Contract analysis

From: Robert Adeyemi <radeyemi@calderwoodharkness.com> To: Jennifer Kwon <jkwon@calderwoodharkness.com> Date: Thu, 15 Jul 2021 04:32:00 -0000 Subject: Quorum Follow-On (1025-00001) — Matter on Hold

As you're all aware, QIH and Greystone Harwick mutually agreed on June 28 to pause the follow-on offering pending improvement in market conditions. Since then, the stock has continued to trade below the contemplated offering price — last close was $13.10, well off the $15.00 estimated offering price. Greystone Harwick is not comfortable proceeding at current levels, and frankly there's no catalyst on the horizon that

I spoke with Yusuf Okafor (GC at Quorum) this afternoon. He confirmed that the Company views the offering as shelved indefinitely but is not formally terminating the engagement or the underwriting arrangement at this time. They may revisit in Q4 2021 or early 2022 if the stock recovers, but there is no specific timeline and no one is holding their breath.

With that, let's move this matter to dormant status in the system. A few things to take care of:

**1. Preserve All Work Product.** Everything should be saved and properly indexed in the matter file. Please make sure the following are preserved as-is:

- Preliminary prospectus supplement (last draft dated May 25, 2021) - Underwriting agreement working draft (May 25, 2021) - Board resolutions (adopted June 2, 2021) - Lock-up agreement form (June 7, 2021) - Due diligence memo - 10b-5-1 representation letter draft (June 7, 2021) - Legal opinion outline (June 7, 2021)

**2. Transaction Did Not Close.** Just to be clear for the file: we did not reach the point of filing the preliminary prospectus supplement, executing the underwriting agreement, or delivering the comfort letter, legal opinion, or closing certificates. No closing occurred.

**3. Shelf Registration Statement Expiration.** The shelf registration statement (Form S-3, File No. 333-248710) remains effective. Under current SEC rules, it is valid for three years from the date of effectiveness — i.e., through September 18, 2023. If the offering is revived after that date, QIH will need to file a new shelf registration statement or a post-effective amendment. Worth keeping in the back of our min

**4. Final Invoice.** Jennifer — please prepare a final invoice for time-to-date. WIP as of June 30 is approximately $87,400 in fees and $3,200 in disbursements, which is well within the $175,000 fee cap established in the engagement letter. Let's bill through end of July to capture any residual time this month and then close out the billing.

**5. No Formal Termination.** No formal termination letter is being exchanged by either side. The engagement letter (dated May 10, 2021) remains in effect, subject to reactivation at the Company's request.

I'll check in with Yusuf periodically to see where things stand. If any of you have questions or loose ends I haven't addressed, don't hesitate to reach out.

Robert Adeyemi Partner, Capital Markets Calderwood & Harkness LLP 1301 Avenue of the Americas, New York, NY 10019 Tel: (212) 555-7300