Contract analysis

I. Governing Law. The Original Agreement and this Amendment are governed by and construed in accordance with the laws of the State of Delaware, without regard to principles of conflicts of law thereof that would result in the application of the laws of any other jurisdiction. NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants and agreements set forth herein, and other good and valuable c

ARTICLE I — DEFINITIONS AND INTERPRETATION

Section 1.1 — Defined Terms All capitalized terms used in this Amendment and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Original Agreement. In addition to the defined terms set forth elsewhere in this Amendment, the following terms shall have the meanings set forth below when used in this Amendment and, from and after the Amendment Effective Date, when used in the Or

Section 1.2 — Interpretation The Original Agreement, as amended by this Amendment, shall be read and construed as a single integrated instrument. All references in the Original Agreement to "this Agreement," "herein," "hereof," "hereunder," and words of similar import shall, from and after the Amendment Effective Date, be deemed to refer to the Original Agreement as amended by this Amendment. In the event of any conf

ARTICLE II — AMENDMENT OF SECTION 8.04 (KEY PERSON)

Section 2.1 — Amendment of Section 8.04(a) — Definition of Key Person

Section 8.04(a) of the Original Agreement is hereby deleted in its entirety and replaced with the following: "(a) Key Person. 'Key Person' shall mean each of Elaine R. Sato and Jonathan K. Huang (each, a 'Successor Key Person' and collectively, the 'Key Persons'). Both Key Persons must be actively involved in the management of the Partnership's investment activities on a substantially full-time basis (meaning the dev

Section 2.2 — Amendment of Section 8.04(b) — Key Person Event Trigger

Section 8.04(b) of the Original Agreement is hereby deleted in its entirety and replaced with the following: "(b) Key Person Event; Single Key Person Departure. (i) A 'Key Person Event' shall be deemed to have occurred if both Key Persons cease to devote substantially all of their respective professional time and attention to the affairs of the Partnership, whether by reason of death, permanent disability (as determi

Section 2.3 — Amendment of Section 8.04(c) — Consequences of Key Person Events

Section 8.04(c) of the Original Agreement is hereby deleted in its entirety and replaced with the following: "(c) Consequences of Key Person Events; Single Key Person Departure. (a) Section 8.04(c)(i) — Full Key Person Event (Both Key Persons). "(c)(i) Full Key Person Event. If a Key Person Event has occurred (i.e., both Key Persons have ceased to devote substantially all of their respective professional time and att

Section 2.4 — Amendment of Section 8.04(d) — LP Consent for Replacement Key Persons

Section 8.04(d) of the Original Agreement is hereby amended and restated to read in its entirety as follows: "(d) LP Consent for Replacement Key Persons. The consent threshold for any future designation of one or more replacement Key Persons, whether proposed in connection with a full Key Person Event under Section 8.04(c)(i) or a Single Key Person Departure under Section 8.04(c)(ii), shall be sixty-six and two-third

Section 2.5 — Addition of Section 8.04(e) — Cure of Current Key Person Event The following new Section 8.04(e) is hereby added to the Original Agreement immediately following Section 8.04(d): "(e) Cure of June 10, 2024 Key Person Event. The Parties hereby acknowledge and agree that the First Amendment to this Agreement, dated as of the Amendment Effective Date, constitutes a cure of the Key Person Event that occurred

Section 2.6 — Addition of Section 8.04(f) — Senior Advisor Designation The following new Section 8.04(f) is hereby added to the Original Agreement immediately following the new Section 8.04(e): "(f) Senior Advisor Designation. (i) Marcus J. Whitmore is hereby designated as 'Senior Advisor' to the Partnership, effective as of the Amendment Effective Date. The Senior Advisor designation is honorary and advisory in natu

ARTICLE III — ADDITION OF SECTION 8.05 (INVESTMENT COMMITTEE)

Section 3.1 — Section 8.05(a) — Establishment and Composition The following new Section 8.05 is hereby added to the Original Agreement immediately following Section 8.04 (as amended hereby): "Section 8.05 Investment Committee. (a) Establishment and Composition. An Investment Committee of the Partnership (the 'Investment Committee') is hereby established, effective as of the Amendment Effective Date. The Investment Co

Section 3.2 — Section 8.05(b) — Authority and Responsibilities "(b) Authority and Responsibilities. The Investment Committee shall have the following authority and responsibilities: (i) New Investment Approvals. The Investment Committee shall review and approve all new investment commitments proposed by the General Partner that exceed a threshold to be determined by the General Partner from time to time (but in no ev

