Contract analysis

I. Executive Summary The purpose of this memorandum is to memorialize the successful closing and final settlement of the Driftwood CLO 2023-I transaction (the "Transaction"), a $400,000,000 broadly syndicated cash-flow collateralized loan obligation. This memorandum is intended to serve as the definitive internal record of the firm's representation in connection with this Transaction and to provide a comprehensive su

II. Transaction Parties Set forth below is a comprehensive summary of all principal parties to the Transaction, including their respective roles, organizational details, and key contacts. A. Issuer / Co-Issuer Driftwood CLO 2023-I, Ltd. (the "Issuer") is an exempted company with limited liability organized under the laws of the Cayman Islands, registered with the Cayman Islands Registrar of Companies under Registrati

I. Independent Auditors Greystone Audit Partners LLP — 345 Hudson Street, New York, New York 10014. Greystone was engaged by the Issuer and the Collateral Manager for audit and reporting purposes in connection with the Transaction on an ongoing basis. J. Key Investors / Anchor Noteholders The following institutional investors participated as anchor or significant noteholders in the Transaction. This information is pr

III. Transaction Timeline The following table sets forth a comprehensive chronological summary of the principal milestones and events in the Transaction from engagement inception through final settlement.

IV. Final Capital Structure A. Summary Table The final capital structure of Driftwood CLO 2023-I is set forth in the table below. All notes were issued on the Closing Date (September 12, 2023) and settled through DTC on the Final Settlement Date (September 20, 2023). Additional security identifiers are as follows: • Class A-1 Notes (Regulation S): CUSIP G2694LAA7 • Class A-1 Notes (144A): ISIN US26738TAA51 The total

V. Collateral Pool and Eligibility Criteria The collateral pool underlying the Transaction consists of broadly syndicated first-lien senior secured leveraged loans, with obligors primarily domiciled in the United States. The target portfolio par amount is $400,000,000. As of the Closing Date, the portfolio was approximately 85% ramped, with the remaining collateral to be acquired by DCM during the post-closing ramp p

VI. Warehouse Facility Take-Out The warehouse credit facility played a central role in the Transaction by providing the Issuer with interim financing to acquire collateral during the pre-closing ramp period. Set forth below is a comprehensive summary of the warehouse facility and its take-out at closing. Warehouse Facility Terms. On May 22, 2023, Driftwood CLO 2023-I, Ltd. (as borrower) and Havenwood Bank, N.A. (as l

1. Warehouse Payoff Letter — Dated September 12, 2023, issued by Havenwood Bank, N.A. The payoff letter confirmed the total outstanding balance, accrued and unpaid interest, any applicable breakage costs, and wire instructions for the payoff amount.

2. Warehouse Facility Termination & Release Agreement — Dated September 12, 2023, executed by Driftwood CLO 2023-I, Ltd. and Havenwood Bank, N.A. This agreement formally terminated the Warehouse Facility in its entirety and released all liens, security interests, and encumbrances held by Havenwood Bank on the collateral portfolio and related assets.

3. Assignment of Collateral — Dated September 12, 2023, pursuant to which the collateral held under the Warehouse Facility was transferred and assigned from the warehouse structure to Driftwood CLO 2023-I, Ltd. (the CLO Issuer) and simultaneously pledged to Ironclad Trust Company, N.A. under the terms of the Indenture. Havenwood Bank's counsel, Kenton & Caldwell LLP (Victor Salazar), coordinated closely with C&H on t

VII. Fee Structure Summary The following table summarizes the fee arrangements applicable to the principal service providers in the Transaction, as set forth in the applicable transaction documents: The aggregate collateral management fees (senior and subordinate combined) total 0.50% per annum on aggregate collateral par, or $2,000,000 per year at full target par. The subordinate management fee and the incentive man

