1023-00002 · Ironside Capital Management LP · Expert Engagement

expert-retention-letter-harmon-bryce.docx DOCUMENT Litigation

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PRIVILEGED & CONFIDENTIAL ATTORNEY WORK PRODUCT

CALDERWOOD & HARKNESS LLP Counselors at Law

51 West 52nd Street, 40th Floor New York, New York 10019 Telephone: (212) 554-7000 Facsimile: (212) 554-7001 www.calderwoodharkness.com

September 3, 2023

Dr. Lena Galbraith, CFA, ASA Principal Harmon-Bryce Valuation Advisors LLC 1185 Avenue of the Americas, Suite 1400 New York, New York 10036

Re: Retention of Harmon-Bryce Valuation Advisors LLC — Independent Valuation Review

Matter: Ironside Capital Management LP — Investigation of Fund Administration Valuation Practices

Reference: Vantor Holdings Corp. Fund Administration Engagement (FAA Ref. No. VHC-ICM-2017-0615)

Dear Dr. Galbraith:

We write to confirm the terms and conditions upon which Calderwood & Harkness LLP ("Calderwood & Harkness" or the "Firm") is retaining Harmon-Bryce Valuation Advisors LLC ("Harmon-Bryce" or "HBVA") to serve as an independent valuation consultant in connection with the above-referenced matter. We appreciate the time you and your team made available during our preliminary discussions on August 28 and August 31, 2023, and we look forward to working with you on this important engagement. This letter (the "Engagement Letter") sets forth the terms and conditions governing Harmon-Bryce's retention.

1. Introduction and Purpose of Engagement

Calderwood & Harkness LLP represents Ironside Capital Management LP ("Ironside" or "ICM"), a Delaware limited partnership with principal offices at 680 Park Avenue, 34th Floor, New York, New York 10065. Ironside is a multi-strategy credit hedge fund founded in 2009 by Elliot Brennan and Marguerite Dao. Since its inception, Ironside has grown to manage approximately $4.2 billion in assets under management across five investment vehicles, making it a significant participant in the structured credit and special situations markets.

Ironside has identified significant concerns regarding the accuracy of valuations performed by its fund administrator, Vantor Holdings Corp. ("Vantor"), a Delaware corporation with principal offices at 1400 Brickell Avenue, Suite 2200, Miami, Florida 33131. Vantor has served as the fund administrator for three of Ironside's feeder funds since the execution of the Master Fund Administration Agreement on June 15, 2017 (the "FAA," referenced as FAA Ref. No. VHC-ICM-2017-0615). As described in greater detail in Section 2 below, Ironside's initial internal review has raised substantial questions about whether Vantor faithfully discharged its contractual valuation obligations during a period spanning more than two years.

The purpose of this engagement is to retain Dr. Galbraith and Harmon-Bryce to perform an independent re-pricing of certain illiquid credit and structured-product positions across the three affected Ironside feeder funds in order to determine whether Vantor's valuations are accurate, and to assess the magnitude of any overvaluation or undervaluation. Ironside and its counsel view this independent review as essential to understanding the full scope and financial impact of any valuation deficiencies before determining next steps, which may include formal litigation against Vantor.

This Engagement Letter sets forth the complete terms and conditions governing Harmon-Bryce's engagement, including the scope of services, deliverables, fee arrangements, confidentiality obligations, and other material terms. In the event of any conflict between this Engagement Letter and any prior oral or written communications between the parties regarding this engagement, the terms of this Engagement Letter shall control.

2. Background

To provide context for the scope and urgency of this engagement, we summarize below the relevant background facts and the events that precipitated Ironside's decision to retain independent valuation counsel.

Under Section 3.1 of the FAA, Vantor assumed responsibility for, among other things, the calculation of net asset value ("NAV") for each of the three Ironside feeder funds, investor accounting and allocations, regulatory reporting support, and — critically for purposes of this engagement — the independent pricing and valuation of portfolio positions, including those classified as Level 2 and Level 3 assets under the fair value measurement hierarchy established by Accounting Standards Codification Topic 820, Fair Value Measurement ("ASC 820"). Vantor's valuation responsibilities encompassed the full range of Ironside's illiquid credit and structured-product holdings, which constitute a material portion of each fund's portfolio.

In addition, under Section 4.2 of the FAA, Vantor expressly warranted that it would perform all valuation services "in accordance with GAAP, the applicable fund's valuation policy, and the standard of care of a reasonably prudent professional fund administrator." This warranty was a fundamental inducement for Ironside's entry into the FAA, and Ironside relied heavily on Vantor's representations regarding the quality, independence, and rigor of its valuation processes.

The chain of events giving rise to this engagement is as follows:

In July 2023, Ironside's Chief Financial Officer, Rajiv Subramanian, identified a $12.6 million discrepancy between Vantor's second quarter 2023 marks on seven CLO equity positions and independent price indications that had been obtained from Northpoint Securities LLC ("Northpoint"), Ironside's prime broker. Mr. Subramanian's review was prompted by routine quarterly reconciliation procedures. The relationship manager at Northpoint for the Ironside account is Dana Crossley, who provided the independent price indications at Mr. Subramanian's request. The magnitude of the discrepancy — approximately $12.6 million across only seven positions — was substantially in excess of the tolerance bands that Ironside would consider acceptable and warranted further investigation.

On August 4, 2023, at our firm's direction, Ironside sent a formal written inquiry to Nathan Orris, Senior Vice President of Valuation Services at Vantor, requesting supporting documentation for a broader set of twenty-three (23) positions across the three feeder funds. The inquiry specifically requested, for each position: (i) Vantor's pricing source and methodology; (ii) any broker quotes or dealer indications relied upon; (iii) internal model inputs and assumptions, including discount rates, default assumptions, and recovery rate assumptions; and (iv) any documentation of the waterfall valuation procedures applied. This request was transmitted in accordance with the information-request provisions of the FAA.

On August 18, 2023, Vantor responded to Ironside's inquiry. However, Vantor's response was materially incomplete. Vantor provided pricing packages for only nine (9) of the twenty-three (23) positions for which documentation had been requested. Moreover, Vantor provided no internal model documentation whatsoever — neither the internal valuation models themselves nor any description of the inputs, assumptions, or methodologies underlying its marks. The incomplete nature of Vantor's response, particularly the absence of model documentation for positions that are inherently model-dependent, deepened Ironside's concerns regarding the integrity of Vantor's valuation process.

Based on these developments, and following careful analysis by Ironside's internal team and our firm, we have determined that a comprehensive independent valuation review is both necessary and appropriate. The independent review will cover the period from the first quarter of 2021 (with valuations dated as of March 31, 2021) through the second quarter of 2023 (the most recent quarter completed as of the date of this retention), although the scope may be expanded to include the third quarter of 2023 (valuations dated as of September 30, 2023) as that quarter closes and relevant data becomes available. The selection of Q1 2021 as the starting date reflects an initial assessment, based on available information, that the earliest identified anomalies in Vantor's valuation patterns may date to that period; however, we reserve the right to discuss with Harmon-Bryce the possibility of extending the look-back period if preliminary findings so warrant.

