Contract analysis

1. Purpose and Introduction Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm its engagement by Quorum Insurance Holdings Corp., a Delaware corporation publicly traded on the Nasdaq Stock Market under the ticker symbol QIHC ("Quorum," "QIH," or the "Client"), to conduct a comprehensive market-conduct compliance refresh encompassing Quorum and its operating insurance subsidiaries and affiliated dis

2. Scope of Engagement 2.1 Client Entities Covered The engagement encompasses the following Quorum operating subsidiaries and affiliated entities, together with QIH as the holding company parent (collectively, the "Quorum Group"): (a) Quorum Indemnity Insurance Company ("QIIC") — A Connecticut-domiciled stock property and casualty insurance company, NAIC Company Code No. 41927, currently licensed and authorized to tr

3. Four-Phase Work Plan C&H proposes to execute this engagement in four sequential phases as described below. The phases are designed to progress from assessment through remediation, training, and examination preparation in a logical sequence aligned with the regulatory deadlines described in Section 2.3, most critically the December 31, 2025 FL OIR compliance certification deadline and the anticipated Q1 2026 follow

4. Engagement Team and Staffing 4.1 Team Members C&H will assign the following attorneys to the engagement, each of whom will bill at the standard hourly rate indicated: (a) Marcus Delgado — Responsible Partner. Practice Group: Intellectual Property (cross-staffed to this engagement due to the insurance-technology platform intellectual property overlaps arising from Pinnacle Bridge's fintech distribution platform and

5. Fee Arrangement 5.1 Hybrid Fee Structure The engagement employs a hybrid fee arrangement combining hourly billing for Phase 1 with a fixed fee for Phases 2 through 4, as described in detail below. This structure is designed to provide the flexibility necessary for the diagnostic and analytical work of Phase 1 while offering the Client fee certainty for the remediation, training, and examination preparation phases

6. Engagement Context — Remediation Cost Summary For the Client's reference and to provide context for the role of C&H's engagement within the broader remediation effort, C&H understands that the total estimated cost of the full market-conduct compliance remediation project — encompassing both internal and external resources — is approximately Two Million One Hundred Thousand Dollars ($2,100,000), as set forth in the

7. Confidentiality and Privilege 7.1 Attorney-Client Privilege All communications between C&H and Client personnel made in connection with this engagement, including but not limited to oral discussions, written correspondence, electronic communications, memoranda, and presentations, are intended to be protected by the attorney-client privilege. The Client should take appropriate steps to preserve the privilege by cle

8. Conflicts of Interest C&H has conducted a comprehensive conflicts-of-interest check in accordance with its standard conflict-clearance procedures, including a review of all current and former client representations, and has identified no conflicts of interest that would preclude this engagement under the applicable rules of professional conduct, including Rules 1.7 and 1.9 of the New York Rules of Professional Con

9. Document Retention C&H will retain all engagement files, including correspondence, memoranda, work product, research materials, and copies of Client-provided documents, in accordance with the Firm's standard document retention policy. Under C&H's current policy, engagement files are retained for a period of not less than ten (10) years following the conclusion of the engagement, after which they may be destroyed i

10. Coordination with Third Parties As described in Section 2.4 above, C&H will coordinate with the following third-party service providers as necessary for the effective execution of this engagement: (a) Ridgeline Consulting Group, LLC (Sandra Whitfield, Managing Director) — Ridgeline is performing statistical claims-file sampling, complaint-ratio benchmarking, and other quantitative analyses in support of the marke

11. Termination Either party may terminate this engagement at any time upon thirty (30) days' prior written notice to the other party. Termination by the Client will be effective upon expiration of the 30-day notice period, subject to C&H's obligations under applicable professional responsibility rules, including the obligation to take reasonable steps to protect the Client's interests. Upon termination, the Client w

12. Limitation of Liability C&H's aggregate liability to the Client in connection with this engagement, whether arising in contract, tort, or otherwise, shall not exceed the total amount of fees actually paid by the Client to C&H under this engagement letter. This limitation applies to all claims, causes of action, and theories of recovery, including but not limited to claims for direct damages, consequential damages

13. 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 principles of conflicts of law that would require the application of the laws of any other jurisdiction. Any dispute, claim, or controversy arising out of or relating to this engagement letter, or the breach, termination, enforcement, interpretation

14. Entire Agreement; Amendments This engagement letter, together with the Standard Terms and Conditions of Engagement enclosed as Enclosure A and the Privacy and Data Security Addendum enclosed as Enclosure B, constitutes the entire agreement between the parties with respect to the engagement described herein and supersedes all prior and contemporaneous discussions, proposals, negotiations, term sheets, corresponden

15. Acceptance and Execution We are grateful for Quorum's confidence in selecting Calderwood & Harkness LLP for this important engagement, and we look forward to working with you and your team to achieve a successful outcome for the market-conduct compliance refresh. If the foregoing terms are acceptable, please indicate your acceptance by signing in the space provided below and returning one fully executed copy of t