closing-certificate-consent-tabulation.docx

1024-00002 · Driftwood Absolute Return Fund Ltd · Closing

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CERTIFICATE OF THE GENERAL PARTNER REGARDING LIMITED PARTNER CONSENT TABULATION AND EFFECTIVENESS OF THE FIRST AMENDMENT TO THE AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF DRIFTWOOD ABSOLUTE RETURN FUND LTD.

August 26, 2024

Driftwood Capital Management LLC, a Delaware limited liability company (EIN: 82-4917653) ("DCM" or the "General Partner"), in its capacity as the general partner of Driftwood Absolute Return Fund Ltd., a Cayman Islands exempted limited partnership registered under Registration No. ELP-87234 (the "Partnership" or "DARF"), hereby issues this Certificate of the General Partner Regarding Limited Partner Consent Tabulation and Effectiveness of the First Amendment to the Amended and Restated Limited Partnership Agreement of the Partnership (this "Certificate") as of August 26, 2024 (the "Certification Date"). This Certificate is delivered pursuant to, and in accordance with, the authority vested in the General Partner under the Amended and Restated Limited Partnership Agreement of the Partnership dated as of March 15, 2017 (as defined below, the "A&R LPA"), and is based upon the following recitals of fact and the certifications set forth herein.

RECITALS

A. The Partnership and the A&R LPA.

Driftwood Absolute Return Fund Ltd. ("DARF" or the "Partnership") is a Cayman Islands exempted limited partnership duly registered under the Exempted Limited Partnership Act (As Revised) of the Cayman Islands, bearing Registration No. ELP-87234, with its registered office located at 4th Floor, Harbour Place, 103 South Church Street, George Town, Grand Cayman, KY1-1104, Cayman Islands. The registered agent of the Partnership in the Cayman Islands is Archipelago Corporate Services Ltd., P.O. Box 2681, George Town, Grand Cayman, KY1-1111, Cayman Islands. The Partnership was originally formed pursuant to an Agreement of Limited Partnership dated as of November 2, 2015, which was subsequently amended and restated in its entirety by the Amended and Restated Limited Partnership Agreement dated as of March 15, 2017 (the "A&R LPA"). The A&R LPA is governed by, and construed in accordance with, the laws of the State of Delaware, as provided in Section 15.02 thereof.

Driftwood Capital Management LLC ("DCM" or the "General Partner") is a limited liability company duly organized and existing under the laws of the State of Delaware, with its principal office located at 680 Lexington Avenue, 31st Floor, New York, NY 10022, and its Delaware registered agent at Capitol Registered Agents, Inc., 1209 Orange Street, Wilmington, DE 19801. DCM serves as the sole general partner of the Partnership and, in such capacity, is responsible for the management, operation, and investment activities of the Partnership as set forth in the A&R LPA.

As of the date hereof, the Partnership has forty-seven (47) Limited Partners who have been admitted to the Partnership in accordance with the terms and conditions of the A&R LPA and the relevant subscription agreements. The General Partner confirms that no additional Limited Partners have been admitted, and no existing Limited Partners have withdrawn or been removed, since the date of the Key Person Event (as defined below).

B. The Key Person Event.

Pursuant to Section 8.04(a) of the A&R LPA, Marcus J. Whitmore, Founder, Chief Investment Officer, and Managing Member (holding 90% of the membership interests) of DCM, was designated as the sole "Key Person" of the Partnership. Section 8.04(a) provides, in relevant part, that the term "Key Person" shall mean "Marcus J. Whitmore, individually, for so long as he serves as the Chief Investment Officer of the General Partner and devotes substantially all of his professional time to the investment activities and affairs of the Partnership."

On June 3, 2024, Mr. Whitmore suffered a severe hemorrhagic stroke, resulting in his hospitalization and rendering him unable to devote substantially all of his professional time to the investment activities and affairs of the Partnership. Mr. Whitmore's medical condition, as confirmed by attending physicians at NewYork-Presbyterian Hospital / Weill Cornell Medical Center and communicated to the General Partner, has been such that he has been and remains unable to perform his duties as Chief Investment Officer or to participate in any material respect in the management, operation, or investment activities of the Partnership.

Pursuant to Section 8.04(b) of the A&R LPA, a "Key Person Event" is deemed to have occurred if the Key Person "is unable to devote substantially all of his professional time to the affairs of the Partnership for a period of seven (7) consecutive calendar days, whether by reason of death, permanent disability, incapacitation, resignation, removal, or any other cause." The seven (7) consecutive calendar day period commenced on June 3, 2024 and expired on June 10, 2024. Accordingly, the Key Person Event was deemed triggered on June 10, 2024 (i.e., seven consecutive calendar days following June 3, 2024) (the "Key Person Event Date").

Upon the occurrence of the Key Person Event, Section 8.04(c) of the A&R LPA provides that: (i) the Investment Period of the Partnership shall be automatically suspended; (ii) the General Partner shall not make any new portfolio investments on behalf of the Partnership, provided that the General Partner may make follow-on investments in existing portfolio positions in an aggregate amount not exceeding $28.7 million (representing 1.0% of the Partnership's assets under management as of the most recent quarterly valuation); and (iii) a 90-calendar-day cure period (the "Cure Period") shall commence on the Key Person Event Date, during which the General Partner may propose one or more Successor Key Persons for approval by the Limited Partners. The Cure Period commenced on June 10, 2024 and was set to expire on September 8, 2024.

C. LP Notification.

Pursuant to Section 8.04(c) of the A&R LPA, the General Partner was required to notify all Limited Partners in writing within five (5) business days of the occurrence of the Key Person Event. The Key Person Event occurred on June 10, 2024; accordingly, the notification deadline was June 17, 2024 (the fifth business day following June 10, 2024, accounting for the weekend of June 15–16, 2024).

The General Partner delivered written notice of the Key Person Event (the "Key Person Event Notice") to all forty-seven (47) Limited Partners of the Partnership on June 14, 2024, which date was within the required five (5) business day notification period. The Key Person Event Notice was delivered by electronic mail transmission to the notice addresses on file for each Limited Partner, with a copy delivered by international courier (Granite Harbor Enterprises) to each Limited Partner's physical notice address, in each case as set forth in the records of the Partnership and in accordance with the notice provisions of Section 16.01 of the A&R LPA. The Key Person Event Notice described: (i) the nature of the Key Person Event; (ii) the suspension of the Investment Period; (iii) the restrictions on new portfolio investments; (iv) the commencement and expiration of the Cure Period; and (v) the General Partner's intention to propose one or more Successor Key Persons during the Cure Period.

D. The Successor Proposal and the First Amendment.

Following extensive consultations with the members of the Investor Advisory Committee (as described in Recital G below), the General Partner proposed Elaine R. Sato and Jonathan K. Huang as joint Successor Key Persons for the Partnership. Ms. Sato currently serves as Deputy Chief Investment Officer and Managing Member (holding 10% of the membership interests) of DCM. She has been with DCM since its formation in 2015 and has been a senior member of the investment team throughout the life of the Partnership. Mr. Huang currently serves as Head of Credit Strategies of DCM. He joined DCM in 2017 and has served in roles of progressively increasing responsibility within the investment team, most recently overseeing all credit-related investment strategies of the Partnership.

On July 15, 2024, the General Partner circulated the following documents to all forty-seven (47) Limited Partners of the Partnership, in each case by electronic mail transmission and international courier delivery in accordance with Section 16.01 of the A&R LPA:

(i) a Successor Key Person Proposal letter, dated July 15, 2024, setting forth the qualifications, experience, and proposed roles of Ms. Sato and Mr. Huang as joint Successor Key Persons, together with biographical information and investment track records for each proposed Successor Key Person (the "Successor Proposal");

(ii) a draft First Amendment to the Amended and Restated Limited Partnership Agreement of Driftwood Absolute Return Fund Ltd. (the "First Amendment"), together with a blackline comparison to the A&R LPA showing all proposed amendments; and

(iii) a Form of Written Consent of Limited Partners (the "Form of Written Consent"), to be executed and returned by each consenting Limited Partner on or before the LP Consent Deadline (as defined in Recital F below).