3. Identification of the Funds and Positions at Issue

The three Ironside feeder funds subject to this independent valuation review are as follows:

(a) Ironside Credit Opportunities Fund LP ("Fund I") — This is Ironside's flagship credit vehicle, with an approximate net asset value of $1.8 billion as of the most recent available valuation date. Fund I was included in the original FAA executed on June 15, 2017.

(b) Ironside Structured Alpha Fund LP ("Fund II") — This fund focuses primarily on structured credit products, with an approximate net asset value of $1.1 billion. Fund II was also included in the original FAA.

(c) Ironside Special Situations Fund LP ("Fund III") — This fund invests in distressed and special situations credit, with an approximate net asset value of $680 million. Fund III was added to the scope of the FAA pursuant to the First Amendment to the Master Fund Administration Agreement, dated March 1, 2019.

The aggregate administered net asset value across the three funds is approximately $3.58 billion.

The independent valuation review will cover a total of forty-seven (47) illiquid credit and structured-product positions across the three funds. These positions include, but are not limited to, the following categories of instruments:

• CLO equity tranches (i.e., the equity or subordinated notes issued by collateralized loan obligation vehicles);

• Bespoke CDO mezzanine notes (i.e., mezzanine-rated tranches of collateralized debt obligations structured on a bespoke or custom basis);

• Distressed loan participations (i.e., participation interests in senior secured or unsecured loans to borrowers in financial distress, bankruptcy, or restructuring).

A detailed list identifying each of the 47 subject positions, including CUSIP/ISIN identifiers (where available), position sizes, fund allocation, and Vantor's most recent reported marks, is enclosed with this Engagement Letter as Enclosure (3).

These positions are predominantly classified as Level 3 assets under the ASC 820 fair value hierarchy, meaning that their valuations rely on significant unobservable inputs. As such, the valuation of these instruments is inherently dependent on the selection of appropriate models, the calibration of model inputs, and the exercise of informed professional judgment — all of which Vantor was contractually obligated to perform with due care and in accordance with established methodologies.

Ironside's internal Valuation Policy (version 3.2, effective January 1, 2020) (the "Valuation Policy") governs the waterfall valuation procedures that Vantor was contractually required to follow under the FAA. The Valuation Policy establishes a hierarchical framework for determining fair value for each class of illiquid assets, specifying the priority of pricing sources (e.g., binding dealer quotes, indicative broker quotes, internal model valuations, and comparable transaction analysis) and the conditions under which each level of the waterfall is to be applied. A copy of the Valuation Policy is enclosed as Enclosure (2).

4. Scope of Services

Harmon-Bryce shall perform the following services in connection with this engagement:

(a) Independent Re-Pricing. Harmon-Bryce shall perform a full, independent re-pricing of all forty-seven (47) identified illiquid credit and structured-product positions for each quarterly valuation date from Q1 2021 (March 31, 2021) through the most recent completed quarter. As of the date of this Engagement Letter, the most recent completed quarter is Q2 2023 (June 30, 2023). The scope of the re-pricing exercise is anticipated to be extended to include Q3 2023 (September 30, 2023) upon the availability of sufficient data for that quarter. In total, the re-pricing will cover up to eleven (11) quarterly valuation dates. For each position at each valuation date, Harmon-Bryce shall determine fair value using methodologies consistent with GAAP, ASC 820, and industry best practices for the valuation of illiquid credit and structured-product instruments.

(b) Comparison to Vantor's Marks. Harmon-Bryce shall perform a systematic, position-by-position comparison of Harmon-Bryce's independent valuations against Vantor's reported marks for each of the 47 positions at each quarter-end valuation date. This comparison shall identify any material deviations between the independent valuations and Vantor's marks, both in absolute dollar terms and as a percentage of Vantor's reported values.

(c) Assessment of Compliance with GAAP, ASC 820, and the Valuation Policy. Harmon-Bryce shall assess whether Vantor's marks, to the extent that supporting documentation has been provided or can be inferred, were consistent with the requirements of GAAP, the fair value measurement framework of ASC 820, and the specific waterfall valuation procedures set forth in Ironside's Valuation Policy v.3.2. This assessment shall address both the selection of valuation methodologies and the reasonableness of inputs and assumptions.

(d) Identification of Specific Valuation Deficiencies. Harmon-Bryce shall identify any instances in which Vantor: (i) used stale broker quotes (i.e., quotes that were not current as of the applicable valuation date or that had not been refreshed within the time periods specified by the Valuation Policy); (ii) applied internally generated model adjustments that were inconsistent with observable inputs available as of the applicable valuation date; or (iii) failed to apply the contractually required waterfall valuation procedures set forth in the Valuation Policy, including by skipping steps in the waterfall or by applying a lower-priority pricing source when a higher-priority source was available.

(e) Quantification of Aggregate Overvaluation or Undervaluation. Harmon-Bryce shall quantify the aggregate overvaluation or undervaluation, as applicable, attributable to the identified valuation discrepancies. This quantification shall be broken out by fund (Fund I, Fund II, and Fund III) and by quarter, and shall also provide an aggregate total across all funds and all quarters within the review period.

(f) Preparation of Preliminary Written Report. Harmon-Bryce shall prepare a preliminary written report summarizing its findings and methodology. The report shall address each of the foregoing items (a) through (e) and shall be of sufficient detail to allow Calderwood & Harkness and Ironside to assess the strength and scope of potential claims against Vantor.

(g) Potential Formal Expert Report and Testimony. If this matter proceeds to litigation or arbitration against Vantor, Harmon-Bryce may be requested to prepare a formal expert report suitable for submission in connection with legal proceedings and to provide testimony at deposition and/or trial. Any such engagement for litigation support services shall be subject to separate engagement terms to be negotiated and agreed upon by the parties at that time, including appropriate provisions for expert witness compensation and scheduling.

Harmon-Bryce shall exercise its independent professional judgment in performing the services described herein and shall not be directed by Calderwood & Harkness or Ironside as to the conclusions to be reached. The engagement is intended to produce an objective, independent assessment of Vantor's valuation practices and the accuracy of its marks.

5. Deliverables

Harmon-Bryce shall deliver the following to Calderwood & Harkness upon completion of the services described in Section 4:

(a) A preliminary written report summarizing Harmon-Bryce's findings across all forty-seven (47) subject positions, broken out by fund (Fund I, Fund II, and Fund III) and by quarter. The report shall include a detailed description of Harmon-Bryce's valuation methodology, a position-by-position comparison of Harmon-Bryce's independent valuations against Vantor's reported marks, and a quantification of aggregate overvaluation or undervaluation by fund and by quarter.

(b) All supporting work papers, valuation models, spreadsheets, and other documentation prepared or utilized by Harmon-Bryce in connection with the independent re-pricing exercise. Work papers shall be organized by fund and by position to facilitate review by Calderwood & Harkness and Ironside.

The target delivery date for the preliminary written report is within approximately three weeks of the commencement of the engagement, which is anticipated to be on or about September 22, 2023. Harmon-Bryce acknowledges the time-sensitive nature of this engagement and agrees to use commercially reasonable efforts to meet this target delivery date. In the event that Harmon-Bryce anticipates that it will be unable to meet the target delivery date, it shall promptly notify Calderwood & Harkness and provide a revised estimated completion date.

