer

Date: ________

ACKNOWLEDGED:

By: ________

Name: Katherine Lim

Title: General Counsel & Chief Compliance Officer

Date: ________

Enclosures:

1. Retainer wire instructions (C&H attorney trust account at Greaves Bancorp)

2. Form W-9 — Calderwood & Harkness LLP

Timekeeper	Role	Hourly Rate
Samuel Eklund	Partner	$1,475.00
Linda Osei	Partner	$1,350.00
Yuki Nakamura	Senior Associate	$875.00
Carlos Espinoza	Associate	$650.00

PRIVILEGED & CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION
CALDERWOOD & HARKNESS LLP Counsellors at Law
51 West 52nd Street, 40th Floor New York, New York 10019
Telephone: (212) 554-8000 Facsimile: (212) 554-8001 www.calderwoodharkness.com
November 1, 2023
Via Hand Delivery and Electronic Mail
Elliot Brennan Co-Founder, Managing Partner & Chief Investment Officer Ironside Capital Management LP 680 Park Avenue, 34th Floor New York, New York 10065
cc: Katherine Lim, General Counsel & Chief Compliance Officer Ironside Capital Management LP 680 Park Avenue, 34th Floor New York, New York 10065
Re: Engagement of Calderwood & Harkness LLP — Representation of Ironside Capital Management LP in Connection with Claims Against Vantor Holdings Corp.
Dear Mr. Brennan:
1. Introduction and Purpose of Letter
Calderwood & Harkness LLP ("C&H," "we," or the "Firm") is pleased to confirm its engagement by Ironside Capital Management LP ("Ironside," "ICM," or the "Client"), a Delaware limited partnership, to serve as outside litigation counsel in connection with claims arising from the conduct of Vantor Holdings Corp. ("Vantor" or "VHC"), a Delaware corporation with principal offices at 1400 Brickell Avenue, Suite 2200, Miami, Florida 33131. This engagement arises out of and relates to Vantor's systematic misvaluation of illiquid credit and structured-product positions held across certain investment fund vehicles managed by Ironside, as more fully described in Section 3 below.
This letter follows and memorializes the discussions held on October 12, October 19, and October 26, 2023, among Samuel Eklund, Partner at Calderwood & Harkness LLP (the "Responsible Partner"), and you and Katherine Lim, General Counsel and Chief Compliance Officer of Ironside Capital Management LP, regarding the nature, scope, and terms of the proposed engagement. During those discussions, the parties addressed the factual background giving rise to the claims, the anticipated legal theories, the preliminary damage estimates, and the staffing and economic terms that would govern the representation.
The purpose of this letter is to set forth the terms and conditions that will govern the attorney-client relationship between C&H and the Client throughout the course of this engagement. This letter, once countersigned by the Client in the space provided below, shall constitute a binding agreement between Calderwood & Harkness LLP and Ironside Capital Management LP with respect to the matters described herein. We ask that you review this letter carefully and contact us with any questions before executing it. We are, of course, happy to discuss any of these terms in greater detail at your convenience.
2. Identity of the Client
The Client for purposes of this engagement is Ironside Capital Management LP, a Delaware limited partnership (Delaware Division of Corporations LP File No. LP-2009-04817), with its principal office located at 680 Park Avenue, 34th Floor, New York, New York 10065.
In addition to Ironside Capital Management LP itself, the engagement extends to the following affiliated fund entities, each of which is a Delaware limited partnership managed by Ironside Capital Management LP as general partner or investment manager, to the extent necessary and appropriate to investigate, assert, and prosecute the claims contemplated by this engagement:
(a) Ironside Credit Opportunities Fund LP ("Fund I");
(b) Ironside Structured Alpha Fund LP ("Fund II"); and
(c) Ironside Special Situations Fund LP ("Fund III").
All three fund vehicles identified above are Delaware limited partnerships for which Ironside Capital Management LP serves as investment manager and, through one or more affiliated general partner entities, exercises investment discretion and operational control. For the avoidance of doubt, references to the "Client" throughout this engagement letter shall be understood to include, as the context requires, Ironside Capital Management LP and each of Fund I, Fund II, and Fund III (collectively, the "Funds"). C&H's obligations of loyalty, confidentiality, and diligence extend to each of these entities to the same extent as they extend to Ironside Capital Management LP.
The Client's Delaware registered agent for service of process is Capitol Registered Agents Inc., located at 1209 Orange Street, Wilmington, Delaware 19801.
For purposes of day-to-day communications relating to this engagement, the primary client contact shall be Katherine Lim, General Counsel and Chief Compliance Officer of Ironside Capital Management LP. The secondary client contact shall be Elliot Brennan, Co-Founder, Managing Partner, and Chief Investment Officer of Ironside Capital Management LP. All material correspondence, invoices, and legal communications relating to this engagement will be directed to Ms. Lim in the first instance, with copies to Mr. Brennan as appropriate, unless the Client instructs otherwise in writing.
3. Scope of Engagement
3.1 Subject Matter
