Contract analysis

I. EXECUTIVE SUMMARY Calderwood & Harkness LLP ("C&H" or the "Firm") was engaged on June 11, 2024 by Driftwood Capital Management LLC ("DCM"), in its capacity as General Partner of Driftwood Absolute Return Fund Ltd. ("DARF" or the "Fund"), to advise on the legal implications of, and governance response to, a key-person event triggered by the sudden medical incapacitation of Marcus J. Whitmore, the Fund's founder, Ch

II. CLIENT AND FUND IDENTIFICATION A. The Fund The client entity for this engagement is Driftwood Absolute Return Fund Ltd., a Cayman Islands exempted limited partnership registered under the Exempted Limited Partnership Act (As Revised) of the Cayman Islands. The Fund's key identifying information and structural details are set forth below. Full Legal Name: Driftwood Absolute Return Fund Ltd. Entity Type: Cayman Isl

III. ENGAGEMENT TEAM AND FEE ARRANGEMENT A. Calderwood & Harkness LLP Engagement Team The following attorneys of Calderwood & Harkness LLP's Funds & Asset Management practice group were assigned to this matter and performed substantive work during the engagement: Graham Sutherland served as the Responsible Partner for the engagement and maintained oversight of all legal analysis, strategic recommendations, client com

IV. BACKGROUND: THE KEY-PERSON EVENT A. Marcus J. Whitmore — Profile Marcus J. Whitmore is the founder, Chief Investment Officer, and controlling Managing Member (90% membership interest) of Driftwood Capital Management LLC. Whitmore established DCM and the Fund in 2017 following a distinguished career spanning twenty-eight (28) years in multi-strategy institutional investing. Prior to founding DCM, Whitmore served a

Section 8.04(b) of the A&R LPA provides, in relevant part, as follows: A "Key Person Event" shall be deemed to have occurred if a Key Person designated pursuant to Section 8.04(a) is "unable to devote substantially all of his professional time and attention to the affairs of the Partnership for a period of seven (7) consecutive calendar days," absent the prior written notice of such Key Person delivered to the Genera

V. DETAILED MATTER TIMELINE A. Phase 1: Initial Response (June 10–17, 2024) June 10, 2024 — Key Person Event Deemed Triggered. As described in Section IV.C above, the Key Person Event under Section 8.04(b) of the A&R LPA was deemed triggered as of June 10, 2024, upon expiration of the seven-consecutive-calendar-day period during which Whitmore was unable to devote substantially all of his professional time and attent

VI. SUMMARY OF KEY OUTCOMES A. Successor Key Person Designations The First Amendment to the A&R LPA designates the following individuals as joint Successor Key Persons under amended Section 8.04: Elaine R. Sato • Title: Deputy Chief Investment Officer and Managing Member (10%) of DCM • Experience: 19 years of institutional investment management experience. Ms. Sato joined Driftwood Capital Management at inception in

VII. DOCUMENT INDEX — KEY ENGAGEMENT DELIVERABLES The following documents were produced, reviewed, or received by Calderwood & Harkness LLP during the course of this engagement. All documents are maintained in the matter file under Matter No. 1024-00002 in accordance with the Firm's document retention policy.

VIII. DOCUMENT RETENTION INSTRUCTIONS All matter files generated in connection with Matter No. 1024-00002 shall be retained in accordance with the Calderwood & Harkness LLP standard document retention policy (Firm Policy No. RM-2022-04, as amended). Specific retention instructions for this engagement are as follows:

1. Electronic Files. All electronic files, including drafts, correspondence, memoranda, research, and work product, shall be maintained on the Firm's secure document management system (Vireo Data Systems) under Matter No. 1024-00002. Electronic files shall be retained for a period of not less than ten (10) years from the date of engagement closure, unless otherwise instructed by the Responsible Partner or required by

2. Hard Copy Originals. Original executed copies of the First Amendment to the A&R LPA and the GP Closing Certificate and Consent Tabulation shall be stored in the Firm's secure records vault (Vault Reference: NY-V-2024-0871). Access to vault materials is restricted to authorized personnel and requires Responsible Partner approval.

3. LP Consent Forms. Copies of all executed LP consent forms received during the consent solicitation period shall be maintained in the matter file (both electronic and hard copy). Original executed consent forms have been delivered to DCM for its records.

4. Client Access. DCM, as the client, is authorized to receive copies of all engagement deliverables upon request. Originals of the executed First Amendment have been delivered to DCM. Requests for additional copies or access to matter files should be directed to the Responsible Partner.

5. Cayman Registered Agent. Archipelago Corporate Services Ltd., as the Fund's Cayman Islands registered agent, is to be furnished with copies of the executed First Amendment and such other documents as may be required for the Fund's statutory records and regulatory filings in the Cayman Islands. DCM has been advised to coordinate directly with Archipelago for this purpose.

6. Confidentiality. All matter files remain subject to the attorney-client privilege, the work product doctrine, and the Firm's confidentiality obligations. No matter files shall be disclosed to any third party without the prior written consent of the client and the approval of the Responsible Partner, except as required by applicable law, regulation, or court order.

IX. OUTSTANDING MATTERS AND POST-CLOSING NOTES As of the date of this memorandum, there are no outstanding legal issues or open work items requiring further action by Calderwood & Harkness LLP. The engagement has been fully completed, and the Firm has no continuing obligations in connection with Matter No. 1024-00002. The following post-closing observations are noted for the record:

1. Ongoing GP Compliance. The General Partner (DCM) is responsible for ongoing compliance with the provisions of the A&R LPA as amended by the First Amendment. This includes, without limitation, the designation of the IAC-nominated independent member of the Investment Committee pursuant to amended Section 9.02, the implementation and operation of the Investment Committee under new Section 8.05, and compliance with th

2. Whitmore Carry Vesting. The vesting of Marcus J. Whitmore's residual carried interest — 50% ratable over 36 months from June 10, 2024 — is to be administered by DCM in accordance with the terms of the First Amendment. C&H has no ongoing role in the administration or monitoring of the vesting schedule absent a further engagement.

3. Fund Service Provider Notifications. DCM has confirmed that the following Fund service providers have been notified of the First Amendment and the change in key personnel: Pinnacle Fund Services (Cayman) Ltd. (fund administrator), Graystone & Whitfield LLP (auditor), and Halcyon Securities International Ltd. (prime broker). C&H reviewed and confirmed the adequacy of these notifications prior to engagement closure.

4. Future Key-Person Events. Any future key-person event, successor designation, or further amendment to the A&R LPA would fall outside the scope of the closed engagement and would require a new engagement with C&H or other counsel selected by DCM.

5. Regulatory Considerations. No Cayman Islands regulatory filings arising from the amendment were identified as being due during the engagement period. DCM has been advised to consult with Cayman Islands counsel and the Fund's registered agent regarding any future statutory or regulatory filings that may be required as a result of the change in key personnel or the amendment of the partnership agreement.

X. CLOSING CERTIFICATION The undersigned hereby certify that the engagement described in this memorandum — Matter No. 1024-00002, Calderwood & Harkness LLP's representation of Driftwood Capital Management LLC and Driftwood Absolute Return Fund Ltd. in connection with the Key-Person Event and Successor Governance Advisory — has been completed in accordance with the scope of work set forth in the engagement letter date