A report reference number shall be assigned by Harmon-Bryce upon delivery of the preliminary report. For administrative purposes, the reference number subsequently assigned to this engagement is HBVA-2023-0922-IRON.

6. Materials to Be Provided

Calderwood & Harkness and Ironside will provide Harmon-Bryce with the following materials to support the independent valuation review. These materials will be transmitted in a secure manner, consistent with the confidentiality obligations set forth in Section 8 below, and Harmon-Bryce shall confirm receipt of all materials upon delivery.

(a) Copies of Vantor's quarterly valuation packages for all forty-seven (47) positions for each quarter from Q1 2021 (March 31, 2021) through the most recent completed quarter, to the extent such packages are in Ironside's possession, custody, or control.

(b) Ironside's Valuation Policy, version 3.2 (effective January 1, 2020), which sets forth the waterfall valuation procedures applicable to the subject positions.

(c) The Master Fund Administration Agreement dated June 15, 2017, between Ironside and Vantor, together with the First Amendment thereto dated March 1, 2019 (adding Fund III to the scope of the FAA) and the Second Amendment thereto dated June 10, 2022 (collectively, the "FAA").

(d) Independent price indications obtained from Northpoint Securities LLC for Q2 2023 and for any other periods for which such indications are available. These indications were the basis for the initial $12.6 million discrepancy identified by Mr. Subramanian.

(e) Ironside's internal position-level data for each of the 47 positions, including trade documentation (e.g., trade confirmations, participation agreements, CLO indentures, and offering memoranda), position sizes, cost bases, and any internal marks or model outputs maintained by Ironside's portfolio management or risk teams.

(f) All Vantor correspondence and documentation received in response to Ironside's formal written inquiry dated August 4, 2023, including the nine (9) of twenty-three (23) pricing packages that Vantor provided on August 18, 2023, and any cover correspondence or explanatory materials accompanying Vantor's response.

(g) Such additional materials as may be identified by Harmon-Bryce as necessary or useful during the course of the review. Calderwood & Harkness and Ironside will use reasonable efforts to respond promptly to any supplemental document requests from Harmon-Bryce.

We anticipate that the initial set of materials described in clauses (a) through (f) above will be transmitted to Harmon-Bryce within five (5) business days of the execution of this Engagement Letter. In the event that any particular materials are not immediately available, Calderwood & Harkness will promptly advise Harmon-Bryce and provide an estimated delivery timeline.

7. Fee Structure and Billing

Harmon-Bryce's fees for services rendered under this Engagement Letter shall be calculated on an hourly basis at the following rates:

• Dr. Lena Galbraith, CFA, ASA, Principal: $850.00 per hour

• Associate-level staff of Harmon-Bryce: $450.00 per hour

These rates are effective as of the date of this Engagement Letter and shall remain in effect for the duration of the engagement unless otherwise agreed in writing by the parties.

An initial retainer in the amount of Seventy-Five Thousand Dollars ($75,000.00) is required upon execution of this Engagement Letter. The retainer shall be deposited in Harmon-Bryce's designated trust or operating account (wire instructions to be provided by Harmon-Bryce upon acceptance of this Engagement Letter) and shall be applied against the first invoices rendered under this engagement. Should the retainer be exhausted prior to completion of the engagement, Calderwood & Harkness and Ironside shall replenish the retainer upon request by Harmon-Bryce in such amounts as are reasonably necessary to maintain an adequate retainer balance in light of anticipated near-term fees and expenses.

Invoices shall be rendered by Harmon-Bryce on a monthly basis, in arrears, and shall include a reasonably detailed description of the services performed, the identity of the professionals performing the services, and the number of hours expended by each professional. Payment terms are net thirty (30) days from the date of each invoice.

All invoices shall be directed to:

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

With a copy to:

Calderwood & Harkness LLP

Attention: Yuki Nakamura

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

In addition to professional fees, Harmon-Bryce shall be entitled to reimbursement for reasonable out-of-pocket expenses incurred in connection with this engagement, including but not limited to travel expenses, data subscriptions, and third-party pricing services. All such expenses shall be billed at cost, without markup. Prior written approval from Calderwood & Harkness shall be required for any single expense item exceeding Five Thousand Dollars ($5,000.00). Expense reimbursement requests shall be included in Harmon-Bryce's monthly invoices and supported by appropriate documentation.

8. Confidentiality and Privilege

All materials provided to Harmon-Bryce by Calderwood & Harkness, Ironside, or any other party at Calderwood & Harkness's direction, and all work product generated by Harmon-Bryce in connection with this engagement — including but not limited to draft and final reports, valuation models, work papers, memoranda, correspondence, and any other documents or communications — are confidential and proprietary to Ironside and shall be treated as such by Harmon-Bryce.

This engagement is undertaken at the direction of legal counsel — specifically, Calderwood & Harkness LLP — in anticipation of potential litigation against Vantor Holdings Corp. and/or related parties. Harmon-Bryce's work product is intended to be protected by the attorney-client privilege and/or the attorney work product doctrine to the fullest extent permitted by applicable law. Harmon-Bryce acknowledges that the preservation of privilege is of paramount importance to Ironside and Calderwood & Harkness, and agrees to take all reasonable steps to avoid any action that could result in a waiver of applicable privileges.

Harmon-Bryce shall not disclose any information, findings, work product, or materials related to this engagement to any third party, including but not limited to any person or entity not expressly identified in this Engagement Letter as an authorized recipient, without the prior written consent of Calderwood & Harkness LLP. This obligation applies regardless of the form in which such information is maintained (whether written, electronic, verbal, or otherwise) and regardless of whether such information is marked as "confidential" or "privileged."

Harmon-Bryce shall maintain all documents, work papers, electronic files, and other materials received or generated in connection with this engagement in secure systems, including but not limited to password-protected electronic storage and physically secured file storage where applicable. Harmon-Bryce shall restrict access to engagement materials to those Harmon-Bryce personnel who are directly involved in performing the services described in this Engagement Letter and who have been made aware of and have agreed to comply with the confidentiality obligations set forth herein.

Harmon-Bryce shall comply with any document preservation or litigation hold obligations as directed by Calderwood & Harkness from time to time during the course of this engagement, including any obligations to preserve documents and electronically stored information that may be relevant to anticipated or pending litigation.

9. Independence and Conflicts

The independence and objectivity of Harmon-Bryce's analysis is essential to the value and credibility of its work product. Accordingly, Harmon-Bryce represents and warrants that, as of the date of this Engagement Letter, it has no current engagement with, financial interest in, or conflict of interest with respect to:

(a) Vantor Holdings Corp. or any of its subsidiaries, affiliates, or related entities;

(b) Any of Vantor's current officers, directors, or key personnel, including but not limited to Raymond Kettler (Chief Executive Officer), Susan Hargrove (Chief Financial Officer), Nathan Orris (Senior Vice President, Valuation Services), Deepa Rajaram (Managing Director, Fund Administration), and Timothy Falk (General Counsel);

(d) Vantor's auditor, Fenton Graff & Associates LLP, or any partner or principal of that firm.

