Contract analysis

1. Introduction and Purpose of Letter Calderwood & Harkness LLP ("Calderwood & Harkness" or "we") serves as issuer's counsel to Quorum Insurance Holdings Corp. ("QIH" or the "Company") and its subsidiaries in connection with the proposed $500,000,000 asset-backed securities issuance (the "Transaction") by Quorum Receivables Funding 2022-1 LLC ("QRF 2022-1"), a bankruptcy-remote Delaware limited liability company and

2. Transaction Summary For the benefit of the full Board, and to provide context for the analysis that follows, we briefly summarize the key features of the Transaction. Structure Overview The Transaction is structured as a Rule 144A / Regulation S private placement of three tranches of notes (collectively, the "Notes") issued by QRF 2022-1. QRF 2022-1 is a Delaware limited liability company organized as a bankruptcy

3. Market Conditions and Spread Widening Analysis The core basis for our recommendation to shelve the Transaction is the significant and sustained widening of credit spreads in the ABS market generally, and in the insurance premium finance ABS subsector specifically, that has occurred since the inception of the engagement. This section summarizes the relevant market data and presents the spread widening analysis. 3.1

4. Sunk Costs to Date A critical consideration in the Board's decision-making process is the magnitude of costs already incurred in connection with the Transaction. We set forth below a detailed accounting of estimated sunk costs through the date of this letter. Total estimated sunk costs are approximately $2,555,000, broken down into the following categories. 4.1 Legal Fees (Calderwood & Harkness LLP) Accrued legal

5. Analysis of Alternatives We have considered three principal alternatives available to the Board at this juncture. We address each in turn. 5.1 Proceed at Current Spread Levels The first alternative is to proceed with the Transaction at the indicative pricing levels communicated by Ridgeline on November 2, 2022. We do not recommend this course of action. As demonstrated in Section 3.4 above, the indicative all-in W

6. Recommended Steps to Preserve Optionality for Future Relaunch If the Board elects to adopt our recommendation and shelve the Transaction, we recommend that the following steps be taken to preserve the work product, structural infrastructure, and counterparty relationships developed in connection with the Transaction, thereby facilitating an efficient relaunch at the appropriate time. 6.1 Documentation Preservation

7. Recommendation Based on the foregoing analysis, Calderwood & Harkness LLP respectfully recommends that the Board of Directors of Quorum Insurance Holdings Corp. authorize the shelving of the $500,000,000 QRF 2022-1 insurance premium finance asset-backed securities offering effective immediately. Specifically, we recommend that the Transaction be placed in dormant status, with all documentation, SPV structures, and

8. Closing Matters This letter is provided for the information of the Board of Directors of Quorum Insurance Holdings Corp. and is not intended as, and should not be construed as, investment advice or a recommendation regarding any particular course of action beyond the legal and structural preservation steps described herein. Calderwood & Harkness is engaged as legal counsel to QIH in connection with this Transactio