Contract analysis

ARTICLE I — DEFINITIONS AND INTERPRETATION

Section 1.1 — Defined Terms. Unless otherwise defined herein, capitalized terms used in this Amendment shall have the meanings ascribed to them in the Agreement. The following new or amended defined terms are hereby added to, or shall replace existing definitions in, Article I of the Agreement, as applicable: (a) "Amendment Effective Date" means August 26, 2024. (b) "Investment Committee" has the meaning set forth in

Section 1.2 — Interpretation. References in this Amendment to "Sections" are to Sections of the Agreement as amended by this Amendment, and references to "Schedules" are to Schedules of the Agreement as amended by this Amendment, in each case unless the context otherwise requires. The Agreement, as amended by this Amendment, shall be read and construed as one integrated document. In the event of any conflict between

ARTICLE II — AMENDMENT OF SECTION 8.04 (KEY PERSON PROVISIONS)

Section 2.1 — Amendment of Section 8.04(a) — Definition of Key Person. Section 8.04(a) of the Agreement is hereby amended and restated in its entirety to read as follows: "Section 8.04(a) — Definition of Key Person. 'Key Person' shall mean Elaine R. Sato and Jonathan K. Huang, jointly. Both Successor Key Persons must remain actively engaged in the management of the Partnership's investment portfolio, and each must de

Section 2.2 — Amendment of Section 8.04(b) — Key Person Event Trigger. Section 8.04(b) of the Agreement is hereby amended and restated in its entirety to read as follows: "Section 8.04(b) — Key Person Event. A 'Key Person Event' shall be deemed to have occurred if both Elaine R. Sato and Jonathan K. Huang are, at the same time, unable to devote substantially all of their respective professional time to the affairs of

Section 2.3 — Amendment of Section 8.04(c) — Consequences of Key Person Event and Single Key Person Departure. Section 8.04(c) of the Agreement is hereby amended and restated in its entirety to read as follows: "Section 8.04(c) — Consequences of Key Person Event and Single Key Person Departure. (i) Full Key Person Event (Both Key Persons). Upon the occurrence of a Key Person Event (i.e., both Key Persons ceasing acti

ARTICLE III — ADDITION OF SECTION 8.05 (INVESTMENT COMMITTEE)

Section 3.1 — New Section 8.05. A new Section 8.05 is hereby added to the Agreement immediately following Section 8.04 (as amended by Article II of this Amendment), which Section 8.05 shall read in its entirety as follows: "Section 8.05 — Investment Committee. (a) Establishment. Effective as of the Amendment Effective Date, the General Partner shall establish an Investment Committee of the Partnership (the 'Investmen

ARTICLE IV — ADDITION OF SECTION 8.06 (SENIOR ADVISOR)

Section 4.1 — New Section 8.06. A new Section 8.06 is hereby added to the Agreement immediately following Section 8.05 (as added by Article III of this Amendment), which Section 8.06 shall read in its entirety as follows: "Section 8.06 — Senior Advisor. (a) Designation. Marcus J. Whitmore is hereby designated as 'Senior Advisor' to the Partnership, effective as of the Amendment Effective Date, in recognition of his f

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

Section 5.1 — Amended Schedule A. Schedule A to the Agreement (Carried Interest Allocation) is hereby amended and restated in its entirety, effective as of the Amendment Effective Date, as set forth in Exhibit A attached hereto and incorporated herein by reference. For convenience of reference, the material terms of the amended carried interest allocation are summarized as follows: The General Partner's aggregate inc

Section 5.2 — Whitmore Carried Interest Vesting Schedule. Marcus J. Whitmore's accrued and future carried interest entitlement under amended Schedule A shall vest in accordance with the following schedule: (a) Immediate Vesting. Fifty percent (50%) of the carried interest accrued to the account of Marcus J. Whitmore as of June 10, 2024 (the date of the Key Person Event) shall vest immediately as of the Amendment Effe

Section 5.3 — No Change to Management Fee. For the avoidance of doubt, this Amendment does not modify the management fee of two percent (2.0%) of net asset value per annum, payable quarterly in advance, or any other fee provisions of the Agreement. The management fee shall continue to be calculated and payable in accordance with the terms of the Agreement as in effect immediately prior to the Amendment Effective Date

ARTICLE VI — AMENDMENT OF SECTION 14.01 (AMENDMENTS)

Section 6.1 — Conforming Amendment to Section 14.01. Section 14.01 of the Agreement is hereby amended to add the following proviso at the end of the first sentence thereof: "; provided, further, that any future amendment to Section 8.04 (Key Person Provisions), Section 8.05 (Investment Committee), Section 8.06 (Senior Advisor), or Schedule A (Carried Interest Allocation) of this Agreement (each as amended by the Firs

ARTICLE VII — CONFIRMATION OF LP CONSENT

Section 7.1 — LP Consent. The General Partner hereby confirms that, in accordance with Section 14.01 of the Agreement, the requisite consent of the Limited Partners to this Amendment has been obtained, as follows: (a) This Amendment was circulated to all forty-seven (47) Limited Partners on July 15, 2024, together with explanatory materials, a summary of the proposed changes, biographical information regarding the pr

