Contract analysis

1. Introduction and Purpose Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm the terms upon which the Firm has been retained by Driftwood Absolute Return Fund Ltd. ("Driftwood" or the "Client"), a Cayman Islands exempted company with its registered office at 4th Floor, Harbour Place, 103 South Church Street, George Town, Grand Cayman, KY1-1002, Cayman Islands, and its principal office at 280 Park

2. Background The following background information has been provided to the Firm by the Client and its representatives and forms the basis upon which the Firm has undertaken this engagement. The Firm has not independently verified the accuracy or completeness of this information and relies upon the Client to provide timely updates should any material facts change. The Client. Driftwood is a credit-focused hedge fund

3. Scope of Representation C&H is engaged to represent Driftwood in its capacity as proposed debtor-in-possession lender in connection with the anticipated Chapter 11 case of Cascabel. The scope of the Firm's representation shall include, without limitation, the following: (a) Structuring and Documenting the DIP Facility. Structuring, negotiating, and documenting the proposed $75,000,000 senior secured superpriority

4. Engagement Team The following attorneys and professionals will constitute the primary engagement team for this matter: Colette Whitman — Partner, Bankruptcy & Restructuring Group. Ms. Whitman will serve as the Responsible Partner for this engagement and will have overall supervisory responsibility for the Firm's representation of the Client. Ms. Whitman will serve as the relationship partner and primary point of c

5. Fees and Billing Rates C&H will charge for its services on an hourly basis at the Firm's standard billing rates, which are currently as follows: The foregoing hourly rates are subject to periodic adjustment, which typically occurs annually and takes effect on January 1 of each year. The Firm will provide the Client with advance written notice of any rate changes prior to their effective date. Rate adjustments will

6. Retainer Concurrently with the execution of this engagement letter, the Client shall pay to the Firm a retainer in the amount of $500,000 (Five Hundred Thousand Dollars) (the "Retainer"). The Retainer shall be funded by Driftwood on a pre-petition basis and shall be transmitted by wire transfer in accordance with the instructions set forth in Enclosure 1 hereto. The Retainer will be deposited into the Firm's attor

7. Fee Reimbursement from Debtors' Estates The DIP Credit Agreement to be negotiated on behalf of the Client in connection with this engagement is expected to include a provision (anticipated as Section 11.04 or a comparable section thereof) requiring the Debtors (i.e., Cascabel and its debtor affiliates, if any) to reimburse, as an administrative expense of the Debtors' estates under Sections 503(b) and 507(a)(2) of

8. Estimated Fees Based on the Firm's current understanding of the scope and anticipated duration of this engagement, and taking into account comparable DIP financing engagements in which the Firm has participated, the Firm estimates that total fees and expenses incurred in connection with this representation will be approximately $2,850,000 (inclusive of both professional fees and out-of-pocket expenses and disburse

9. Conflicts of Interest The Firm has conducted a thorough conflicts check in accordance with its standard policies and procedures and in compliance with the New York Rules of Professional Conduct. Based on the results of that review, the Firm has not identified any conflicts of interest that would preclude the Firm from undertaking this engagement on behalf of the Client. Specifically, the Firm does not currently re

10. Confidentiality and Privilege All communications between the Client and the Firm in connection with this engagement are intended to be, and shall be treated as, subject to the attorney-client privilege and the work-product doctrine to the fullest extent permitted by applicable law. The Firm will maintain the confidentiality of all information provided by or on behalf of the Client in accordance with the applicabl

11. Termination Either party may terminate this engagement at any time upon written notice to the other party. Termination by the Client shall be effective upon receipt of written notice by the Firm. Termination by the Firm shall be effective upon reasonable notice to the Client, subject to the considerations described below. Upon termination of the engagement, regardless of the reason therefor, the Client shall rema

12. Limitation of Liability The Firm's aggregate liability to the Client for any and all claims arising out of or relating to this engagement, whether based in contract, tort, negligence, breach of fiduciary duty, or otherwise, shall not exceed the total amount of fees actually paid by or on behalf of the Client to the Firm under this engagement letter. This limitation of liability applies to all claims and causes of

13. Governing Law and Dispute Resolution This engagement letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to any choice of law or conflict of laws principles that would result in the application of the laws of any other jurisdiction. Any dispute, controversy, or claim arising out of or relating to this engagement letter, the Firm's services hereunder, or t

14. Miscellaneous This engagement letter constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, representations, understandings, and agreements, whether oral or written, between the parties relating to the Firm's engagement by the Client in connection with the matters described herein. This engagement lette

15. Acceptance We are grateful for the opportunity to represent Driftwood in connection with this significant and complex matter. We look forward to working closely with you, your colleagues at DCA, and your other advisors to achieve a successful outcome. If the foregoing terms are acceptable, please indicate the Client's acceptance by countersigning this engagement letter in the space provided below and returning on

1. Wire transfer instructions for Retainer payment

2. Firm's standard billing policies and procedures cc: Priya Venkatesh, Co-Founder & Chief Operating Officer, Driftwood Capital Advisors LLC cc: Nathaniel Bower, Partner, Calderwood & Harkness LLP Professional Category | Hourly Rate Partners | $1,650 Associates | $950 Paraprofessionals (Paralegals and Legal Assistants) | $425