0000905148-10-002390 Sample Contracts

ESCROW AGREEMENT
Escrow Agreement • December 23rd, 2010 • Ironwood Multi-Strategy Fund LLC • Delaware

Subscription Escrow Agreement (the “Escrow Agreement”) dated as October 18, 2010 (the "Effective Date”) by and among Ironwood Multi-Strategy Fund LLC (the "Issuer") and CSC Trust Company of Delaware, as escrow agent hereunder (the "Escrow Agent").

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FIRST AMENDMENT TO DISTRIBUTION AGREEMENT
Distribution Agreement • December 23rd, 2010 • Ironwood Multi-Strategy Fund LLC • Delaware

This First Amendment (the “Amendment”) to the Distribution Agreement (the “Agreement”), dated as of October 5, 2010 by and among each of the Funds listed on Exhibit A to the Agreement (each a “Fund” and collectively, the “Funds”), and Foreside Fund Services, LLC, a Delaware limited liability company (“Distributor”) is hereby effective as of December 21, 2010 (the “Effective Date”).

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