Section 7.2 — Investor Advisory Committee Review. The Investor Advisory Committee of the Partnership, consisting of the following members, reviewed and discussed the proposed Amendment at its duly convened meeting on July 29, 2024: (a) Diana Cortland, Northvale Public Employees' Retirement System (Chair of the IAC); (b) Richard Oshima, Sycamore Endowment Partners LP; (c) Catherine Mercer, Velthorn Institutional Fund

ARTICLE VIII — REPRESENTATIONS AND WARRANTIES OF THE GENERAL PARTNER

Section 8.1 — Authority. DCM represents and warrants that it has full power and authority to execute and deliver this Amendment on behalf of the Partnership. This Amendment has been duly authorized by all necessary action on the part of DCM, including without limitation the approval of the Managing Members of DCM, and the execution, delivery, and performance of this Amendment by DCM do not require any further action,

Section 8.2 — No Conflict. The execution, delivery, and performance of this Amendment by DCM does not and will not (a) conflict with or result in a breach of any term or provision of the Amended and Restated Limited Liability Company Operating Agreement of DCM, dated as of March 15, 2017, or any other organizational document of DCM, (b) conflict with or result in a breach of, or constitute a default under, any agreem

Section 8.3 — Valid and Binding. This Amendment constitutes a valid and binding obligation of DCM and the Partnership, enforceable against DCM and the Partnership in accordance with its terms, subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, and similar laws affecting creditors' rights generally, (b) general principles of equity (regardless of whether such enforceabil

ARTICLE IX — GENERAL PROVISIONS

Section 9.1 — Effect of Amendment. Except as expressly amended, modified, or supplemented by this Amendment, all terms, conditions, covenants, representations, warranties, and other provisions of the Agreement shall remain in full force and effect and are hereby ratified and confirmed in all respects. The Agreement, as amended by this Amendment, is hereby ratified and confirmed as the governing document of the Partne

Section 9.2 — Governing Law. This Amendment shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to the conflicts of law principles thereof that would require the application of the laws of any other jurisdiction. Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the courts of the State of Delaware and the United States Di

Section 9.3 — Entire Agreement. The Agreement, as amended by this Amendment, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and representations, whether written or oral, with respect to such subject matter. No party has relied on any statement, representation, warranty, or agreement of any other par

Section 9.4 — Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by facsimile, electronic mail (including .pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000 or the Uniform Elec

Section 9.5 — Severability. If any provision of this Amendment (or any portion thereof) is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision (or the remaining portion of the affected provision) of this Amendment, and this Amendment shall be construed as if such invalid, illegal, or un

Section 9.6 — Notices. All notices, requests, demands, consents, waivers, and other communications required or permitted under this Amendment shall be in writing and shall be delivered in accordance with the notice provisions set forth in Section 13.01 of the Agreement. Notices to the General Partner shall be directed to: Driftwood Capital Management LLC 680 Lexington Avenue, 31st Floor New York, New York 10022 Atten

Section 9.7 — Third-Party Beneficiaries. Except as expressly provided in this Section 9.7, this Amendment is not intended to, and shall not, confer upon any person other than the parties hereto any rights or remedies hereunder. Notwithstanding the foregoing, Marcus J. Whitmore is an intended third-party beneficiary of Section 8.06 (Senior Advisor) and Section 5.2 (Whitmore Carried Interest Vesting Schedule) of this A

Section 9.8 — Fund Service Providers. The following fund service providers are referenced herein for informational purposes only. The identification of such service providers does not create any rights or obligations on the part of such service providers under this Amendment: (a) Fund Administrator: Pinnacle Fund Services (Cayman) Ltd., 2nd Floor, Century Yard, Cricket Square, George Town, Grand Cayman, KY1-1205, Cay

1. Fund Economics The Partnership operates under a 2/20 fee structure, as follows: (a) Management Fee: Two percent (2.0%) of net asset value per annum, payable quarterly in advance. Based on the Partnership's net asset value of approximately $2,870,000,000 as of May 31, 2024, the quarterly management fee is approximately $14,350,000. (b) Incentive Allocation: Twenty percent (20%) of net new profits above the high-wat

2. Internal Allocation of Incentive Allocation The General Partner's aggregate incentive allocation of twenty percent (20%) of net new fund profits above the high-water mark shall be allocated internally among the principals of DCM as follows, effective as of the Amendment Effective Date: For the avoidance of doubt, the total internal allocation equals twenty percent (20%) of the General Partner's twenty percent (20%

3. Whitmore Carried Interest Vesting Marcus J. Whitmore's carried interest allocation of nine percent (9%) of the General Partner's twenty percent (20%) incentive allocation is subject to the vesting schedule set forth in Section 5.2 of the First Amendment to the Agreement, which provides for (a) immediate vesting of fifty percent (50%) of carried interest accrued as of June 10, 2024, and (b) ratable monthly vesting

4. Prior Allocation (For Reference Only) For reference purposes only, the internal allocation of the General Partner's incentive allocation in effect immediately prior to the Amendment Effective Date was as follows: [End of Exhibit A] Individual | Role | Pre-Amendment Allocation | Post-Amendment Allocation Marcus J. Whitmore | Senior Advisor | 18% of GP's 20% (= 3.6% of net new fund profits) | 9% of GP's 20% (= 1.8%