Calderwood & Harkness LLP is retained to investigate, pursue, and prosecute claims against Vantor Holdings Corp. arising from Vantor's systematic misvaluation of illiquid credit and structured-product positions across Fund I, Fund II, and Fund III during the period from the first quarter of 2021 (Q1 2021) through the third quarter of 2023 (Q3 2023) (the "Relevant Period"). Based on the information provided to date by the Client and the preliminary analysis conducted by C&H, these claims center on Vantor's material departure from the valuation methodologies and reporting standards prescribed under the governing agreements between the parties, resulting in the chronic overstatement of net asset values and the consequent distortion of performance figures, fee calculations, investor allocations, and related financial metrics.
The claims arise under, and relate to, the Master Fund Administration Agreement dated June 15, 2017 (FAA Reference No. VHC-ICM-2017-0615), as entered into by and between Vantor Holdings Corp., as fund administrator, and Ironside Capital Management LP, on behalf of itself and its managed fund vehicles (the "Fund Administration Agreement" or "FAA"). The FAA was subsequently amended by the First Amendment to the Master Fund Administration Agreement dated March 1, 2019, which added Fund III to the scope of administered fund vehicles and made certain related modifications, and by the Second Amendment to the Master Fund Administration Agreement dated June 10, 2022, which adjusted the fee schedule applicable to the fund administration services, confirmed the automatic renewal provisions of the FAA, and made certain other conforming changes.
Based on the preliminary investigation conducted to date, the anticipated causes of action to be asserted against Vantor include, without limitation, the following:
(a) Fraud (common law) — arising from Vantor's knowing and intentional misrepresentations regarding the valuation of illiquid credit and structured-product positions;
(b) Fraudulent concealment — arising from Vantor's deliberate concealment of material information regarding valuation discrepancies, internal override practices, and the inadequacy of its valuation infrastructure;
(c) Negligent misrepresentation — arising from Vantor's careless and unreasonable failure to exercise due care in the preparation and dissemination of valuation reports, net asset value calculations, and related financial data;
(d) Breach of contract — arising from Vantor's material breach of the Fund Administration Agreement, including its failure to perform fund administration and valuation services in accordance with the standards, methodologies, and procedures set forth therein;
(e) Breach of fiduciary duty — to the extent that Vantor's role as fund administrator gave rise to fiduciary obligations owed to Ironside and the Funds;
(f) Aiding and abetting fraud — to the extent that evidence developed during the investigation supports claims that Vantor aided and abetted fraudulent conduct by any of its officers, employees, or third-party affiliates;
(g) Unjust enrichment — arising from Vantor's receipt and retention of fees for fund administration and valuation services that were not performed in accordance with the governing agreements or applicable professional standards.
The foregoing list of anticipated causes of action is preliminary and non-exhaustive. Additional claims may be identified and asserted as the investigation progresses, and the Client and C&H will consult regarding the strategic advisability of pursuing any additional theories of liability.
Aggregate damages are preliminarily estimated at approximately $287 million in direct compensatory losses, plus consequential damages including but not limited to loss of management fees, loss of performance-based compensation, investor redemptions attributable to the valuation errors, reputational harm, and costs of remediation. This preliminary estimate is based on the initial findings of Harmon-Bryce Valuation Advisors LLC, which was retained by the Client prior to this engagement to conduct a preliminary review of the valuation discrepancies across the Funds during the Relevant Period. The Firm notes, and the Client acknowledges, that this figure is a preliminary estimate subject to revision as the investigation proceeds and additional facts are developed. No representation is made by C&H as to the ultimate amount of damages that may be recoverable.
3.2 Services Included
The scope of services to be provided by C&H in connection with this engagement includes, without limitation, the following:
(a) Pre-suit investigation and demand. C&H will conduct a thorough investigation of the facts and circumstances giving rise to the claims against Vantor, including a review of the Fund Administration Agreement and its amendments, valuation reports and supporting documentation, correspondence between the parties, internal memoranda and communications relating to the valuation process, and any other documents and information relevant to the claims. Following completion of the initial investigation, C&H will prepare and deliver a formal demand letter to Vantor on behalf of the Client, setting forth the nature of the claims and the damages sought.
(b) Negotiations and correspondence with Vantor and its counsel. C&H will conduct all negotiations and handle all correspondence with Vantor Holdings Corp. and its outside counsel, Whitfield, Dane & Corcoran LLP (200 South Biscayne Boulevard, Suite 3600, Miami, Florida 33131; lead partner: Gregory Dane), in connection with the claims. The Client should direct all communications from Vantor or its counsel to C&H and should refrain from engaging in substantive discussions with Vantor or its representatives without the involvement of C&H.
(c) Mediation and other alternative dispute resolution proceedings. C&H will represent the Client in any mediation, early neutral evaluation, or other alternative dispute resolution proceedings that the parties may agree to pursue, or that may be ordered by a court, prior to or during the course of litigation.
