Contract analysis

I. Purpose and Scope of Conflict Check This memorandum documents the results of a comprehensive conflict of interest check conducted in connection with Calderwood & Harkness LLP's ("C&H" or the "Firm") proposed acceptance of a new engagement with Quorum Insurance Holdings Corp. ("Quorum," "QIH," or the "Client"). The purpose of this conflict check is to confirm the Firm's ability to accept the proposed engagement in

1. Committee Charter Review and Restatement. A comprehensive review and restatement of the existing charters for each of the five standing committees of the QIH Board of Directors: the Audit Committee, the Compensation & Human Capital Committee, the Nominating & Corporate Governance Committee, the Risk Committee, and the Investment Committee.

2. New Committee Charter Drafting. Drafting of a new charter for a proposed Technology & Cybersecurity Oversight Committee, to be established by the Board as its sixth standing committee, with attention to coordination with the Risk Committee and the Audit Committee to avoid duplicative or conflicting mandates.

3. Delegation of Authority Matrix Overhaul. A comprehensive review, rationalization, and restatement of the QIH Delegation of Authority Matrix (the "DOA Matrix"), including reconciliation of parent-level and subsidiary-level authority thresholds and the elimination of identified inconsistencies.

4. Conforming Governance Document Amendments. Preparation of conforming amendments to the QIH Corporate Governance Guidelines and, as necessary, to the QIH Amended and Restated Bylaws, to ensure internal consistency with the revised committee charters and DOA Matrix.

5. Delaware Law Analysis. Analysis of applicable provisions of the Delaware General Corporation Law ("DGCL"), including without limitation DGCL §§ 141(a) (board management authority), 141(c) (committee delegation), and 141(e) (good faith reliance), to ensure that the revised governance architecture operates within the permissible scope of board delegation under Delaware law.

6. NYSE Listing-Rule Compliance Advice. Review of the revised governance documents against applicable NYSE Listed Company Manual requirements, including Sections 303A.04 through 303A.07 (committee requirements) and related commentary and interpretive guidance. B. Engagement Team The proposed engagement team consists of the following C&H attorneys: • Elaine Forsythe — Responsible Partner (Antitrust & Competition Pract

II. Client Entity — Quorum Insurance Holdings Corp. The following information was compiled from publicly available sources, including QIH's most recent Annual Report on Form 10-K (filed February 27, 2025 for FY 2024), proxy statement on Schedule 14A (filed April 4, 2025), and the Delaware Division of Corporations public records, as supplemented by information provided by the Client's General Counsel, Dennis R. Okonkw

III. Client Subsidiaries and Affiliates The following subsidiaries and affiliates of Quorum Insurance Holdings Corp. were identified from QIH's most recent Annual Report on Form 10-K (Exhibit 21 — List of Subsidiaries) and information provided by QIH's General Counsel. A conflict search was conducted against each subsidiary individually and as part of the Quorum corporate family. Each entity was searched by its full

IV. Board of Directors A conflict search was conducted against each of the eleven (11) current members of the QIH Board of Directors. Each director was searched individually by full name, and, where applicable, by the names of their primary institutional affiliations and other known board memberships. The QIH Board currently comprises three (3) management (non-independent) directors and eight (8) independent director

1. Margaret A. Calloway — Chair of the Board & Chief Executive Officer. Ms. Calloway, age 58, has served as Chair of the Board and Chief Executive Officer of Quorum Insurance Holdings Corp. since 2022. She originally joined QIH in 2014 as Chief Operating Officer and was appointed CEO in 2018. Prior to joining QIH, Ms. Calloway held senior executive positions at two large national insurance carriers. As Chair and CEO,

2. Dexter W. Ng — Director; President, Quorum Property & Casualty Insurance Company. Mr. Ng, age 45, has served as a member of the QIH Board of Directors and as President of Quorum Property & Casualty Insurance Company, QIH's flagship operating subsidiary. Mr. Ng is expected to provide input on the DOA Matrix overhaul, particularly with respect to the reconciliation of parent-level and subsidiary-level authority dele

3. Camille R. DuPont — Director; President, Vantage Digital Insurance Solutions, Inc. Ms. DuPont, age 50, has served as a member of the QIH Board of Directors and as President of Vantage Digital Insurance Solutions, Inc., QIH's fintech/insurtech subsidiary. Ms. DuPont is the proposed inaugural member and likely vice-chair of the new Technology & Cybersecurity Oversight Committee, and her perspective on technology gov

4. Arthur J. Pennington — Lead Independent Director; Chair, Nominating & Corporate Governance Committee. Mr. Pennington, age 64, has served as an independent director since 2017 and currently serves as the Lead Independent Director of the QIH Board. He also chairs the Nominating & Corporate Governance Committee. Mr. Pennington is a retired partner of Mercer-Bexley Advisory Partners, a management consulting firm. In h

5. Dr. Lilian Fong-Archer — Chair, Audit Committee. Dr. Fong-Archer, age 56, has served as an independent director since 2019 and chairs the Audit Committee. She is the designated "audit committee financial expert" under SEC rules. Dr. Fong-Archer is a former Chief Financial Officer of Pinehurst Financial Group, Inc. Her role in the governance overhaul project is particularly significant because several of the observ

