CALDERWOOD & HARKNESS LLP Attorneys at Law 51 West 52nd Street, 40th Floor New York, NY 10019

Telephone: (212) 554-9000 Facsimile: (212) 554-9001 www.calderwoodharkness.com

December 10, 2024

BY FIRST-CLASS MAIL AND ELECTRONIC MAIL

Gregory Dane, Esq. Whitfield, Dane & Corcoran LLP 200 South Biscayne Boulevard, Suite 3600 Miami, FL 33131

Re: Ironside Capital Management LP v. Vantor Holdings Corp. Mediation before Brookstone ADR Services LLC (Ref: BADR-2024-00391) Sent on behalf of our client, Ironside Capital Management LP

Dear Mr. Dane:

We write on behalf of our client, Ironside Capital Management LP ("Ironside"), to confirm in writing that the pre-suit mediation between Ironside and your client, Vantor Holdings Corp. ("Vantor"), conducted under the auspices of Brookstone ADR Services LLC, has terminated without resolution. As you are aware, the Honorable Sandra Kwan (Ret.), of Brookstone ADR Services LLC, 575 Lexington Avenue, Suite 1200, New York, NY 10022, served as the neutral mediator in this matter. Judge Kwan formally declared the mediation terminated on December 6, 2024, following the parties' final in-person session. The mediation process commenced in March 2024, and the parties engaged in multiple sessions — including both joint sessions and separate caucuses — over the course of approximately nine months, from March 2024 through December 6, 2024. Despite the extended duration of the mediation process and the good-faith efforts of Ironside and its representatives to explore all avenues for resolution, the parties were ultimately unable to reach a settlement of Ironside's claims. This letter sets forth the current posture of this matter and Ironside's intended course of action.

Summary of Claims and Dispute Background

As you are well aware, the dispute at issue arises from Vantor's systematic misvaluation of illiquid credit and structured-product positions held across three Ironside feeder funds: Ironside Credit Opportunities Fund LP ("Fund I"), Ironside Structured Alpha Fund LP ("Fund II"), and Ironside Special Situations Fund LP ("Fund III"). Vantor was retained to provide fund administration and valuation services to Ironside and the foregoing funds pursuant to the Master Fund Administration Agreement dated June 15, 2017, bearing Vantor reference number VHC-ICM-2017-0615 (the "FAA"), as subsequently modified by the First Amendment to the FAA, dated March 1, 2019, and the Second Amendment to the FAA, dated June 10, 2022. The FAA, together with its amendments, imposed upon Vantor specific and detailed obligations regarding the independent pricing, valuation, and reporting of fund assets, including obligations with respect to the marking and fair-value determination of illiquid and hard-to-value positions.

Our investigation, supported by expert analysis, has established that Vantor's misvaluation of illiquid credit and structured-product positions persisted across eleven consecutive quarters, spanning from Q1 2021 (the quarter ending March 31, 2021) through Q3 2023 (the quarter ending September 30, 2023). During this period, Vantor's valuation errors — which followed a systematic pattern indicative of deliberate manipulation or, at minimum, reckless disregard for its contractual and professional obligations — affected no fewer than forty-seven distinct illiquid positions held across the three funds. The aggregate overvaluation resulting from Vantor's conduct has been determined to be approximately $287 million, allocated as follows: $156.4 million attributable to Fund I, $88.7 million attributable to Fund II, and $41.9 million attributable to Fund III. These figures were established by the independent preliminary valuation report of Harmon-Bryce Valuation Advisors LLC, dated September 22, 2023, and have been separately confirmed through the forensic accounting analysis conducted by Kessler Forensic Accounting Group PC.

As you will also recall, Ironside issued a formal demand letter to Vantor, dated November 15, 2023, in which Ironside demanded payment of $287 million in compensatory damages, together with consequential damages arising from the misvaluation, including but not limited to regulatory remediation costs, costs of investor-related litigation, and reputational harm. Vantor, through your firm, responded by letter dated December 20, 2023, in which Vantor denied all allegations of misvaluation, wrongdoing, and liability, and asserted that any exposure on Vantor's part is limited to $2.98 million pursuant to the contractual liability cap set forth in Section 9.3 of the FAA.

