1024-00003 · Driftwood Absolute Return Fund Ltd · Engagement

engagement-letter-driftwood.docx DOCUMENT Litigation

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CALDERWOOD & HARKNESS LLP Attorneys at Law 200 Park Avenue, 42nd Floor New York, NY 10166

Telephone: (212) 554-7000 Facsimile: (212) 554-7001 www.calderwoodharkness.com

July 25, 2023

BY HAND DELIVERY AND EMAIL

Ms. Sandra Hu Chief Operating Officer and Chief Compliance Officer Driftwood Capital Management LP (as investment manager of Driftwood Absolute Return Fund Ltd.) 590 Madison Avenue, 28th Floor New York, NY 10022

Re: Engagement of Calderwood & Harkness LLP by Driftwood Absolute Return Fund Ltd. Matter Number: 1024-00003 Matter Description: Prosecution of fraud and related claims against Meridian Prime Capital LLC, Viktor Andreyevich Zelenko, Irene Maria Carvallo, and Dmitri Pavlovich Sobchak

Dear Ms. Hu:

We are pleased that Driftwood Absolute Return Fund Ltd. has selected Calderwood & Harkness LLP to serve as its litigation counsel in the above-referenced matter. The purpose of this letter is to set forth the terms and conditions upon which we will undertake the representation described herein. We ask that you review this engagement letter carefully, and that you indicate your acceptance of its terms by countersigning a copy where indicated below and returning it to us at your earliest convenience.

1. Engagement and Scope of Representation

Calderwood & Harkness LLP (the "Firm," "we," or "us") is pleased to confirm its engagement to represent Driftwood Absolute Return Fund Ltd. ("Driftwood," "DARF," or the "Client"), a Cayman Islands exempted company (Registration No. MC-349217), with its registered address at c/o Hargrove Corporate Services Ltd., 4th Floor, Windward House, 94 Elgin Avenue, George Town, Grand Cayman KY1-1104. Driftwood is managed by Driftwood Capital Management LP, a Delaware limited partnership (Delaware File No. 7831294), through its general partner Driftwood Capital Management GP LLC (together, the "Investment Manager"). All references in this letter to the "Client" refer exclusively to Driftwood Absolute Return Fund Ltd. and not, except as otherwise expressly stated, to the Investment Manager or any of its affiliates.

The Firm will represent Driftwood in connection with the investigation, prosecution, and enforcement of claims arising from the misappropriation of approximately Forty-Seven Million Three Hundred Thousand Dollars ($47,300,000) in margin deposits and trading proceeds by Meridian Prime Capital LLC ("Meridian Prime"), a New York limited liability company located at 140 Broadway, Suite 3510, New York, NY 10005, and its principals Viktor Andreyevich Zelenko, Irene Maria Carvallo, and Dmitri Pavlovich Sobchak (each, individually, an "Individual Defendant" and, collectively with Meridian Prime, the "Defendants"). The claims at issue arise from Meridian Prime's conduct under and in connection with an ISDA Master Agreement (2002 form) dated December 15, 2021, and the associated Credit Support Annex executed contemporaneously therewith, between Driftwood and Meridian Prime, together with all related schedules, confirmations, and ancillary documentation (collectively, the "ISDA Documentation").

The scope of this engagement shall include the following activities and proceedings:

(a) Pre-Suit Investigation. Conducting a thorough investigation of the facts and circumstances underlying the Defendants' alleged misconduct, including the review and analysis of trading records, bank statements, wire transfer records, custodial account statements, and such other documents and information as may be obtained through voluntary production, public records searches, and other lawful investigative means.

(b) Commencement of Litigation and Emergency Relief. Preparation and filing of a complaint and related emergency relief applications—including applications for temporary restraining orders, preliminary injunctions, and orders of attachment—in the Supreme Court of the State of New York, New York County (Commercial Division), or such other court of competent jurisdiction as may be appropriate under the circumstances (the "Action").

(c) Pre-Trial, Trial, and Post-Trial Proceedings. Representation of Driftwood in all phases of the Action, including all pre-trial proceedings (such as discovery, depositions, motion practice, and pre-trial conferences), trial, and any post-trial proceedings (including post-trial motions, appeals, and related appellate proceedings).

(d) Post-Judgment Enforcement. Pursuit of post-judgment enforcement proceedings, including but not limited to asset tracing, turnover motions pursuant to CPLR Article 52, receivership applications, fraudulent conveyance actions under New York Debtor and Creditor Law and applicable federal law, and proceedings supplementary to execution.

(e) Related Proceedings in Other Jurisdictions. To the extent reasonably necessary in connection with the foregoing, the Firm will advise and, where appropriate, coordinate representation in related proceedings in other jurisdictions—whether domestic or international—including proceedings in the Cayman Islands, the United Kingdom, Switzerland, or any other jurisdiction where assets of the Defendants may be identified or where recognition and enforcement of judgments may be sought.

The anticipated legal theories upon which the Action may be predicated include, without limitation: fraud and fraudulent inducement; conversion; breach of fiduciary duty; aiding and abetting breach of fiduciary duty; unjust enrichment; money had and received; and alter ego, veil-piercing, and related theories of liability designed to reach assets held by or through the Individual Defendants or their affiliates, nominees, or transferees.

Exclusions from Scope. The scope of this engagement does not include the following, unless separately agreed to in a writing signed by both the Client and the Firm:

(i) Representation of the Client in any regulatory proceeding, investigation, examination, or enforcement action brought by or before any governmental or self-regulatory body, including without limitation the U.S. Securities and Exchange Commission ("SEC"), the U.S. Commodity Futures Trading Commission ("CFTC"), the National Futures Association ("NFA"), or the Cayman Islands Monetary Authority ("CIMA").

(ii) Criminal referrals or representation in connection with any criminal investigation or proceeding.

(iii) Tax advice of any kind, including advice concerning the U.S. federal, state, or local tax consequences, or the Cayman Islands or other foreign tax consequences, of any recovery obtained in connection with this engagement.

Should the Client desire that the Firm undertake any of the foregoing activities, or any other matter outside the scope of this engagement, we will be happy to discuss the possibility of an expanded or separate engagement on terms to be agreed at that time.

2. Engagement Team

The following attorneys will be primarily responsible for the conduct of this engagement:

Priya Anand — Responsible Partner, Litigation. Ms. Anand is a partner in the Firm's Litigation Department and a member of the Firm's Complex Commercial Disputes and Securities Litigation practice groups. Ms. Anand will have overall supervisory responsibility for the matter and will serve as the primary relationship partner for the Client. She brings more than twenty years of experience in high-stakes commercial litigation and has particular expertise in fraud actions, emergency injunctive relief, and cross-border asset recovery proceedings.