The First Amendment, among other things, provides for the following changes to the A&R LPA:

(a) Redefinition of "Key Person." Section 8.04(a) of the A&R LPA is amended to redefine "Key Person" to mean Elaine R. Sato and Jonathan K. Huang, jointly, for so long as each of them serves in her or his respective capacity with the General Partner and devotes substantially all of her or his professional time to the investment activities and affairs of the Partnership.

(b) Replacement Period for Loss of One Successor Key Person. Sections 8.04(b) and 8.04(c) of the A&R LPA are amended to provide that, in the event of the departure, death, permanent disability, incapacitation, or other loss of one (but not both) of the Successor Key Persons, a 180-calendar-day Replacement Period (rather than an automatic suspension of the Investment Period) shall be triggered, during which the remaining Successor Key Person and the General Partner shall identify and propose a replacement to the Limited Partners for approval. In the event of the departure, death, permanent disability, incapacitation, or other loss of both Successor Key Persons, a Key Person Event shall be deemed to have occurred, with consequences as previously provided in Section 8.04 of the A&R LPA.

(c) Establishment of Investment Committee. A new Section 8.05 is added to the A&R LPA, establishing a three-member Investment Committee of the Partnership. The Investment Committee shall consist of: (1) Elaine R. Sato, who shall serve as Chair of the Investment Committee; (2) Jonathan K. Huang; and (3) one independent member to be designated by the Investor Advisory Committee of the Partnership pursuant to Section 9.02 of the A&R LPA. All new portfolio investments by the Partnership in excess of $5.0 million shall require the approval of at least two (2) of the three (3) members of the Investment Committee. The Investment Committee shall meet no less frequently than bi-weekly during the first twelve (12) months following the Amendment Effective Date.

(d) Reduction of Follow-On Investment Cap. The follow-on investment cap applicable during any future Key Person Event is reduced from $28.7 million (representing 1.0% of the Partnership's assets under management) to $14.35 million (representing 0.5% of the Partnership's assets under management), reflecting a more conservative posture during periods of leadership transition.

(e) Designation of Marcus J. Whitmore as Senior Advisor. Marcus J. Whitmore is designated as "Senior Advisor" to the Partnership and to the General Partner, effective as of the Amendment Effective Date. In such capacity, Mr. Whitmore shall have no governance authority, no voting rights with respect to any matter requiring the action or consent of the General Partner, and no authority to bind the Partnership or the General Partner. Mr. Whitmore's role as Senior Advisor shall be limited to providing non-binding advisory input on investment matters, to the extent his health permits, and shall be subject to the terms and conditions of a separate Senior Advisor Agreement between Mr. Whitmore and DCM.

(f) Amendment to Schedule A (Carried Interest Allocation). Schedule A to the A&R LPA is amended to reflect the following revised allocations of the General Partner's 20% incentive allocation (i.e., the "Carried Interest"):

• Marcus J. Whitmore: 9% of the GP's 20% incentive allocation (reduced from 18%);

• Elaine R. Sato: 7% of the GP's 20% incentive allocation (increased from 1.5%);

• Jonathan K. Huang: 4% of the GP's 20% incentive allocation (increased from 0.5%);

• Remaining GP-level allocation (other DCM members and reserves): unchanged;

• GP-level total incentive allocation: 20% (unchanged).

Mr. Whitmore's carried interest shall vest on a modified schedule as follows: fifty percent (50%) of Mr. Whitmore's carried interest allocation shall be deemed vested immediately as of the Key Person Event Date (June 10, 2024); the remaining fifty percent (50%) shall vest ratably on a monthly basis over thirty-six (36) months commencing on June 10, 2024, subject to continued compliance by Mr. Whitmore with the non-competition and non-solicitation covenants set forth in the Operating Agreement of DCM and the Senior Advisor Agreement.

E. Consent Requirement.

Pursuant to Section 14.01 of the A&R LPA, any amendment to the A&R LPA requires the written consent of the General Partner and of Limited Partners holding not less than sixty-six and two-thirds percent (66⅔%) of the aggregate Limited Partner capital commitments (excluding the General Partner's co-investment). Section 8.04(c) of the A&R LPA further provides that the approval of Successor Key Persons and any related amendments to the A&R LPA shall be subject to the same consent threshold set forth in Section 14.01.

As of the Certification Date, the aggregate Limited Partner capital commitments for purposes of the consent vote (the "Aggregate Voting LP Capital Commitments") are calculated as follows:

Total Fund Net Asset Value (as of Q2 2024 quarterly valuation): $2,870.0 million

Less: Marcus J. Whitmore capital commitment (committed through the GP vehicle, DCM): ($57.4 million)

Less: Elaine R. Sato capital commitment (committed through the GP vehicle, DCM): ($14.35 million)

Aggregate Voting LP Capital Commitments: $2,798.25 million

The capital commitments of Mr. Whitmore and Ms. Sato are excluded from the Aggregate Voting LP Capital Commitments because they were committed through the General Partner's co-investment vehicle and are therefore excluded pursuant to Section 14.01 of the A&R LPA, which provides that "for purposes of any vote or consent of the Limited Partners, the capital commitments of the General Partner and any Affiliate of the General Partner that are invested through the General Partner's co-investment shall be excluded from the denominator."

The required consent threshold is therefore:

$2,798.25 million × 66⅔% = $1,865.50 million

F. Consent Deadline.

The General Partner established August 23, 2024 as the deadline by which all Forms of Written Consent were required to be received by the General Partner (the "LP Consent Deadline"). The LP Consent Deadline of August 23, 2024 represents forty (40) calendar days from the July 15, 2024 circulation date of the Successor Proposal, the First Amendment, and the Form of Written Consent. The forty-day consent period was determined by the General Partner to be reasonable and consistent with the time periods customarily afforded to Limited Partners in similar circumstances, and was within the Cure Period expiring September 8, 2024. The General Partner also delivered reminder notices to all Limited Partners who had not yet returned executed Forms of Written Consent on August 5, 2024 and August 12, 2024, respectively.

G. IAC Review.

The Investor Advisory Committee (the "IAC") of the Partnership, established pursuant to Section 9.02 of the A&R LPA, consists of five (5) members, each of whom is a representative of a Limited Partner of the Partnership. As of the date hereof, the members of the IAC are as follows:

1. Diana Cortland, Representative of Northvale Public Employees' Retirement System — IAC Chair;

2. Richard Oshima, Representative of Sycamore Endowment Partners LP;

3. Catherine Mercer, Representative of Velthorn Institutional Fund of Funds III, L.P.;

4. Thomas Ashworth, Representative of Bridlewood Family Office Holdings Ltd.; and

5. Nadia Al-Rashid, Representative of Atlas Sovereign Wealth Advisory LLC.

The IAC reviewed the Successor Proposal, the First Amendment, and related materials at a meeting held on July 29, 2024, at the offices of Wexford Crane & Albright LLP, 51 West 52nd Street, 40th Floor, New York, NY 10019. The meeting was attended by all five IAC members (Ms. Cortland, Mr. Oshima, Ms. Mercer, Mr. Ashworth, and Ms. Al-Rashid) and by legal counsel to the IAC, Wexford Crane & Albright LLP (Helen M. Calloway, Partner, and David Pineda, Senior Associate). Also in attendance at the invitation of the IAC were Ms. Sato and Mr. Huang, who presented their qualifications, investment philosophy, and proposed governance structure, and responded to questions from the IAC members and their legal counsel. The IAC meeting lasted approximately three hours and forty-five minutes. Following the presentation and discussion, the IAC unanimously confirmed that it did not object to the Successor Proposal or the First Amendment, and that the IAC would recommend to the Limited Partners that they approve the same. The IAC's recommendation was communicated to all forty-seven (47) Limited Partners by separate letter from Ms. Cortland, as IAC Chair, dated August 1, 2024.