VIII. Closing Funds Flow Summary The Closing Funds Flow Memorandum, dated September 12, 2023, was prepared by C&H and approved by all transaction parties prior to closing. The memorandum set forth the sources and uses of funds on the Closing Date, together with wire instructions for all counterparties. A summary of the sources and uses is set forth below. A. Sources of Funds The total sources of funds on the Closing

IX. Ratings Process Summary The notes are dual-rated by Brindoval Analytical Services Inc. ("Brindoval" or "CAS") and Ridgeline Credit Ratings LLC ("Ridgeline" or "RCR"), both nationally recognized statistical rating organizations registered with the SEC. The following is a chronological summary of the ratings process: Rating Agency Presentations. On June 12, 2023, the C&H team, together with DCM (David Hwan) and Mer

X. Legal Opinions Delivered at Closing All legal opinions described below were delivered on September 12, 2023 (the Closing Date) as conditions to closing under the Indenture and the Note Purchase Agreement. Each opinion was delivered in customary form and subject to customary qualifications, assumptions, and exceptions.

1. U.S. Legal Opinion — Calderwood & Harkness LLP. Addressed to Ironclad Trust Company, N.A. (as Trustee) and Meridian Atlantic Securities LLC (as Placement Agent). This opinion addressed the following matters: (a) Due organization, valid existence, and good standing of Driftwood CLO 2023-I, LLC (the Co-Issuer) under the laws of the State of Delaware; (b) Due authorization, execution, and delivery by the Co-Issuer of

2. Tax Opinion — Calderwood & Harkness LLP (Sylvia Hartwell). Addressed to Driftwood CLO 2023-I, Ltd. (the Issuer) and Ironclad Trust Company, N.A. (as Trustee). This opinion addressed the following matters: (a) The Issuer will not be treated as engaged in a trade or business within the United States for purposes of the Internal Revenue Code of 1986, as amended (the "Code"), and accordingly will not be subject to U.S

3. Cayman Legal Opinion — Applegategate Offshore Services Ltd. (Nigel Pemberton). Addressed to Ironclad Trust Company, N.A. (as Trustee) and Meridian Atlantic Securities LLC (as Placement Agent). This opinion addressed the following matters: (a) Due incorporation and valid existence of the Issuer as an exempted company with limited liability under the laws of the Cayman Islands; (b) Good standing of the Issuer with t

4. Trustee's Counsel Opinion — Ashworth & Pratt LLP (Lillian Marchetti). Addressed to the Issuer, the Co-Issuer, and Meridian Atlantic Securities LLC. This opinion addressed: (a) Due organization and valid existence of Ironclad Trust Company, N.A. as a national banking association under the laws of the United States; (b) Corporate power and authority of Ironclad Trust to enter into and perform its obligations under t

XI. Closing Certificates and Corporate Authorizations The following certificates and corporate authorization documents were delivered at or prior to closing, as conditions to closing under the Indenture and the Note Purchase Agreement:

1. Officer's Certificate of the Issuer. Dated September 12, 2023, executed by an authorized officer of Driftwood CLO 2023-I, Ltd. The Officer's Certificate certified the following: (a) All conditions precedent to the issuance of the notes under the Indenture and the Note Purchase Agreement had been satisfied or waived; (b) All representations and warranties of the Issuer contained in the Indenture, the Note Purchase

2. Secretary's Certificate of the Issuer. Dated September 12, 2023, executed by an authorized officer of Driftwood CLO 2023-I, Ltd. The Secretary's Certificate certified the following: (a) The incumbency and specimen signatures of each authorized signatory of the Issuer authorized to execute and deliver the transaction documents; (b) Attached as exhibits the board resolutions of the Issuer authorizing the Transaction

3. Board Resolutions — Driftwood CLO 2023-I, Ltd. Written resolutions of the board of directors of the Issuer, dated August 20, 2023, unanimously authorizing the execution and delivery of the Indenture, the First Supplemental Indenture, the Collateral Management Agreement, the Co-Issuance Agreement, the Note Purchase Agreement, and each other transaction document to which the Issuer is a party, and the issuance of al