Harmon-Bryce confirms that it has performed a comprehensive internal conflicts check against the foregoing parties and entities and that no conflicts have been identified. On the basis of this conflicts check, Harmon-Bryce is free to accept this engagement.

Should any conflict of interest or potential conflict of interest arise during the course of this engagement — whether involving the parties identified above or any other parties — Harmon-Bryce shall promptly notify Calderwood & Harkness in writing and shall take no further action in connection with the engagement until the conflict has been reviewed and resolved to the satisfaction of Calderwood & Harkness and Ironside.

10. Term and Termination

This engagement shall commence upon both (i) the execution of this Engagement Letter by both parties and (ii) the receipt by Harmon-Bryce of the initial retainer of Seventy-Five Thousand Dollars ($75,000.00), as described in Section 7. The engagement shall continue until the earlier of (a) the completion of the services described herein; (b) the mutual written agreement of the parties to terminate the engagement; or (c) termination by either party in accordance with this Section 10.

Either party may terminate this engagement upon ten (10) days' prior written notice to the other party. Such notice shall be delivered in accordance with the contact information set forth in Section 13.

Upon any termination of this engagement, whether by completion or otherwise, Harmon-Bryce shall promptly deliver to Calderwood & Harkness all work product completed to date, including all reports (whether in draft or final form), work papers, valuation models, supporting documentation, and all copies of materials provided by Calderwood & Harkness or Ironside. Harmon-Bryce shall be compensated for all services rendered and expenses incurred through the date of termination, subject to the fee provisions set forth in Section 7.

The confidentiality obligations set forth in Section 8 of this Engagement Letter shall survive the termination or expiration of this engagement and shall remain in full force and effect indefinitely, regardless of the reason for termination.

11. Limitation of Liability and Standard of Care

Harmon-Bryce shall perform all services under this Engagement Letter in accordance with the professional standards applicable to valuation professionals holding the CFA (Chartered Financial Analyst) and ASA (Accredited Senior Appraiser) designations, including all relevant standards promulgated by the CFA Institute and the American Society of Appraisers, as well as the requirements of GAAP and ASC 820 as they pertain to fair value measurement. Harmon-Bryce shall exercise the degree of care, skill, and diligence that a reasonably prudent valuation professional would exercise under similar circumstances.

Subject to the exclusion set forth below, Harmon-Bryce's aggregate liability to Calderwood & Harkness and Ironside under this Engagement Letter — whether based in contract, tort, negligence, strict liability, or any other theory — shall not exceed the aggregate fees actually paid to Harmon-Bryce under this Engagement Letter as of the date any claim is asserted.

The foregoing limitation of liability shall not apply to any claims arising from Harmon-Bryce's gross negligence, willful misconduct, or breach of the confidentiality obligations set forth in Section 8 of this Engagement Letter. For the avoidance of doubt, in the event of a breach of confidentiality, Harmon-Bryce's liability shall not be subject to the aggregate fee cap described above.

12. Governing Law

This Engagement Letter 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 under or in connection with this Engagement Letter, including any dispute regarding the validity, interpretation, performance, or breach hereof, shall be resolved exclusively in the state or federal courts located in the County of New York, State of New York. Each party hereby consents to the exclusive jurisdiction and venue of such courts and waives any objection based on forum non conveniens or any similar doctrine.

13. Key Contacts

The following individuals shall serve as the primary points of contact for purposes of this engagement. All substantive communications regarding the scope, progress, and findings of the engagement should be directed through the individuals identified below, unless otherwise agreed by the parties.

Calderwood & Harkness LLP:

Samuel Eklund, Partner — Responsible Partner for this engagement Calderwood & Harkness LLP 51 West 52nd Street, 40th Floor New York, New York 10019 Telephone: (212) 554-7140

Email: seklund@calderwoodharkness.com

Yuki Nakamura, Associate — Lead Associate and day-to-day contact for this engagement Calderwood & Harkness LLP 51 West 52nd Street, 40th Floor New York, New York 10019 Telephone: (212) 554-7263

Email: ynakamura@calderwoodharkness.com

Ironside Capital Management LP:

Katherine Lim, General Counsel & Chief Compliance Officer Telephone: (212) 891-4400

Email: klim@ironsidecap.com

Derek Holt, Head of Operations Telephone: (212) 891-4425

Email: dholt@ironsidecap.com

Rajiv Subramanian, Chief Financial Officer Telephone: (212) 891-4418

Email: rsubramanian@ironsidecap.com

Harmon-Bryce Valuation Advisors LLC:

Dr. Lena Galbraith, CFA, ASA, Principal Harmon-Bryce Valuation Advisors LLC 1185 Avenue of the Americas, Suite 1400 New York, New York 10036 Telephone: (212) 706-3200

Email: lgalbraith@harmonbryce.com

14. Acceptance

If the foregoing terms are acceptable, we respectfully request that Dr. Galbraith countersign this Engagement Letter in the space provided below and return a fully executed copy to Calderwood & Harkness LLP at the address set forth above, to the attention of Yuki Nakamura. A scanned copy transmitted by email to ynakamura@calderwoodharkness.com shall be sufficient to evidence acceptance, provided that an original executed copy follows by overnight courier.

Upon acceptance, please direct the initial retainer of Seventy-Five Thousand Dollars ($75,000.00) wire instructions to Calderwood & Harkness for processing. Harmon-Bryce shall provide its designated account wire instructions promptly upon acceptance of this Engagement Letter, and Calderwood & Harkness will coordinate with Ironside to ensure that the retainer is transmitted within three (3) business days of receipt of such wire instructions.

We are confident that Harmon-Bryce's expertise in the valuation of complex credit instruments will be invaluable in this matter, and we look forward to a productive engagement.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Samuel Eklund

Title: Partner

Date: ________

ACKNOWLEDGED AND AGREED

The undersigned has read and agrees to the terms and conditions set forth in this Engagement Letter and confirms that Harmon-Bryce Valuation Advisors LLC is free of conflicts and prepared to commence the engagement described herein upon receipt of the retainer.

HARMON-BRYCE VALUATION ADVISORS LLC

By: ________

Name: Dr. Lena Galbraith, CFA, ASA

Title: Principal

Date: ________

Enclosures:

(1) Master Fund Administration Agreement dated June 15, 2017, between Ironside Capital Management LP and Vantor Holdings Corp., together with the First Amendment dated March 1, 2019 and the Second Amendment dated June 10, 2022

(2) Ironside Valuation Policy, version 3.2 (effective January 1, 2020)

(3) Position list identifying the forty-seven (47) subject positions across Fund I, Fund II, and Fund III, including CUSIP/ISIN identifiers, position sizes, fund allocations, and Vantor's most recent reported marks

cc: Elliot Brennan, Managing Partner & Chief Investment Officer, Ironside Capital Management LP cc: Katherine Lim, General Counsel & Chief Compliance Officer, Ironside Capital Management LP cc: Linda Osei, Partner, Calderwood & Harkness LLP (billing)

