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Contract analysis / engagement-letter-quorum.docx
engagement-letter-quorum.docx
High · 1
Medium · 6
Standard · 0
1. Purpose and Introduction
Medium
⚑ Liability cap to check against exposure
1. Purpose and Introduction Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm its engagement by Quorum Insurance Holdings Corp. ("Quorum" or "QIH"), a Delaware corporation publicly traded on the Nasdaq Global Select Market under the ticker symbol QIHC, with headquarters at 400 Constitution Plaza, Suite 2200, Hartford, CT 06103. We appreciate Quorum's confidence in the Firm and look forward to work
2. Scope of Engagement
Medium
⚑ Liability cap to check against exposure
2. Scope of Engagement The Firm's engagement encompasses two related reinsurance transactions, together with certain ancillary matters, as described in further detail below. (a) Property Quota-Share Reinsurance Treaty — Renewal and Amendment The Firm will represent Quorum Specialty in connection with the renewal and amendment (in the form of an amended and restated agreement) of the existing 40% property quota-share
3. Staffing
Medium
⚑ Assignment / subcontracting
3. Staffing The Firm has assigned the following attorneys to this matter, each of whom has substantial experience in reinsurance transactions and insurance regulatory matters: Angela Fontaine, Partner — Responsible Partner. Ms. Fontaine will serve as the overall supervisory partner for this engagement and will provide strategic direction on all aspects of the representation. She will serve as the primary client relat
4. Counterparties and Their Counsel
4. Counterparties and Their Counsel The Firm has been informed that Pinnacle Re Ltd. is represented in connection with the transactions described herein by Harmon, Kessler & Fitch LLP ("HKF"), with offices at 780 Third Avenue, 30th Floor, New York, NY 10017. Nathan R. Kessler, Partner, will serve as lead counsel for Pinnacle Re, and Miriam Soto-Flores, Associate, will provide support. The Firm will coordinate with HK
5. Fee Arrangements
High
⚑ Non-compete / exclusivity restraint
5. Fee Arrangements (a) Basis of Fees Services rendered by the Firm in connection with this engagement will be billed on an hourly basis at the Firm's standard rates for the attorneys and other professionals assigned to the matter. The Firm's current standard hourly rates for the assigned team members are as follows: The Firm's standard hourly rates are adjusted periodically, typically on an annual basis effective Ja
6. Conflict of Interest Disclosure
6. Conflict of Interest Disclosure The Firm has conducted a conflicts check in accordance with its internal procedures and the New York Rules of Professional Conduct (22 NYCRR Part 1200). Based on the information currently available to the Firm, we advise you as follows: The Firm does not currently represent Pinnacle Re Ltd., Graystone Reinsurance AG, Tidewater Re S.A., Blackbridge Advisory Group LLC, Harmon, Kessler
7. Confidentiality
Medium
⚑ Forum / governing law
7. Confidentiality The Firm will treat all information received from Quorum, Quorum Specialty, or their respective officers, directors, employees, agents, or advisors in connection with this engagement as confidential, and will not disclose such information to any third party without Quorum's prior written consent, except as may be required by applicable law, court order, regulatory directive, or the Firm's professio
8. Communication and Client Contacts
8. Communication and Client Contacts The primary client contacts for this engagement shall be: Lionel T. Okafor, General Counsel, Quorum Insurance Holdings Corp. Telephone: (860) 442-3100, ext. 4401 Email: lokafor@quoruminsurance.com Suzanne M. Driscoll, Vice President, Reinsurance & Capital Management, Quorum Insurance Holdings Corp. Telephone: (860) 442-3100, ext. 4518 Email: sdriscoll@quoruminsurance.com The Firm
9. Document Retention
9. Document Retention Following the conclusion of the engagement, the Firm will retain engagement files — including correspondence, memoranda, drafts, research, and other work product — in accordance with the Firm's standard document retention policy. Original documents provided by the Client to the Firm in connection with this engagement will be returned to the Client upon request at any time during or after the eng
10. Termination
Medium
⚑ Notice / time limit to track
10. Termination Either party may terminate this engagement at any time upon written notice to the other party. In the event of termination, Quorum shall remain obligated to pay the Firm for all services rendered and expenses incurred through the effective date of termination, in accordance with the fee arrangements set forth in Section 5 above. The Firm's right to withdraw from the representation is subject to the Fi
11. Governing Law
Medium
⚑ Forum / governing law
11. Governing Law This Engagement Letter and the relationship between the Firm and Quorum, including any disputes arising out of or relating to this Engagement Letter or the Firm's representation of Quorum, shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict-of-laws principles.
12. Anticipated Timeline
12. Anticipated Timeline The Firm understands that the following key dates have been identified for the 2026 reinsurance program placement: The foregoing timeline is indicative and is subject to change based on negotiation dynamics, counterparty responsiveness, market conditions, and other factors outside the Firm's control. The Firm will work diligently to meet the target dates identified above and will promptly not
13. Acceptance
13. Acceptance We are grateful for the opportunity to represent Quorum and Quorum Specialty in connection with this important engagement. We ask that you please confirm Quorum's agreement to the terms and conditions set forth in this Engagement Letter by signing and returning a copy of this letter to the undersigned at your earliest convenience. A countersigned copy may be returned by email (in PDF format) to afontai