Throughout the mediation process, the parties' positions on this central issue remained fundamentally irreconcilable. Vantor's persistent insistence on the applicability of the $2.98 million contractual liability cap — which Vantor calculates as two times the aggregate twelve-month fees preceding termination (approximately $1.49 million per annum) — constituted the principal obstacle to any meaningful progress toward resolution. As we have stated repeatedly during the mediation proceedings and in correspondence exchanged between counsel, it is Ironside's position that the liability cap contained in FAA § 9.3 is, by its express terms, inapplicable to claims sounding in fraud and willful misconduct, and that the cap is further unenforceable as a matter of New York law to the extent Vantor seeks to invoke it as a shield against liability for its own intentional or grossly negligent conduct. The evidence developed to date fully supports Ironside's contention that Vantor's conduct far exceeded mere negligence, and Ironside remains confident in the strength of its position on this issue.

Ironside's Intention to Proceed to Litigation

In light of the foregoing and the unsuccessful conclusion of the mediation, we are instructed to advise you that Ironside has directed Calderwood & Harkness LLP to proceed with the preparation and filing of a verified complaint against Vantor in the Supreme Court of the State of New York, Commercial Division, New York County. As you are aware, this forum is designated by the forum selection clause contained in FAA § 14.3, which provides that any disputes arising out of or relating to the FAA shall be governed by New York law (without regard to conflict-of-laws principles), that venue shall lie exclusively in the Supreme Court of the State of New York, New York County, and that the parties have agreed to waive trial by jury in connection with any such dispute.

Ironside intends to assert claims against Vantor including, without limitation, the following: (i) common-law fraud; (ii) fraudulent concealment; (iii) negligent misrepresentation; (iv) breach of contract, including material breach of the express obligations set forth in FAA §§ 3.1 and 4.2 relating to the pricing and valuation of fund assets; (v) breach of fiduciary duty; (vi) aiding and abetting fraud; and (vii) unjust enrichment. Ironside will seek compensatory damages in an amount not less than $287 million, together with consequential damages, including but not limited to regulatory remediation costs, defense costs incurred in connection with investor litigation, and damages arising from reputational harm to Ironside and the funds. In addition, Ironside intends to seek punitive damages on the fraud-based counts, as well as attorneys' fees and costs of suit pursuant to FAA § 9.4 and applicable law. The verified complaint is expected to be filed in the near term, and Ironside reserves its right to seek all additional and alternative relief to which it may be entitled.

Preservation of Rights and Remedies

This letter is written without prejudice to, and nothing in the mediation or in this letter shall constitute or be construed as, a waiver of any of Ironside's rights, claims, causes of action, or remedies, whether at law or in equity, against Vantor or any other person or entity. Ironside expressly reserves all rights under the FAA, including but not limited to its indemnification rights under FAA § 9.1, which provides for indemnification of Ironside and its affiliates, partners, officers, directors, employees, and agents for any losses, damages, liabilities, costs, and expenses arising from Vantor's breach of, or failure to perform under, the FAA. All such rights are fully preserved and may be asserted in any judicial or other proceeding.

In addition, and consistent with the parties' executed Mediation Agreement and Confidentiality Stipulation, as well as applicable law, all communications, proposals, settlement offers, and discussions made during the course of the mediation before Judge Kwan remain strictly confidential and shall be inadmissible in any subsequent judicial, arbitral, or administrative proceeding. Ironside fully intends to honor these confidentiality obligations and expects Vantor to do the same.

Ironside further reserves its right to seek pre-suit discovery to the extent permitted by law, including pursuant to New York Civil Practice Law and Rules § 3102(c), with respect to, among other things, Vantor email archives maintained by DataVault Solutions Inc. and any other electronically stored information that may be necessary to aid in bringing the anticipated action or to identify additional parties or claims, to the extent such materials have not already been obtained through the mediation process or otherwise.

Document Preservation Obligations

We take this opportunity to remind you and your client of Vantor's continuing, independent obligation to preserve all documents, records, and electronically stored information ("ESI") that are relevant or potentially relevant to the claims and defenses in this matter. This obligation extends to all custodians and data sources within Vantor's possession, custody, or control, and encompasses, without limitation, the following categories of materials:

• All internal valuation models, pricing sheets, and net asset value calculations relating to the Ironside feeder funds and any master or parallel fund vehicles;

• All pricing methodologies, valuation policies, and standard operating procedures applicable to the illiquid and structured-product positions at issue;

• All broker-quote sourcing records, including correspondence with third-party pricing vendors and broker-dealers, and any internal analyses evaluating the reliability or accuracy of such quotes;

• All internal communications — including emails, instant messages, memoranda, and notes — of Nathan Orris, Senior Vice President, Valuation Services, and Deepa Rajaram, Vice President, Client Valuation Operations, as well as any other Vantor personnel involved in the valuation or administration of the Ironside account;

• All quality control, audit, and supervisory review records relating to the Ironside account;

• All client-facing reports, statements, and correspondence provided to Ironside or any of the feeder funds; and

• All materials of any kind relating to the Ironside account for the period from Q1 2021 (January 1, 2021) through Q3 2023 (September 30, 2023), and any materials created thereafter that relate to or reference the foregoing period or the claims at issue in this matter.

