Contract analysis

1. Engagement and Scope of Representation Calderwood & Harkness LLP (the "Firm," "we," or "us") is pleased to confirm its engagement to represent Driftwood Absolute Return Fund Ltd. ("Driftwood," "DARF," or the "Client"), a Cayman Islands exempted company (Registration No. MC-349217), with its registered address at c/o Hargrove Corporate Services Ltd., 4th Floor, Windward House, 94 Elgin Avenue, George Town, Grand Ca

2. Engagement Team The following attorneys will be primarily responsible for the conduct of this engagement: Priya Anand — Responsible Partner, Litigation. Ms. Anand is a partner in the Firm's Litigation Department and a member of the Firm's Complex Commercial Disputes and Securities Litigation practice groups. Ms. Anand will have overall supervisory responsibility for the matter and will serve as the primary relatio

3. Fee Arrangement A. Hourly Rates The Firm will bill for its professional services on an hourly basis at the following current rates, which reflect a modest discount from the Firm's standard rates in recognition of the significance of this engagement: Rates for any additional timekeepers assigned to the matter will be at their standard rates in effect at the time of their assignment to this engagement. Such rates wi

4. Costs and Disbursements The Client will reimburse the Firm for all reasonable out-of-pocket costs and disbursements incurred in connection with the representation described herein. Categories of anticipated costs include, but are not limited to, the following: (a) Court filing fees and motion fees in the Supreme Court of the State of New York and any other court in which proceedings are commenced or maintained on

5. Client Identification and Conflicts Client Identification. The Firm's client in this engagement is Driftwood Absolute Return Fund Ltd. and no other person or entity. Driftwood Capital Management LP, Driftwood Capital Management GP LLC, and their respective officers, directors, partners, members, employees, and agents—including without limitation Marcus Ellison (Chief Investment Officer) and Sandra Hu (Chief Operat

6. Communication and Authority Primary Point of Contact. Sandra Hu, in her capacity as Chief Operating Officer and Chief Compliance Officer of Driftwood Capital Management LP, shall serve as the Firm's primary point of contact for all matters relating to this engagement. Ms. Hu will be the principal recipient of status updates, invoices, strategy recommendations, and other communications from the Firm, and shall have

7. Confidentiality and Privilege All communications between the Firm and the Client, and between the Firm and authorized representatives of the Client, in connection with this engagement shall be subject to the attorney-client privilege and, where applicable, the protections afforded by the work-product doctrine. The Firm recognizes the sensitivity of the information that will be shared in the course of this represen

8. Document Retention The Firm will maintain files, documents, and records related to this engagement in accordance with the Firm's standard document retention policies, a summary of which is available upon request. The Firm's files pertaining to this engagement will include, among other things, correspondence, pleadings, memoranda, research materials, discovery materials, and billing records. Upon conclusion of the

9. Termination Either the Client or the Firm may terminate this engagement at any time by providing written notice to the other party. In the case of termination by the Firm, such termination shall be subject to the Firm's obligations under the applicable Rules of Professional Conduct, including any requirement that the Firm obtain leave of court to withdraw from pending proceedings and that the Firm take reasonable

10. Limitation of Engagement This engagement is limited to the specific matter described in Section 1 of this letter. The Firm does not undertake to represent the Client in any other matter, proceeding, or transaction unless the Firm agrees to do so in a separate writing signed by a partner of the Firm. The commencement of this engagement does not create any obligation on the part of the Firm to monitor developments

11. 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 its conflict of laws principles. The rights and obligations of the parties hereunder shall be interpreted in accordance with the applicable New York Rules of Professional Conduct. Any dispute, controversy, or claim arising out of or in connection wi

12. Entire Agreement This letter constitutes the entire agreement between Calderwood & Harkness LLP and Driftwood Absolute Return Fund Ltd. with respect to the engagement described herein. It supersedes all prior discussions, negotiations, understandings, and agreements, whether oral or written, between the parties relating to the subject matter of this engagement. No amendment to or modification of this engagement l