(d) Preparation, filing, and prosecution of litigation. C&H will prepare, file, and prosecute a civil action against Vantor on behalf of the Client in the Supreme Court of the State of New York, Commercial Division, New York County, or such other forum as may be determined to be strategically appropriate in consultation with the Client. This includes the preparation and filing of the initial complaint, any amended pleadings, and all related filings.
(e) Motion practice, discovery, depositions, trial preparation, and trial. C&H will handle all aspects of motion practice (including motions to dismiss, motions for summary judgment, and discovery-related motions), written and electronic discovery, depositions of fact and expert witnesses, trial preparation, and trial, as the matter progresses.
(f) Coordination with experts. C&H will coordinate and work closely with the Client's retained experts, including Harmon-Bryce Valuation Advisors LLC (valuation expert; lead expert: Dr. Lena Galbraith, CFA, ASA), as well as any forensic accounting experts to be retained during the course of the engagement, which may include Kessler Forensic Accounting Group PC or a comparable firm selected in consultation with the Client. C&H will oversee expert engagement, review expert reports, and prepare experts for deposition and trial testimony.
(g) Post-judgment enforcement proceedings. In the event that a judgment is obtained in favor of the Client, C&H will, if necessary and as directed by the Client, pursue post-judgment enforcement proceedings, including but not limited to judgment liens, asset discovery, garnishment, and other collection remedies.
3.3 Services Excluded
The scope of this engagement is expressly limited to the services described in Section 3.2 above. The following services are not included within the scope of this engagement:
(a) Regulatory compliance advice. C&H is not engaged to provide regulatory compliance advice, to prepare or file Form ADV amendments, Form PF amendments, or any other filings with the U.S. Securities and Exchange Commission ("SEC"), the Commodity Futures Trading Commission ("CFTC"), or any other regulatory body on behalf of Ironside or the Funds. All such regulatory compliance matters remain the sole responsibility of Ironside's in-house General Counsel and compliance function.
(b) Tax advice. C&H is not engaged to provide tax advice of any kind, including advice relating to the tax consequences of the claims, any settlement, or any judgment. The Client should consult its independent tax advisors with respect to any tax-related questions.
(c) Investor arbitrations or proceedings. C&H is not engaged to represent Ironside, the Funds, or any affiliated entity in any arbitrations, mediations, or other proceedings brought by limited partners, investors, or any other third parties. Such matters, if they arise, would require a separate engagement letter.
(d) Audit and financial statement matters. C&H is not engaged to audit, re-audit, or review any financial statements of Ironside or the Funds. All audit and financial reporting matters remain with the Client's independent auditor, Claremont & Strauss LLP (audit engagement partner: Howard Stein), and C&H's role is limited to coordination with the auditor as necessary in connection with the litigation.
(e) Other matters. Any expansion of the scope of this engagement beyond the services described in Section 3.2 must be agreed in writing by both C&H and the Client. C&H will not undertake any additional representation of the Client outside the scope of this letter without a separate written agreement.
4. Staffing
4.1 Engagement Team
The following attorneys have been assigned to serve as the core engagement team for this matter:
(a) Samuel Eklund — Responsible Partner, Litigation (General). Mr. Eklund is a partner in C&H's Litigation Department with over twenty-five years of experience representing institutional investors, asset managers, and financial institutions in complex commercial and securities disputes. Mr. Eklund will have overall responsibility for the strategic direction and supervision of this engagement and will serve as the primary relationship partner for the Client. He will participate in all significant strategic decisions, attend key court appearances and mediations, and maintain regular communication with the Client regarding the status and progress of the matter.
(b) Linda Osei — Billing Partner, Litigation (General). Ms. Osei is a partner in C&H's Litigation Department and will serve as the billing partner for this engagement. In that capacity, Ms. Osei will be responsible for fee arrangements, billing, and financial administration of the engagement, including the preparation and review of monthly invoices, monitoring of the retainer, and coordination with the Client regarding any billing inquiries or concerns.
(c) Yuki Nakamura — Lead Associate, Litigation (General). Ms. Nakamura is a senior associate in C&H's Litigation Department with substantial experience in complex commercial litigation, securities disputes, and financial product-related claims. Ms. Nakamura will serve as the day-to-day lead on all aspects of the matter, including legal research, drafting of pleadings and motions, discovery management, coordination with experts and vendors, and court appearances. She will be the primary point of contact for the Client's General Counsel on routine matters and status updates.
(d) Carlos Espinoza — Working Associate, Litigation (General). Mr. Espinoza is an associate in C&H's Litigation Department with experience in document-intensive commercial litigation and regulatory investigations. Mr. Espinoza will support the engagement team with legal research, document review, drafting, and discovery tasks, under the supervision of Ms. Nakamura and Mr. Eklund.