We trust that Vantor has implemented and continues to maintain a comprehensive litigation hold with respect to all such materials. Any spoliation, destruction, alteration, or loss of relevant evidence — whether intentional or resulting from a failure to implement and enforce adequate preservation measures — will be addressed through all appropriate legal remedies, including motions for adverse inference instructions, sanctions, and such other relief as the court may deem just and appropriate.

Conclusion

Notwithstanding the foregoing, Calderwood & Harkness LLP remains willing to discuss a resolution of this dispute at any time, should Vantor demonstrate a genuine willingness to engage in meaningful settlement discussions. However, absent such engagement, Ironside will proceed with the filing of the verified complaint and the vigorous prosecution of its claims through litigation.

If Vantor wishes to discuss this matter further prior to the filing of the complaint, please do not hesitate to contact me directly at the number and address below. I am available to speak with you or your colleagues at your convenience, and I would welcome the opportunity to explore whether a constructive dialogue remains possible before the commencement of formal proceedings.

Samuel Eklund, Partner Calderwood & Harkness LLP 51 West 52nd Street, 40th Floor New York, NY 10019 Direct: (212) 554-9147

Email: seklund@calderwoodharkness.com

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Samuel Eklund Partner

cc: (via email)

Elliot Brennan, Managing Partner & Chief Investment Officer, Ironside Capital Management LP

Katherine Lim, General Counsel & Chief Compliance Officer, Ironside Capital Management LP

