Contract analysis

1. Introduction and Engagement Overview Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm its engagement by Driftwood Capital Management LLC ("DCM"), a Delaware limited liability company (EIN: 82-4917653), in its capacity as the General Partner of Driftwood Absolute Return Fund Ltd. ("DARF" or the "Fund"), a Cayman Islands exempted limited partnership registered with the Cayman Islands Registrar o

2. Clients For purposes of this engagement, C&H's clients shall consist of both DCM and DARF (collectively, the "Clients"). DCM's principal office is located at 680 Lexington Avenue, 31st Floor, New York, NY 10022. DCM's registered agent for service of process in the State of Delaware is Capitol Registered Agents, Inc., located at 1209 Orange Street, Wilmington, Delaware 19801. DARF's registered office is located at

3. Scope of Representation C&H's representation of the Clients will encompass the following workstreams in connection with the Key Person Event triggered under Section 8.04 of the A&R LPA. Each workstream is described in further detail below. 3.1 Key-Person Event Analysis C&H will undertake a comprehensive analysis of the mechanics and consequences of Section 8.04 of the A&R LPA, including the following: (a) Section

4. Limitations on Scope The Clients should be aware of the following limitations on the scope of C&H's engagement: (a) Cayman Islands Law. C&H does not provide legal advice regarding the laws of the Cayman Islands. The Clients should consult separately with qualified Cayman Islands counsel regarding any Cayman Islands regulatory, partnership law, or other legal matters that may arise in connection with the Key Person

5. Engagement Team C&H has assigned the following professionals to this engagement: Graham Sutherland will serve as the responsible partner overseeing all legal advice rendered in connection with this engagement. Mr. Sutherland will be the Clients' primary legal point of contact for substantive matters, and all material legal memoranda, draft documents, and advice letters will be reviewed and approved by Mr. Sutherla

6. Fee Arrangement 6.1 Hourly Rates Services rendered by C&H attorneys in connection with this engagement will be billed on an hourly basis at the following standard rates: • Partners: $1,650 per hour • Associates: $895 per hour The foregoing rates are effective as of the date of this engagement letter and are subject to annual adjustment in accordance with C&H's standard rate-setting process. C&H will provide the Cl

7. Governing Law This engagement letter and the terms and conditions set forth herein shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of law principles that would result in the application of the laws of any other jurisdiction. For the avoidance of doubt, the A&R LPA is governed by the laws of the State of Delaware, and C&H's analysis and advice ren

8. Conflicts of Interest C&H has conducted a conflicts check in accordance with the Firm's standard procedures and the applicable rules of professional conduct. Based on the results of that check, C&H confirms that it is not aware of any current conflict of interest that would preclude the Firm from undertaking this engagement on behalf of the Clients. C&H confirms that it does not currently represent any limited par

9. Confidentiality C&H will maintain the confidentiality of all information received from or on behalf of the Clients in connection with this engagement, consistent with the Firm's professional responsibility obligations under the applicable rules of professional conduct and the protections afforded by the attorney-client privilege and the work product doctrine. C&H will implement reasonable safeguards to protect the

10. Document Retention Upon completion of the engagement, C&H will retain client files (including electronic files) in accordance with the Firm's document retention policy, which currently provides for retention of engagement files for a period of ten (10) years from the date of engagement closure. Following the expiration of such retention period, C&H may destroy or dispose of the engagement files without further no

11. Termination Either party may terminate this engagement at any time upon thirty (30) days' prior written notice to the other party. In the event of termination by either party, the Clients will remain responsible for payment of all fees and disbursements incurred by C&H through the effective date of termination, subject to the Fee Cap set forth in Section 6.2. Upon termination, C&H will cooperate in the orderly tr

12. Acceptance We would appreciate it if you would confirm the Clients' acceptance of the terms set forth in this engagement letter by signing and returning a copy of this letter to the undersigned at your earliest convenience. This engagement shall be deemed to have commenced as of June 11, 2024, upon your execution of this letter. If you have any questions regarding the terms of this engagement, please do not hesit