4.2 Additional Personnel
C&H may, from time to time, assign additional attorneys, paralegals, litigation support specialists, or other support staff to the engagement as necessary to ensure the efficient and effective prosecution of the matter. Assignments of additional personnel may be made in response to the volume and timing of discovery, motion practice, expert work, or trial preparation, among other factors. The Client will be notified of any additional personnel assigned to the matter, and the applicable billing rates for such personnel will be disclosed at the time of assignment.
Any material change in the composition of the core engagement team — including the departure of any of the individuals identified in Section 4.1 above from the engagement — will be communicated to the Client in advance, and the Client will have the opportunity to discuss and, if appropriate, approve any proposed replacement.
5. Billing Rates and Fee Structure
5.1 Hourly Rates
The Client will be billed for legal services on an hourly basis at the following rates, which are effective as of the date of this engagement letter:
In addition, paralegal and legal assistant time will be billed at rates ranging from $275.00 to $425.00 per hour, depending on the experience level and function of the individual paralegal or legal assistant assigned to the matter. The specific rate applicable to each paralegal or legal assistant will be reflected on the monthly invoice.
The foregoing rates are subject to periodic adjustment, which typically occurs on an annual basis effective January 1 of each calendar year. The Client will be notified in writing of any rate increases at least thirty (30) days in advance of the effective date of such increases. The Firm endeavors to keep rate increases within the range customary for major law firms in the New York market and consistent with the quality of services provided.
5.2 Billing Practices
Time expended on this engagement will be recorded by all timekeepers in increments of one-tenth (0.1) of an hour (i.e., six-minute increments). Each time entry will reflect the date the work was performed, the identity of the timekeeper, the amount of time expended, and a detailed description of the services rendered.
Invoices will be rendered on a monthly basis, typically within fifteen (15) business days following the close of each calendar month. Each invoice will include a detailed summary of the services performed during the billing period, the timekeepers involved, the time expended, the applicable rates, and a breakdown of disbursements and expenses, as described more fully in Section 7 below.
All invoices are due and payable within thirty (30) days of the date of invoice. If the Client has any questions regarding an invoice or disputes any charges, we ask that the Client contact Linda Osei or Samuel Eklund promptly so that we may address any concerns.
Interest on overdue amounts will accrue at the lesser of one percent (1.0%) per month (an annual percentage rate of 12%) or the maximum rate permitted by applicable law, computed from the date the payment was due until the date of actual receipt by C&H.
6. Retainer
The Client agrees to pay an evergreen retainer in the amount of Five Hundred Thousand Dollars ($500,000) (the "Retainer") upon execution of this engagement letter. Payment of the Retainer should be made by wire transfer in accordance with the instructions set forth in Enclosure 1 to this letter.
Upon receipt, the Retainer will be deposited in C&H's Interest on Lawyer Account ("IOLA") attorney trust account maintained at a federally insured banking institution in New York, New York, in compliance with all applicable trust account requirements under the New York Rules of Professional Conduct and the New York Judiciary Law.
The Retainer will be applied against professional fees and costs as they are incurred. Specifically, the amount of each monthly invoice will be drawn against the Retainer balance, and the Client will receive a statement reflecting the application and the remaining Retainer balance. The Client agrees to replenish the Retainer to its original balance of $500,000 within fifteen (15) days of any written request by C&H to do so. Such replenishment requests will be made when the Retainer balance falls below a threshold determined by C&H in its reasonable discretion, which C&H anticipates will generally be at or around $150,000.
Upon the conclusion of the engagement, whether by completion, termination, or withdrawal, any unused portion of the Retainer will be refunded to the Client within thirty (30) days of the final accounting, together with any accrued interest attributable to the Retainer funds, net of any outstanding fees, costs, or disbursements that remain unpaid.
The Retainer requirement described in this Section 6 may be modified, increased, or decreased by mutual written agreement of the parties at any time during the course of the engagement, taking into account the status of the litigation, the level of activity anticipated, and other relevant factors.
7. Expenses and Disbursements
In addition to professional fees for legal services, the Client will be responsible for reimbursement of all reasonable out-of-pocket expenses and disbursements incurred by C&H in connection with the engagement. Such expenses and disbursements include, but are not limited to, the following:
(a) Court filing fees, process service fees, and related litigation costs, including fees associated with the filing of the initial complaint, motions, and other court filings in the Supreme Court of the State of New York, Commercial Division, New York County, or any other forum in which proceedings are commenced;
