Contract analysis

1. Client Identification Client Full Legal Name: Quorum Insurance Holdings Corp. Short Name / Abbreviation: "QIH" or "Quorum" Entity Type: Corporation organized and existing under the laws of the State of Delaware. Public Company Status: Quorum Insurance Holdings Corp. is a publicly traded company listed on the New York Stock Exchange under the ticker symbol QIHC. As a reporting company under the Securities Exchange

2. Related Entities / Affiliated Parties The following entities are subsidiaries or affiliates of Quorum Insurance Holdings Corp. that are directly involved in the contemplated securitization transaction. The firm's engagement encompasses representation of each of these entities in connection with the transaction, as set forth in the engagement letter. 2.1 Quorum Premium Finance LLC ("QPF") Entity Type: Limited liabi

3. Matter Description 3.1 Matter Type Asset-Backed Securities Issuance — Structured Finance 3.2 Practice Area Structured Finance / Capital Markets 3.3 Transaction Summary Calderwood & Harkness LLP has been retained as issuer's counsel to structure and execute a $500,000,000 asset-backed securitization of insurance premium finance receivables on behalf of Quorum Insurance Holdings Corp. and its subsidiaries (collectiv

4. Firm Role and Scope of Engagement 4.1 Firm's Role Calderwood & Harkness LLP has been retained as Issuer's Counsel — that is, outside counsel to Quorum Insurance Holdings Corp. and its subsidiaries, including Quorum Premium Finance LLC ("QPF"), Quorum Receivables Holding LLC ("QRH"), and Quorum Receivables Funding 2022-1 LLC ("QRF 2022-1"), in all aspects of the securitization transaction described herein. The firm

5. Staffing The following attorneys have been assigned to this matter as of the date of this memorandum: Douglas Carmichael, Partner — Mr. Carmichael will serve as the Responsible Partner for the engagement and will have overall supervisory responsibility for all work product and client communications. Mr. Carmichael has extensive experience in structured finance transactions, including asset-backed securitizations a

6. Counterparties and Other Transaction Participants The following parties have been identified as counterparties, transaction participants, and other involved parties in connection with the contemplated securitization. Each of these parties was included in the conflicts check conducted by the Conflicts Committee, as referenced in Section 7 below. 6.1 Structuring Agent / Lead Bookrunner / Sole Placement Agent Ridgeli

7. Conflicts Clearance A comprehensive conflicts check was conducted by the firm's Conflicts Committee in accordance with the firm's standard conflicts clearance procedures. The Conflict Check Memorandum, dated June 27, 2022, confirmed that conflicts clearance has been obtained for the representation of Quorum Insurance Holdings Corp. and its subsidiaries (Quorum Premium Finance LLC, Quorum Receivables Funding 2022-1

8. Fee Arrangement and Budget 8.1 Fee Structure The firm's fees for services rendered in connection with this engagement will be calculated on an hourly basis at the firm's standard rate card, as set forth in the signed engagement letter dated June 28, 2022. Hourly rates are subject to the firm's annual rate adjustments and any client-specific rate arrangements negotiated in connection with the engagement. 8.2 Estima

9. Key Transaction Reference Numbers The following reference numbers and identifiers are associated with this matter and the contemplated transaction. These numbers should be used, as applicable, in all internal and external correspondence and filings related to the matter. CUSIP Numbers (Preliminary / Placeholder): The following CUSIP numbers have been obtained on a preliminary/placeholder basis for the three tranch

10. Anticipated Timeline The following is a preliminary timeline for the key milestones and workstreams in the transaction. All dates are targeted and are subject to change based on market conditions, rating agency timing, client and counterparty availability, and the progress of negotiations. The kick-off call is expected to include representatives of QIH (including Mr. Whitford, Ms. Raghavan, and Ms. Ling-Hwang), R

11. Administrative and Filing Instructions The following administrative instructions are provided for the Finance Department, the Office of General Counsel, and the firm's records and information management personnel: Matter Management System: The matter is to be opened in the firm's matter management system under the following classification: • Practice Area: Structured Finance / Capital Markets • Matter Number: 102

12. Signatures / Approvals This Matter Opening Memorandum has been prepared and reviewed in accordance with the firm's standard procedures for the opening of new client matters. Prepared by: DOUGLAS CARMICHAEL Partner, Structured Finance / Capital Markets Calderwood & Harkness LLP By: ________ Name: Douglas Carmichael Title: Responsible Partner Date: June 28, 2022 Approved by: FRANCESCA MORANO Partner, Structured Fin