PRIVILEGED & CONFIDENTIAL ATTORNEY WORK PRODUCT
CALDERWOOD & HARKNESS LLP Counselors at Law
51 West 52nd Street, 40th Floor New York, New York 10019 Telephone: (212) 554-7000 Facsimile: (212) 554-7001 www.calderwoodharkness.com
September 3, 2023
Dr. Lena Galbraith, CFA, ASA Principal Harmon-Bryce Valuation Advisors LLC 1185 Avenue of the Americas, Suite 1400 New York, New York 10036
Re: Retention of Harmon-Bryce Valuation Advisors LLC — Independent Valuation Review
Matter: Ironside Capital Management LP — Investigation of Fund Administration Valuation Practices
Reference: Vantor Holdings Corp. Fund Administration Engagement (FAA Ref. No. VHC-ICM-2017-0615)
Dear Dr. Galbraith:
We write to confirm the terms and conditions upon which Calderwood & Harkness LLP ("Calderwood & Harkness" or the "Firm") is retaining Harmon-Bryce Valuation Advisors LLC ("Harmon-Bryce" or "HBVA") to serve as an independent valuation consultant in connection with the above-referenced matter. We appreciate the time you and your team made available during our preliminary discussions on August 28 and August 31, 2023, and we look forward to working with you on this important engagement. This letter (the "Engagement Letter") sets forth the terms and conditions governing Harmon-Bryce's retention.
1. Introduction and Purpose of Engagement
Calderwood & Harkness LLP represents Ironside Capital Management LP ("Ironside" or "ICM"), a Delaware limited partnership with principal offices at 680 Park Avenue, 34th Floor, New York, New York 10065. Ironside is a multi-strategy credit hedge fund founded in 2009 by Elliot Brennan and Marguerite Dao. Since its inception, Ironside has grown to manage approximately $4.2 billion in assets under management across five investment vehicles, making it a significant participant in the structured credit and special situations markets.
Ironside has identified significant concerns regarding the accuracy of valuations performed by its fund administrator, Vantor Holdings Corp. ("Vantor"), a Delaware corporation with principal offices at 1400 Brickell Avenue, Suite 2200, Miami, Florida 33131. Vantor has served as the fund administrator for three of Ironside's feeder funds since the execution of the Master Fund Administration Agreement on June 15, 2017 (the "FAA," referenced as FAA Ref. No. VHC-ICM-2017-0615). As described in greater detail in Section 2 below, Ironside's initial internal review has raised substantial questions about whether Vantor faithfully discharged its contractual valuation obligations during a period spanning more than two years.
The purpose of this engagement is to retain Dr. Galbraith and Harmon-Bryce to perform an independent re-pricing of certain illiquid credit and structured-product positions across the three affected Ironside feeder funds in order to determine whether Vantor's valuations are accurate, and to assess the magnitude of any overvaluation or undervaluation. Ironside and its counsel view this independent review as essential to understanding the full scope and financial impact of any valuation deficiencies before determining next steps, which may include formal litigation against Vantor.
This Engagement Letter sets forth the complete terms and conditions governing Harmon-Bryce's engagement, including the scope of services, deliverables, fee arrangements, confidentiality obligations, and other material terms. In the event of any conflict between this Engagement Letter and any prior oral or written communications between the parties regarding this engagement, the terms of this Engagement Letter shall control.
2. Background
To provide context for the scope and urgency of this engagement, we summarize below the relevant background facts and the events that precipitated Ironside's decision to retain independent valuation counsel.
Under Section 3.1 of the FAA, Vantor assumed responsibility for, among other things, the calculation of net asset value ("NAV") for each of the three Ironside feeder funds, investor accounting and allocations, regulatory reporting support, and — critically for purposes of this engagement — the independent pricing and valuation of portfolio positions, including those classified as Level 2 and Level 3 assets under the fair value measurement hierarchy established by Accounting Standards Codification Topic 820, Fair Value Measurement ("ASC 820"). Vantor's valuation responsibilities encompassed the full range of Ironside's illiquid credit and structured-product holdings, which constitute a material portion of each fund's portfolio.
In addition, under Section 4.2 of the FAA, Vantor expressly warranted that it would perform all valuation services "in accordance with GAAP, the applicable fund's valuation policy, and the standard of care of a reasonably prudent professional fund administrator." This warranty was a fundamental inducement for Ironside's entry into the FAA, and Ironside relied heavily on Vantor's representations regarding the quality, independence, and rigor of its valuation processes.
The chain of events giving rise to this engagement is as follows:
In July 2023, Ironside's Chief Financial Officer, Rajiv Subramanian, identified a $12.6 million discrepancy between Vantor's second quarter 2023 marks on seven CLO equity positions and independent price indications that had been obtained from Northpoint Securities LLC ("Northpoint"), Ironside's prime broker. Mr. Subramanian's review was prompted by routine quarterly reconciliation procedures. The relationship manager at Northpoint for the Ironside account is Dana Crossley, who provided the independent price indications at Mr. Subramanian's request. The magnitude of the discrepancy — approximately $12.6 million across only seven positions — was substantially in excess of the tolerance bands that Ironside would consider acceptable and warranted further investigation.
On August 4, 2023, at our firm's direction, Ironside sent a formal written inquiry to Nathan Orris, Senior Vice President of Valuation Services at Vantor, requesting supporting documentation for a broader set of twenty-three (23) positions across the three feeder funds. The inquiry specifically requested, for each position: (i) Vantor's pricing source and methodology; (ii) any broker quotes or dealer indications relied upon; (iii) internal model inputs and assumptions, including discount rates, default assumptions, and recovery rate assumptions; and (iv) any documentation of the waterfall valuation procedures applied. This request was transmitted in accordance with the information-request provisions of the FAA.
On August 18, 2023, Vantor responded to Ironside's inquiry. However, Vantor's response was materially incomplete. Vantor provided pricing packages for only nine (9) of the twenty-three (23) positions for which documentation had been requested. Moreover, Vantor provided no internal model documentation whatsoever — neither the internal valuation models themselves nor any description of the inputs, assumptions, or methodologies underlying its marks. The incomplete nature of Vantor's response, particularly the absence of model documentation for positions that are inherently model-dependent, deepened Ironside's concerns regarding the integrity of Vantor's valuation process.
Based on these developments, and following careful analysis by Ironside's internal team and our firm, we have determined that a comprehensive independent valuation review is both necessary and appropriate. The independent review will cover the period from the first quarter of 2021 (with valuations dated as of March 31, 2021) through the second quarter of 2023 (the most recent quarter completed as of the date of this retention), although the scope may be expanded to include the third quarter of 2023 (valuations dated as of September 30, 2023) as that quarter closes and relevant data becomes available. The selection of Q1 2021 as the starting date reflects an initial assessment, based on available information, that the earliest identified anomalies in Vantor's valuation patterns may date to that period; however, we reserve the right to discuss with Harmon-Bryce the possibility of extending the look-back period if preliminary findings so warrant.
3. Identification of the Funds and Positions at Issue
The three Ironside feeder funds subject to this independent valuation review are as follows:
