Contract analysis

1. Introduction and Purpose Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm its engagement by Quorum Insurance Holdings Corp. ("Quorum" or the "Company"), a Delaware corporation publicly traded on the Nasdaq Stock Market under the ticker symbol QIHC, in connection with the data security incident originating from Quorum's third-party claims-processing vendor, Palomar Data Solutions, Inc. ("Paloma

2. Scope of Engagement The Firm will represent and advise Quorum in all aspects of its response to the vendor-originated data security incident described above, including but not limited to the following workstreams. In providing these services, C&H will exercise independent professional judgment and act at all times in the best interests of Quorum as the Firm's client in this matter. 2.1 Incident Response Coordinati

3. Engagement Team The following attorneys will be primarily responsible for providing legal services to Quorum in connection with this matter: Kevin Ostrowski will serve as the Responsible Partner with overall supervisory responsibility for the engagement. Mr. Ostrowski will serve as the primary point of contact for Quorum's General Counsel and incident response team and will be responsible for the strategic directi

4. Billing Rates and Fee Arrangements 4.1 Hourly Rates The Firm's current standard hourly rates for the members of the engagement team assigned to this matter are as follows: These rates are effective as of January 1, 2023, and are subject to annual adjustment, typically effective January 1 of each calendar year. The Firm will provide Quorum with advance written notice of any rate adjustments no fewer than thirty (30

5. Matter Number All time entries, disbursements, correspondence, and other records related to this engagement should reference Calderwood & Harkness Matter Number 1025-00006. Quorum is requested to include this matter number on all correspondence and communications directed to the Firm in connection with this matter to facilitate efficient matter management and billing.

6. Privilege and Confidentiality 6.1 Attorney-Client Privilege All communications between C&H and Quorum in connection with this engagement are intended to be, and should be treated as, privileged and confidential attorney-client communications. The attorney-client privilege belongs to Quorum as the client, and the Firm will take all reasonable steps to protect the confidentiality of communications and work product g

7. Conflicts of Interest The Firm has conducted a comprehensive conflicts check in connection with this engagement and has identified no conflicts of interest that would prevent C&H from undertaking this representation. Specifically, C&H does not currently represent Palomar Data Solutions, Inc., Mercer, Haight & Dunlop LLP, or any other party whose interests are adverse to Quorum in connection with this matter. C&H i

8. Document Retention The Firm maintains document retention policies that govern the storage and disposition of client files and records. Upon the conclusion of this engagement, C&H will retain the Firm's files relating to this matter for a period consistent with the Firm's standard retention policies, after which the Firm may destroy such files without further notice to Quorum, unless Quorum has requested the return

9. Limitation of Engagement The scope of this engagement is limited to the matters described in Section 2 of this letter. C&H is not engaged to provide tax advice, accounting services, or business consulting services in connection with this matter. The Firm's advice and services will be limited to legal counsel in connection with the Palomar data security incident and the workstreams described herein. This engagement

10. Termination Either party may terminate this engagement upon written notice to the other party. Quorum may terminate the engagement at any time and for any reason by providing written notice to the Firm. C&H may withdraw from the engagement in accordance with the applicable rules of professional conduct, including situations where continued representation would require the Firm to violate applicable ethical rules

11. Governing Law This engagement letter and the terms and conditions set forth herein shall be governed by and construed in accordance with the laws of the District of Columbia, without regard to its conflict of laws principles.

12. Acceptance and Execution We are grateful for Quorum's confidence in selecting Calderwood & Harkness LLP to serve as outside counsel in this important matter. We are committed to providing the highest quality legal services and to working collaboratively with Quorum's internal team to achieve the best possible outcome. Please confirm Quorum's acceptance of the terms of this engagement by having Thomas R. Whitfield