4. Board Resolutions (Sole Member Consent) — Driftwood CLO 2023-I, LLC. Written consent of the sole member (Driftwood CLO 2023-I, Ltd.) of the Co-Issuer, dated August 20, 2023, authorizing the execution and delivery of the Indenture, the First Supplemental Indenture, and the Co-Issuance Agreement by the Co-Issuer in its capacity as co-issuer of the rated notes. Additional corporate formation documents included in the

XII. Transaction Documents Summary Set forth below is a comprehensive index of all transaction documents executed and delivered in connection with the Transaction. All documents are included in the closing binder, which is being assembled by the C&H engagement team as described in Section XIV below. A. Core Transaction Documents All of the following documents have been fully executed and delivered:

1. Indenture — Dated as of August 22, 2023, among Driftwood CLO 2023-I, Ltd. (as Issuer), Driftwood CLO 2023-I, LLC (as Co-Issuer), and Ironclad Trust Company, N.A. (as Trustee). Governs the issuance of the notes, the priority of payments, the collateral quality tests, the coverage tests, and the rights and obligations of the Issuer, the Co-Issuer, and the Trustee.

2. First Supplemental Indenture — Dated as of September 8, 2023, among the Issuer, the Co-Issuer, and the Trustee. Supplements the Indenture to reflect final pricing spreads, CUSIPs, ISINs, and other terms finalized at pricing.

3. Collateral Management Agreement — Dated as of August 22, 2023, between Driftwood CLO 2023-I, Ltd. (as Issuer) and Driftwood Credit Management LLC (as Collateral Manager). Governs the appointment, rights, duties, and compensation of DCM as collateral manager.

4. Collateral Administration Agreement — Dated as of August 22, 2023, among Driftwood CLO 2023-I, Ltd. (as Issuer), Driftwood Credit Management LLC (as Collateral Manager), and Ironclad Trust Company, N.A. (as Collateral Administrator). Governs the collateral administration and reporting functions performed by Ironclad Trust.

5. Note Purchase Agreement — Dated as of September 8, 2023, among Driftwood CLO 2023-I, Ltd. (as Issuer), Driftwood CLO 2023-I, LLC (as Co-Issuer), Meridian Atlantic Securities LLC (as Initial Purchaser and Placement Agent), and Northbridge Capital Markets Inc. (as Co-Placement Agent). Governs the purchase, sale, and distribution of the notes by the placement agents.

6. Co-Issuance Agreement — Dated as of August 22, 2023, between Driftwood CLO 2023-I, Ltd. (as Issuer) and Driftwood CLO 2023-I, LLC (as Co-Issuer). Governs the co-issuance of the rated notes by the Co-Issuer alongside the Issuer. B. Offering Materials

7. Preliminary Offering Memorandum — Dated August 4, 2023. Distributed to prospective investors in connection with the marketing of the notes.

8. Final Offering Memorandum — Dated August 18, 2023. Finalized and distributed to investors in connection with the signing and pricing of the Transaction. Contains a comprehensive description of the Transaction, the capital structure, the collateral, the risk factors, and the terms of the notes. C. Warehouse Take-Out Documents

9. Warehouse Payoff Letter — Dated September 12, 2023. Issued by Havenwood Bank, N.A., confirming the outstanding balance, accrued interest, and wire instructions for the full payoff of the Warehouse Facility.

10. Warehouse Facility Termination & Release Agreement — Dated September 12, 2023. Executed by Driftwood CLO 2023-I, Ltd. and Havenwood Bank, N.A. Terminated the Warehouse Facility and released all liens and security interests.

11. Assignment of Collateral from Warehouse to CLO Issuer — Dated September 12, 2023. Effected the transfer of collateral from the warehouse structure to the CLO Issuer and the pledge thereof to the Trustee under the Indenture. D. Rating Agency Documents

12. Brindoval Rating Agency Presentation Deck — Dated June 12, 2023.

13. Ridgeline Rating Agency Presentation Deck — Dated June 19, 2023.

14. Brindoval Engagement Letter — Executed in connection with the engagement of Brindoval to rate the notes.

15. Ridgeline Engagement Letter — Executed in connection with the engagement of Ridgeline to rate the notes.

16. Brindoval Rating Confirmation Letter — Dated September 8, 2023. Confirmed the final ratings assigned to each rated tranche.