6. Raymond T. Huerta — Chair, Risk Committee. Mr. Huerta, age 61, has served as an independent director since 2020 and chairs the Risk Committee. Mr. Huerta is a retired state insurance commissioner, bringing significant regulatory expertise to the Board. His perspective on the governance overhaul is expected to be particularly relevant to the alignment of the DOA Matrix with regulatory expectations across QIH's thre

7. Claudia M. Severin — Chair, Compensation & Human Capital Committee. Ms. Severin, age 52, has served as an independent director since 2021 and chairs the Compensation & Human Capital Committee. Ms. Severin is the Chief Executive Officer of Broadpath Talent Advisors, LLC, a New York limited liability company providing executive recruitment and human capital advisory services. The Compensation & Human Capital Committ

8. Jonathan K. Whitmore — Chair, Investment Committee. Mr. Whitmore, age 67, has served as an independent director since 2016 and chairs the Investment Committee. Mr. Whitmore is a former Chief Investment Officer of Highgate Asset Management, a registered investment adviser. The Investment Committee charter restatement will address the committee's oversight of QIH's consolidated investment portfolio (approximately $1

9. Priya Narasimhan — Director; Proposed Chair, Technology & Cybersecurity Oversight Committee. Ms. Narasimhan, age 49, has served as an independent director since 2023. She is the Chief Executive Officer of Tessera Fintech Corp., a Delaware corporation operating in the financial technology sector. Ms. Narasimhan has been proposed by the Nominating & Corporate Governance Committee to serve as the inaugural Chair of t

10. Victor L. Andrade — Director. Mr. Andrade, age 60, has served as an independent director since 2018. He is a retired Executive Vice President of Federated Mutual Insurance Holdings, where he had responsibility for corporate strategy and business development. Mr. Andrade's extensive insurance industry experience provides the Board with valuable perspective on governance best practices for insurance holding company

11. Susan B. Trautman — Director. Ms. Trautman, age 54, has served as an independent director since 2022. She is a Managing Director at Ridgeview Capital Partners, where she leads the firm's financial services investment practice. The Nominating & Corporate Governance Committee has determined that Ms. Trautman satisfies the independence requirements of the NYSE Listed Company Manual and QIH's Corporate Governance Gui

V. Key Management (Non-Board) A conflict search was conducted against the following senior QIH officers who are not members of the Board of Directors but who will serve as primary points of contact or otherwise have significant involvement in the proposed engagement. A. Dennis R. Okonkwo — General Counsel & Corporate Secretary Mr. Okonkwo serves as QIH's General Counsel and Corporate Secretary. He will serve as the p

VI. Significant Institutional Shareholders A conflict search was conducted against the institutional shareholders with known material ownership positions in QIH common stock. These shareholders were identified from QIH's most recent proxy statement on Schedule 14A (filed April 4, 2025) and from information provided by QIH's General Counsel regarding shareholder engagement activities relevant to the governance overhau

VII. Third-Party Advisors and Service Providers A conflict search was conducted against all firms and individuals known to be involved in or otherwise related to the governance overhaul project. These parties were identified through information provided by QIH's General Counsel and through a review of publicly available QIH filings and disclosures. A. Prescott, Henley & Gage LLP (Historical Outside Corporate Counsel)

VIII. Engagement Team Self-Check In accordance with C&H's Conflict of Interest Policies and Procedures, each member of the proposed engagement team has confirmed the following: Financial Interests. Each member of the engagement team — Elaine Forsythe, Howard Bellamy, Natasha Forbes, and Eric Johannsen — has confirmed that he or she does not hold, and has not held at any time during the preceding twelve (12) months, a

IX. Search Methodology The conflict search was conducted using the following methodology: A. Database Searched The search was conducted in C&H's firm-wide conflict-of-interest management system, which is the Firm's centralized database of all current and historical client and matter information, adverse party information, and related-party data. The database was current as of September 3, 2025, the date on which the

X. Conclusion and Recommendation Based on the comprehensive conflict search described in this memorandum, no disqualifying conflicts of interest have been identified with respect to any entity or individual searched in connection with the proposed engagement with Quorum Insurance Holdings Corp. Specific Note Regarding Prior Veltrano-Related Representation As discussed in Section VI.A above, the conflict search identi

XI. Approval Prepared by: ________________________________________ Eric Johannsen Working Associate Calderwood & Harkness LLP Date: September 4, 2025 Reviewed and Approved by: ________________________________________ Elaine Forsythe Responsible Partner Calderwood & Harkness LLP Date: September 5, 2025 Copy to: • Howard Bellamy, Billing Partner • C&H General Counsel's Office (conflicts file) APPENDIX A — Summary of Co

1. I do not hold, and have not held at any time during the preceding twelve (12) months, any direct or indirect financial interest in Quorum Insurance Holdings Corp. (NYSE: QIHC) or any of its subsidiaries or affiliates, including without limitation any stock, options, warrants, convertible securities, partnership interests, or other equity or debt interests, whether held individually, jointly, in trust, or through a

2. I do not hold, and have not held at any time during the preceding twelve (12) months, any direct or indirect financial interest in any other entity identified in the Conflict Check Memorandum for Engagement No. 1025-00005.