Douglas Carmichael — Billing Partner, Litigation. Mr. Carmichael is a partner in the Firm's Litigation Department. He will oversee the billing and financial aspects of the engagement and will provide substantive support on litigation strategy, including with respect to motion practice and trial preparation. Mr. Carmichael has extensive experience representing institutional investors, hedge funds, and private equity firms in complex commercial disputes.

Hannah Brinkley — Lead Associate, Litigation. Ms. Brinkley is a senior associate in the Firm's Litigation Department. She will manage the day-to-day conduct of the litigation, including the drafting of pleadings, motion papers, and discovery requests, as well as the coordination of deposition schedules, court appearances, and post-judgment enforcement activities. Ms. Brinkley has significant experience in financial fraud litigation and asset tracing proceedings.

Patrick Gallagher — Working Associate, Litigation. Mr. Gallagher is an associate in the Firm's Litigation Department. He will provide legal research and drafting support across all phases of the engagement, including the preparation of memoranda of law, discovery responses, and appellate briefs as needed.

Additional attorneys, paralegals, litigation support analysts, and staff may be assigned to the engagement as the needs of the representation require. The Client will be informed of any material additions to the engagement team in a timely manner, and the applicable billing rates for any such additional personnel will be communicated to the Client at the time of their assignment.

The Firm may also retain, or recommend the retention of, local counsel in the Cayman Islands or other jurisdictions, forensic accountants (including Kelvantis Forensic Advisors LLC or similar firms with relevant expertise), private investigators, e-discovery consultants, and other experts as may be reasonably necessary to advance the Client's interests in this matter. Any such engagements will be discussed with the Client in advance, and the Client's prior approval will be obtained before the Firm commits the Client to any engagement of third-party service providers, except in circumstances where exigent time constraints make prior consultation impracticable, in which case the Firm will notify the Client promptly thereafter.

3. Fee Arrangement

A. Hourly Rates

The Firm will bill for its professional services on an hourly basis at the following current rates, which reflect a modest discount from the Firm's standard rates in recognition of the significance of this engagement:

Rates for any additional timekeepers assigned to the matter will be at their standard rates in effect at the time of their assignment to this engagement. Such rates will be communicated to the Client at the time any additional timekeeper is assigned. For reference, the Firm's current standard rates for other categories of timekeepers are as follows: Partners, $1,450–$1,850 per hour; Counsel, $1,150–$1,450 per hour; Senior Associates, $975–$1,150 per hour; Associates, $625–$975 per hour; Paralegals and Litigation Support Analysts, $350–$550 per hour.

The Firm's standard rates are subject to annual adjustment, typically effective January 1 of each calendar year. The Client will be notified in writing of any rate increase not less than thirty (30) days prior to the effective date of such increase. Any rate increase applicable to this engagement shall apply only to services rendered on or after the effective date of the increase.

Time will be recorded in increments of one-tenth (0.1) of an hour in accordance with the Firm's standard timekeeping practices. The Firm will exercise reasonable efforts to ensure the efficient staffing and management of this matter, and will seek to avoid unnecessary duplication of effort among members of the engagement team.

B. Contingency Enhancement

In addition to the hourly fees set forth in Section 3(A) above, the Firm shall be entitled to a contingency enhancement (the "Contingency Enhancement") equal to fifteen percent (15%) of all Amounts Recovered (as defined below) by or on behalf of Driftwood in excess of Thirty Million Dollars ($30,000,000) (the "Recovery Threshold").

For purposes of this Section 3(B), "Amounts Recovered" shall mean all cash, securities, real property proceeds, or other assets of value actually received by Driftwood—or received by a receiver, trustee, escrow agent, or other fiduciary on Driftwood's behalf and thereafter distributed or credited to Driftwood—in connection with the claims described in Section 1 hereof, whether by way of judgment, settlement, consent order, turnover, garnishment, or any other means. For the avoidance of doubt, the calculation of Amounts Recovered shall be net of any court-ordered restitution that is paid directly to third parties and not received by or credited to Driftwood. The fair market value of any non-cash assets received as part of a recovery shall be determined as of the date of receipt by Driftwood (or by a receiver, trustee, or agent on its behalf) by mutual agreement of the Client and the Firm or, in the absence of agreement, by an independent appraiser selected by the parties.

By way of illustration only, if total Amounts Recovered equal $42,000,000, the Contingency Enhancement would be calculated as follows: 15% × ($42,000,000 − $30,000,000) = $1,800,000. The Contingency Enhancement would be in addition to all hourly fees and costs billed and paid during the course of the engagement.

The Contingency Enhancement shall become due and payable upon collection of the relevant recoveries giving rise to such enhancement. If recoveries are received in multiple tranches or installments, the Contingency Enhancement shall be calculated and payable on a cumulative basis as and when aggregate Amounts Recovered exceed the Recovery Threshold. The Contingency Enhancement is in addition to, and not in lieu of, the hourly fees billed under Section 3(A) and the costs and disbursements billed under Section 4.

C. Billing and Payment

The Firm will submit detailed monthly invoices for professional services rendered and costs incurred during the preceding calendar month. Each invoice will include a summary of the services performed, the identity and billing rate of each timekeeper, the hours expended, and an itemization of costs and disbursements.

Invoices are due and payable within thirty (30) days of receipt by the Client. If any portion of an invoice is disputed, the Client shall promptly notify the Firm in writing of the specific items in dispute, and shall pay the undisputed portion of the invoice within the thirty-day payment period. The parties will use good faith efforts to resolve any billing disputes promptly.

The Client's obligation to pay invoices for services rendered and costs incurred is not contingent upon the outcome of the matter or upon the recovery of any amounts from the Defendants or any other party. Late payments may be subject to a service charge of one percent (1%) per month, or the maximum rate permitted by applicable law, whichever is less.

