Contract analysis

From: Samuel Eklund <seklund@calderwoodharkness.com> To: Marcus Sorensen <msorensen@driftwoodfund.com> Cc: Elena Voss <evoss@driftwoodfund.com> Date: Mon, 15 May 2023 10:42:00 -0000 Subject: Driftwood CLO 2023-I — Engagement Kickoff and Proposed Timeline

Attachment: engagement-letter-driftwood.docx

It is a pleasure to confirm that Calderwood & Harkness LLP is opening the engagement to represent Driftwood Absolute Return Fund Ltd. in connection with the structuring and closing of a $400,000,000 broadly syndicated collateralized loan obligation — "Driftwood CLO 2023-I." We have assigned the matter C&H Matter No. 1024-00004, billing code DARF-CLO-2023I.

Attached for your review and countersignature is our executed engagement letter dated today. The letter sets forth the full scope of our representation, which encompasses indenture drafting and negotiation, warehouse take-out documentation, rating-agency process support, offering memorandum review, tax structuring, Cayman law coordination, and closing. The engagement letter is governed by New York law. Linda Osei wil

I want to introduce you to the team that will be working on this transaction day to day:

- **Samuel Eklund** — Responsible Partner. I will provide overall engagement oversight, manage the client relationship, and handle senior-level negotiation across all work streams. - **Linda Osei** — Billing Partner. Linda will oversee billing administration and budget monitoring throughout the engagement. - **Hannah Brinkley** — Lead Associate. Hannah will lead the day-to-day drafting of the indenture and ancillary

We very much look forward to working with you, Elena, and David on the Driftwood side.

Set forth below are the key milestones we anticipate for the transaction. These are preliminary and will be subject to adjustment as the deal progresses, but they should give us a solid framework to work against:

| Target Date | Milestone | |---|---| | Week of May 22, 2023 | Execution of the warehouse credit facility with Havenwood Bank, N.A. ($250,000,000 revolving facility); commence warehouse ramp shortly thereafter (target May 25) | | Late May / Early June 2023 | C&H to prepare internal structuring memorandum on tax and structural issues; commence initial draft of the indenture | | Early June 2023 | C&H to prepare warehou

By way of brief summary on the structural framework we will be working from:

- **Issuer:** Driftwood CLO 2023-I, Ltd. (Cayman Islands exempted company). **Co-Issuer:** Driftwood CLO 2023-I, LLC (Delaware limited liability company). **Collateral Manager:** Driftwood Credit Management LLC. - **Offering:** Notes to be offered under Rule 144A and Regulation S under the Securities Act of 1933, as amended. - **Capital Structure:** Six tranches — Class A-1, A-2, B, C, and D (rated, secured notes) pl

1. **Engagement Letter.** We would ask that you countersign the attached engagement letter and return it to us at your earliest convenience so that we may formally open the file and begin incurring time.

2. **Kick-Off Call.** We will schedule an internal kick-off call with the full Driftwood team — Marcus, Elena, and David — for later this week to discuss the warehouse ramp strategy and initial collateral eligibility parameters. My assistant will circulate availability shortly.

3. **Tax Structuring.** Sylvia will begin work on the tax structuring memorandum immediately to ensure that the Cayman/Delaware structure is locked down before the warehouse facility closes.

4. **Document Checklist and Counterparty Coordination.** Hannah and Patrick will begin assembling the master document checklist and will initiate coordination with all counterparty counsel this week.

5. **Meridian Atlantic Alignment.** I would suggest we schedule a brief introductory call with Jonathan Halevy at Meridian Atlantic to align on the rating agency presentation timeline and the offering memorandum drafting schedule. If you are agreeable, we can set that up for early next week.

Marcus, we are genuinely enthusiastic about this transaction. The Driftwood platform's track record should position this deal extremely well with the rating agencies and the investor base, and I am confident that our team has the depth and experience to execute on the timeline outlined above. Please do not hesitate to call me directly if you have any questions in the meantime.

**Samuel Eklund** Partner Calderwood & Harkness LLP 450 Park Avenue New York, NY 10022 Tel: +1 (212) 554-7100 Email: seklund@calderwoodharkness.com

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