(b) Mediation and arbitration fees, including fees payable to mediation service providers such as Brookstone ADR Services LLC or similar alternative dispute resolution organizations;
(c) Expert witness fees and expenses, including fees payable to Harmon-Bryce Valuation Advisors LLC (valuation expert), Kessler Forensic Accounting Group PC (forensic accounting expert, if retained), and any other experts retained in connection with this engagement. Expert fees may include retainer fees, hourly consulting fees, report preparation fees, deposition fees, and trial testimony fees, as well as the experts' reasonable travel and out-of-pocket expenses;
(d) Travel expenses, including transportation (airfare, train, car service), lodging, and meals incurred by C&H attorneys and staff in connection with court appearances, depositions, mediations, site inspections, meetings with the Client, or meetings with experts and witnesses, to the extent such travel is required outside of the New York metropolitan area or is otherwise reasonably necessary;
(e) Photocopying, printing, scanning, and document production costs, including costs incurred in connection with the production of documents in discovery and the preparation of court filings and trial exhibits;
(f) Electronic discovery costs, including fees for data collection, processing, hosting, review platform licensing, and production associated with electronically stored information. Such costs may include fees payable to DataVault Solutions Inc. or other e-discovery vendors selected in consultation with the Client;
(g) Messenger, courier, and overnight delivery charges, including charges for Severin Partners LLC, Halcyon Partners LLC, and similar services;
(h) Computerized legal research charges, including charges for Westmark Data Systems, Sundial Solutions, Cascade Services Inc., PACER, and other online legal research databases;
(i) Telephone and videoconference charges, including charges for long-distance calls, conference calls, and video conferencing services (e.g., Calderon Software, Northgate Data Systems) used in connection with the engagement;
(j) Transcript fees, including costs for court reporter services and deposition transcripts, as well as video recording of depositions; and
(k) Any other reasonable out-of-pocket expenses incurred by C&H in connection with the engagement and not otherwise specifically identified above.
All third-party expert and vendor engagement letters will be provided to the Client for review and approval prior to execution, unless exigent circumstances require immediate retention, in which case C&H will notify the Client as promptly as practicable and provide the engagement letter for ratification.
In order to promote transparency and facilitate the Client's budgeting and oversight, any individual expense item or category of expenses exceeding Twenty-Five Thousand Dollars ($25,000) in a single billing cycle will be specifically highlighted in the corresponding monthly invoice and will be discussed with the Client's designated contact. C&H will endeavor, where practicable, to obtain the Client's advance approval for anticipated large expenditures.
8. Conflict of Interest Disclosure
Calderwood & Harkness LLP has conducted a thorough conflicts review in accordance with the Firm's standard conflicts procedures. This review was completed as of October 28, 2023, and included a search of the Firm's conflicts database for all current and recent representations involving the parties, affiliated entities, and key individuals associated with this engagement.
Based on the results of this review, the Firm confirms the following:
(a) C&H does not currently represent Vantor Holdings Corp., or any of its current or former officers, directors, or senior executives, including without limitation Raymond Kettler (Chief Executive Officer), Susan Hargrove (Chief Financial Officer), Nathan Orris (General Counsel), Deepa Rajaram (Chief Operating Officer), or Timothy Falk (Senior Vice President, Fund Administration Services), in any matter whatsoever.
(b) C&H does not currently represent Whitfield, Dane & Corcoran LLP, Vantor's outside litigation counsel, or any of its partners or associates, in any matter.
(c) C&H does not currently represent Veltrano Mutual Insurance Co., which the Firm understands to be Vantor's directors' and officers' liability insurer, in any matter.
(d) C&H does not currently represent any party adverse to Ironside Capital Management LP, Fund I, Fund II, Fund III, or any other affiliated entity of the Client in any matter.
(e) The Firm has confirmed that no material conflict of interest exists with respect to the following related third parties identified during the conflicts review process: Claremont & Strauss LLP (Ironside's independent auditor), Northpoint Securities LLC, Meridian Investor Services LLC, Ashford Endowment Partners LP, and DataVault Solutions Inc. (anticipated e-discovery vendor).
A separate internal conflict check memorandum documenting the scope, methodology, and results of this review has been prepared and is maintained on file at the Firm in accordance with C&H's internal policies.
Notwithstanding the foregoing, the Client understands that potential conflicts of interest may arise during the course of a lengthy and complex engagement. In the event that a conflict of interest arises at any time during the engagement — whether involving a new representation of an adverse party, a positional conflict, or any other matter that could reasonably be perceived to affect C&H's ability to represent the Client — C&H will promptly notify the Client and take all appropriate steps to address the conflict, which may include, depending on the circumstances:
(i) implementing an ethical screen within the Firm;
(ii) seeking an informed written waiver from the affected parties, in accordance with Rule 1.7 and Rule 1.9 of the New York Rules of Professional Conduct; or
(iii) if the conflict is not capable of resolution by consent, withdrawing from the engagement in accordance with the applicable rules of professional conduct and any court orders then in effect.
9. Confidentiality and Privilege
All communications between C&H and the Client made in connection with this engagement, including oral and written communications, memoranda, reports, analyses, and any other materials prepared by or exchanged between the Firm and the Client for the purpose of rendering or seeking legal advice, are protected by the attorney-client privilege and, to the extent applicable, the work product doctrine, as recognized under the laws of the State of New York and applicable federal law.
C&H will maintain the confidentiality of all information received from the Client in connection with this engagement in accordance with Rule 1.6 of the New York Rules of Professional Conduct and all other applicable laws and regulations governing the confidentiality of attorney-client communications. C&H personnel will not disclose such information to any third party without the Client's prior written consent, except as required by law, court order, or the rules of professional conduct, or as reasonably necessary to carry out the purposes of the engagement (for example, disclosure to retained experts operating under an appropriate confidentiality agreement).
Litigation Hold. The Client acknowledges its obligation to preserve all documents and electronically stored information ("ESI") that are or may be relevant to the claims against Vantor Holdings Corp. The Client agrees to implement and maintain a comprehensive litigation hold on all such documents and ESI, commencing immediately upon execution of this engagement letter and continuing until such time as C&H advises in writing that the hold may be lifted. A separate, detailed litigation hold notice will be prepared by C&H and issued to the Client's key personnel, including without limitation Katherine Lim (General Counsel & CCO), Derek Holt (Head of Operations), and such other individuals as the Client and C&H identify as having custody or control of potentially relevant materials. The Client's compliance with the litigation hold is critically important and constitutes a legal obligation; failure to preserve relevant evidence may result in adverse consequences, including sanctions or adverse inference rulings.
Preservation of Privilege. The Client acknowledges that the attorney-client privilege may be waived, in whole or in part, if confidential communications between C&H and the Client are shared with third parties who are not within the scope of the attorney-client relationship or a recognized common-interest privilege. Accordingly, the Client should consult with C&H before disclosing any litigation-related communications, work product, or strategy discussions to any third parties, including, without limitation, limited partners or investors in the Funds, the Client's independent auditor (Claremont & Strauss LLP), regulators (including the SEC, CFTC, or FINRA), or other outside advisors, to ensure that appropriate measures are taken to protect the privilege.
10. Client Responsibilities
The success of this engagement will depend in significant part on the Client's cooperation and active participation. The Client agrees to fulfill the following responsibilities in connection with this engagement:
(a) Full cooperation. The Client agrees to cooperate fully with C&H in all aspects of the engagement, including providing timely access to documents, information, witnesses, and key personnel. Key personnel whose cooperation may be required include, without limitation: Elliot Brennan (Co-Founder, Managing Partner & CIO), Marguerite Dao (Senior Portfolio Manager), Rajiv Subramanian (Head of Risk), Katherine Lim (General Counsel & CCO), Derek Holt (Head of Operations), Priya Venkatesh (Controller), and Marcus Threadgill (Director of Investor Relations). C&H recognizes the demands on the Client's personnel and will endeavor to coordinate its requests in a manner that minimizes disruption to the Client's business operations.
(b) Prompt responses. The Client agrees to respond promptly to C&H's requests for information, documents, and approvals, understanding that delays in providing requested materials may adversely affect the progress and outcome of the engagement.
(c) Maintenance of litigation hold. The Client agrees to implement and maintain the litigation hold as directed by C&H, and to preserve all potentially relevant documents and electronically stored information in their current form and location, unless otherwise instructed by C&H.
(d) Communication of material developments. The Client agrees to keep C&H informed of any material developments relating to the claims against Vantor, including, without limitation, any communications received from Vantor or its counsel (Whitfield, Dane & Corcoran LLP), any regulatory inquiries or investigations relating to the subject matter of the engagement, and any actions or proceedings initiated by limited partners, investors, or other third parties in connection with the valuation issues at issue in this matter.
(e) Approval of significant strategic decisions. The Client retains ultimate decision-making authority with respect to all significant strategic decisions in this engagement, including, without limitation, decisions to initiate litigation, to accept or reject settlement offers, to engage in mediation or other alternative dispute resolution, and to withdraw claims. C&H will consult with the Client and obtain the Client's approval before taking any significant strategic action.