4. Costs and Disbursements

The Client will reimburse the Firm for all reasonable out-of-pocket costs and disbursements incurred in connection with the representation described herein. Categories of anticipated costs include, but are not limited to, the following:

(a) Court filing fees and motion fees in the Supreme Court of the State of New York and any other court in which proceedings are commenced or maintained on behalf of the Client;

(b) Service of process expenses, including fees for process servers and, where applicable, fees associated with international service under the Hague Convention on the Service Abroad of Judicial and Extrajudicial Documents in Civil or Commercial Matters, international letters rogatory, and related diplomatic or consular service costs;

(c) Fees and expenses of forensic accounting consultants, including Kelvantis Forensic Advisors LLC or other firms with relevant expertise in tracing misappropriated funds, analyzing financial records, and preparing expert reports for use in litigation;

(d) Receiver fees and expenses, in the event that the Court appoints a receiver over assets of one or more of the Defendants;

(e) Travel expenses, including airfare, ground transportation, lodging, and meals incurred in connection with court appearances, depositions, witness interviews, and other activities reasonably necessary to the prosecution of the Action;

(f) Court reporting and stenographic services, deposition transcript fees, and videography costs;

(g) Document production and e-discovery vendor costs, including fees for data hosting, processing, review platform licensing (e.g., relativity or similar platforms), and technology-assisted review;

(h) Messenger and courier charges, overnight delivery fees, and extraordinary photocopying and printing costs;

(i) Expert witness fees, including fees for the retention, preparation, and testimony of expert witnesses in areas such as forensic accounting, derivatives valuation, and market practice;

(j) Fees for searches of public records, corporate registries, and asset databases, and expenses for skip tracing and asset identification services; and

(k) Such other costs and disbursements as may be reasonably incurred in the course of the representation.

The Firm will advance costs on behalf of the Client as necessary for the efficient prosecution of the matter. All costs so advanced will be reflected on the Firm's monthly invoices for reimbursement by the Client in accordance with the payment terms set forth in Section 3(C) above.

For any single anticipated cost or category of related costs that is expected to exceed Twenty-Five Thousand Dollars ($25,000), the Firm will seek the Client's prior written approval before incurring such cost. The Client agrees to respond promptly to any such requests for approval so as to avoid delays in the prosecution of the matter.

5. Client Identification and Conflicts

Client Identification. The Firm's client in this engagement is Driftwood Absolute Return Fund Ltd. and no other person or entity. Driftwood Capital Management LP, Driftwood Capital Management GP LLC, and their respective officers, directors, partners, members, employees, and agents—including without limitation Marcus Ellison (Chief Investment Officer) and Sandra Hu (Chief Operating Officer and Chief Compliance Officer)—are not separately represented by the Firm in connection with this engagement or any other matter unless and until the Firm agrees in a separate writing to undertake such representation. The Client and its Investment Manager acknowledge that circumstances could arise in which the interests of the Fund and those of the Investment Manager or its personnel diverge, and that in such event the Firm's duties of loyalty and confidentiality would run exclusively to Driftwood Absolute Return Fund Ltd.

Conflicts Check. The Firm has conducted a conflict of interest check in accordance with its standard procedures and the applicable Rules of Professional Conduct. Based on the information currently available to us, the Firm has identified no conflicts of interest that would preclude this engagement. If a conflict or potential conflict is identified during the course of the representation, we will promptly notify the Client and discuss appropriate steps to address it, which may include obtaining the Client's informed written consent to a waiver or, in certain circumstances, withdrawing from the representation.

Advance Waiver — Unrelated Matters. The Client acknowledges that Calderwood & Harkness LLP is a large, diversified law firm that represents many entities and individuals across a wide range of industries and practice areas. It is possible that during the course of this engagement, the Firm may be asked to represent other clients whose interests are adverse to those of the Client in matters that are wholly unrelated to the subject matter of this engagement. The Client agrees that the Firm may continue to represent, and may accept new engagements to represent, other clients in matters that are not substantially related to this engagement, even if such other clients are adverse to the Client in such unrelated matters. This advance waiver does not extend to matters that are substantially related to this engagement or in which the Firm's representation of another client would involve the use of confidential information obtained from the Client in the course of this engagement.

6. Communication and Authority

Primary Point of Contact. Sandra Hu, in her capacity as Chief Operating Officer and Chief Compliance Officer of Driftwood Capital Management LP, shall serve as the Firm's primary point of contact for all matters relating to this engagement. Ms. Hu will be the principal recipient of status updates, invoices, strategy recommendations, and other communications from the Firm, and shall have authority to provide day-to-day instructions and approvals on behalf of the Client except as otherwise specified herein.

Additional Authorized Contact. Marcus Ellison, in his capacity as Chief Investment Officer of Driftwood Capital Management LP, will also be authorized to receive communications from the Firm and to provide instructions regarding the engagement. Where the Firm receives differing instructions from Ms. Hu and Mr. Ellison, the Firm shall be entitled to rely on the instructions provided by Ms. Hu, who shall be treated as the controlling authority for purposes of resolving any such conflict.

Strategic Decisions. All significant strategic decisions in connection with this engagement—including, without limitation, decisions regarding settlement (whether by way of compromise, consent order, or otherwise), the commencement of additional proceedings or the expansion of existing proceedings, the retention of experts or co-counsel, and the pursuit or abandonment of particular claims or theories—shall be made by the Client upon the recommendation of the Firm. The Firm will endeavor to provide the Client with sufficient information and analysis to enable the Client to make informed decisions, and will implement the Client's instructions in a timely and effective manner. The Firm reserves the right, consistent with its professional obligations, to decline to take any action that it believes in good faith would be unethical, unlawful, or otherwise inconsistent with the applicable Rules of Professional Conduct.

Board Authorization. The Client confirms that this engagement has been duly authorized by the Board of Directors of Driftwood Absolute Return Fund Ltd. by resolution dated July 21, 2023, adopted at an emergency meeting of the Board convened for such purpose (the "Board Resolution"). A copy of the Board Resolution has been provided to the Firm and will be maintained in the Firm's files. The Client represents that the Board Resolution authorizes Sandra Hu, acting on behalf of the Investment Manager, to execute this engagement letter and to bind the Client to the terms hereof.

Cayman Islands Counsel. The Client has informed the Firm that Cayman Islands legal advice in connection with fund governance matters—including, without limitation, advice concerning the validity and sufficiency of the Board Resolution, the impact of the claims and any resulting recoveries or losses on the calculation of the Fund's net asset value, and any required investor disclosures or communications—will be provided by Overton & Locke LLP, George Town, Grand Cayman, whom the Client has separately engaged. The Firm will coordinate with Overton & Locke LLP as appropriate but shall not be responsible for rendering Cayman Islands legal advice.

7. Confidentiality and Privilege

All communications between the Firm and the Client, and between the Firm and authorized representatives of the Client, in connection with this engagement shall be subject to the attorney-client privilege and, where applicable, the protections afforded by the work-product doctrine. The Firm recognizes the sensitivity of the information that will be shared in the course of this representation and is committed to maintaining the strictest confidence with respect to all Client communications and materials.