CERTIFICATIONS

NOW, THEREFORE, the General Partner, acting through its duly authorized representative, hereby certifies as follows:

Section 1. Certification of Consent Tabulation.

1.1 Receipt of Written Consents. The undersigned, on behalf of DCM as General Partner of the Partnership, hereby certifies that the General Partner has received duly executed Forms of Written Consent from thirty-eight (38) of the forty-seven (47) Limited Partners of the Partnership (collectively, the "Consenting LPs"). Each Form of Written Consent received by the General Partner was executed by an authorized signatory of the respective Limited Partner and delivered to the General Partner in accordance with the delivery instructions set forth in the Form of Written Consent and the notice provisions of Section 16.01 of the A&R LPA. The General Partner has verified the authority of each signatory based on the relevant subscription documents, incumbency certificates, and/or powers of attorney on file with the Partnership.

All thirty-eight (38) written consents were received by the General Partner on or before August 19, 2024, which date is four (4) calendar days prior to the LP Consent Deadline of August 23, 2024. No Forms of Written Consent were received by the General Partner after August 19, 2024 and on or before the LP Consent Deadline of August 23, 2024. No Forms of Written Consent were received by the General Partner after the LP Consent Deadline.

1.2 Tabulation of Consenting LP Capital Commitments. The aggregate capital commitments of the thirty-eight (38) Consenting LPs total Two Billion Four Hundred Twelve Million Eight Hundred Thousand Dollars ($2,412,800,000) ($2,412.8 million). A detailed schedule of each Consenting LP and its respective capital commitment amount, together with the date on which the Form of Written Consent was received from such Consenting LP, is attached hereto as Exhibit A and is incorporated herein by reference.

1.3 Percentage of Voting LP Capital Commitments. The Aggregate Voting LP Capital Commitments (excluding the General Partner's co-investment, as described in Recital E above) are Two Billion Seven Hundred Ninety-Eight Million Two Hundred Fifty Thousand Dollars ($2,798,250,000) ($2,798.25 million). The consenting LP capital commitments of $2,412.8 million represent approximately eighty-six and two-tenths percent (86.2%) of the Aggregate Voting LP Capital Commitments, calculated as follows:

$2,412,800,000 ÷ $2,798,250,000 = 86.2% (rounded to the nearest tenth of a percent)

1.4 Satisfaction of Consent Threshold. The required consent threshold under Sections 14.01 and 8.04(c) of the A&R LPA is sixty-six and two-thirds percent (66⅔%) of the Aggregate Voting LP Capital Commitments, which equals One Billion Eight Hundred Sixty-Five Million Five Hundred Thousand Dollars ($1,865,500,000) ($1,865.50 million). The consenting LP capital commitments of $2,412.8 million exceed the required threshold of $1,865.50 million by Five Hundred Forty-Seven Million Three Hundred Thousand Dollars ($547,300,000) ($547.3 million). Accordingly, the General Partner hereby certifies that the consent threshold required under Sections 14.01 and 8.04(c) of the A&R LPA has been satisfied, and the requisite written consent of the Limited Partners has been duly and validly obtained for purposes of approving the Successor Key Persons and the First Amendment.

Section 2. Certification of Amendment Effectiveness.

2.1 Effectiveness of the First Amendment. Having determined, as set forth in Section 1 above, that the requisite Limited Partner consent has been obtained in accordance with Sections 14.01 and 8.04(c) of the A&R LPA, and having further confirmed that all other conditions precedent to the effectiveness of the First Amendment have been satisfied (including, without limitation, the execution and delivery of the First Amendment by the General Partner on behalf of the Partnership), the General Partner hereby certifies that the First Amendment to the Amended and Restated Limited Partnership Agreement of Driftwood Absolute Return Fund Ltd. is effective as of August 26, 2024 (the "Amendment Effective Date"). The A&R LPA, as modified by the First Amendment, shall hereinafter be referred to as the "LPA" or the "Partnership Agreement," and all references in any agreement, instrument, document, or certificate to the "A&R LPA" or the "Amended and Restated Limited Partnership Agreement" shall be deemed to refer to the A&R LPA as amended by the First Amendment, unless the context otherwise requires.

2.2 Summary of Key Amendments Now in Effect. As of the Amendment Effective Date, the following material amendments to the A&R LPA, as effected by the First Amendment, are now in full force and effect:

(a) Section 8.04(a) — Redefinition of "Key Person." The term "Key Person" is redefined to mean Elaine R. Sato and Jonathan K. Huang, jointly, for so long as each of them serves in her or his respective capacity with the General Partner and devotes substantially all of her or his professional time to the investment activities and affairs of the Partnership.

(b) Sections 8.04(b) and 8.04(c) — Replacement Period. Loss of one (but not both) Successor Key Person triggers a 180-calendar-day Replacement Period, during which the remaining Successor Key Person and the General Partner shall identify and propose a replacement to the Limited Partners for approval, rather than an automatic suspension of the Investment Period. Loss of both Successor Key Persons triggers a Key Person Event with consequences as previously provided in Section 8.04 of the A&R LPA.

(c) New Section 8.05 — Investment Committee. A three-member Investment Committee is established, consisting of Elaine R. Sato (Chair), Jonathan K. Huang, and one independent member to be designated by the Investor Advisory Committee pursuant to Section 9.02 of the A&R LPA. All new portfolio investments in excess of $5.0 million require approval of at least two (2) of the three (3) members of the Investment Committee.

(d) Follow-On Investment Cap. The follow-on investment cap applicable during any future Key Person Event is reduced from $28.7 million (1.0% of assets under management) to $14.35 million (0.5% of assets under management).

(e) Designation of Marcus J. Whitmore as Senior Advisor. Marcus J. Whitmore is designated as Senior Advisor to the Partnership and to the General Partner, effective as of the Amendment Effective Date, with no governance authority, no voting rights, and no authority to bind the Partnership or the General Partner.

(f) Schedule A — Carried Interest Allocation. The revised allocations of the General Partner's 20% incentive allocation are as follows:

• Marcus J. Whitmore: 9% of the GP's 20% incentive allocation (reduced from 18%);

• Elaine R. Sato: 7% of the GP's 20% incentive allocation (increased from 1.5%);

• Jonathan K. Huang: 4% of the GP's 20% incentive allocation (increased from 0.5%);

• GP-level total incentive allocation: 20% (unchanged).

(g) Whitmore Carried Interest Vesting. Fifty percent (50%) of Mr. Whitmore's carried interest allocation vested immediately as of the Key Person Event Date (June 10, 2024). The remaining fifty percent (50%) vests ratably on a monthly basis over thirty-six (36) months commencing on June 10, 2024, subject to continued compliance by Mr. Whitmore with the non-competition and non-solicitation covenants set forth in the Operating Agreement of DCM and the Senior Advisor Agreement.

2.3 Cure Period. The 90-calendar-day Cure Period under Section 8.04(c) of the A&R LPA commenced on the Key Person Event Date of June 10, 2024 and was set to expire on September 8, 2024. The effectiveness of the First Amendment on the Amendment Effective Date of August 26, 2024 — which date is thirteen (13) calendar days prior to the expiration of the Cure Period — constitutes a cure of the Key Person Event within the Cure Period, in accordance with Section 8.04(c) of the A&R LPA. Accordingly, the September 8, 2024 Cure Period expiration date is rendered moot.