Linda Osei, Calderwood & Harkness LLP

Yuki Nakamura, Calderwood & Harkness LLP

Enclosures: None

CALDERWOOD & HARKNESS LLP Attorneys at Law 51 West 52nd Street, 40th Floor New York, NY 10019
Telephone: (212) 554-9000 Facsimile: (212) 554-9001 www.calderwoodharkness.com
December 10, 2024
BY FIRST-CLASS MAIL AND ELECTRONIC MAIL
Gregory Dane, Esq. Whitfield, Dane & Corcoran LLP 200 South Biscayne Boulevard, Suite 3600 Miami, FL 33131
Re: Ironside Capital Management LP v. Vantor Holdings Corp. Mediation before Brookstone ADR Services LLC (Ref: BADR-2024-00391) Sent on behalf of our client, Ironside Capital Management LP
Dear Mr. Dane:
We write on behalf of our client, Ironside Capital Management LP ("Ironside"), to confirm in writing that the pre-suit mediation between Ironside and your client, Vantor Holdings Corp. ("Vantor"), conducted under the auspices of Brookstone ADR Services LLC, has terminated without resolution. As you are aware, the Honorable Sandra Kwan (Ret.), of Brookstone ADR Services LLC, 575 Lexington Avenue, Suite 1200, New York, NY 10022, served as the neutral mediator in this matter. Judge Kwan formally declared the mediation terminated on December 6, 2024, following the parties' final in-person session. The mediation process commenced in March 2024, and the parties engaged in multiple sessions — including both joint sessions and separate caucuses — over the course of approximately nine months, from March 2024 through December 6, 2024. Despite the extended duration of the mediation process and the good-faith efforts of Ironside and its representatives to explore all avenues for resolution, the parties were ultimately unable to reach a settlement of Ironside's claims. This letter sets forth the current posture of this matter and Ironside's intended course of action.
Summary of Claims and Dispute Background
As you are well aware, the dispute at issue arises from Vantor's systematic misvaluation of illiquid credit and structured-product positions held across three Ironside feeder funds: Ironside Credit Opportunities Fund LP ("Fund I"), Ironside Structured Alpha Fund LP ("Fund II"), and Ironside Special Situations Fund LP ("Fund III"). Vantor was retained to provide fund administration and valuation services to Ironside and the foregoing funds pursuant to the Master Fund Administration Agreement dated June 15, 2017, bearing Vantor reference number VHC-ICM-2017-0615 (the "FAA"), as subsequently modified by the First Amendment to the FAA, dated March 1, 2019, and the Second Amendment to the FAA, dated June 10, 2022. The FAA, together with its amendments, imposed upon Vantor specific and detailed obligations regarding the independent pricing, valuation, and reporting of fund assets, including obligations with respect to the marking and fair-value determination of illiquid and hard-to-value positions.
Our investigation, supported by expert analysis, has established that Vantor's misvaluation of illiquid credit and structured-product positions persisted across eleven consecutive quarters, spanning from Q1 2021 (the quarter ending March 31, 2021) through Q3 2023 (the quarter ending September 30, 2023). During this period, Vantor's valuation errors — which followed a systematic pattern indicative of deliberate manipulation or, at minimum, reckless disregard for its contractual and professional obligations — affected no fewer than forty-seven distinct illiquid positions held across the three funds. The aggregate overvaluation resulting from Vantor's conduct has been determined to be approximately $287 million, allocated as follows: $156.4 million attributable to Fund I, $88.7 million attributable to Fund II, and $41.9 million attributable to Fund III. These figures were established by the independent preliminary valuation report of Harmon-Bryce Valuation Advisors LLC, dated September 22, 2023, and have been separately confirmed through the forensic accounting analysis conducted by Kessler Forensic Accounting Group PC.
As you will also recall, Ironside issued a formal demand letter to Vantor, dated November 15, 2023, in which Ironside demanded payment of $287 million in compensatory damages, together with consequential damages arising from the misvaluation, including but not limited to regulatory remediation costs, costs of investor-related litigation, and reputational harm. Vantor, through your firm, responded by letter dated December 20, 2023, in which Vantor denied all allegations of misvaluation, wrongdoing, and liability, and asserted that any exposure on Vantor's part is limited to $2.98 million pursuant to the contractual liability cap set forth in Section 9.3 of the FAA.
Throughout the mediation process, the parties' positions on this central issue remained fundamentally irreconcilable. Vantor's persistent insistence on the applicability of the $2.98 million contractual liability cap — which Vantor calculates as two times the aggregate twelve-month fees preceding termination (approximately $1.49 million per annum) — constituted the principal obstacle to any meaningful progress toward resolution. As we have stated repeatedly during the mediation proceedings and in correspondence exchanged between counsel, it is Ironside's position that the liability cap contained in FAA § 9.3 is, by its express terms, inapplicable to claims sounding in fraud and willful misconduct, and that the cap is further unenforceable as a matter of New York law to the extent Vantor seeks to invoke it as a shield against liability for its own intentional or grossly negligent conduct. The evidence developed to date fully supports Ironside's contention that Vantor's conduct far exceeded mere negligence, and Ironside remains confident in the strength of its position on this issue.
Ironside's Intention to Proceed to Litigation
In light of the foregoing and the unsuccessful conclusion of the mediation, we are instructed to advise you that Ironside has directed Calderwood & Harkness LLP to proceed with the preparation and filing of a verified complaint against Vantor in the Supreme Court of the State of New York, Commercial Division, New York County. As you are aware, this forum is designated by the forum selection clause contained in FAA § 14.3, which provides that any disputes arising out of or relating to the FAA shall be governed by New York law (without regard to conflict-of-laws principles), that venue shall lie exclusively in the Supreme Court of the State of New York, New York County, and that the parties have agreed to waive trial by jury in connection with any such dispute.