The Firm will not disclose confidential information received from the Client to any third party, except as authorized by the Client, as necessary to carry out the purposes of the representation (for example, by disclosure to co-counsel, experts, or consultants retained in connection with the matter and bound by appropriate confidentiality obligations), or as required by law, court order, or the applicable Rules of Professional Conduct.

The Client agrees to maintain the confidentiality of all legal advice, memoranda, strategy documents, draft pleadings, and other work product provided by the Firm in connection with this engagement, and to limit the dissemination of such materials to those individuals within the Client's organization (and the Investment Manager's organization) who have a legitimate need to know in connection with the matter. The Client acknowledges that unnecessary dissemination of privileged communications may jeopardize the protections afforded by the attorney-client privilege and the work-product doctrine, and agrees to consult with the Firm before disclosing any privileged materials to third parties.

8. Document Retention

The Firm will maintain files, documents, and records related to this engagement in accordance with the Firm's standard document retention policies, a summary of which is available upon request. The Firm's files pertaining to this engagement will include, among other things, correspondence, pleadings, memoranda, research materials, discovery materials, and billing records.

Upon conclusion of the engagement, whether by completion of the matter, termination, or otherwise, the Client may request the return of original documents provided by the Client to the Firm. The Firm will comply with any such request within a reasonable period of time following receipt thereof. The Firm may, however, retain copies of all such documents for its records, including for purposes of complying with its professional obligations and internal recordkeeping requirements.

Documents and files not retrieved by the Client within one (1) year following the conclusion of the engagement may be destroyed by the Firm in accordance with its standard retention policies, without further notice to the Client, unless the Client has made alternative arrangements with the Firm in writing.

9. Termination

Either the Client or the Firm may terminate this engagement at any time by providing written notice to the other party. In the case of termination by the Firm, such termination shall be subject to the Firm's obligations under the applicable Rules of Professional Conduct, including any requirement that the Firm obtain leave of court to withdraw from pending proceedings and that the Firm take reasonable steps to protect the Client's interests during the transition period.

In the event of termination by either party, the Client shall remain obligated to pay for all professional services rendered and all costs and disbursements incurred by the Firm through the effective date of termination. All invoices for such services and costs shall be due and payable in accordance with the terms set forth in Section 3(C) above.

The Contingency Enhancement described in Section 3(B) shall survive termination of this engagement. Following termination, the Contingency Enhancement shall be payable with respect to any Amounts Recovered in excess of the Recovery Threshold that are attributable in whole or in part to work performed by the Firm during the engagement period, including without limitation recoveries obtained after the effective date of termination as a result of proceedings initiated, claims prosecuted, or enforcement actions substantially advanced by the Firm during the engagement. Any dispute regarding the applicability of the Contingency Enhancement following termination shall be resolved in accordance with the dispute resolution provisions set forth in Section 11 below.

Upon termination, the Firm will promptly provide the Client (or its successor counsel) with copies of all material files and documents in the Firm's possession relating to the engagement, subject to the Firm's right to retain copies for its records and to assert any lien for unpaid fees and costs to the extent permitted by applicable law.

10. Limitation of Engagement

This engagement is limited to the specific matter described in Section 1 of this letter. The Firm does not undertake to represent the Client in any other matter, proceeding, or transaction unless the Firm agrees to do so in a separate writing signed by a partner of the Firm. The commencement of this engagement does not create any obligation on the part of the Firm to monitor developments in the law or in the Client's affairs outside the scope of this engagement, nor does it create any obligation to alert the Client to legal risks or opportunities unrelated to the matter described herein.

The Firm's representation in this engagement does not include the provision of investment advice, tax advice, regulatory compliance advice, or accounting advice. The Client is encouraged to consult with its own investment advisors, tax counsel, regulatory counsel, and accountants with respect to any such matters that may arise in connection with or as a consequence of the claims described in this letter.

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 its conflict of laws principles. The rights and obligations of the parties hereunder shall be interpreted in accordance with the applicable New York Rules of Professional Conduct.

Any dispute, controversy, or claim arising out of or in connection with this engagement letter, or the breach, termination, or validity thereof—including without limitation any dispute relating to the calculation or payment of fees, costs, or the Contingency Enhancement—shall be resolved by binding arbitration administered in New York, New York, in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. The arbitration shall be conducted before a single arbitrator who shall be a retired judge or attorney with not less than fifteen (15) years of experience in the practice of commercial litigation. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Each party shall bear its own attorneys' fees and costs in connection with any such arbitration, unless the arbitrator determines that an award of attorneys' fees to the prevailing party is warranted under the circumstances.

12. Entire Agreement

This letter constitutes the entire agreement between Calderwood & Harkness LLP and Driftwood Absolute Return Fund Ltd. with respect to the engagement described herein. It supersedes all prior discussions, negotiations, understandings, and agreements, whether oral or written, between the parties relating to the subject matter of this engagement. No amendment to or modification of this engagement letter shall be effective unless it is in writing and signed by both parties. No waiver of any provision of this engagement letter shall be effective unless it is in writing and signed by the party against whom the waiver is to be enforced.

This engagement letter may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed signature page by electronic transmission (including PDF) shall have the same effect as delivery of an original executed signature page.

We look forward to working with you and the Driftwood team on this important matter. If the foregoing accurately reflects our mutual understanding of the terms of this engagement, please sign and return the enclosed copy of this letter. Should you have any questions regarding any of the terms described herein, please do not hesitate to contact me directly.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Priya Anand

Title: Partner

Date: ________

ACKNOWLEDGED AND AGREED:

DRIFTWOOD ABSOLUTE RETURN FUND LTD.

By Driftwood Capital Management LP, its Investment Manager By Driftwood Capital Management GP LLC, its General Partner

By: ________

Name: Sandra Hu

Title: Chief Operating Officer and Chief Compliance Officer,

Driftwood Capital Management LP, as authorized signatory for Driftwood Absolute Return Fund Ltd.