Furthermore, the suspension of the Investment Period that took effect automatically upon the occurrence of the Key Person Event on June 10, 2024, pursuant to Section 8.04(c) of the A&R LPA, is hereby terminated as of the Amendment Effective Date of August 26, 2024. The Investment Period shall continue from the Amendment Effective Date in accordance with its original terms as set forth in Section 7.01 of the A&R LPA (as amended by the First Amendment), and the General Partner (acting through the newly established Investment Committee) shall be permitted to make new portfolio investments on behalf of the Partnership, subject to the terms and conditions of the A&R LPA as amended by the First Amendment.

Section 3. Governing Law.

This Certificate and the matters set forth herein shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the conflict of laws principles thereof that would cause the application of the laws of any other jurisdiction. Any dispute arising out of or relating to this Certificate shall be resolved in accordance with the dispute resolution provisions set forth in Section 15.04 of the A&R LPA (as amended by the First Amendment).

Section 4. Reliance and Distribution.

This Certificate is delivered by the General Partner for the benefit of, and may be relied upon by, the following persons and entities:

(a) the Limited Partners of the Partnership;

(b) the Investor Advisory Committee of the Partnership;

(d) the Auditor: Graystone & Whitfield LLP;

(e) the Prime Broker: Halcyon Securities International Ltd.; and

(f) the Partnership's legal counsel: Calderwood & Harkness LLP, 1585 Broadway, 34th Floor, New York, NY 10036.

Copies of this Certificate shall be delivered to all forty-seven (47) Limited Partners of the Partnership, to each member of the Investor Advisory Committee, and to each of the service providers identified in clauses (c) through (f) above, promptly following execution hereof. This Certificate, together with all exhibits and attachments hereto, shall be maintained with the books and records of the Partnership in accordance with Section 11.01 of the A&R LPA.

This Certificate may be executed in counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument.

[Signature Page Follows]

[SIGNATURE PAGE TO CERTIFICATE OF THE GENERAL PARTNER]

IN WITNESS WHEREOF, the undersigned has executed this Certificate as of the date first written above.

DRIFTWOOD CAPITAL MANAGEMENT LLC a Delaware limited liability company, as General Partner of Driftwood Absolute Return Fund Ltd.

By: ________

Name: Elaine R. Sato

Title: Deputy Chief Investment Officer

Date: August 26, 2024

Address:

680 Lexington Avenue, 31st Floor New York, NY 10022

EXHIBIT A

SCHEDULE OF LIMITED PARTNERS DELIVERING WRITTEN CONSENTS TO THE FIRST AMENDMENT TO THE AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF DRIFTWOOD ABSOLUTE RETURN FUND LTD.

Total Number of Limited Partners of the Partnership: 47

Total Number of Consenting Limited Partners: 38

Consent Period: July 15, 2024 through August 19, 2024

Summary

This Exhibit A is an integral part of the Certificate of the General Partner Regarding Limited Partner Consent Tabulation and Effectiveness of the First Amendment to the Amended and Restated Limited Partnership Agreement of Driftwood Absolute Return Fund Ltd., dated August 26, 2024. The information contained herein is confidential and is provided solely for the purposes described in the Certificate. The identities and capital commitments of the nine (9) non-consenting Limited Partners are not disclosed in this Exhibit A, in accordance with the confidentiality provisions of Section 16.03 of the A&R LPA.

LP No.	Limited Partner Name	Capital Commitment ($ millions)	Date of Consent
LP-01	Northvale Public Employees' Retirement System	$310.0	July 22, 2024
LP-02	Sycamore Endowment Partners LP	$275.0	July 24, 2024
LP-03	Velthorn Institutional Fund of Funds III, L.P.	$220.0	July 26, 2024
LP-04	Bridlewood Family Office Holdings Ltd.	$185.0	July 30, 2024
LP-05	Atlas Sovereign Wealth Advisory LLC	$150.0	July 30, 2024
LP-06	Cascadia State Teachers' Pension Fund	$92.0	July 19, 2024
LP-07	Veridian Insurance Group Separate Account	$88.5	July 22, 2024
LP-08	Pinehurst University Endowment Fund	$78.0	July 23, 2024
LP-09	Stonebridge Municipal Employees' Retirement System	$72.0	July 25, 2024
LP-10	Ironclad Diversified Strategies Fund, L.P.	$65.0	July 25, 2024
LP-11	Lakeview Foundation for Health Sciences	$58.0	July 26, 2024
LP-12	Redwood Multi-Manager Platform, Ltd.	$55.0	July 29, 2024
LP-13	Pacifica Corporate Pension Trust	$52.0	July 30, 2024
LP-14	Windermere Capital Partners Fund II, L.P.	$48.5	July 31, 2024
LP-15	Magellan Global Opportunity Fund	$45.0	August 1, 2024
LP-16	Copperfield Institutional Investors, LLC	$43.0	August 1, 2024
LP-17	Harborview County Retirement Association	$40.0	August 2, 2024
LP-18	Summit Ridge Family Trust	$38.0	August 5, 2024
LP-19	Clarendon Re Ltd. (Segregated Portfolio A)	$36.0	August 5, 2024
LP-20	Blue Heron Charitable Endowment, Inc.	$34.0	August 6, 2024
LP-21	Thornfield Private Wealth Solutions, L.P.	$32.0	August 6, 2024
LP-22	Meridian State Employees' Deferred Compensation Plan	$30.0	August 7, 2024
LP-23	Kestrel Absolute Value Fund, Ltd.	$28.5	August 7, 2024
LP-24	Ashford Municipal Police & Fire Pension Board	$27.0	August 8, 2024

LP-25	Garnet Hill Capital Advisors Fund III, L.P.	$25.0	August 8, 2024
LP-26	Osprey Healthcare System Master Trust	$23.0	August 9, 2024
LP-27	Foxglove Investments (Bermuda) Ltd.	$21.0	August 9, 2024
LP-28	Silverbell Cooperative Insurance Fund	$19.5	August 12, 2024
LP-29	Dunmore Foundation for Education & Arts	$18.0	August 12, 2024
LP-30	Crestline Partners LLC Fund of Funds, S.C.A.	$16.5	August 13, 2024
LP-31	Ridgecrest Operating Engineers' Pension Trust	$15.0	August 13, 2024
LP-32	Elmwood Multi-Strategy Allocation Fund	$13.5	August 14, 2024
LP-33	Canopy Ventures Institutional Partners, L.P.	$12.0	August 14, 2024
LP-34	Bellwether Reinsurance Capital, Ltd.	$10.8	August 15, 2024
LP-35	Heathcote Philanthropic Trust	$9.5	August 16, 2024
LP-36	Alder Creek Community Foundation	$8.0	August 16, 2024
LP-37	Rosewood Private Client Strategies, LLC	$7.0	August 19, 2024
LP-38	Fieldstone Small Institutions Pooled Fund	$7.5	August 19, 2024
TOTAL	$2,412.8
Item	Amount / Figure
Total Number of Consenting LPs	38
Total Capital Commitments of Consenting LPs	$2,412.8 million
Aggregate Voting LP Capital Commitments	$2,798.25 million
Percentage of Voting LP Commitments	86.2%
Required Consent Threshold (66⅔%)	$1,865.50 million
Surplus Over Required Threshold	$547.3 million
Non-Consenting LPs	9 (not listed)

