Contract analysis

I. ENGAGEMENT SUMMARY A. Client Identification Client: Quorum Insurance Holdings Corp. ("Quorum" or "QIH") Quorum Insurance Holdings Corp. is a Delaware corporation that is publicly traded on the New York Stock Exchange under the ticker symbol "QIHC." The company's Employer Identification Number is 27-4831956, and it is registered with the Delaware Division of Corporations under File Number 4927361. QIH's corporate h

1. Quorum Property & Casualty Insurance Company — Domiciled in the State of Connecticut; National Association of Insurance Commissioners ("NAIC") Company Code 38472. Quorum P&C is QIH's largest regulated insurance subsidiary and writes a diversified book of commercial and personal lines property and casualty insurance.

2. Lone Star Specialty Insurance Company — Domiciled in the State of Texas; NAIC Company Code 41359. Lone Star Specialty writes excess and surplus lines and specialty commercial insurance products, principally in the energy, construction, and professional liability segments.

3. Great Lakes Surety & Indemnity Co. — Domiciled in the State of Ohio; NAIC Company Code 29814. Great Lakes Surety focuses on commercial surety, fidelity, and specialty indemnity products across the Midwest and Mid-Atlantic regions.

4. Quorum MGA Services, LLC — A Delaware limited liability company that operates as QIH's managing general agency platform, facilitating program business and delegated underwriting authority arrangements with third-party carriers.

5. Vantage Digital Insurance Solutions, Inc. — A Delaware corporation that serves as QIH's insurtech subsidiary, developing and operating proprietary digital distribution platforms, automated underwriting systems, and data analytics capabilities. The inclusion of the regulated insurance subsidiaries within the engagement scope was driven in significant part by the need to harmonize delegation-of-authority thresholds

1. Committee Charter Review and Restatement. Review and restate all five existing standing committee charters—Audit Committee, Compensation & Human Capital Committee, Nominating & Corporate Governance Committee, Risk Committee, and Investment Committee—to bring them into conformity with current NYSE listing standards, applicable SEC rules, Delaware corporate law requirements, and governance best practices as informed

2. New Committee Charter Drafting. Draft a new charter for a sixth standing committee, the Technology & Cybersecurity Oversight Committee, to address the gap identified by the auditor management letter and the Apex Proxy Advisors benchmarking report.

3. DOA Matrix Overhaul. Overhaul the parent-level Delegation of Authority Matrix and create a model subsidiary DOA matrix template suitable for adoption and customization by each of QIH's operating subsidiaries, with the objectives of rationalizing threshold levels, eliminating inconsistencies between parent and subsidiary authorities, and incorporating new authority categories reflective of QIH's current operations

4. Board Memorandum and Supporting Materials. Prepare a comprehensive board memorandum and supporting presentation materials summarizing the entire governance overhaul package for consideration and adoption at the regular board meeting scheduled for December 11, 2025.

5. Conforming Amendments. Draft conforming amendments to QIH's Corporate Governance Guidelines and Bylaws to reflect the revised committee structure, updated committee-appointment mechanics, and officer-authority provisions cross-referencing the revised DOA Matrix.

6. Delaware Law Analysis. Provide a detailed analysis of board delegation authority under the Delaware General Corporation Law ("DGCL"), specifically Sections 141(c) (relating to the powers of committees of the board) and 141(a) (relating to the general management authority of the board), addressing the permissible scope of delegation, non-delegable actions, and fiduciary-duty considerations in the context of the pro

7. NYSE Listing-Rule Compliance. Advise on compliance with the New York Stock Exchange listing rules applicable to committee composition and charter content, including Listed Company Manual Sections 303A.01 through 303A.14, as amended, with particular attention to independence requirements, audit committee financial-expert qualifications, compensation committee charter mandates, clawback policy requirements, and the

II. ENGAGEMENT TEAM The following Calderwood & Harkness professionals were assigned to this engagement. All team members are identified below with their respective roles, practice-group affiliations, and standard hourly billing rates as set forth in the executed engagement letter. Ms. Forsythe served as the Responsible Partner for the engagement and maintained overall supervisory responsibility for all client deliver

III. ENGAGEMENT TIMELINE — KEY MILESTONES The following table sets forth the key milestones and deliverable dates for the engagement. All milestones have been completed as of the date of this memorandum. The engagement was completed on schedule and within the originally contemplated timeline. No material delays were encountered. The iterative drafting process—initial drafts, committee workshops, revised drafts, and f

IV. DELIVERABLES PRODUCED The engagement produced a total of thirty-four (34) documents, organized below by category. Each deliverable is identified by sequential number, title, date (where applicable), and a brief description of its content and purpose. All deliverables have been filed in the electronic engagement file under Engagement No. 1025-00005 in the firm's document management system, with the organizational

14. Redline — Audit Committee Charter: Comparison of the June 14, 2021 version against the proposed restated version, with tracked changes (insertions, deletions, and revisions) shown in standard redline format.

15. Redline — Compensation & Human Capital Committee Charter: Comparison of the June 14, 2021 version against the proposed restated version.

16. Redline — Nominating & Corporate Governance Committee Charter: Comparison of the March 20, 2019 version against the proposed restated version.

17. Redline — Risk Committee Charter: Comparison of the February 12, 2016 original version against the proposed restated version. This redline reflected the most extensive changes of any of the five restated charters, given that the Risk Committee charter had not been substantively updated since its original adoption.

18. Redline — Investment Committee Charter: Comparison of the February 12, 2016 original version against the proposed restated version. All redline documents were prepared using document-comparison software and reviewed by Ms. Forbes and Mr. Johannsen for accuracy and completeness prior to delivery to the client. D. Delegation of Authority Documents (3 Deliverables) Deliverable 19 — Revised DOA Matrix: Parent Level (

V. FINANCIAL SUMMARY A. Fee Arrangement The engagement was billed on a standard hourly-rate basis in accordance with the fee arrangement set forth in the executed engagement letter dated September 5, 2025. The applicable hourly rates for the engagement team were as follows: At the time the engagement was opened, the estimated total professional fees for the engagement were in the range of $385,000 to $450,000, based