Date: July 25, 2023

Enclosures: None.

cc: Marcus Ellison, Chief Investment Officer, Driftwood Capital Management LP Douglas Carmichael, Partner, Calderwood & Harkness LLP Catherine Overton, Overton & Locke LLP, George Town, Grand Cayman (Cayman local counsel)

Timekeeper	Position	Hourly Rate
Priya Anand	Partner	$1,650
Douglas Carmichael	Partner	$1,550
Hannah Brinkley	Senior Associate	$1,050
Patrick Gallagher	Associate	$825

CALDERWOOD & HARKNESS LLP Attorneys at Law 200 Park Avenue, 42nd Floor New York, NY 10166
Telephone: (212) 554-7000 Facsimile: (212) 554-7001 www.calderwoodharkness.com
July 25, 2023
BY HAND DELIVERY AND EMAIL
Ms. Sandra Hu Chief Operating Officer and Chief Compliance Officer Driftwood Capital Management LP (as investment manager of Driftwood Absolute Return Fund Ltd.) 590 Madison Avenue, 28th Floor New York, NY 10022
Re: Engagement of Calderwood & Harkness LLP by Driftwood Absolute Return Fund Ltd. Matter Number: 1024-00003 Matter Description: Prosecution of fraud and related claims against Meridian Prime Capital LLC, Viktor Andreyevich Zelenko, Irene Maria Carvallo, and Dmitri Pavlovich Sobchak
Dear Ms. Hu:
We are pleased that Driftwood Absolute Return Fund Ltd. has selected Calderwood & Harkness LLP to serve as its litigation counsel in the above-referenced matter. The purpose of this letter is to set forth the terms and conditions upon which we will undertake the representation described herein. We ask that you review this engagement letter carefully, and that you indicate your acceptance of its terms by countersigning a copy where indicated below and returning it to us at your earliest convenience.
1. Engagement and Scope of Representation
Calderwood & Harkness LLP (the "Firm," "we," or "us") is pleased to confirm its engagement to represent Driftwood Absolute Return Fund Ltd. ("Driftwood," "DARF," or the "Client"), a Cayman Islands exempted company (Registration No. MC-349217), with its registered address at c/o Hargrove Corporate Services Ltd., 4th Floor, Windward House, 94 Elgin Avenue, George Town, Grand Cayman KY1-1104. Driftwood is managed by Driftwood Capital Management LP, a Delaware limited partnership (Delaware File No. 7831294), through its general partner Driftwood Capital Management GP LLC (together, the "Investment Manager"). All references in this letter to the "Client" refer exclusively to Driftwood Absolute Return Fund Ltd. and not, except as otherwise expressly stated, to the Investment Manager or any of its affiliates.
The Firm will represent Driftwood in connection with the investigation, prosecution, and enforcement of claims arising from the misappropriation of approximately Forty-Seven Million Three Hundred Thousand Dollars ($47,300,000) in margin deposits and trading proceeds by Meridian Prime Capital LLC ("Meridian Prime"), a New York limited liability company located at 140 Broadway, Suite 3510, New York, NY 10005, and its principals Viktor Andreyevich Zelenko, Irene Maria Carvallo, and Dmitri Pavlovich Sobchak (each, individually, an "Individual Defendant" and, collectively with Meridian Prime, the "Defendants"). The claims at issue arise from Meridian Prime's conduct under and in connection with an ISDA Master Agreement (2002 form) dated December 15, 2021, and the associated Credit Support Annex executed contemporaneously therewith, between Driftwood and Meridian Prime, together with all related schedules, confirmations, and ancillary documentation (collectively, the "ISDA Documentation").
The scope of this engagement shall include the following activities and proceedings:
(a) Pre-Suit Investigation. Conducting a thorough investigation of the facts and circumstances underlying the Defendants' alleged misconduct, including the review and analysis of trading records, bank statements, wire transfer records, custodial account statements, and such other documents and information as may be obtained through voluntary production, public records searches, and other lawful investigative means.
(b) Commencement of Litigation and Emergency Relief. Preparation and filing of a complaint and related emergency relief applications—including applications for temporary restraining orders, preliminary injunctions, and orders of attachment—in the Supreme Court of the State of New York, New York County (Commercial Division), or such other court of competent jurisdiction as may be appropriate under the circumstances (the "Action").
(c) Pre-Trial, Trial, and Post-Trial Proceedings. Representation of Driftwood in all phases of the Action, including all pre-trial proceedings (such as discovery, depositions, motion practice, and pre-trial conferences), trial, and any post-trial proceedings (including post-trial motions, appeals, and related appellate proceedings).
(d) Post-Judgment Enforcement. Pursuit of post-judgment enforcement proceedings, including but not limited to asset tracing, turnover motions pursuant to CPLR Article 52, receivership applications, fraudulent conveyance actions under New York Debtor and Creditor Law and applicable federal law, and proceedings supplementary to execution.
(e) Related Proceedings in Other Jurisdictions. To the extent reasonably necessary in connection with the foregoing, the Firm will advise and, where appropriate, coordinate representation in related proceedings in other jurisdictions—whether domestic or international—including proceedings in the Cayman Islands, the United Kingdom, Switzerland, or any other jurisdiction where assets of the Defendants may be identified or where recognition and enforcement of judgments may be sought.
The anticipated legal theories upon which the Action may be predicated include, without limitation: fraud and fraudulent inducement; conversion; breach of fiduciary duty; aiding and abetting breach of fiduciary duty; unjust enrichment; money had and received; and alter ego, veil-piercing, and related theories of liability designed to reach assets held by or through the Individual Defendants or their affiliates, nominees, or transferees.
Exclusions from Scope. The scope of this engagement does not include the following, unless separately agreed to in a writing signed by both the Client and the Firm:
(i) Representation of the Client in any regulatory proceeding, investigation, examination, or enforcement action brought by or before any governmental or self-regulatory body, including without limitation the U.S. Securities and Exchange Commission ("SEC"), the U.S. Commodity Futures Trading Commission ("CFTC"), the National Futures Association ("NFA"), or the Cayman Islands Monetary Authority ("CIMA").
(ii) Criminal referrals or representation in connection with any criminal investigation or proceeding.
(iii) Tax advice of any kind, including advice concerning the U.S. federal, state, or local tax consequences, or the Cayman Islands or other foreign tax consequences, of any recovery obtained in connection with this engagement.
Should the Client desire that the Firm undertake any of the foregoing activities, or any other matter outside the scope of this engagement, we will be happy to discuss the possibility of an expanded or separate engagement on terms to be agreed at that time.
2. Engagement Team
The following attorneys will be primarily responsible for the conduct of this engagement:
Priya Anand — Responsible Partner, Litigation. Ms. Anand is a partner in the Firm's Litigation Department and a member of the Firm's Complex Commercial Disputes and Securities Litigation practice groups. Ms. Anand will have overall supervisory responsibility for the matter and will serve as the primary relationship partner for the Client. She brings more than twenty years of experience in high-stakes commercial litigation and has particular expertise in fraud actions, emergency injunctive relief, and cross-border asset recovery proceedings.
Douglas Carmichael — Billing Partner, Litigation. Mr. Carmichael is a partner in the Firm's Litigation Department. He will oversee the billing and financial aspects of the engagement and will provide substantive support on litigation strategy, including with respect to motion practice and trial preparation. Mr. Carmichael has extensive experience representing institutional investors, hedge funds, and private equity firms in complex commercial disputes.