CERTIFICATE OF THE GENERAL PARTNER REGARDING LIMITED PARTNER CONSENT TABULATION AND EFFECTIVENESS OF THE FIRST AMENDMENT TO THE AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF DRIFTWOOD ABSOLUTE RETURN FUND LTD.
August 26, 2024
Driftwood Capital Management LLC, a Delaware limited liability company (EIN: 82-4917653) ("DCM" or the "General Partner"), in its capacity as the general partner of Driftwood Absolute Return Fund Ltd., a Cayman Islands exempted limited partnership registered under Registration No. ELP-87234 (the "Partnership" or "DARF"), hereby issues this Certificate of the General Partner Regarding Limited Partner Consent Tabulation and Effectiveness of the First Amendment to the Amended and Restated Limited Partnership Agreement of the Partnership (this "Certificate") as of August 26, 2024 (the "Certification Date"). This Certificate is delivered pursuant to, and in accordance with, the authority vested in the General Partner under the Amended and Restated Limited Partnership Agreement of the Partnership dated as of March 15, 2017 (as defined below, the "A&R LPA"), and is based upon the following recitals of fact and the certifications set forth herein.
RECITALS
A. The Partnership and the A&R LPA.
Driftwood Absolute Return Fund Ltd. ("DARF" or the "Partnership") is a Cayman Islands exempted limited partnership duly registered under the Exempted Limited Partnership Act (As Revised) of the Cayman Islands, bearing Registration No. ELP-87234, with its registered office located at 4th Floor, Harbour Place, 103 South Church Street, George Town, Grand Cayman, KY1-1104, Cayman Islands. The registered agent of the Partnership in the Cayman Islands is Archipelago Corporate Services Ltd., P.O. Box 2681, George Town, Grand Cayman, KY1-1111, Cayman Islands. The Partnership was originally formed pursuant to an Agreement of Limited Partnership dated as of November 2, 2015, which was subsequently amended and restated in its entirety by the Amended and Restated Limited Partnership Agreement dated as of March 15, 2017 (the "A&R LPA"). The A&R LPA is governed by, and construed in accordance with, the laws of the State of Delaware, as provided in Section 15.02 thereof.
Driftwood Capital Management LLC ("DCM" or the "General Partner") is a limited liability company duly organized and existing under the laws of the State of Delaware, with its principal office located at 680 Lexington Avenue, 31st Floor, New York, NY 10022, and its Delaware registered agent at Capitol Registered Agents, Inc., 1209 Orange Street, Wilmington, DE 19801. DCM serves as the sole general partner of the Partnership and, in such capacity, is responsible for the management, operation, and investment activities of the Partnership as set forth in the A&R LPA.
As of the date hereof, the Partnership has forty-seven (47) Limited Partners who have been admitted to the Partnership in accordance with the terms and conditions of the A&R LPA and the relevant subscription agreements. The General Partner confirms that no additional Limited Partners have been admitted, and no existing Limited Partners have withdrawn or been removed, since the date of the Key Person Event (as defined below).
B. The Key Person Event.
Pursuant to Section 8.04(a) of the A&R LPA, Marcus J. Whitmore, Founder, Chief Investment Officer, and Managing Member (holding 90% of the membership interests) of DCM, was designated as the sole "Key Person" of the Partnership. Section 8.04(a) provides, in relevant part, that the term "Key Person" shall mean "Marcus J. Whitmore, individually, for so long as he serves as the Chief Investment Officer of the General Partner and devotes substantially all of his professional time to the investment activities and affairs of the Partnership."
On June 3, 2024, Mr. Whitmore suffered a severe hemorrhagic stroke, resulting in his hospitalization and rendering him unable to devote substantially all of his professional time to the investment activities and affairs of the Partnership. Mr. Whitmore's medical condition, as confirmed by attending physicians at NewYork-Presbyterian Hospital / Weill Cornell Medical Center and communicated to the General Partner, has been such that he has been and remains unable to perform his duties as Chief Investment Officer or to participate in any material respect in the management, operation, or investment activities of the Partnership.
Pursuant to Section 8.04(b) of the A&R LPA, a "Key Person Event" is deemed to have occurred if the Key Person "is unable to devote substantially all of his professional time to the affairs of the Partnership for a period of seven (7) consecutive calendar days, whether by reason of death, permanent disability, incapacitation, resignation, removal, or any other cause." The seven (7) consecutive calendar day period commenced on June 3, 2024 and expired on June 10, 2024. Accordingly, the Key Person Event was deemed triggered on June 10, 2024 (i.e., seven consecutive calendar days following June 3, 2024) (the "Key Person Event Date").
Upon the occurrence of the Key Person Event, Section 8.04(c) of the A&R LPA provides that: (i) the Investment Period of the Partnership shall be automatically suspended; (ii) the General Partner shall not make any new portfolio investments on behalf of the Partnership, provided that the General Partner may make follow-on investments in existing portfolio positions in an aggregate amount not exceeding $28.7 million (representing 1.0% of the Partnership's assets under management as of the most recent quarterly valuation); and (iii) a 90-calendar-day cure period (the "Cure Period") shall commence on the Key Person Event Date, during which the General Partner may propose one or more Successor Key Persons for approval by the Limited Partners. The Cure Period commenced on June 10, 2024 and was set to expire on September 8, 2024.
C. LP Notification.
Pursuant to Section 8.04(c) of the A&R LPA, the General Partner was required to notify all Limited Partners in writing within five (5) business days of the occurrence of the Key Person Event. The Key Person Event occurred on June 10, 2024; accordingly, the notification deadline was June 17, 2024 (the fifth business day following June 10, 2024, accounting for the weekend of June 15–16, 2024).
The General Partner delivered written notice of the Key Person Event (the "Key Person Event Notice") to all forty-seven (47) Limited Partners of the Partnership on June 14, 2024, which date was within the required five (5) business day notification period. The Key Person Event Notice was delivered by electronic mail transmission to the notice addresses on file for each Limited Partner, with a copy delivered by international courier (Granite Harbor Enterprises) to each Limited Partner's physical notice address, in each case as set forth in the records of the Partnership and in accordance with the notice provisions of Section 16.01 of the A&R LPA. The Key Person Event Notice described: (i) the nature of the Key Person Event; (ii) the suspension of the Investment Period; (iii) the restrictions on new portfolio investments; (iv) the commencement and expiration of the Cure Period; and (v) the General Partner's intention to propose one or more Successor Key Persons during the Cure Period.
D. The Successor Proposal and the First Amendment.
Following extensive consultations with the members of the Investor Advisory Committee (as described in Recital G below), the General Partner proposed Elaine R. Sato and Jonathan K. Huang as joint Successor Key Persons for the Partnership. Ms. Sato currently serves as Deputy Chief Investment Officer and Managing Member (holding 10% of the membership interests) of DCM. She has been with DCM since its formation in 2015 and has been a senior member of the investment team throughout the life of the Partnership. Mr. Huang currently serves as Head of Credit Strategies of DCM. He joined DCM in 2017 and has served in roles of progressively increasing responsibility within the investment team, most recently overseeing all credit-related investment strategies of the Partnership.