Ironside intends to assert claims against Vantor including, without limitation, the following: (i) common-law fraud; (ii) fraudulent concealment; (iii) negligent misrepresentation; (iv) breach of contract, including material breach of the express obligations set forth in FAA §§ 3.1 and 4.2 relating to the pricing and valuation of fund assets; (v) breach of fiduciary duty; (vi) aiding and abetting fraud; and (vii) unjust enrichment. Ironside will seek compensatory damages in an amount not less than $287 million, together with consequential damages, including but not limited to regulatory remediation costs, defense costs incurred in connection with investor litigation, and damages arising from reputational harm to Ironside and the funds. In addition, Ironside intends to seek punitive damages on the fraud-based counts, as well as attorneys' fees and costs of suit pursuant to FAA § 9.4 and applicable law. The verified complaint is expected to be filed in the near term, and Ironside reserves its right to seek all additional and alternative relief to which it may be entitled.
Preservation of Rights and Remedies
This letter is written without prejudice to, and nothing in the mediation or in this letter shall constitute or be construed as, a waiver of any of Ironside's rights, claims, causes of action, or remedies, whether at law or in equity, against Vantor or any other person or entity. Ironside expressly reserves all rights under the FAA, including but not limited to its indemnification rights under FAA § 9.1, which provides for indemnification of Ironside and its affiliates, partners, officers, directors, employees, and agents for any losses, damages, liabilities, costs, and expenses arising from Vantor's breach of, or failure to perform under, the FAA. All such rights are fully preserved and may be asserted in any judicial or other proceeding.
In addition, and consistent with the parties' executed Mediation Agreement and Confidentiality Stipulation, as well as applicable law, all communications, proposals, settlement offers, and discussions made during the course of the mediation before Judge Kwan remain strictly confidential and shall be inadmissible in any subsequent judicial, arbitral, or administrative proceeding. Ironside fully intends to honor these confidentiality obligations and expects Vantor to do the same.
Ironside further reserves its right to seek pre-suit discovery to the extent permitted by law, including pursuant to New York Civil Practice Law and Rules § 3102(c), with respect to, among other things, Vantor email archives maintained by DataVault Solutions Inc. and any other electronically stored information that may be necessary to aid in bringing the anticipated action or to identify additional parties or claims, to the extent such materials have not already been obtained through the mediation process or otherwise.
Document Preservation Obligations
We take this opportunity to remind you and your client of Vantor's continuing, independent obligation to preserve all documents, records, and electronically stored information ("ESI") that are relevant or potentially relevant to the claims and defenses in this matter. This obligation extends to all custodians and data sources within Vantor's possession, custody, or control, and encompasses, without limitation, the following categories of materials:
•  All internal valuation models, pricing sheets, and net asset value calculations relating to the Ironside feeder funds and any master or parallel fund vehicles;
•  All pricing methodologies, valuation policies, and standard operating procedures applicable to the illiquid and structured-product positions at issue;
•  All broker-quote sourcing records, including correspondence with third-party pricing vendors and broker-dealers, and any internal analyses evaluating the reliability or accuracy of such quotes;
•  All internal communications — including emails, instant messages, memoranda, and notes — of Nathan Orris, Senior Vice President, Valuation Services, and Deepa Rajaram, Vice President, Client Valuation Operations, as well as any other Vantor personnel involved in the valuation or administration of the Ironside account;
•  All quality control, audit, and supervisory review records relating to the Ironside account;
•  All client-facing reports, statements, and correspondence provided to Ironside or any of the feeder funds; and
•  All materials of any kind relating to the Ironside account for the period from Q1 2021 (January 1, 2021) through Q3 2023 (September 30, 2023), and any materials created thereafter that relate to or reference the foregoing period or the claims at issue in this matter.
We trust that Vantor has implemented and continues to maintain a comprehensive litigation hold with respect to all such materials. Any spoliation, destruction, alteration, or loss of relevant evidence — whether intentional or resulting from a failure to implement and enforce adequate preservation measures — will be addressed through all appropriate legal remedies, including motions for adverse inference instructions, sanctions, and such other relief as the court may deem just and appropriate.
Conclusion
Notwithstanding the foregoing, Calderwood & Harkness LLP remains willing to discuss a resolution of this dispute at any time, should Vantor demonstrate a genuine willingness to engage in meaningful settlement discussions. However, absent such engagement, Ironside will proceed with the filing of the verified complaint and the vigorous prosecution of its claims through litigation.
If Vantor wishes to discuss this matter further prior to the filing of the complaint, please do not hesitate to contact me directly at the number and address below. I am available to speak with you or your colleagues at your convenience, and I would welcome the opportunity to explore whether a constructive dialogue remains possible before the commencement of formal proceedings.
Samuel Eklund, Partner Calderwood & Harkness LLP 51 West 52nd Street, 40th Floor New York, NY 10019 Direct: (212) 554-9147
Email: seklund@calderwoodharkness.com
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Samuel Eklund Partner
cc: (via email)
Elliot Brennan, Managing Partner & Chief Investment Officer, Ironside Capital Management LP
Katherine Lim, General Counsel & Chief Compliance Officer, Ironside Capital Management LP
Linda Osei, Calderwood & Harkness LLP
Yuki Nakamura, Calderwood & Harkness LLP
Enclosures: None

CALDERWOOD & HARKNESS LLP Attorneys at Law 51 West 52nd Street, 40th Floor New York, NY 10019

BY FIRST-CLASS MAIL AND ELECTRONIC MAIL

CALDERWOOD & HARKNESS LLP

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