Hannah Brinkley — Lead Associate, Litigation. Ms. Brinkley is a senior associate in the Firm's Litigation Department. She will manage the day-to-day conduct of the litigation, including the drafting of pleadings, motion papers, and discovery requests, as well as the coordination of deposition schedules, court appearances, and post-judgment enforcement activities. Ms. Brinkley has significant experience in financial fraud litigation and asset tracing proceedings.
Patrick Gallagher — Working Associate, Litigation. Mr. Gallagher is an associate in the Firm's Litigation Department. He will provide legal research and drafting support across all phases of the engagement, including the preparation of memoranda of law, discovery responses, and appellate briefs as needed.
Additional attorneys, paralegals, litigation support analysts, and staff may be assigned to the engagement as the needs of the representation require. The Client will be informed of any material additions to the engagement team in a timely manner, and the applicable billing rates for any such additional personnel will be communicated to the Client at the time of their assignment.
The Firm may also retain, or recommend the retention of, local counsel in the Cayman Islands or other jurisdictions, forensic accountants (including Kelvantis Forensic Advisors LLC or similar firms with relevant expertise), private investigators, e-discovery consultants, and other experts as may be reasonably necessary to advance the Client's interests in this matter. Any such engagements will be discussed with the Client in advance, and the Client's prior approval will be obtained before the Firm commits the Client to any engagement of third-party service providers, except in circumstances where exigent time constraints make prior consultation impracticable, in which case the Firm will notify the Client promptly thereafter.
3. Fee Arrangement
A. Hourly Rates
The Firm will bill for its professional services on an hourly basis at the following current rates, which reflect a modest discount from the Firm's standard rates in recognition of the significance of this engagement:
Rates for any additional timekeepers assigned to the matter will be at their standard rates in effect at the time of their assignment to this engagement. Such rates will be communicated to the Client at the time any additional timekeeper is assigned. For reference, the Firm's current standard rates for other categories of timekeepers are as follows: Partners, $1,450–$1,850 per hour; Counsel, $1,150–$1,450 per hour; Senior Associates, $975–$1,150 per hour; Associates, $625–$975 per hour; Paralegals and Litigation Support Analysts, $350–$550 per hour.
The Firm's standard rates are subject to annual adjustment, typically effective January 1 of each calendar year. The Client will be notified in writing of any rate increase not less than thirty (30) days prior to the effective date of such increase. Any rate increase applicable to this engagement shall apply only to services rendered on or after the effective date of the increase.
Time will be recorded in increments of one-tenth (0.1) of an hour in accordance with the Firm's standard timekeeping practices. The Firm will exercise reasonable efforts to ensure the efficient staffing and management of this matter, and will seek to avoid unnecessary duplication of effort among members of the engagement team.
B. Contingency Enhancement
In addition to the hourly fees set forth in Section 3(A) above, the Firm shall be entitled to a contingency enhancement (the "Contingency Enhancement") equal to fifteen percent (15%) of all Amounts Recovered (as defined below) by or on behalf of Driftwood in excess of Thirty Million Dollars ($30,000,000) (the "Recovery Threshold").
For purposes of this Section 3(B), "Amounts Recovered" shall mean all cash, securities, real property proceeds, or other assets of value actually received by Driftwood—or received by a receiver, trustee, escrow agent, or other fiduciary on Driftwood's behalf and thereafter distributed or credited to Driftwood—in connection with the claims described in Section 1 hereof, whether by way of judgment, settlement, consent order, turnover, garnishment, or any other means. For the avoidance of doubt, the calculation of Amounts Recovered shall be net of any court-ordered restitution that is paid directly to third parties and not received by or credited to Driftwood. The fair market value of any non-cash assets received as part of a recovery shall be determined as of the date of receipt by Driftwood (or by a receiver, trustee, or agent on its behalf) by mutual agreement of the Client and the Firm or, in the absence of agreement, by an independent appraiser selected by the parties.
By way of illustration only, if total Amounts Recovered equal $42,000,000, the Contingency Enhancement would be calculated as follows: 15% × ($42,000,000 − $30,000,000) = $1,800,000. The Contingency Enhancement would be in addition to all hourly fees and costs billed and paid during the course of the engagement.
The Contingency Enhancement shall become due and payable upon collection of the relevant recoveries giving rise to such enhancement. If recoveries are received in multiple tranches or installments, the Contingency Enhancement shall be calculated and payable on a cumulative basis as and when aggregate Amounts Recovered exceed the Recovery Threshold. The Contingency Enhancement is in addition to, and not in lieu of, the hourly fees billed under Section 3(A) and the costs and disbursements billed under Section 4.
C. Billing and Payment
The Firm will submit detailed monthly invoices for professional services rendered and costs incurred during the preceding calendar month. Each invoice will include a summary of the services performed, the identity and billing rate of each timekeeper, the hours expended, and an itemization of costs and disbursements.
Invoices are due and payable within thirty (30) days of receipt by the Client. If any portion of an invoice is disputed, the Client shall promptly notify the Firm in writing of the specific items in dispute, and shall pay the undisputed portion of the invoice within the thirty-day payment period. The parties will use good faith efforts to resolve any billing disputes promptly.
The Client's obligation to pay invoices for services rendered and costs incurred is not contingent upon the outcome of the matter or upon the recovery of any amounts from the Defendants or any other party. Late payments may be subject to a service charge of one percent (1%) per month, or the maximum rate permitted by applicable law, whichever is less.
4. Costs and Disbursements
The Client will reimburse the Firm for all reasonable out-of-pocket costs and disbursements incurred in connection with the representation described herein. Categories of anticipated costs include, but are not limited to, the following:
(a) Court filing fees and motion fees in the Supreme Court of the State of New York and any other court in which proceedings are commenced or maintained on behalf of the Client;
(b) Service of process expenses, including fees for process servers and, where applicable, fees associated with international service under the Hague Convention on the Service Abroad of Judicial and Extrajudicial Documents in Civil or Commercial Matters, international letters rogatory, and related diplomatic or consular service costs;
(c) Fees and expenses of forensic accounting consultants, including Kelvantis Forensic Advisors LLC or other firms with relevant expertise in tracing misappropriated funds, analyzing financial records, and preparing expert reports for use in litigation;
(d) Receiver fees and expenses, in the event that the Court appoints a receiver over assets of one or more of the Defendants;
(e) Travel expenses, including airfare, ground transportation, lodging, and meals incurred in connection with court appearances, depositions, witness interviews, and other activities reasonably necessary to the prosecution of the Action;
(f) Court reporting and stenographic services, deposition transcript fees, and videography costs;