(a) Ironside Credit Opportunities Fund LP ("Fund I") — This is Ironside's flagship credit vehicle, with an approximate net asset value of $1.8 billion as of the most recent available valuation date. Fund I was included in the original FAA executed on June 15, 2017.
(b) Ironside Structured Alpha Fund LP ("Fund II") — This fund focuses primarily on structured credit products, with an approximate net asset value of $1.1 billion. Fund II was also included in the original FAA.
(c) Ironside Special Situations Fund LP ("Fund III") — This fund invests in distressed and special situations credit, with an approximate net asset value of $680 million. Fund III was added to the scope of the FAA pursuant to the First Amendment to the Master Fund Administration Agreement, dated March 1, 2019.
The aggregate administered net asset value across the three funds is approximately $3.58 billion.
The independent valuation review will cover a total of forty-seven (47) illiquid credit and structured-product positions across the three funds. These positions include, but are not limited to, the following categories of instruments:
•  CLO equity tranches (i.e., the equity or subordinated notes issued by collateralized loan obligation vehicles);
•  Bespoke CDO mezzanine notes (i.e., mezzanine-rated tranches of collateralized debt obligations structured on a bespoke or custom basis);
•  Distressed loan participations (i.e., participation interests in senior secured or unsecured loans to borrowers in financial distress, bankruptcy, or restructuring).
A detailed list identifying each of the 47 subject positions, including CUSIP/ISIN identifiers (where available), position sizes, fund allocation, and Vantor's most recent reported marks, is enclosed with this Engagement Letter as Enclosure (3).
These positions are predominantly classified as Level 3 assets under the ASC 820 fair value hierarchy, meaning that their valuations rely on significant unobservable inputs. As such, the valuation of these instruments is inherently dependent on the selection of appropriate models, the calibration of model inputs, and the exercise of informed professional judgment — all of which Vantor was contractually obligated to perform with due care and in accordance with established methodologies.
Ironside's internal Valuation Policy (version 3.2, effective January 1, 2020) (the "Valuation Policy") governs the waterfall valuation procedures that Vantor was contractually required to follow under the FAA. The Valuation Policy establishes a hierarchical framework for determining fair value for each class of illiquid assets, specifying the priority of pricing sources (e.g., binding dealer quotes, indicative broker quotes, internal model valuations, and comparable transaction analysis) and the conditions under which each level of the waterfall is to be applied. A copy of the Valuation Policy is enclosed as Enclosure (2).
4. Scope of Services
Harmon-Bryce shall perform the following services in connection with this engagement:
(a) Independent Re-Pricing. Harmon-Bryce shall perform a full, independent re-pricing of all forty-seven (47) identified illiquid credit and structured-product positions for each quarterly valuation date from Q1 2021 (March 31, 2021) through the most recent completed quarter. As of the date of this Engagement Letter, the most recent completed quarter is Q2 2023 (June 30, 2023). The scope of the re-pricing exercise is anticipated to be extended to include Q3 2023 (September 30, 2023) upon the availability of sufficient data for that quarter. In total, the re-pricing will cover up to eleven (11) quarterly valuation dates. For each position at each valuation date, Harmon-Bryce shall determine fair value using methodologies consistent with GAAP, ASC 820, and industry best practices for the valuation of illiquid credit and structured-product instruments.
(b) Comparison to Vantor's Marks. Harmon-Bryce shall perform a systematic, position-by-position comparison of Harmon-Bryce's independent valuations against Vantor's reported marks for each of the 47 positions at each quarter-end valuation date. This comparison shall identify any material deviations between the independent valuations and Vantor's marks, both in absolute dollar terms and as a percentage of Vantor's reported values.
(c) Assessment of Compliance with GAAP, ASC 820, and the Valuation Policy. Harmon-Bryce shall assess whether Vantor's marks, to the extent that supporting documentation has been provided or can be inferred, were consistent with the requirements of GAAP, the fair value measurement framework of ASC 820, and the specific waterfall valuation procedures set forth in Ironside's Valuation Policy v.3.2. This assessment shall address both the selection of valuation methodologies and the reasonableness of inputs and assumptions.
(d) Identification of Specific Valuation Deficiencies. Harmon-Bryce shall identify any instances in which Vantor: (i) used stale broker quotes (i.e., quotes that were not current as of the applicable valuation date or that had not been refreshed within the time periods specified by the Valuation Policy); (ii) applied internally generated model adjustments that were inconsistent with observable inputs available as of the applicable valuation date; or (iii) failed to apply the contractually required waterfall valuation procedures set forth in the Valuation Policy, including by skipping steps in the waterfall or by applying a lower-priority pricing source when a higher-priority source was available.
(e) Quantification of Aggregate Overvaluation or Undervaluation. Harmon-Bryce shall quantify the aggregate overvaluation or undervaluation, as applicable, attributable to the identified valuation discrepancies. This quantification shall be broken out by fund (Fund I, Fund II, and Fund III) and by quarter, and shall also provide an aggregate total across all funds and all quarters within the review period.
(f) Preparation of Preliminary Written Report. Harmon-Bryce shall prepare a preliminary written report summarizing its findings and methodology. The report shall address each of the foregoing items (a) through (e) and shall be of sufficient detail to allow Calderwood & Harkness and Ironside to assess the strength and scope of potential claims against Vantor.
(g) Potential Formal Expert Report and Testimony. If this matter proceeds to litigation or arbitration against Vantor, Harmon-Bryce may be requested to prepare a formal expert report suitable for submission in connection with legal proceedings and to provide testimony at deposition and/or trial. Any such engagement for litigation support services shall be subject to separate engagement terms to be negotiated and agreed upon by the parties at that time, including appropriate provisions for expert witness compensation and scheduling.
Harmon-Bryce shall exercise its independent professional judgment in performing the services described herein and shall not be directed by Calderwood & Harkness or Ironside as to the conclusions to be reached. The engagement is intended to produce an objective, independent assessment of Vantor's valuation practices and the accuracy of its marks.
5. Deliverables
Harmon-Bryce shall deliver the following to Calderwood & Harkness upon completion of the services described in Section 4:
(a) A preliminary written report summarizing Harmon-Bryce's findings across all forty-seven (47) subject positions, broken out by fund (Fund I, Fund II, and Fund III) and by quarter. The report shall include a detailed description of Harmon-Bryce's valuation methodology, a position-by-position comparison of Harmon-Bryce's independent valuations against Vantor's reported marks, and a quantification of aggregate overvaluation or undervaluation by fund and by quarter.
(b) All supporting work papers, valuation models, spreadsheets, and other documentation prepared or utilized by Harmon-Bryce in connection with the independent re-pricing exercise. Work papers shall be organized by fund and by position to facilitate review by Calderwood & Harkness and Ironside.
The target delivery date for the preliminary written report is within approximately three weeks of the commencement of the engagement, which is anticipated to be on or about September 22, 2023. Harmon-Bryce acknowledges the time-sensitive nature of this engagement and agrees to use commercially reasonable efforts to meet this target delivery date. In the event that Harmon-Bryce anticipates that it will be unable to meet the target delivery date, it shall promptly notify Calderwood & Harkness and provide a revised estimated completion date.