17. Ridgeline Rating Confirmation Letter — Dated September 8, 2023. Confirmed the final ratings assigned to each rated tranche. E. Legal Opinions

18. U.S. Legal Opinion — Calderwood & Harkness LLP (September 12, 2023)

19. Tax Opinion — Calderwood & Harkness LLP, Sylvia Hartwell (September 12, 2023)

20. Cayman Legal Opinion — Applegategate Offshore Services Ltd., Nigel Pemberton (September 12, 2023)

21. Trustee's Counsel Opinion — Ashworth & Pratt LLP, Lillian Marchetti (September 12, 2023) As described in further detail in Section X of this memorandum. F. Closing Certificates and Corporate Formation Documents

22. Officer's Certificate of the Issuer (September 12, 2023)

23. Secretary's Certificate of the Issuer (September 12, 2023)

24. Board Resolutions — Driftwood CLO 2023-I, Ltd. (August 20, 2023)

25. Board Resolutions (Sole Member Consent) — Driftwood CLO 2023-I, LLC (August 20, 2023)

26. Certificate of Formation — Driftwood CLO 2023-I, LLC (filed with the Delaware Secretary of State; DE File No. 7429831)

27. Certificate of Good Standing — Driftwood CLO 2023-I, LLC (issued by the Delaware Secretary of State)

28. Memorandum and Articles of Association — Driftwood CLO 2023-I, Ltd. (Cayman Islands Registrar of Companies; Registration No. EX-382916)

29. Certificate of Good Standing — Driftwood CLO 2023-I, Ltd. (issued by the Cayman Islands Registrar of Companies)

30. LLC Agreement — Driftwood CLO 2023-I, LLC (dated August 22, 2023) As described in further detail in Section XI of this memorandum. G. Closing Administrative Documents • Closing Funds Flow Memorandum — Dated September 12, 2023. Prepared by Calderwood & Harkness LLP. Sets forth the sources and uses of funds on the Closing Date, together with wire instructions for all counterparties. • Master Closing Checklist — Dat

XIII. Tax Structuring Summary The tax structure of the Transaction was designed to ensure efficient treatment for the Issuer, the Co-Issuer, and the investors in the notes. The following summarizes the key tax structuring elements, which were addressed in detail in the Tax Opinion delivered by C&H (Sylvia Hartwell) at closing. Cayman Issuer — Driftwood CLO 2023-I, Ltd. The Issuer is organized as an exempted company u

XIV. Outstanding Post-Closing Items While the Transaction has been successfully closed and settled, the following post-closing items remain outstanding and require attention from the engagement team and the client. A. Effective Date Compliance The Issuer must satisfy the Effective Date conditions set forth in Article 3 of the Indenture by December 12, 2023 (the "Effective Date Deadline"), which is 90 days following t

XV. Calderwood & Harkness Engagement Team and Billing The following information summarizes the C&H engagement team and billing details for the Driftwood CLO 2023-I matter: Matter Number: 1024-00004 Billing Code: DARF-CLO-2023I The engagement is governed by the engagement letter dated May 15, 2023, between Calderwood & Harkness LLP and Driftwood Absolute Return Fund Ltd., which is governed by New York law. All fees an

XVI. Conclusion The Driftwood CLO 2023-I transaction has been successfully closed and settled. All six tranches of notes — totaling $400,000,000 in aggregate principal amount — have been duly issued by the Issuer and the Co-Issuer and have cleared through DTC as of the Final Settlement Date of September 20, 2023. The warehouse credit facility provided by Havenwood Bank, N.A. has been fully taken out and terminated, a