(f) Timely payment. The Client agrees to timely pay all invoices rendered by C&H and to maintain the Retainer in accordance with the terms set forth in Section 6 of this letter. The Client understands that C&H's ability to continue providing high-quality representation depends upon the Client's compliance with its financial obligations under this engagement.
11. Termination of Engagement
11.1 Termination by the Client
The Client may terminate this engagement at any time and for any reason upon written notice to C&H. Termination shall be effective upon C&H's receipt of such written notice. The Client is not required to provide a reason for the termination, and no penalty shall be imposed on account of the termination itself.
Upon termination by the Client, the Client will remain responsible for the payment of all fees and expenses incurred by C&H through the effective date of termination, including any fees and expenses for services rendered prior to termination but not yet invoiced. In addition, the Client will be responsible for any costs reasonably necessary to effect an orderly transition of the matter to successor counsel, including the cost of preparing and transferring files, preparing a status memorandum, and, if litigation is pending, taking such steps as may be required by the court to facilitate a substitution of counsel.
11.2 Termination by C&H
C&H may withdraw from the engagement for cause, in accordance with applicable rules of professional conduct, including but not limited to the following circumstances:
(a) The Client's failure to pay fees or expenses when due, or failure to replenish the Retainer as required by Section 6 of this letter, after reasonable notice and an opportunity to cure;
(b) The Client's failure to cooperate with C&H in the conduct of the engagement, including persistent failure to respond to requests for information, documents, or approvals, or failure to comply with the litigation hold;
(c) The existence of an irreconcilable conflict of interest that cannot be waived or otherwise resolved in accordance with the rules of professional conduct;
(d) The Client's insistence on a course of action that C&H reasonably believes to be contrary to law or inconsistent with the Firm's ethical obligations; or
(e) Any other circumstance that would make continued representation unreasonable or impracticable.
In the event that C&H determines that withdrawal is necessary, C&H will provide the Client with reasonable advance written notice of its intended withdrawal, specifying the grounds therefor, and will afford the Client a reasonable opportunity to cure any deficiency that gave rise to the withdrawal, where such cure is practicable. If litigation is pending, C&H will comply with all applicable court rules and procedures governing withdrawal of counsel, including any requirements for court approval, and will take reasonable steps to protect the Client's interests during the transition period.
11.3 Effect of Termination
Upon the termination of this engagement, whether by the Client or by C&H, the following provisions shall apply:
(a) C&H will promptly return to the Client all original documents provided by the Client during the course of the engagement.
(b) C&H will make available to the Client copies of all work product created by C&H during the engagement, including pleadings, memoranda, correspondence, research memoranda, deposition summaries, and expert-related materials, subject to the Client's satisfaction of all outstanding financial obligations to C&H.
(c) The provisions of Sections 5 (Billing Rates and Fee Structure), 6 (Retainer), 7 (Expenses and Disbursements), 9 (Confidentiality and Privilege), and 12 (Limitation of Liability and Indemnification) shall survive the termination of the engagement and shall remain in full force and effect.
12. Limitation of Liability and Indemnification
C&H's aggregate liability to the Client for any claim, cause of action, or demand arising out of or related to this engagement, whether based in contract, tort, negligence, or any other legal theory, shall not exceed the total amount of professional fees actually paid by the Client to C&H in connection with this engagement; provided, however, that this limitation shall not apply to claims arising from C&H's gross negligence, willful misconduct, or fraud. This limitation of liability reflects a reasonable allocation of risk between the parties in light of the nature and economics of the engagement.
The Client agrees to indemnify, defend, and hold harmless C&H, its partners, associates, employees, and agents from and against any and all third-party claims, liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or related to the Client's own actions, omissions, or conduct that are unrelated to C&H's provision of legal services under this engagement. This indemnification obligation does not extend to claims arising from C&H's negligence, breach of professional duty, or other wrongful conduct.
13. Governing Law and Dispute Resolution
This engagement letter and the attorney-client relationship between C&H and the Client shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to any choice-of-law or conflict-of-laws principles that might otherwise direct the application of the laws of another jurisdiction.
