Contract analysis

1. Purpose and Confirmation of Engagement Calderwood & Harkness LLP ("the Firm" or "C&H") is pleased to confirm its engagement by Quorum Insurance Holdings Corp., a Delaware corporation ("QIH" or the "Client"), to represent QIH and its principal insurance subsidiary, Quorum Casualty & Surety Company, a New York-domiciled stock property and casualty insurer (NAIC No. 24891) ("QC&S" and, together with QIH, the "Quorum

2. Scope of Representation The Firm's representation of the Quorum Entities will encompass the following matters, subject to adjustment as the engagement progresses and as mutually agreed by the Firm and the Client: (a) Assessment of Pinnacle Atlantic's Asserted Grounds for Dispute. The Firm will conduct a thorough assessment of the merits and potential exposure arising from each of the four grounds asserted by Pinna

3. Client Identification The Firm's clients in this engagement are limited to the following entities: Quorum Insurance Holdings Corp. — A Delaware corporation; Nasdaq trading symbol: QIHC; Employer Identification Number: 82-4031567; headquarters located at 200 Constitution Plaza, Suite 3400, Hartford, CT 06103; Delaware registered agent: Capitol Registered Agents, Inc., 850 New Burton Road, Suite 201, Dover, DE 19904

4. Engagement Team The following attorneys will constitute the principal engagement team assigned to this matter: Douglas Carmichael — Responsible Partner, Litigation (General). Mr. Carmichael will serve as the primary relationship partner and will have overall supervisory responsibility for the engagement. Mr. Carmichael has over twenty-five years of experience in complex insurance and reinsurance disputes and has s

5. Client Contacts The following individuals have been designated by the Client as the primary contacts for purposes of this engagement: Rachel Sondergaard, Esq. — General Counsel, Quorum Insurance Holdings Corp. Ms. Sondergaard will serve as the primary client contact and authorized representative for all communications, instructions, settlement authority discussions, and approvals related to this engagement. Tobias

6. Fees and Billing Rates The Firm will bill for legal services rendered in connection with this engagement on an hourly basis. In recognition of the long-standing professional relationship between the Firm and QIH, the Firm has applied a five percent (5%) discount to its standard hourly rates for all principal timekeepers assigned to this matter. The discounted hourly billing rates applicable to the principal engage

7. Budget Estimates The Firm has prepared the following budget estimates in good faith, based on currently available information regarding the nature and scope of the dispute: Phase 1 — Strategy Assessment and Pre-Litigation Estimated Budget: $450,000 to $625,000 Scope: This phase will encompass the initial case assessment, detailed treaty interpretation analysis, preparation of internal defense memoranda addressing

8. Expenses and Disbursements In addition to professional fees for legal services, the Client will be responsible for reimbursement of reasonable out-of-pocket expenses and disbursements incurred by the Firm in connection with the engagement. The Firm endeavors to manage expenses prudently and cost-effectively. Categories of reimbursable expenses include, but are not limited to, the following: • Court filing fees and

9. Billing and Payment Terms The Firm will render monthly invoices for professional fees incurred and expenses advanced during the preceding calendar month. Invoices will include reasonable detail regarding the nature of the services performed and the expenses incurred, consistent with the Firm's standard billing practices and any billing guidelines provided by the Client. Invoices are due and payable within thirty (

10. Conflicts of Interest The Firm has conducted a conflicts check in accordance with its standard procedures and the New York Rules of Professional Conduct (22 NYCRR Part 1200) with respect to the parties and entities identified in connection with this engagement. Based on its conflicts review, the Firm has confirmed that it does not currently represent, and has not within the past twenty-four months represented, an

11. Confidentiality and Privilege All communications between the Firm and the Quorum Entities in connection with this engagement are intended to be protected by the attorney-client privilege and, to the extent applicable, the work product doctrine. The Firm will take all reasonable steps to maintain and protect the privileged and confidential nature of such communications. The Firm will maintain the confidentiality o

12. Document Retention The Firm will maintain engagement files — including correspondence, memoranda, pleadings, research materials, notes, and other documents generated or received in connection with this engagement — in accordance with the Firm's document retention policies. Files may be maintained in paper or electronic format, or both, at the Firm's discretion. Upon conclusion of the engagement, original document

13. Termination Either the Client or the Firm may terminate this engagement at any time upon written notice to the other party. The Firm recognizes that the Client has the absolute right to terminate the attorney-client relationship at any time, for any reason or no reason, by written notice to the Firm. Upon termination of the engagement, the Client will be responsible for payment of all fees for professional servic

14. No Guarantee of Outcome The Firm will use its best professional efforts on behalf of the Quorum Entities in connection with this engagement. However, the Firm makes no representation, warranty, or guarantee regarding the outcome of the dispute with Pinnacle Atlantic, including the ultimate resolution of the claims asserted in the Demand Letter or any subsequent litigation or arbitration proceedings. As noted in S

15. Governing Law This engagement letter and all matters arising out of or relating to the Firm's representation of the Client in connection with this engagement, including any claims or disputes relating to the Firm's fees, the scope of the representation, or the Firm's professional obligations, shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict-of

16. Entire Agreement; Amendments This letter constitutes the entire agreement between the Firm and the Client with respect to the terms and conditions of the engagement described herein. This letter supersedes all prior or contemporaneous oral or written communications, proposals, or representations with respect to the subject matter hereof. Any amendments, modifications, or supplements to the terms of this engagemen

17. Acceptance and Execution We respectfully request that the Client confirm its agreement to the terms set forth in this engagement letter by having an authorized representative of Quorum Insurance Holdings Corp. countersign this letter in the space provided below and return an executed copy to the Firm. An executed copy may be returned by hand delivery, overnight courier, or electronic transmission (PDF via e-mail)