(g) Document production and e-discovery vendor costs, including fees for data hosting, processing, review platform licensing (e.g., relativity or similar platforms), and technology-assisted review;
(h) Messenger and courier charges, overnight delivery fees, and extraordinary photocopying and printing costs;
(i) Expert witness fees, including fees for the retention, preparation, and testimony of expert witnesses in areas such as forensic accounting, derivatives valuation, and market practice;
(j) Fees for searches of public records, corporate registries, and asset databases, and expenses for skip tracing and asset identification services; and
(k) Such other costs and disbursements as may be reasonably incurred in the course of the representation.
The Firm will advance costs on behalf of the Client as necessary for the efficient prosecution of the matter. All costs so advanced will be reflected on the Firm's monthly invoices for reimbursement by the Client in accordance with the payment terms set forth in Section 3(C) above.
For any single anticipated cost or category of related costs that is expected to exceed Twenty-Five Thousand Dollars ($25,000), the Firm will seek the Client's prior written approval before incurring such cost. The Client agrees to respond promptly to any such requests for approval so as to avoid delays in the prosecution of the matter.
5. Client Identification and Conflicts
Client Identification. The Firm's client in this engagement is Driftwood Absolute Return Fund Ltd. and no other person or entity. Driftwood Capital Management LP, Driftwood Capital Management GP LLC, and their respective officers, directors, partners, members, employees, and agents—including without limitation Marcus Ellison (Chief Investment Officer) and Sandra Hu (Chief Operating Officer and Chief Compliance Officer)—are not separately represented by the Firm in connection with this engagement or any other matter unless and until the Firm agrees in a separate writing to undertake such representation. The Client and its Investment Manager acknowledge that circumstances could arise in which the interests of the Fund and those of the Investment Manager or its personnel diverge, and that in such event the Firm's duties of loyalty and confidentiality would run exclusively to Driftwood Absolute Return Fund Ltd.
Conflicts Check. The Firm has conducted a conflict of interest check in accordance with its standard procedures and the applicable Rules of Professional Conduct. Based on the information currently available to us, the Firm has identified no conflicts of interest that would preclude this engagement. If a conflict or potential conflict is identified during the course of the representation, we will promptly notify the Client and discuss appropriate steps to address it, which may include obtaining the Client's informed written consent to a waiver or, in certain circumstances, withdrawing from the representation.
Advance Waiver — Unrelated Matters. The Client acknowledges that Calderwood & Harkness LLP is a large, diversified law firm that represents many entities and individuals across a wide range of industries and practice areas. It is possible that during the course of this engagement, the Firm may be asked to represent other clients whose interests are adverse to those of the Client in matters that are wholly unrelated to the subject matter of this engagement. The Client agrees that the Firm may continue to represent, and may accept new engagements to represent, other clients in matters that are not substantially related to this engagement, even if such other clients are adverse to the Client in such unrelated matters. This advance waiver does not extend to matters that are substantially related to this engagement or in which the Firm's representation of another client would involve the use of confidential information obtained from the Client in the course of this engagement.
6. Communication and Authority
Primary Point of Contact. Sandra Hu, in her capacity as Chief Operating Officer and Chief Compliance Officer of Driftwood Capital Management LP, shall serve as the Firm's primary point of contact for all matters relating to this engagement. Ms. Hu will be the principal recipient of status updates, invoices, strategy recommendations, and other communications from the Firm, and shall have authority to provide day-to-day instructions and approvals on behalf of the Client except as otherwise specified herein.
Additional Authorized Contact. Marcus Ellison, in his capacity as Chief Investment Officer of Driftwood Capital Management LP, will also be authorized to receive communications from the Firm and to provide instructions regarding the engagement. Where the Firm receives differing instructions from Ms. Hu and Mr. Ellison, the Firm shall be entitled to rely on the instructions provided by Ms. Hu, who shall be treated as the controlling authority for purposes of resolving any such conflict.
Strategic Decisions. All significant strategic decisions in connection with this engagement—including, without limitation, decisions regarding settlement (whether by way of compromise, consent order, or otherwise), the commencement of additional proceedings or the expansion of existing proceedings, the retention of experts or co-counsel, and the pursuit or abandonment of particular claims or theories—shall be made by the Client upon the recommendation of the Firm. The Firm will endeavor to provide the Client with sufficient information and analysis to enable the Client to make informed decisions, and will implement the Client's instructions in a timely and effective manner. The Firm reserves the right, consistent with its professional obligations, to decline to take any action that it believes in good faith would be unethical, unlawful, or otherwise inconsistent with the applicable Rules of Professional Conduct.
Board Authorization. The Client confirms that this engagement has been duly authorized by the Board of Directors of Driftwood Absolute Return Fund Ltd. by resolution dated July 21, 2023, adopted at an emergency meeting of the Board convened for such purpose (the "Board Resolution"). A copy of the Board Resolution has been provided to the Firm and will be maintained in the Firm's files. The Client represents that the Board Resolution authorizes Sandra Hu, acting on behalf of the Investment Manager, to execute this engagement letter and to bind the Client to the terms hereof.
Cayman Islands Counsel. The Client has informed the Firm that Cayman Islands legal advice in connection with fund governance matters—including, without limitation, advice concerning the validity and sufficiency of the Board Resolution, the impact of the claims and any resulting recoveries or losses on the calculation of the Fund's net asset value, and any required investor disclosures or communications—will be provided by Overton & Locke LLP, George Town, Grand Cayman, whom the Client has separately engaged. The Firm will coordinate with Overton & Locke LLP as appropriate but shall not be responsible for rendering Cayman Islands legal advice.
7. Confidentiality and Privilege
All communications between the Firm and the Client, and between the Firm and authorized representatives of the Client, in connection with this engagement shall be subject to the attorney-client privilege and, where applicable, the protections afforded by the work-product doctrine. The Firm recognizes the sensitivity of the information that will be shared in the course of this representation and is committed to maintaining the strictest confidence with respect to all Client communications and materials.
The Firm will not disclose confidential information received from the Client to any third party, except as authorized by the Client, as necessary to carry out the purposes of the representation (for example, by disclosure to co-counsel, experts, or consultants retained in connection with the matter and bound by appropriate confidentiality obligations), or as required by law, court order, or the applicable Rules of Professional Conduct.