A report reference number shall be assigned by Harmon-Bryce upon delivery of the preliminary report. For administrative purposes, the reference number subsequently assigned to this engagement is HBVA-2023-0922-IRON.
6. Materials to Be Provided
Calderwood & Harkness and Ironside will provide Harmon-Bryce with the following materials to support the independent valuation review. These materials will be transmitted in a secure manner, consistent with the confidentiality obligations set forth in Section 8 below, and Harmon-Bryce shall confirm receipt of all materials upon delivery.
(a) Copies of Vantor's quarterly valuation packages for all forty-seven (47) positions for each quarter from Q1 2021 (March 31, 2021) through the most recent completed quarter, to the extent such packages are in Ironside's possession, custody, or control.
(b) Ironside's Valuation Policy, version 3.2 (effective January 1, 2020), which sets forth the waterfall valuation procedures applicable to the subject positions.
(c) The Master Fund Administration Agreement dated June 15, 2017, between Ironside and Vantor, together with the First Amendment thereto dated March 1, 2019 (adding Fund III to the scope of the FAA) and the Second Amendment thereto dated June 10, 2022 (collectively, the "FAA").
(d) Independent price indications obtained from Northpoint Securities LLC for Q2 2023 and for any other periods for which such indications are available. These indications were the basis for the initial $12.6 million discrepancy identified by Mr. Subramanian.
(e) Ironside's internal position-level data for each of the 47 positions, including trade documentation (e.g., trade confirmations, participation agreements, CLO indentures, and offering memoranda), position sizes, cost bases, and any internal marks or model outputs maintained by Ironside's portfolio management or risk teams.
(f) All Vantor correspondence and documentation received in response to Ironside's formal written inquiry dated August 4, 2023, including the nine (9) of twenty-three (23) pricing packages that Vantor provided on August 18, 2023, and any cover correspondence or explanatory materials accompanying Vantor's response.
(g) Such additional materials as may be identified by Harmon-Bryce as necessary or useful during the course of the review. Calderwood & Harkness and Ironside will use reasonable efforts to respond promptly to any supplemental document requests from Harmon-Bryce.
We anticipate that the initial set of materials described in clauses (a) through (f) above will be transmitted to Harmon-Bryce within five (5) business days of the execution of this Engagement Letter. In the event that any particular materials are not immediately available, Calderwood & Harkness will promptly advise Harmon-Bryce and provide an estimated delivery timeline.
7. Fee Structure and Billing
Harmon-Bryce's fees for services rendered under this Engagement Letter shall be calculated on an hourly basis at the following rates:
•  Dr. Lena Galbraith, CFA, ASA, Principal: $850.00 per hour
•  Associate-level staff of Harmon-Bryce: $450.00 per hour
These rates are effective as of the date of this Engagement Letter and shall remain in effect for the duration of the engagement unless otherwise agreed in writing by the parties.
An initial retainer in the amount of Seventy-Five Thousand Dollars ($75,000.00) is required upon execution of this Engagement Letter. The retainer shall be deposited in Harmon-Bryce's designated trust or operating account (wire instructions to be provided by Harmon-Bryce upon acceptance of this Engagement Letter) and shall be applied against the first invoices rendered under this engagement. Should the retainer be exhausted prior to completion of the engagement, Calderwood & Harkness and Ironside shall replenish the retainer upon request by Harmon-Bryce in such amounts as are reasonably necessary to maintain an adequate retainer balance in light of anticipated near-term fees and expenses.
Invoices shall be rendered by Harmon-Bryce on a monthly basis, in arrears, and shall include a reasonably detailed description of the services performed, the identity of the professionals performing the services, and the number of hours expended by each professional. Payment terms are net thirty (30) days from the date of each invoice.
All invoices shall be directed to:
Katherine Lim General Counsel & Chief Compliance Officer Ironside Capital Management LP 680 Park Avenue, 34th Floor New York, New York 10065
With a copy to:
Calderwood & Harkness LLP
Attention: Yuki Nakamura
51 West 52nd Street, 40th Floor New York, New York 10019
In addition to professional fees, Harmon-Bryce shall be entitled to reimbursement for reasonable out-of-pocket expenses incurred in connection with this engagement, including but not limited to travel expenses, data subscriptions, and third-party pricing services. All such expenses shall be billed at cost, without markup. Prior written approval from Calderwood & Harkness shall be required for any single expense item exceeding Five Thousand Dollars ($5,000.00). Expense reimbursement requests shall be included in Harmon-Bryce's monthly invoices and supported by appropriate documentation.
8. Confidentiality and Privilege
All materials provided to Harmon-Bryce by Calderwood & Harkness, Ironside, or any other party at Calderwood & Harkness's direction, and all work product generated by Harmon-Bryce in connection with this engagement — including but not limited to draft and final reports, valuation models, work papers, memoranda, correspondence, and any other documents or communications — are confidential and proprietary to Ironside and shall be treated as such by Harmon-Bryce.
This engagement is undertaken at the direction of legal counsel — specifically, Calderwood & Harkness LLP — in anticipation of potential litigation against Vantor Holdings Corp. and/or related parties. Harmon-Bryce's work product is intended to be protected by the attorney-client privilege and/or the attorney work product doctrine to the fullest extent permitted by applicable law. Harmon-Bryce acknowledges that the preservation of privilege is of paramount importance to Ironside and Calderwood & Harkness, and agrees to take all reasonable steps to avoid any action that could result in a waiver of applicable privileges.
Harmon-Bryce shall not disclose any information, findings, work product, or materials related to this engagement to any third party, including but not limited to any person or entity not expressly identified in this Engagement Letter as an authorized recipient, without the prior written consent of Calderwood & Harkness LLP. This obligation applies regardless of the form in which such information is maintained (whether written, electronic, verbal, or otherwise) and regardless of whether such information is marked as "confidential" or "privileged."
Harmon-Bryce shall maintain all documents, work papers, electronic files, and other materials received or generated in connection with this engagement in secure systems, including but not limited to password-protected electronic storage and physically secured file storage where applicable. Harmon-Bryce shall restrict access to engagement materials to those Harmon-Bryce personnel who are directly involved in performing the services described in this Engagement Letter and who have been made aware of and have agreed to comply with the confidentiality obligations set forth herein.
Harmon-Bryce shall comply with any document preservation or litigation hold obligations as directed by Calderwood & Harkness from time to time during the course of this engagement, including any obligations to preserve documents and electronically stored information that may be relevant to anticipated or pending litigation.
9. Independence and Conflicts
The independence and objectivity of Harmon-Bryce's analysis is essential to the value and credibility of its work product. Accordingly, Harmon-Bryce represents and warrants that, as of the date of this Engagement Letter, it has no current engagement with, financial interest in, or conflict of interest with respect to:
(a) Vantor Holdings Corp. or any of its subsidiaries, affiliates, or related entities;