3. No member of my immediate family (as defined in C&H's Conflict of Interest Policies and Procedures) is currently employed by, serves on the board of directors of, or provides professional services to QIH, any QIH subsidiary or affiliate, or any other entity identified in the Conflict Check Memorandum.

4. I do not have any prior personal or professional relationship with any QIH director, officer, key management member, or identified third party that would create a conflict of interest or an appearance of impropriety in connection with the proposed engagement.

5. I acknowledge my continuing obligation to promptly report any change in the circumstances described above that may arise during the course of the engagement. ________________________________________ Elaine Forsythe Partner, Antitrust & Competition Practice Group Calderwood & Harkness LLP Date: September 4, 2025 Certification 2 — Howard Bellamy CALDERWOOD & HARKNESS LLP Financial Interest Certification — New Engage

1. I do not hold, and have not held at any time during the preceding twelve (12) months, any direct or indirect financial interest in Quorum Insurance Holdings Corp. (NYSE: QIHC) or any of its subsidiaries or affiliates, including without limitation any stock, options, warrants, convertible securities, partnership interests, or other equity or debt interests, whether held individually, jointly, in trust, or through a

2. I do not hold, and have not held at any time during the preceding twelve (12) months, any direct or indirect financial interest in any other entity identified in the Conflict Check Memorandum for Engagement No. 1025-00005.

3. No member of my immediate family (as defined in C&H's Conflict of Interest Policies and Procedures) is currently employed by, serves on the board of directors of, or provides professional services to QIH, any QIH subsidiary or affiliate, or any other entity identified in the Conflict Check Memorandum.

4. I do not have any prior personal or professional relationship with any QIH director, officer, key management member, or identified third party that would create a conflict of interest or an appearance of impropriety in connection with the proposed engagement.

5. I acknowledge my continuing obligation to promptly report any change in the circumstances described above that may arise during the course of the engagement. ________________________________________ Howard Bellamy Partner, Antitrust & Competition Practice Group Calderwood & Harkness LLP Date: September 4, 2025 Certification 3 — Natasha Forbes CALDERWOOD & HARKNESS LLP Financial Interest Certification — New Engagem

1. I do not hold, and have not held at any time during the preceding twelve (12) months, any direct or indirect financial interest in Quorum Insurance Holdings Corp. (NYSE: QIHC) or any of its subsidiaries or affiliates, including without limitation any stock, options, warrants, convertible securities, partnership interests, or other equity or debt interests, whether held individually, jointly, in trust, or through a

2. I do not hold, and have not held at any time during the preceding twelve (12) months, any direct or indirect financial interest in any other entity identified in the Conflict Check Memorandum for Engagement No. 1025-00005.

3. No member of my immediate family (as defined in C&H's Conflict of Interest Policies and Procedures) is currently employed by, serves on the board of directors of, or provides professional services to QIH, any QIH subsidiary or affiliate, or any other entity identified in the Conflict Check Memorandum.

4. I do not have any prior personal or professional relationship with any QIH director, officer, key management member, or identified third party that would create a conflict of interest or an appearance of impropriety in connection with the proposed engagement.

5. I acknowledge my continuing obligation to promptly report any change in the circumstances described above that may arise during the course of the engagement. ________________________________________ Natasha Forbes Associate, Capital Markets Practice Group Calderwood & Harkness LLP Date: September 4, 2025 Certification 4 — Eric Johannsen CALDERWOOD & HARKNESS LLP Financial Interest Certification — New Engagement En

1. I do not hold, and have not held at any time during the preceding twelve (12) months, any direct or indirect financial interest in Quorum Insurance Holdings Corp. (NYSE: QIHC) or any of its subsidiaries or affiliates, including without limitation any stock, options, warrants, convertible securities, partnership interests, or other equity or debt interests, whether held individually, jointly, in trust, or through a

2. I do not hold, and have not held at any time during the preceding twelve (12) months, any direct or indirect financial interest in any other entity identified in the Conflict Check Memorandum for Engagement No. 1025-00005.

3. No member of my immediate family (as defined in C&H's Conflict of Interest Policies and Procedures) is currently employed by, serves on the board of directors of, or provides professional services to QIH, any QIH subsidiary or affiliate, or any other entity identified in the Conflict Check Memorandum.

4. I do not have any prior personal or professional relationship with any QIH director, officer, key management member, or identified third party that would create a conflict of interest or an appearance of impropriety in connection with the proposed engagement.

5. I acknowledge my continuing obligation to promptly report any change in the circumstances described above that may arise during the course of the engagement. ________________________________________ Eric Johannsen Associate, Capital Markets Practice Group Calderwood & Harkness LLP Date: September 4, 2025 End of Memorandum — Engagement No. 1025-00005 This memorandum, including all appendices, constitutes attorney w