The Client agrees to maintain the confidentiality of all legal advice, memoranda, strategy documents, draft pleadings, and other work product provided by the Firm in connection with this engagement, and to limit the dissemination of such materials to those individuals within the Client's organization (and the Investment Manager's organization) who have a legitimate need to know in connection with the matter. The Client acknowledges that unnecessary dissemination of privileged communications may jeopardize the protections afforded by the attorney-client privilege and the work-product doctrine, and agrees to consult with the Firm before disclosing any privileged materials to third parties.
8. Document Retention
The Firm will maintain files, documents, and records related to this engagement in accordance with the Firm's standard document retention policies, a summary of which is available upon request. The Firm's files pertaining to this engagement will include, among other things, correspondence, pleadings, memoranda, research materials, discovery materials, and billing records.
Upon conclusion of the engagement, whether by completion of the matter, termination, or otherwise, the Client may request the return of original documents provided by the Client to the Firm. The Firm will comply with any such request within a reasonable period of time following receipt thereof. The Firm may, however, retain copies of all such documents for its records, including for purposes of complying with its professional obligations and internal recordkeeping requirements.
Documents and files not retrieved by the Client within one (1) year following the conclusion of the engagement may be destroyed by the Firm in accordance with its standard retention policies, without further notice to the Client, unless the Client has made alternative arrangements with the Firm in writing.
9. Termination
Either the Client or the Firm may terminate this engagement at any time by providing written notice to the other party. In the case of termination by the Firm, such termination shall be subject to the Firm's obligations under the applicable Rules of Professional Conduct, including any requirement that the Firm obtain leave of court to withdraw from pending proceedings and that the Firm take reasonable steps to protect the Client's interests during the transition period.
In the event of termination by either party, the Client shall remain obligated to pay for all professional services rendered and all costs and disbursements incurred by the Firm through the effective date of termination. All invoices for such services and costs shall be due and payable in accordance with the terms set forth in Section 3(C) above.
The Contingency Enhancement described in Section 3(B) shall survive termination of this engagement. Following termination, the Contingency Enhancement shall be payable with respect to any Amounts Recovered in excess of the Recovery Threshold that are attributable in whole or in part to work performed by the Firm during the engagement period, including without limitation recoveries obtained after the effective date of termination as a result of proceedings initiated, claims prosecuted, or enforcement actions substantially advanced by the Firm during the engagement. Any dispute regarding the applicability of the Contingency Enhancement following termination shall be resolved in accordance with the dispute resolution provisions set forth in Section 11 below.
Upon termination, the Firm will promptly provide the Client (or its successor counsel) with copies of all material files and documents in the Firm's possession relating to the engagement, subject to the Firm's right to retain copies for its records and to assert any lien for unpaid fees and costs to the extent permitted by applicable law.
10. Limitation of Engagement
This engagement is limited to the specific matter described in Section 1 of this letter. The Firm does not undertake to represent the Client in any other matter, proceeding, or transaction unless the Firm agrees to do so in a separate writing signed by a partner of the Firm. The commencement of this engagement does not create any obligation on the part of the Firm to monitor developments in the law or in the Client's affairs outside the scope of this engagement, nor does it create any obligation to alert the Client to legal risks or opportunities unrelated to the matter described herein.
The Firm's representation in this engagement does not include the provision of investment advice, tax advice, regulatory compliance advice, or accounting advice. The Client is encouraged to consult with its own investment advisors, tax counsel, regulatory counsel, and accountants with respect to any such matters that may arise in connection with or as a consequence of the claims described in this letter.
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 its conflict of laws principles. The rights and obligations of the parties hereunder shall be interpreted in accordance with the applicable New York Rules of Professional Conduct.
Any dispute, controversy, or claim arising out of or in connection with this engagement letter, or the breach, termination, or validity thereof—including without limitation any dispute relating to the calculation or payment of fees, costs, or the Contingency Enhancement—shall be resolved by binding arbitration administered in New York, New York, in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. The arbitration shall be conducted before a single arbitrator who shall be a retired judge or attorney with not less than fifteen (15) years of experience in the practice of commercial litigation. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Each party shall bear its own attorneys' fees and costs in connection with any such arbitration, unless the arbitrator determines that an award of attorneys' fees to the prevailing party is warranted under the circumstances.
12. Entire Agreement
This letter constitutes the entire agreement between Calderwood & Harkness LLP and Driftwood Absolute Return Fund Ltd. with respect to the engagement described herein. It supersedes all prior discussions, negotiations, understandings, and agreements, whether oral or written, between the parties relating to the subject matter of this engagement. No amendment to or modification of this engagement letter shall be effective unless it is in writing and signed by both parties. No waiver of any provision of this engagement letter shall be effective unless it is in writing and signed by the party against whom the waiver is to be enforced.
This engagement letter may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed signature page by electronic transmission (including PDF) shall have the same effect as delivery of an original executed signature page.
We look forward to working with you and the Driftwood team on this important matter. If the foregoing accurately reflects our mutual understanding of the terms of this engagement, please sign and return the enclosed copy of this letter. Should you have any questions regarding any of the terms described herein, please do not hesitate to contact me directly.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Priya Anand
Title: Partner
Date: ________
ACKNOWLEDGED AND AGREED:
DRIFTWOOD ABSOLUTE RETURN FUND LTD.
By Driftwood Capital Management LP, its Investment Manager By Driftwood Capital Management GP LLC, its General Partner
By: ________
Name: Sandra Hu
Title: Chief Operating Officer and Chief Compliance Officer,
Driftwood Capital Management LP, as authorized signatory for Driftwood Absolute Return Fund Ltd.
Date: July 25, 2023
Enclosures: None.
cc: Marcus Ellison, Chief Investment Officer, Driftwood Capital Management LP Douglas Carmichael, Partner, Calderwood & Harkness LLP Catherine Overton, Overton & Locke LLP, George Town, Grand Cayman (Cayman local counsel)
Timekeeper | Position | Hourly Rate
Priya Anand | Partner | $1,650
Douglas Carmichael | Partner | $1,550
Hannah Brinkley | Senior Associate | $1,050
Patrick Gallagher | Associate | $825

CALDERWOOD & HARKNESS LLP Attorneys at Law 200 Park Avenue, 42nd Floor New York, NY 10166

BY HAND DELIVERY AND EMAIL

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGED AND AGREED:

DRIFTWOOD ABSOLUTE RETURN FUND LTD.

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