(b) Any of Vantor's current officers, directors, or key personnel, including but not limited to Raymond Kettler (Chief Executive Officer), Susan Hargrove (Chief Financial Officer), Nathan Orris (Senior Vice President, Valuation Services), Deepa Rajaram (Managing Director, Fund Administration), and Timothy Falk (General Counsel);
(c) Vantor's outside legal counsel, Whitfield, Dane & Corcoran LLP, or any partner or associate of that firm; and
(d) Vantor's auditor, Fenton Graff & Associates LLP, or any partner or principal of that firm.
Harmon-Bryce confirms that it has performed a comprehensive internal conflicts check against the foregoing parties and entities and that no conflicts have been identified. On the basis of this conflicts check, Harmon-Bryce is free to accept this engagement.
Should any conflict of interest or potential conflict of interest arise during the course of this engagement — whether involving the parties identified above or any other parties — Harmon-Bryce shall promptly notify Calderwood & Harkness in writing and shall take no further action in connection with the engagement until the conflict has been reviewed and resolved to the satisfaction of Calderwood & Harkness and Ironside.
10. Term and Termination
This engagement shall commence upon both (i) the execution of this Engagement Letter by both parties and (ii) the receipt by Harmon-Bryce of the initial retainer of Seventy-Five Thousand Dollars ($75,000.00), as described in Section 7. The engagement shall continue until the earlier of (a) the completion of the services described herein; (b) the mutual written agreement of the parties to terminate the engagement; or (c) termination by either party in accordance with this Section 10.
Either party may terminate this engagement upon ten (10) days' prior written notice to the other party. Such notice shall be delivered in accordance with the contact information set forth in Section 13.
Upon any termination of this engagement, whether by completion or otherwise, Harmon-Bryce shall promptly deliver to Calderwood & Harkness all work product completed to date, including all reports (whether in draft or final form), work papers, valuation models, supporting documentation, and all copies of materials provided by Calderwood & Harkness or Ironside. Harmon-Bryce shall be compensated for all services rendered and expenses incurred through the date of termination, subject to the fee provisions set forth in Section 7.
The confidentiality obligations set forth in Section 8 of this Engagement Letter shall survive the termination or expiration of this engagement and shall remain in full force and effect indefinitely, regardless of the reason for termination.
11. Limitation of Liability and Standard of Care
Harmon-Bryce shall perform all services under this Engagement Letter in accordance with the professional standards applicable to valuation professionals holding the CFA (Chartered Financial Analyst) and ASA (Accredited Senior Appraiser) designations, including all relevant standards promulgated by the CFA Institute and the American Society of Appraisers, as well as the requirements of GAAP and ASC 820 as they pertain to fair value measurement. Harmon-Bryce shall exercise the degree of care, skill, and diligence that a reasonably prudent valuation professional would exercise under similar circumstances.
Subject to the exclusion set forth below, Harmon-Bryce's aggregate liability to Calderwood & Harkness and Ironside under this Engagement Letter — whether based in contract, tort, negligence, strict liability, or any other theory — shall not exceed the aggregate fees actually paid to Harmon-Bryce under this Engagement Letter as of the date any claim is asserted.
The foregoing limitation of liability shall not apply to any claims arising from Harmon-Bryce's gross negligence, willful misconduct, or breach of the confidentiality obligations set forth in Section 8 of this Engagement Letter. For the avoidance of doubt, in the event of a breach of confidentiality, Harmon-Bryce's liability shall not be subject to the aggregate fee cap described above.
12. Governing Law
This Engagement Letter 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 under or in connection with this Engagement Letter, including any dispute regarding the validity, interpretation, performance, or breach hereof, shall be resolved exclusively in the state or federal courts located in the County of New York, State of New York. Each party hereby consents to the exclusive jurisdiction and venue of such courts and waives any objection based on forum non conveniens or any similar doctrine.
13. Key Contacts
The following individuals shall serve as the primary points of contact for purposes of this engagement. All substantive communications regarding the scope, progress, and findings of the engagement should be directed through the individuals identified below, unless otherwise agreed by the parties.
Calderwood & Harkness LLP:
Samuel Eklund, Partner — Responsible Partner for this engagement Calderwood & Harkness LLP 51 West 52nd Street, 40th Floor New York, New York 10019 Telephone: (212) 554-7140
Email: seklund@calderwoodharkness.com
Yuki Nakamura, Associate — Lead Associate and day-to-day contact for this engagement Calderwood & Harkness LLP 51 West 52nd Street, 40th Floor New York, New York 10019 Telephone: (212) 554-7263
Email: ynakamura@calderwoodharkness.com
Ironside Capital Management LP:
Katherine Lim, General Counsel & Chief Compliance Officer Telephone: (212) 891-4400
Email: klim@ironsidecap.com
Derek Holt, Head of Operations Telephone: (212) 891-4425
Email: dholt@ironsidecap.com
Rajiv Subramanian, Chief Financial Officer Telephone: (212) 891-4418
Email: rsubramanian@ironsidecap.com
Harmon-Bryce Valuation Advisors LLC:
Dr. Lena Galbraith, CFA, ASA, Principal Harmon-Bryce Valuation Advisors LLC 1185 Avenue of the Americas, Suite 1400 New York, New York 10036 Telephone: (212) 706-3200
Email: lgalbraith@harmonbryce.com
14. Acceptance
If the foregoing terms are acceptable, we respectfully request that Dr. Galbraith countersign this Engagement Letter in the space provided below and return a fully executed copy to Calderwood & Harkness LLP at the address set forth above, to the attention of Yuki Nakamura. A scanned copy transmitted by email to ynakamura@calderwoodharkness.com shall be sufficient to evidence acceptance, provided that an original executed copy follows by overnight courier.
Upon acceptance, please direct the initial retainer of Seventy-Five Thousand Dollars ($75,000.00) wire instructions to Calderwood & Harkness for processing. Harmon-Bryce shall provide its designated account wire instructions promptly upon acceptance of this Engagement Letter, and Calderwood & Harkness will coordinate with Ironside to ensure that the retainer is transmitted within three (3) business days of receipt of such wire instructions.
We are confident that Harmon-Bryce's expertise in the valuation of complex credit instruments will be invaluable in this matter, and we look forward to a productive engagement.
Very truly yours,
CALDERWOOD & HARKNESS LLP
CALDERWOOD & HARKNESS LLP
By: ________
Name: Samuel Eklund
Title: Partner
Date: ________
ACKNOWLEDGED AND AGREED
The undersigned has read and agrees to the terms and conditions set forth in this Engagement Letter and confirms that Harmon-Bryce Valuation Advisors LLC is free of conflicts and prepared to commence the engagement described herein upon receipt of the retainer.
HARMON-BRYCE VALUATION ADVISORS LLC
By: ________
Name: Dr. Lena Galbraith, CFA, ASA
Title: Principal
Date: ________
Enclosures:
(1) Master Fund Administration Agreement dated June 15, 2017, between Ironside Capital Management LP and Vantor Holdings Corp., together with the First Amendment dated March 1, 2019 and the Second Amendment dated June 10, 2022
(2) Ironside Valuation Policy, version 3.2 (effective January 1, 2020)
(3) Position list identifying the forty-seven (47) subject positions across Fund I, Fund II, and Fund III, including CUSIP/ISIN identifiers, position sizes, fund allocations, and Vantor's most recent reported marks
cc: Elliot Brennan, Managing Partner & Chief Investment Officer, Ironside Capital Management LP cc: Katherine Lim, General Counsel & Chief Compliance Officer, Ironside Capital Management LP cc: Linda Osei, Partner, Calderwood & Harkness LLP (billing)

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ACKNOWLEDGED AND AGREED

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