Contract analysis

1. Transaction Overview and Scope of Engagement Calderwood & Harkness LLP was retained as issuer's counsel effective June 28, 2022, in connection with the structuring and execution of a $500,000,000 asset-backed securitization of insurance premium finance receivables on behalf of Quorum Insurance Holdings Corp. and its affiliates. This memorandum sets forth the proposed staffing plan and budget estimate for the engag

1. SPV Formation and Corporate Governance. Formation of QRF 2022-1 and QRH as Delaware limited liability companies; preparation of certificates of formation, limited liability company agreements with bankruptcy-remoteness provisions, separateness covenants, and non-petition clauses; negotiation of independent manager agreements with Fortbridge Corporate Services LLC; preparation and coordination of corporate authoriz

2. Structuring Advice. Advice on capital structure, credit enhancement levels, payment waterfall mechanics, early amortization triggers, and reserve fund structures, in coordination with Ridgeline Capital Markets LLC and the rating agencies.

3. Transaction Document Drafting and Negotiation. Drafting and negotiation of all core transaction documents, including the indenture, receivables sale agreement, receivables transfer agreement, servicing agreement, back-up servicing agreement, note purchase agreement, liquidity facility agreement, account control agreement, custodian agreement, grant of security interest / pledge agreement, performance guaranty, and

4. Offering Memorandum and Investor Materials. Preparation of the preliminary and final offering memoranda, investor presentation materials, roadshow scripts, and related investor communications.

5. Legal Opinions. Preparation and delivery of all legal opinions required for the transaction, including true sale opinions (at each transfer level), enforceability opinions, security interest perfection opinions (UCC Article 9), tax characterization opinions (debt treatment of notes and disregarded entity status of QRF 2022-1), no registration required opinions (Rule 144A / Regulation S), Delaware LLC valid formati

6. UCC Perfection and Filing. Analysis of the proper characterization of the receivables under the Uniform Commercial Code, preparation of UCC-1 financing statements at each transfer level, priority analysis, and coordination of filings with the Delaware Secretary of State.

7. Regulatory Compliance Analysis. Preparation of memoranda addressing the applicability of Regulation AB II, the Volcker Rule, Dodd-Frank risk retention requirements, and state insurance premium finance licensing requirements.

8. Rating Agency Engagement Support. Preparation of presentation materials for Brindoval Ratings Inc. and Pinnacle Rating Services LLC; support through the preliminary and final rating processes; preparation of responses to rating agency criteria and information requests.

9. Tax Structuring. Federal income tax characterization analysis, FATCA compliance analysis, and state tax nexus analysis (led by Sylvia Hartwell, specialist tax partner).

10. Diligence Support. Review of receivables pool data and eligibility criteria, insurance carrier counterparty analysis, servicer operational diligence, and coordination with the verification agent.

11. Closing Coordination. Preparation of master closing checklists, coordination of conditions precedent, preparation of closing certificates, execution and delivery of final documents and opinions, and post-closing compilation and blue-sky compliance.

2. Staffing Plan 2.1 Engagement Team Members The engagement will be staffed with a team that balances senior-level strategic oversight with the capacity for intensive document production and deal execution. Set forth below is a description of each team member's role, anticipated contributions, and estimated hour commitment. Douglas Carmichael — Responsible Partner. Practice Group: Litigation (General). Mr. Carmichael

3. Budget Estimate 3.1 Total Estimated Legal Fees Based on the staffing plan described in Section 2, the scope of work outlined in Section 1, and our experience with comparable insurance premium finance ABS transactions, we estimate that total professional fees for Calderwood & Harkness's engagement on this matter will be approximately $2,800,000. This estimate covers all phases of the engagement from initial structu

1. True sale opinion (QPF → QRH) — opining that the transfer of receivables from QPF to QRH constitutes a true sale and not a secured loan.

2. True sale opinion (QRH → QRF 2022-1) — opining that the transfer of receivables from QRH to QRF 2022-1 constitutes a true sale and not a secured loan.

3. Enforceability opinion (Indenture and Notes) — opining that the indenture and the notes constitute the legal, valid, and binding obligations of QRF 2022-1, enforceable in accordance with their terms.

4. Security interest perfection opinion (UCC Article 9) — opining that the UCC-1 financing statements, when properly filed, will perfect a first-priority security interest in the receivables and related collateral.

