Contract analysis

I. Introduction and Purpose of Letter Calderwood & Harkness LLP writes on behalf of its client, Quorum Insurance Holdings Corp. ("QIH"), a Delaware corporation (NYSE: QIHC), with its principal offices located at 400 Atlantic Street, Suite 2200, Stamford, Connecticut 06901. We have been authorized by QIH to deliver this letter to Ridgeline Capital Markets LLC ("Ridgeline") in connection with the matters described belo

II. Background and Market Conditions Precipitating Suspension As you are aware, the transaction was launched in June 2022 following QIH management's assessment that favorable market conditions presented an opportunity to securitize a portion of QPF's insurance premium finance receivables portfolio. Calderwood & Harkness was retained as issuer's counsel on June 28, 2022, pursuant to an engagement letter executed on th

III. Formal Notification of Suspension Based on the foregoing, QIH hereby instructs Ridgeline Capital Markets LLC to take the following actions immediately upon receipt of this letter: (a) Cessation of Marketing Activities. Ridgeline shall immediately cease all investor marketing activities in connection with the QRF 2022-1 Notes offering. This instruction applies to all forms of investor outreach, whether conducted

IV. Status of Transaction Documents As noted above, the core transaction documentation reached near-final or execution draft status as of October 12, 2022, and remains in that condition as of the date hereof. For the record, and for the benefit of all parties in the event of a future reactivation, we set forth below the current status of the principal transaction documents: A. Transaction Agreements: (i) Indenture (e

V. Preliminary Ratings and Rating Agency Engagement The preliminary credit ratings assigned by Brindoval Ratings Inc. (Engagement No. CR-SF-2022-08812) and Pinnacle Rating Services LLC (Engagement No. PRS-2022-ABS-3347) remain in preliminary status as of the date hereof. These preliminary ratings were issued subject to receipt of final documentation, satisfaction of closing conditions, and confirmation of final pool

VI. Fees and Expenses We note that the placement fees payable to Ridgeline under the Note Purchase Agreement were structured as follows and were in each case contingent upon the successful closing of the Offering: Because the Offering has been suspended and closing will not occur, the placement fees set forth above are not payable and no obligation to pay such fees has arisen or will arise unless and until the Offeri

VII. Confidentiality We take this opportunity to remind Ridgeline of its confidentiality obligations with respect to the transaction, QIH's financial information, the receivables pool data, and all non-public information received by Ridgeline and its personnel in connection with the proposed Offering. These obligations arise under both the Confidentiality Agreement between QIH and Ridgeline dated July 1, 2022 (the "N

VIII. Reactivation and Reservation of Rights QIH expressly reserves the right to reactivate the Offering and re-engage Ridgeline as structuring agent and lead bookrunner upon improvement of market conditions, at such time and on such terms as QIH may determine in its sole discretion. Any reactivation of the Offering would be subject to, among other things: (a) updated pool data, as the initial pool as of the June 30,

IX. Contact Information and Next Steps For any questions regarding this notification or the matters set forth in this letter, Ridgeline should contact the following individuals: Douglas Carmichael Partner Calderwood & Harkness LLP 601 Lexington Avenue New York, NY 10022 Telephone: (212) 848-4127 Email: dcarmichael@calderwoodharkness.com Nolan Whitford General Counsel Quorum Insurance Holdings Corp. 400 Atlantic Stree