Contract analysis

1. Indenture (the "Indenture"), to be dated on or about August 22, 2023, among the Company, as Issuer, Driftwood CLO 2023-I, LLC, as Co-Issuer, and Ironclad Trust Company, N.A., as Trustee, governing the issuance, authentication, and administration of the Notes and the management and disposition of the Portfolio and related collateral.

2. Collateral Management Agreement (the "CMA"), to be dated on or about August 22, 2023, between the Company and Driftwood Credit Management LLC, pursuant to which the Collateral Manager will manage the Portfolio on behalf of the Company in accordance with the eligibility criteria, portfolio quality tests, and coverage tests set forth in the Indenture.

3. Collateral Administration Agreement (the "CAA"), to be dated on or about August 22, 2023, among the Company, Driftwood Credit Management LLC, and Ironclad Trust Company, N.A., as Collateral Administrator, pursuant to which the Collateral Administrator will perform certain administrative, calculation, and reporting functions in connection with the Portfolio.

4. Co-Issuance Agreement (the "Co-Issuance Agreement"), to be dated on or about August 22, 2023, between the Company and Driftwood CLO 2023-I, LLC, establishing the terms and conditions of the Co-Issuer's participation as co-issuer of the Notes and the joint and several obligations of the Co-Issuers under the Indenture.

5. Note Purchase Agreement (the "NPA"), to be dated on or about the pricing date, among the Company, the Co-Issuer, Meridian Atlantic Securities LLC, and Northbridge Capital Markets Inc., providing for the purchase and initial placement of the Notes.

6. Offering Memorandum (the "Offering Memorandum"), dated August 18, 2023, relating to the offering and sale of the Notes (including any preliminary offering memorandum dated August 4, 2023, the "Preliminary Offering Memorandum").

7. LLC Agreement of Driftwood CLO 2023-I, LLC, governing the formation, management, and operation of the Co-Issuer.

8. Account control agreements and other ancillary agreements with Havenwood Bank, N.A. as Account Bank and Ironclad Trust Company, N.A. as Trustee, as may be necessary to establish and maintain the transaction accounts and to perfect the security interest of the Trustee therein.

9. Any supplemental indentures as may be necessary or advisable to reflect final pricing terms, corrections, or conforming changes to the Indenture following pricing of the Notes. Each of the foregoing is referred to herein individually as a "Transaction Document" and collectively as the "Transaction Documents." H. Recommendation and Review. The Board has reviewed and considered the Transaction Documents (or substant