Section 3.3 — Section 8.05(c) — Independent Member "(c) Independent Member. (i) Designation. The IAC shall designate the Independent Member within thirty (30) calendar days of the Amendment Effective Date. If the IAC fails to designate the Independent Member within such thirty (30) calendar day period, the General Partner may designate a temporary Independent Member to serve until such time as the IAC makes its desig

Section 3.4 — Section 8.05(d) — Voting; Quorum "(d) Voting; Quorum. (i) Each member of the Investment Committee shall have one (1) vote on each matter submitted to the Investment Committee for approval. No member may delegate his or her voting rights or appoint a proxy to vote on his or her behalf except with the prior written consent of all other members of the Investment Committee. (ii) A quorum for the transaction

Section 3.5 — Section 8.05(e) — Vacancies "(e) Vacancies. (i) If either Elaine R. Sato or Jonathan K. Huang ceases to serve on the Investment Committee for any reason (including, without limitation, death, permanent disability, voluntary resignation, or removal), the provisions of Section 8.04(c)(ii) (Single Key Person Departure) shall apply as if a Single Key Person Departure had occurred, and the Replacement Period

ARTICLE IV — AMENDMENT OF SECTION 14.01 (AMENDMENTS)

Section 4.1 — Conforming Amendment to Section 14.01

Section 14.01 of the Original Agreement is hereby amended by adding the following proviso at the end of the first sentence thereof: "; provided, however, that, notwithstanding anything herein to the contrary, any amendment, modification, waiver, or supplement to Section 8.04 (Key Person), Section 8.05 (Investment Committee), or Schedule A (Carried Interest Allocation) of this Agreement shall require the prior written

ARTICLE V — AMENDMENT OF SCHEDULE A (CARRIED INTEREST ALLOCATION)

Section 5.1 — Restatement of Schedule A Schedule A to the Original Agreement (Carried Interest Allocation) is hereby deleted in its entirety and replaced with the revised Schedule A set forth in Exhibit A attached to this Amendment and incorporated herein by reference. The revised Schedule A shall be effective as of the Amendment Effective Date and shall govern the allocation of the General Partner's incentive alloca

Section 5.2 — Revised Carried Interest Allocation The General Partner's incentive allocation (the "Carried Interest") shall remain at twenty percent (20%) of net new profits above the high-water mark (which, as of December 31, 2023, is One Hundred Forty-Two Dollars and Sixty-Seven Cents ($142.67) per unit), subject to a six percent (6%) per annum annualized preferred return hurdle rate with full catch-up, all in acco

Section 5.3 — Whitmore Carry Vesting Schedule The carried interest entitlement of Mr. Whitmore that has accrued but remains unrealized as of the date of the Key Person Event (June 10, 2024) (the "Accrued Whitmore Carry") shall vest in accordance with the following schedule: (a) Immediately Vested Carry. Fifty percent (50%) of the Accrued Whitmore Carry shall vest immediately as of the Amendment Effective Date (the "I

Section 5.4 — Sato and Huang Carry The carried interest allocations of Ms. Sato and Mr. Huang are hereby revised as follows, effective as of the Amendment Effective Date: (a) Sato Carry. Ms. Sato's carried interest allocation is increased from one and one-half percent (1.5%) to seven percent (7%) of the General Partner's twenty percent (20%) incentive allocation, effective as of the Amendment Effective Date. Ms. Sato

ARTICLE VI — REPRESENTATIONS AND ACKNOWLEDGMENTS

Section 6.1 — GP Representations The General Partner hereby represents and warrants to the Limited Partners as follows, as of the date hereof and as of the Amendment Effective Date: (a) The General Partner has the full power, authority, and legal capacity to execute and deliver this Amendment on behalf of the Partnership and to perform its obligations hereunder. The execution, delivery, and performance of this Amendm

Section 6.2 — Acknowledgment of Key Person Event Cure Each Limited Partner executing this Amendment (or delivering a separate written consent in the form attached hereto as Exhibit B) hereby acknowledges and agrees that, upon the Amendment Effective Date, the Key Person Event that occurred on June 10, 2024, in connection with the incapacity of Marcus J. Whitmore, shall be deemed cured and fully resolved, and the Inve