5. Tax characterization opinion (debt treatment; QRF 2022-1 as disregarded entity) — prepared by Sylvia Hartwell — opining that the notes will be treated as indebtedness for federal income tax purposes and that QRF 2022-1 will be treated as a disregarded entity.

6. No registration required opinion (Rule 144A / Regulation S) — opining that the offering and sale of the notes in accordance with the procedures described in the offering memorandum is exempt from the registration requirements of the Securities Act.

7. Delaware LLC valid formation and authorization opinion (QRF 2022-1) — opining that QRF 2022-1 has been duly formed as a Delaware limited liability company and has the requisite power and authority to enter into the transaction documents.

8. Delaware LLC valid formation and authorization opinion (QRH) — opining that QRH has been duly formed as a Delaware limited liability company and has the requisite power and authority to enter into the transaction documents. • Non-consolidation opinions. Preparation of draft non-consolidation opinions for QRF 2022-1 and QRH, opining that the assets of each entity would not be substantively consolidated with those o

4. Budget Assumptions and Caveats The budget estimate set forth in this memorandum is based on a number of assumptions and is subject to the following caveats:

1. Timeline. The budget assumes a transaction timeline of approximately five to six months from the date of engagement (June 28, 2022) to closing, with a target closing in late November or early December 2022. Significant delays in the transaction timeline—whether caused by market disruption, regulatory developments, rating agency process delays, counterparty unresponsiveness, or other factors—may increase the total

2. Negotiation Assumptions. The budget assumes a single round of substantive negotiation on the core transaction documents with Calloway & Brandt LLP (underwriter's counsel) and Ashfield & Greer LLP (trustee's counsel), followed by resolution of open points and conforming of execution drafts. Additional rounds of substantive negotiation could increase Phase 3 costs materially.

3. Rating Agency Process. The budget assumes a smooth and timely rating agency process, with preliminary ratings achieved by the end of August 2022. Significant re-structuring demands by Brindoval Ratings Inc. or Pinnacle Rating Services LLC—such as requirements for additional credit enhancement, modified early amortization triggers, or fundamental changes to the capital structure—could increase costs across multiple

4. No Litigation or Enforcement. The budget does not include any contingency for litigation, enforcement actions, workout scenarios, or disputes arising from or in connection with the transaction. Any such matters would be scoped and budgeted separately.

5. Client Cooperation. The budget assumes timely cooperation and responsiveness from the QIH in-house legal team, including Nolan Whitford (General Counsel) and Sandra Ling-Hwang (Manager of QPF), and from QPF's operations, finance, and IT teams in connection with data requests, diligence information, and review of documents. Delays in client responses may result in increased costs due to inefficiency, rework, or the

6. Transaction Suspension or Cancellation. In the event that the transaction is delayed, shelved, or cancelled, fees will be billed for work performed through the date of suspension. All work product generated will be preserved in the matter files for potential future reactivation of the transaction.

7. Material Scope Changes. Any material change in the size of the transaction (e.g., an increase or decrease in the aggregate principal amount of notes), the structure of the transaction (e.g., additional tranches, a revolving structure, or a master trust format), or the applicable regulatory landscape (e.g., new SEC rulemaking affecting securitization disclosure or retention requirements) may require a revision of t

8. Billing Procedures. Billing will be on a monthly basis, with invoices prepared on a time-incurred basis reflecting the hours recorded by each timekeeper during the applicable billing period. Interim fee statements will be directed to Francesca Morano for review and approval before transmission to Nolan Whitford and Priya Raghavan at QIH for payment.

5. Key Counterparty Counsel and Coordination Given the number of parties involved in this transaction and the complexity of the documentation, a significant portion of the engagement team's time—particularly during Phases 3 and 4—will be devoted to coordination and negotiation with counterparty counsel and other transaction participants. The following sets forth the anticipated volume and nature of interaction with e

6. Approval and Distribution This memorandum is prepared solely for the internal use of Calderwood & Harkness LLP and is subject to the attorney-client privilege and the attorney work product doctrine. It is not intended for distribution to the client or to any third party. I respectfully request that Francesca Morano review and concur in the staffing plan and budget estimate set forth herein before the budget estima