In the event that any dispute arises between C&H and the Client out of or relating to this engagement letter or the services provided hereunder, the parties agree that such dispute shall be submitted to confidential, binding arbitration before a single arbitrator in New York, New York, administered under the commercial arbitration rules of a mutually agreed-upon arbitration provider (such as the American Arbitration Association or JAMS), unless the parties agree otherwise in writing. The arbitrator shall be a retired judge or practicing attorney with substantial experience in legal fee disputes and professional responsibility matters. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
BOTH PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN CONNECTION WITH ANY DISPUTE ARISING OUT OF OR RELATING TO THIS ENGAGEMENT, WHETHER BASED IN CONTRACT, TORT, OR ANY OTHER LEGAL THEORY.
14. Miscellaneous Provisions
14.1 Entire Agreement
This engagement letter constitutes the entire agreement between C&H and the Client with respect to the engagement described herein and supersedes all prior and contemporaneous oral or written communications, proposals, negotiations, understandings, representations, and agreements between the parties relating to the subject matter hereof. Neither party has relied upon any statement, representation, or warranty not contained in this letter in entering into this engagement.
14.2 Amendments.  This engagement letter may not be amended, modified, or supplemented except by a written instrument duly executed by both C&H and the Client. No oral modification shall be effective, and no waiver of any provision of this letter shall be deemed to constitute a waiver of any other provision or of the same provision on a future occasion.
14.3 No Guarantee of Outcome
The Client acknowledges and agrees that C&H makes no guarantee, warranty, or prediction regarding the outcome of this matter, including but not limited to the likelihood of success on the merits, the amount of damages or other relief that may be recovered, or the timeline for resolution. Any estimates of damages, assessments of the strength of claims or defenses, or projections of timelines that may have been provided by C&H, whether orally or in writing, during the course of preliminary discussions or otherwise, have been provided for informational purposes only and do not constitute a guarantee, promise, or representation of any particular outcome. The practice of law involves inherent uncertainties, and the Client understands that results depend on facts and legal developments that may be beyond the control of the Firm or the Client.
14.4 Electronic Communications
The Client consents to the use of unencrypted electronic mail (email) and other electronic means of communication (including, where appropriate, secure file-sharing platforms, video conferencing tools, and messaging applications) for purposes of this engagement. The Client understands and acknowledges that electronic communications carry inherent risks, including the risk of interception, unauthorized access, misdirection, or loss, despite reasonable security precautions. C&H employs commercially reasonable measures to protect the confidentiality of electronic communications but cannot guarantee the security of any communication transmitted electronically. The Client agrees that C&H shall not be liable for any breach of confidentiality resulting from the use of electronic communications, except to the extent caused by C&H's gross negligence or willful misconduct. If the Client wishes to communicate regarding particularly sensitive matters by means other than electronic mail (for example, by telephone, in-person meeting, or encrypted channel), the Client should so advise C&H.
14.5 Counterparts.  This engagement letter may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Execution may be effected by manual signature on a physical copy of this letter or by electronic signature (including by Brightwater Software, Ashford Health IT, or similar platforms), and signatures transmitted by electronic mail in PDF or similar format shall be deemed original signatures for all purposes.
15. Acceptance and Execution
We are grateful for Ironside Capital Management LP's confidence in Calderwood & Harkness LLP, and we look forward to representing you in this important matter. We are committed to providing the highest quality of legal representation and to pursuing the Client's claims with diligence, vigor, and sound professional judgment.
Please confirm your acceptance of the terms set forth in this engagement letter by signing and returning the enclosed copy to the undersigned. If you have any questions or wish to discuss any aspect of this letter before signing, please do not hesitate to contact Samuel Eklund at (212) 554-8100 or samuel.eklund@calderwoodharkness.com or Linda Osei at (212) 554-8225 or linda.osei@calderwoodharkness.com.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Samuel Eklund
Title: Partner — Responsible Partner
Date: ________
By: ________
Name: Linda Osei
Title: Partner — Billing Partner
Date: ________
AGREED AND ACCEPTED:
IRONSIDE CAPITAL MANAGEMENT LP
By: ________
Name: Elliot Brennan
Title: Co-Founder, Managing Partner & Chief Investment Officer
Date: ________
ACKNOWLEDGED:
By: ________
Name: Katherine Lim
Title: General Counsel & Chief Compliance Officer
Date: ________
Enclosures:
1.  Retainer wire instructions (C&H attorney trust account at Greaves Bancorp)
2.  Form W-9 — Calderwood & Harkness LLP
Timekeeper | Role | Hourly Rate
Samuel Eklund | Partner | $1,475.00
Linda Osei | Partner | $1,350.00
Yuki Nakamura | Senior Associate | $875.00
Carlos Espinoza | Associate | $650.00

PRIVILEGED & CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION

CALDERWOOD & HARKNESS LLP

AGREED AND ACCEPTED:

IRONSIDE CAPITAL MANAGEMENT LP

ACKNOWLEDGED:

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