Section 6.3 — Acknowledgment of Senior Advisor Designation Each Limited Partner executing this Amendment (or delivering a separate written consent) hereby acknowledges and agrees that Marcus J. Whitmore shall serve as Senior Advisor to the Partnership on the terms and conditions set forth in new Section 8.04(f) of the Original Agreement (as added by Section 2.6 of this Amendment), with no governance authority, no vot

Section 6.4 — Acknowledgment of Fund Administrator, Auditor, and Prime Broker The Parties hereby acknowledge that: (a) Pinnacle Fund Services (Cayman) Ltd. continues to serve as the Fund Administrator of the Partnership; (b) Graystone & Whitfield LLP continues to serve as the independent Auditor of the Partnership; and (c) Halcyon Securities International Ltd. continues to serve as the Prime Broker of the Partnership

ARTICLE VII — CONDITIONS TO EFFECTIVENESS

Section 7.1 — LP Consent Condition This Amendment shall become effective on the first date (the Amendment Effective Date) on which the General Partner has received duly executed written consents from Limited Partners holding, in the aggregate, not less than sixty-six and two-thirds percent (66⅔%) of the aggregate Limited Partner Capital Commitments (excluding the General Partner's co-investment of Seventy-One Million

Section 7.2 — No Regulatory Impediment This Amendment shall not become effective if, on the proposed Amendment Effective Date, the effectiveness thereof would violate any applicable law, statute, rule, regulation, or order of any court, governmental authority, or regulatory body having jurisdiction over the Partnership, the General Partner, or any Limited Partner. The General Partner shall use commercially reasonable

Section 7.3 — Delivery of Consents Written consents of the Limited Partners shall be delivered to the following address: Calderwood & Harkness LLP 1585 Broadway, 34th Floor New York, NY 10036 Attention: Stephen Adler, Lead Associate, Funds & Asset Management Telephone: (212) 555-4800 Email: sadler@calderwoodharkness.com Consents may be delivered by hand delivery, nationally recognized overnight courier service, or el

ARTICLE VIII — MISCELLANEOUS PROVISIONS

Section 8.1 — Effect of Amendment Except as expressly amended, modified, or supplemented by this Amendment, the Original Agreement shall remain in full force and effect and is hereby ratified and confirmed in all respects. On and after the Amendment Effective Date, each reference in the Original Agreement to "this Agreement," "herein," "hereof," "hereunder," and words of similar import, and each reference to the Orig

Section 8.2 — Governing Law This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to principles of conflicts of law thereof that would cause the application of the laws of any other jurisdiction. For the avoidance of doubt, the Partnership remains a Cayman Islands exempted limited partnership, and matters relating to the formation, registration, existen

Section 8.3 — Severability If any provision of this Amendment shall be held to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Amendment shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein, so long as the economic and l

Section 8.4 — Entire Agreement This Amendment, together with the Original Agreement (as amended hereby), the Exhibits and Schedules attached hereto and thereto, and the other documents and instruments executed and delivered in connection herewith and therewith, constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, represent

Section 8.5 — Counterparts This Amendment may be executed in any number of counterparts, each of which when executed and delivered shall be deemed an original, and all of which taken together shall constitute one and the same instrument. Execution and delivery of this Amendment by exchange of electronic signatures (including Brightwater Software or similar electronic signature technology) or facsimile or portable doc

Section 8.6 — Headings The headings of the articles, sections, and subsections of this Amendment are inserted for convenience of reference only and shall not be deemed to constitute a part hereof or affect the meaning, construction, or interpretation of any provision of this Amendment.

Section 8.7 — No Third-Party Beneficiaries Nothing in this Amendment, express or implied, is intended to or shall confer upon any person other than the Parties hereto (and their respective successors, assigns, and permitted transferees) any rights, remedies, obligations, or liabilities of any nature whatsoever, and no person other than the Parties hereto shall be deemed a third-party beneficiary of this Amendment or

Section 8.8 — Notices All notices, requests, demands, consents, and other communications required or permitted to be given under this Amendment shall be in writing and shall be given in accordance with the notice provisions set forth in the Original Agreement. The following notice addresses shall apply to the Parties and their respective counsel: Notices to the General Partner: Driftwood Capital Management LLC 680 Le

Section 8.9 — Further Assurances Each Party agrees to execute and deliver such additional documents, instruments, and agreements, and to take such further actions, as may be reasonably necessary or appropriate to effectuate the purposes and intent of this Amendment, including, without limitation, the filing or registration of any amendments, supplements, or other documents with the Registrar of Exempted Limited Partn