On July 15, 2024, the General Partner circulated the following documents to all forty-seven (47) Limited Partners of the Partnership, in each case by electronic mail transmission and international courier delivery in accordance with Section 16.01 of the A&R LPA:
(i) a Successor Key Person Proposal letter, dated July 15, 2024, setting forth the qualifications, experience, and proposed roles of Ms. Sato and Mr. Huang as joint Successor Key Persons, together with biographical information and investment track records for each proposed Successor Key Person (the "Successor Proposal");
(ii) a draft First Amendment to the Amended and Restated Limited Partnership Agreement of Driftwood Absolute Return Fund Ltd. (the "First Amendment"), together with a blackline comparison to the A&R LPA showing all proposed amendments; and
(iii) a Form of Written Consent of Limited Partners (the "Form of Written Consent"), to be executed and returned by each consenting Limited Partner on or before the LP Consent Deadline (as defined in Recital F below).
The First Amendment, among other things, provides for the following changes to the A&R LPA:
(a) Redefinition of "Key Person." Section 8.04(a) of the A&R LPA is amended to redefine "Key Person" to mean Elaine R. Sato and Jonathan K. Huang, jointly, for so long as each of them serves in her or his respective capacity with the General Partner and devotes substantially all of her or his professional time to the investment activities and affairs of the Partnership.
(b) Replacement Period for Loss of One Successor Key Person. Sections 8.04(b) and 8.04(c) of the A&R LPA are amended to provide that, in the event of the departure, death, permanent disability, incapacitation, or other loss of one (but not both) of the Successor Key Persons, a 180-calendar-day Replacement Period (rather than an automatic suspension of the Investment Period) shall be triggered, during which the remaining Successor Key Person and the General Partner shall identify and propose a replacement to the Limited Partners for approval. In the event of the departure, death, permanent disability, incapacitation, or other loss of both Successor Key Persons, a Key Person Event shall be deemed to have occurred, with consequences as previously provided in Section 8.04 of the A&R LPA.
(c) Establishment of Investment Committee. A new Section 8.05 is added to the A&R LPA, establishing a three-member Investment Committee of the Partnership. The Investment Committee shall consist of: (1) Elaine R. Sato, who shall serve as Chair of the Investment Committee; (2) Jonathan K. Huang; and (3) one independent member to be designated by the Investor Advisory Committee of the Partnership pursuant to Section 9.02 of the A&R LPA. All new portfolio investments by the Partnership in excess of $5.0 million shall require the approval of at least two (2) of the three (3) members of the Investment Committee. The Investment Committee shall meet no less frequently than bi-weekly during the first twelve (12) months following the Amendment Effective Date.
(d) Reduction of Follow-On Investment Cap. The follow-on investment cap applicable during any future Key Person Event is reduced from $28.7 million (representing 1.0% of the Partnership's assets under management) to $14.35 million (representing 0.5% of the Partnership's assets under management), reflecting a more conservative posture during periods of leadership transition.
(e) Designation of Marcus J. Whitmore as Senior Advisor. Marcus J. Whitmore is designated as "Senior Advisor" to the Partnership and to the General Partner, effective as of the Amendment Effective Date. In such capacity, Mr. Whitmore shall have no governance authority, no voting rights with respect to any matter requiring the action or consent of the General Partner, and no authority to bind the Partnership or the General Partner. Mr. Whitmore's role as Senior Advisor shall be limited to providing non-binding advisory input on investment matters, to the extent his health permits, and shall be subject to the terms and conditions of a separate Senior Advisor Agreement between Mr. Whitmore and DCM.
(f) Amendment to Schedule A (Carried Interest Allocation). Schedule A to the A&R LPA is amended to reflect the following revised allocations of the General Partner's 20% incentive allocation (i.e., the "Carried Interest"):
•  Marcus J. Whitmore: 9% of the GP's 20% incentive allocation (reduced from 18%);
•  Elaine R. Sato: 7% of the GP's 20% incentive allocation (increased from 1.5%);
•  Jonathan K. Huang: 4% of the GP's 20% incentive allocation (increased from 0.5%);
•  Remaining GP-level allocation (other DCM members and reserves): unchanged;
•  GP-level total incentive allocation: 20% (unchanged).
Mr. Whitmore's carried interest shall vest on a modified schedule as follows: fifty percent (50%) of Mr. Whitmore's carried interest allocation shall be deemed vested immediately as of the Key Person Event Date (June 10, 2024); the remaining fifty percent (50%) shall vest ratably on a monthly basis over thirty-six (36) months commencing on June 10, 2024, subject to continued compliance by Mr. Whitmore with the non-competition and non-solicitation covenants set forth in the Operating Agreement of DCM and the Senior Advisor Agreement.
E. Consent Requirement.
Pursuant to Section 14.01 of the A&R LPA, any amendment to the A&R LPA requires the written consent of the General Partner and of Limited Partners holding not less than sixty-six and two-thirds percent (66⅔%) of the aggregate Limited Partner capital commitments (excluding the General Partner's co-investment). Section 8.04(c) of the A&R LPA further provides that the approval of Successor Key Persons and any related amendments to the A&R LPA shall be subject to the same consent threshold set forth in Section 14.01.
As of the Certification Date, the aggregate Limited Partner capital commitments for purposes of the consent vote (the "Aggregate Voting LP Capital Commitments") are calculated as follows:
Total Fund Net Asset Value (as of Q2 2024 quarterly valuation): $2,870.0 million
Less: Marcus J. Whitmore capital commitment (committed through the GP vehicle, DCM): ($57.4 million)
Less: Elaine R. Sato capital commitment (committed through the GP vehicle, DCM): ($14.35 million)
Aggregate Voting LP Capital Commitments: $2,798.25 million
The capital commitments of Mr. Whitmore and Ms. Sato are excluded from the Aggregate Voting LP Capital Commitments because they were committed through the General Partner's co-investment vehicle and are therefore excluded pursuant to Section 14.01 of the A&R LPA, which provides that "for purposes of any vote or consent of the Limited Partners, the capital commitments of the General Partner and any Affiliate of the General Partner that are invested through the General Partner's co-investment shall be excluded from the denominator."
The required consent threshold is therefore:
$2,798.25 million × 66⅔% = $1,865.50 million
F. Consent Deadline.
The General Partner established August 23, 2024 as the deadline by which all Forms of Written Consent were required to be received by the General Partner (the "LP Consent Deadline"). The LP Consent Deadline of August 23, 2024 represents forty (40) calendar days from the July 15, 2024 circulation date of the Successor Proposal, the First Amendment, and the Form of Written Consent. The forty-day consent period was determined by the General Partner to be reasonable and consistent with the time periods customarily afforded to Limited Partners in similar circumstances, and was within the Cure Period expiring September 8, 2024. The General Partner also delivered reminder notices to all Limited Partners who had not yet returned executed Forms of Written Consent on August 5, 2024 and August 12, 2024, respectively.
G. IAC Review.
The Investor Advisory Committee (the "IAC") of the Partnership, established pursuant to Section 9.02 of the A&R LPA, consists of five (5) members, each of whom is a representative of a Limited Partner of the Partnership. As of the date hereof, the members of the IAC are as follows:
1.  Diana Cortland, Representative of Northvale Public Employees' Retirement System — IAC Chair;
2.  Richard Oshima, Representative of Sycamore Endowment Partners LP;
