Contract analysis

1. MATTER IDENTIFICATION The following information identifies the client, the matter, and the principal corporate and regulatory details relevant to this engagement: Client: Quorum Insurance Holdings Corp. (Nasdaq: QIHC) Matter Number: 1025-00001 Matter Type: Follow-On Offering (Capital Markets — Equity) Governing Law: Delaware (corporate governance); federal securities laws (offering, including the Securities Act of

2. ENGAGEMENT TEAM The following Calderwood & Harkness LLP professionals were assigned to this matter during the active engagement period. All team members are resident in the firm's New York office. Firm Office: Calderwood & Harkness LLP, 1301 Avenue of the Americas, New York, NY 10019 Billing Rates (Applicable to This Matter): • Partners: $1,250 per hour • Associates: $725 per hour The engagement is subject to a ne

3. TRANSACTION SUMMARY 3.1 Overview of Proposed Offering Quorum Insurance Holdings Corp. ("QIH" or the "Company") proposed a registered follow-on offering of shares of its common stock, par value $0.01 per share (the "Offering"). The proposed transaction was structured as a firm commitment underwriting in which the Company would sell newly issued shares of common stock directly to the public through a sole book-runni

4. TRANSACTION TIMELINE The following table sets forth a detailed chronology of all material events in connection with the proposed Offering, from the effectiveness of the underlying shelf registration statement through the preparation of this dormancy record:

5. STATUS OF WORK PRODUCT The following table catalogues each principal document or deliverable associated with the proposed Offering, together with its current status and the date of the last draft or action: Important Notes Regarding Status of Work Product: No documents were filed with the SEC in connection with the proposed Offering. No prospectus supplement was filed pursuant to Rule 424(b) or any other provision

6. REASON FOR DORMANCY The proposed Offering was placed on hold due to a sustained decline in the trading price of QIH common stock during the period from mid-May through late June 2021, which rendered the contemplated offering price not achievable and made execution of the Offering inadvisable from both the Company's and the underwriter's perspective. The relevant circumstances are summarized as follows: (a) The Com

7. KEY OUTSTANDING ITEMS IF REVIVED In the event that the Company elects to reactivate the Offering, the following items will need to be addressed. This checklist is intended to serve as a comprehensive reference for the engagement team and should be reviewed and updated at the time of any reactivation to account for intervening developments: (a) Shelf Registration Statement Validity The Company's shelf registration

8. FINANCIAL SUMMARY 8.1 Professional Fees The following table summarizes all professional fees incurred in connection with this matter through the date of the final invoice: 8.2 Disbursements. The following table summarizes all disbursements incurred in connection with this matter through the date of the final invoice: 8.3 Totals. 8.4 Invoice Information The following additional billing and remittance information is

9. FILE LOCATION All documents, correspondence, work product, and other materials relating to this matter are maintained and preserved as follows: (a) Electronic Files. All electronic documents, drafts, correspondence, memoranda, research, and other electronic work product are maintained in the firm's document management system (Vireo Data Systems) under Matter No. 1025-00001. All electronic work product has been ind