Contract analysis

1. ENGAGEMENT AND SCOPE OF REPRESENTATION 1.1 Engagement Confirmation Calderwood & Harkness LLP is pleased to confirm its engagement by Driftwood Absolute Return Fund Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands, in connection with the structuring, documentation, and closing of a broadly syndicated collateralized loan obligation transaction with an anticipated agg

2. CLIENT IDENTIFICATION The Firm's client in this engagement is Driftwood Absolute Return Fund Ltd. In addition, to the extent directed by Driftwood and consistent with the scope of the Transaction, the Firm will also represent the following affiliated entities in connection with the Transaction: (a) Driftwood Credit Management LLC, a Delaware limited liability company and registered investment adviser under the Inv

3. STAFFING AND KEY PERSONNEL 3.1 Responsible Partner Samuel Eklund, Partner, will serve as the Responsible Partner for this engagement. Mr. Eklund will have overall supervisory responsibility for the Firm's work on the Transaction, including ensuring the quality and timeliness of all work product, overseeing the engagement team, and serving as the primary senior contact for Driftwood on strategic and partner-level m

4. MATTER NUMBER AND BILLING CODE The Firm has assigned the following internal references to this engagement: C&H Matter No.: 1024-00004 C&H Billing Code: DARF-CLO-2023I All time entries, disbursement records, invoices, internal memoranda, and external correspondence relating to this engagement should reference the foregoing identifiers. We kindly request that all correspondence and payments from the Client to the Fi

5. FEE ARRANGEMENTS 5.1 Basis of Fees The Firm will charge for its services in connection with this engagement on an hourly basis, applying the Firm's standard billing rates then in effect for each attorney and professional staff member who performs work on the matter. Time is recorded and billed in increments of one-tenth (0.1) of an hour. The Firm's current standard hourly billing rates for personnel of the types e

6. CONFIDENTIALITY The Firm will maintain the confidentiality of all information received from the Client in connection with this engagement, including all confidential, proprietary, non-public, and trade secret information relating to the Client's business, operations, financial condition, investment strategies, portfolio holdings, and the Transaction. The Firm's obligations with respect to confidential information

7. CONFLICTS OF INTEREST The Firm has conducted a comprehensive conflicts of interest review in accordance with its standard conflicts clearance procedures and, based on the information currently available to the Firm, including the identities of the Client entities, the transaction parties, the placement agents, the Trustee, the rating agencies, and the warehouse lender, the Firm has identified no conflicts of inter

8. COMMUNICATION AND CLIENT CONTACTS Effective communication between the Firm and the Client is essential to the successful and efficient completion of the Transaction. The Firm's primary day-to-day contacts for the engagement will be as follows: Firm Contacts: • Hannah Brinkley, Lead Associate — Primary contact for all document drafting, negotiation, and transactional matters, including day-to-day coordination with

9. DOCUMENT RETENTION Upon conclusion of the engagement, whether by closing of the Transaction, termination, or otherwise, the Firm will retain all files and work product relating to this engagement in accordance with the Firm's document retention policy then in effect. The Firm's current document retention policy provides for the retention of closed matter files for a period of not less than seven (7) years followin

10. TERMINATION OF ENGAGEMENT Either party may terminate this engagement at any time, with or without cause, upon written notice to the other party. Termination by the Client shall be effective upon receipt of written notice by the Firm. Termination by the Firm shall be effective upon reasonable written notice to the Client, taking into account the Firm's professional obligations to avoid prejudice to the Client and

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 principles of conflict of laws that would require or permit the application of the laws of any other jurisdiction. Any dispute, controversy, or claim arising out of or relating to this engagement letter or the Firm's representation of the Client, in

12. ENTIRE AGREEMENT This Letter constitutes the entire agreement between the Firm and the Client with respect to the terms and conditions of the Firm's engagement in connection with the Transaction and supersedes all prior or contemporaneous proposals, discussions, negotiations, agreements, or understandings, whether written or oral, relating to the subject matter hereof. No amendment, modification, supplement, or w