3.  Catherine Mercer, Representative of Velthorn Institutional Fund of Funds III, L.P.;
4.  Thomas Ashworth, Representative of Bridlewood Family Office Holdings Ltd.; and
5.  Nadia Al-Rashid, Representative of Atlas Sovereign Wealth Advisory LLC.
The IAC reviewed the Successor Proposal, the First Amendment, and related materials at a meeting held on July 29, 2024, at the offices of Wexford Crane & Albright LLP, 51 West 52nd Street, 40th Floor, New York, NY 10019. The meeting was attended by all five IAC members (Ms. Cortland, Mr. Oshima, Ms. Mercer, Mr. Ashworth, and Ms. Al-Rashid) and by legal counsel to the IAC, Wexford Crane & Albright LLP (Helen M. Calloway, Partner, and David Pineda, Senior Associate). Also in attendance at the invitation of the IAC were Ms. Sato and Mr. Huang, who presented their qualifications, investment philosophy, and proposed governance structure, and responded to questions from the IAC members and their legal counsel. The IAC meeting lasted approximately three hours and forty-five minutes. Following the presentation and discussion, the IAC unanimously confirmed that it did not object to the Successor Proposal or the First Amendment, and that the IAC would recommend to the Limited Partners that they approve the same. The IAC's recommendation was communicated to all forty-seven (47) Limited Partners by separate letter from Ms. Cortland, as IAC Chair, dated August 1, 2024.
CERTIFICATIONS
NOW, THEREFORE, the General Partner, acting through its duly authorized representative, hereby certifies as follows:
Section 1. Certification of Consent Tabulation.
1.1 Receipt of Written Consents. The undersigned, on behalf of DCM as General Partner of the Partnership, hereby certifies that the General Partner has received duly executed Forms of Written Consent from thirty-eight (38) of the forty-seven (47) Limited Partners of the Partnership (collectively, the "Consenting LPs"). Each Form of Written Consent received by the General Partner was executed by an authorized signatory of the respective Limited Partner and delivered to the General Partner in accordance with the delivery instructions set forth in the Form of Written Consent and the notice provisions of Section 16.01 of the A&R LPA. The General Partner has verified the authority of each signatory based on the relevant subscription documents, incumbency certificates, and/or powers of attorney on file with the Partnership.
All thirty-eight (38) written consents were received by the General Partner on or before August 19, 2024, which date is four (4) calendar days prior to the LP Consent Deadline of August 23, 2024. No Forms of Written Consent were received by the General Partner after August 19, 2024 and on or before the LP Consent Deadline of August 23, 2024. No Forms of Written Consent were received by the General Partner after the LP Consent Deadline.
1.2 Tabulation of Consenting LP Capital Commitments. The aggregate capital commitments of the thirty-eight (38) Consenting LPs total Two Billion Four Hundred Twelve Million Eight Hundred Thousand Dollars ($2,412,800,000) ($2,412.8 million). A detailed schedule of each Consenting LP and its respective capital commitment amount, together with the date on which the Form of Written Consent was received from such Consenting LP, is attached hereto as Exhibit A and is incorporated herein by reference.
1.3 Percentage of Voting LP Capital Commitments. The Aggregate Voting LP Capital Commitments (excluding the General Partner's co-investment, as described in Recital E above) are Two Billion Seven Hundred Ninety-Eight Million Two Hundred Fifty Thousand Dollars ($2,798,250,000) ($2,798.25 million). The consenting LP capital commitments of $2,412.8 million represent approximately eighty-six and two-tenths percent (86.2%) of the Aggregate Voting LP Capital Commitments, calculated as follows:
$2,412,800,000 ÷ $2,798,250,000 = 86.2% (rounded to the nearest tenth of a percent)
1.4 Satisfaction of Consent Threshold. The required consent threshold under Sections 14.01 and 8.04(c) of the A&R LPA is sixty-six and two-thirds percent (66⅔%) of the Aggregate Voting LP Capital Commitments, which equals One Billion Eight Hundred Sixty-Five Million Five Hundred Thousand Dollars ($1,865,500,000) ($1,865.50 million). The consenting LP capital commitments of $2,412.8 million exceed the required threshold of $1,865.50 million by Five Hundred Forty-Seven Million Three Hundred Thousand Dollars ($547,300,000) ($547.3 million). Accordingly, the General Partner hereby certifies that the consent threshold required under Sections 14.01 and 8.04(c) of the A&R LPA has been satisfied, and the requisite written consent of the Limited Partners has been duly and validly obtained for purposes of approving the Successor Key Persons and the First Amendment.
Section 2. Certification of Amendment Effectiveness.
2.1 Effectiveness of the First Amendment. Having determined, as set forth in Section 1 above, that the requisite Limited Partner consent has been obtained in accordance with Sections 14.01 and 8.04(c) of the A&R LPA, and having further confirmed that all other conditions precedent to the effectiveness of the First Amendment have been satisfied (including, without limitation, the execution and delivery of the First Amendment by the General Partner on behalf of the Partnership), the General Partner hereby certifies that the First Amendment to the Amended and Restated Limited Partnership Agreement of Driftwood Absolute Return Fund Ltd. is effective as of August 26, 2024 (the "Amendment Effective Date"). The A&R LPA, as modified by the First Amendment, shall hereinafter be referred to as the "LPA" or the "Partnership Agreement," and all references in any agreement, instrument, document, or certificate to the "A&R LPA" or the "Amended and Restated Limited Partnership Agreement" shall be deemed to refer to the A&R LPA as amended by the First Amendment, unless the context otherwise requires.
2.2 Summary of Key Amendments Now in Effect. As of the Amendment Effective Date, the following material amendments to the A&R LPA, as effected by the First Amendment, are now in full force and effect:
(a) Section 8.04(a) — Redefinition of "Key Person." The term "Key Person" is redefined to mean Elaine R. Sato and Jonathan K. Huang, jointly, for so long as each of them serves in her or his respective capacity with the General Partner and devotes substantially all of her or his professional time to the investment activities and affairs of the Partnership.
(b) Sections 8.04(b) and 8.04(c) — Replacement Period. Loss of one (but not both) Successor Key Person triggers a 180-calendar-day Replacement Period, during which the remaining Successor Key Person and the General Partner shall identify and propose a replacement to the Limited Partners for approval, rather than an automatic suspension of the Investment Period. Loss of both Successor Key Persons triggers a Key Person Event with consequences as previously provided in Section 8.04 of the A&R LPA.
(c) New Section 8.05 — Investment Committee. A three-member Investment Committee is established, consisting of Elaine R. Sato (Chair), Jonathan K. Huang, and one independent member to be designated by the Investor Advisory Committee pursuant to Section 9.02 of the A&R LPA. All new portfolio investments in excess of $5.0 million require approval of at least two (2) of the three (3) members of the Investment Committee.
(d) Follow-On Investment Cap. The follow-on investment cap applicable during any future Key Person Event is reduced from $28.7 million (1.0% of assets under management) to $14.35 million (0.5% of assets under management).
(e) Designation of Marcus J. Whitmore as Senior Advisor. Marcus J. Whitmore is designated as Senior Advisor to the Partnership and to the General Partner, effective as of the Amendment Effective Date, with no governance authority, no voting rights, and no authority to bind the Partnership or the General Partner.
(f) Schedule A — Carried Interest Allocation. The revised allocations of the General Partner's 20% incentive allocation are as follows:
•  Marcus J. Whitmore: 9% of the GP's 20% incentive allocation (reduced from 18%);
•  Elaine R. Sato: 7% of the GP's 20% incentive allocation (increased from 1.5%);
•  Jonathan K. Huang: 4% of the GP's 20% incentive allocation (increased from 0.5%);
•  GP-level total incentive allocation: 20% (unchanged).
(g) Whitmore Carried Interest Vesting. Fifty percent (50%) of Mr. Whitmore's carried interest allocation vested immediately as of the Key Person Event Date (June 10, 2024). The remaining fifty percent (50%) vests ratably on a monthly basis over thirty-six (36) months commencing on June 10, 2024, subject to continued compliance by Mr. Whitmore with the non-competition and non-solicitation covenants set forth in the Operating Agreement of DCM and the Senior Advisor Agreement.
2.3 Cure Period. The 90-calendar-day Cure Period under Section 8.04(c) of the A&R LPA commenced on the Key Person Event Date of June 10, 2024 and was set to expire on September 8, 2024. The effectiveness of the First Amendment on the Amendment Effective Date of August 26, 2024 — which date is thirteen (13) calendar days prior to the expiration of the Cure Period — constitutes a cure of the Key Person Event within the Cure Period, in accordance with Section 8.04(c) of the A&R LPA. Accordingly, the September 8, 2024 Cure Period expiration date is rendered moot.
Furthermore, the suspension of the Investment Period that took effect automatically upon the occurrence of the Key Person Event on June 10, 2024, pursuant to Section 8.04(c) of the A&R LPA, is hereby terminated as of the Amendment Effective Date of August 26, 2024. The Investment Period shall continue from the Amendment Effective Date in accordance with its original terms as set forth in Section 7.01 of the A&R LPA (as amended by the First Amendment), and the General Partner (acting through the newly established Investment Committee) shall be permitted to make new portfolio investments on behalf of the Partnership, subject to the terms and conditions of the A&R LPA as amended by the First Amendment.
Section 3. Governing Law.
This Certificate and the matters set forth herein shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the conflict of laws principles thereof that would cause the application of the laws of any other jurisdiction. Any dispute arising out of or relating to this Certificate shall be resolved in accordance with the dispute resolution provisions set forth in Section 15.04 of the A&R LPA (as amended by the First Amendment).
Section 4. Reliance and Distribution.
This Certificate is delivered by the General Partner for the benefit of, and may be relied upon by, the following persons and entities:
(a) the Limited Partners of the Partnership;
(b) the Investor Advisory Committee of the Partnership;
(c) the Fund Administrator: Pinnacle Fund Services (Cayman) Ltd.;
(d) the Auditor: Graystone & Whitfield LLP;
(e) the Prime Broker: Halcyon Securities International Ltd.; and
(f) the Partnership's legal counsel: Calderwood & Harkness LLP, 1585 Broadway, 34th Floor, New York, NY 10036.
Copies of this Certificate shall be delivered to all forty-seven (47) Limited Partners of the Partnership, to each member of the Investor Advisory Committee, and to each of the service providers identified in clauses (c) through (f) above, promptly following execution hereof. This Certificate, together with all exhibits and attachments hereto, shall be maintained with the books and records of the Partnership in accordance with Section 11.01 of the A&R LPA.
This Certificate may be executed in counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument.
[Signature Page Follows]
[SIGNATURE PAGE TO CERTIFICATE OF THE GENERAL PARTNER]
IN WITNESS WHEREOF, the undersigned has executed this Certificate as of the date first written above.
DRIFTWOOD CAPITAL MANAGEMENT LLC a Delaware limited liability company, as General Partner of Driftwood Absolute Return Fund Ltd.
By: ________
Name: Elaine R. Sato
Title: Deputy Chief Investment Officer
Date: August 26, 2024
Address:
680 Lexington Avenue, 31st Floor New York, NY 10022
EXHIBIT A
SCHEDULE OF LIMITED PARTNERS DELIVERING WRITTEN CONSENTS TO THE FIRST AMENDMENT TO THE AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF DRIFTWOOD ABSOLUTE RETURN FUND LTD.
Total Number of Limited Partners of the Partnership: 47
Total Number of Consenting Limited Partners: 38
Consent Period: July 15, 2024 through August 19, 2024
Summary
This Exhibit A is an integral part of the Certificate of the General Partner Regarding Limited Partner Consent Tabulation and Effectiveness of the First Amendment to the Amended and Restated Limited Partnership Agreement of Driftwood Absolute Return Fund Ltd., dated August 26, 2024. The information contained herein is confidential and is provided solely for the purposes described in the Certificate. The identities and capital commitments of the nine (9) non-consenting Limited Partners are not disclosed in this Exhibit A, in accordance with the confidentiality provisions of Section 16.03 of the A&R LPA.
LP No. | Limited Partner Name | Capital Commitment ($ millions) | Date of Consent
LP-01 | Northvale Public Employees' Retirement System | $310.0 | July 22, 2024
LP-02 | Sycamore Endowment Partners LP | $275.0 | July 24, 2024
LP-03 | Velthorn Institutional Fund of Funds III, L.P. | $220.0 | July 26, 2024
LP-04 | Bridlewood Family Office Holdings Ltd. | $185.0 | July 30, 2024
LP-05 | Atlas Sovereign Wealth Advisory LLC | $150.0 | July 30, 2024
LP-06 | Cascadia State Teachers' Pension Fund | $92.0 | July 19, 2024
LP-07 | Veridian Insurance Group Separate Account | $88.5 | July 22, 2024
LP-08 | Pinehurst University Endowment Fund | $78.0 | July 23, 2024
LP-09 | Stonebridge Municipal Employees' Retirement System | $72.0 | July 25, 2024
LP-10 | Ironclad Diversified Strategies Fund, L.P. | $65.0 | July 25, 2024
LP-11 | Lakeview Foundation for Health Sciences | $58.0 | July 26, 2024
LP-12 | Redwood Multi-Manager Platform, Ltd. | $55.0 | July 29, 2024
LP-13 | Pacifica Corporate Pension Trust | $52.0 | July 30, 2024
LP-14 | Windermere Capital Partners Fund II, L.P. | $48.5 | July 31, 2024
LP-15 | Magellan Global Opportunity Fund | $45.0 | August 1, 2024
LP-16 | Copperfield Institutional Investors, LLC | $43.0 | August 1, 2024
LP-17 | Harborview County Retirement Association | $40.0 | August 2, 2024
LP-18 | Summit Ridge Family Trust | $38.0 | August 5, 2024
LP-19 | Clarendon Re Ltd. (Segregated Portfolio A) | $36.0 | August 5, 2024
LP-20 | Blue Heron Charitable Endowment, Inc. | $34.0 | August 6, 2024
LP-21 | Thornfield Private Wealth Solutions, L.P. | $32.0 | August 6, 2024
LP-22 | Meridian State Employees' Deferred Compensation Plan | $30.0 | August 7, 2024
LP-23 | Kestrel Absolute Value Fund, Ltd. | $28.5 | August 7, 2024
LP-24 | Ashford Municipal Police & Fire Pension Board | $27.0 | August 8, 2024
LP-25 | Garnet Hill Capital Advisors Fund III, L.P. | $25.0 | August 8, 2024
LP-26 | Osprey Healthcare System Master Trust | $23.0 | August 9, 2024
LP-27 | Foxglove Investments (Bermuda) Ltd. | $21.0 | August 9, 2024
LP-28 | Silverbell Cooperative Insurance Fund | $19.5 | August 12, 2024
LP-29 | Dunmore Foundation for Education & Arts | $18.0 | August 12, 2024
LP-30 | Crestline Partners LLC Fund of Funds, S.C.A. | $16.5 | August 13, 2024
LP-31 | Ridgecrest Operating Engineers' Pension Trust | $15.0 | August 13, 2024
LP-32 | Elmwood Multi-Strategy Allocation Fund | $13.5 | August 14, 2024
LP-33 | Canopy Ventures Institutional Partners, L.P. | $12.0 | August 14, 2024
LP-34 | Bellwether Reinsurance Capital, Ltd. | $10.8 | August 15, 2024
LP-35 | Heathcote Philanthropic Trust | $9.5 | August 16, 2024
LP-36 | Alder Creek Community Foundation | $8.0 | August 16, 2024
LP-37 | Rosewood Private Client Strategies, LLC | $7.0 | August 19, 2024
LP-38 | Fieldstone Small Institutions Pooled Fund | $7.5 | August 19, 2024
TOTAL | $2,412.8
Item | Amount / Figure
Total Number of Consenting LPs | 38
Total Capital Commitments of Consenting LPs | $2,412.8 million
Aggregate Voting LP Capital Commitments | $2,798.25 million
Percentage of Voting LP Commitments | 86.2%
Required Consent Threshold (66⅔%) | $1,865.50 million
Surplus Over Required Threshold | $547.3 million
Non-Consenting LPs | 9 (not listed)

RECITALS

CERTIFICATIONS

EXHIBIT A

Record

Parties

Dates

Amounts