Contract analysis

Section 1.01 — Defined Terms As used in this Note Purchase Agreement (this "Agreement"), the following terms shall have the meanings set forth below: "Account Control Agreement" means the Account Control Agreement dated as of the Closing Date among the Issuer, Calvoneth Trust Company, N.A., as Securities Intermediary, and Calvoneth Trust Company, N.A., as Trustee, as the same may be amended, restated, supplemented, o

Section 1.02 — Rules of Construction (a) Unless the context otherwise requires, all capitalized terms defined in this Agreement shall have the meanings assigned to them herein when used in any certificate, report, or other document made or delivered pursuant hereto. Terms defined in the UCC and not otherwise defined herein shall have the meanings ascribed to them in the UCC. (b) The headings and captions contained in

ARTICLE II — PURCHASE AND SALE OF NOTES

Section 2.01 — Agreement to Purchase Subject to the terms and conditions set forth in this Agreement, the Initial Purchaser hereby agrees to purchase from the Issuer, and the Issuer hereby agrees to sell to the Initial Purchaser, on the Closing Date, the following Notes: (a) $375,000,000 aggregate principal amount of Class A Notes; (b) $75,000,000 aggregate principal amount of Class B Notes; and (c) $35,000,000 aggre

Section 2.02 — Purchase Price The purchase price to be paid by the Initial Purchaser for each class of Notes shall be as follows: (a) Class A Notes: 100% of par ($375,000,000), minus the Class A Placement Fee of $1,125,000, for a net purchase price of $373,875,000; (b) Class B Notes: 100% of par ($75,000,000), minus the Class B Placement Fee of $337,500, for a net purchase price of $74,662,500; and (c) Class C Notes:

Section 2.03 — Closing (a) The closing of the purchase and sale of the Notes (the "Closing") shall take place on the Closing Date at the offices of Calderwood & Harkness LLP, 601 Lexington Avenue, New York, NY 10022, or at such other place as the Issuer, the Sponsor, and the Initial Purchaser may agree in writing. The Closing shall commence at 10:00 a.m. (New York City time) on the Closing Date, or at such other time

Section 2.04 — Placement Fees (a) As compensation for its services hereunder, the Issuer shall pay to the Initial Purchaser the following placement fees (each, a "Placement Fee" and, collectively, the "Placement Fees"), which shall be deducted from the applicable purchase price at the Closing: (i) Class A Placement Fee: 0.30% of the aggregate principal amount of the Class A Notes, equal to $1,125,000 (0.30% × $375,00

Section 2.05 — Offering (a) The Initial Purchaser hereby agrees that it will offer and sell the Notes only: (i) in the United States, to persons whom the Initial Purchaser reasonably believes to be Qualified Institutional Buyers, in reliance on the exemption from the registration requirements of the Securities Act provided by Rule 144A; and (ii) outside the United States, in offshore transactions in reliance on the e

Section 2.06 — Denominations (a) The Notes shall be issued in minimum denominations of $250,000 and integral multiples of $1,000 in excess thereof. (b) The Notes shall be issued in book-entry form only and shall be represented by one or more global certificates deposited with, or on behalf of, DTC and registered in the name of Cede & Co., as nominee for DTC, or in such other name as DTC may direct. Beneficial interes

ARTICLE III — REPRESENTATIONS AND WARRANTIES OF THE ISSUER The Issuer hereby makes the following representations and warranties to the Initial Purchaser as of the date hereof and as of the Closing Date (except where a representation or warranty is stated to be made as of a specific date, in which case such representation or warranty is made only as of such date):

Section 3.01 — Organization and Good Standing (a) Quorum Receivables Funding 2022-1 LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Issuer was formed on August 3, 2022, and is registered with the Delaware Secretary of State under File No. 7894231. The Issuer's registered agent in the State of Delaware is Ashgrove Services Inc., 28

Section 3.02 — Authorization; No Conflict (a) The execution, delivery, and performance by the Issuer of this Agreement and each Transaction Document to which the Issuer is a party have been duly authorized by all necessary limited liability company action of the Issuer, including the approval of the independent manager, Timothy R. Callan of Fortbridge Corporate Services LLC, as required by the Issuer's limited liabil

Section 3.03 — Enforceability This Agreement and each Transaction Document to which the Issuer is a party constitutes a legal, valid, and binding obligation of the Issuer, enforceable against the Issuer in accordance with its respective terms, except as the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, receivership, reorganization, moratorium, or other similar laws affecting the enfo

Section 3.04 — No Registration Required Assuming the accuracy of the representations and warranties of the Initial Purchaser set forth in Article V hereof, the offer and sale of the Notes in the manner contemplated by this Agreement are exempt from the registration requirements of the Securities Act pursuant to Rule 144A and Regulation S. No registration of the Notes under the Securities Act and no qualification of t

Section 3.05 — Offering Memorandum (a) The Offering Memorandum, as of its date and as of the Closing Date, does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Notwithstanding the foregoing, the Issuer makes no representation or warranty

Section 3.06 — Receivables Pool As of the Cut-Off Date (June 30, 2022): (a) The Initial Pool Balance was $612,000,000, comprising approximately 82,400 insurance premium finance loans, with an average loan balance of approximately $7,427. (b) All Receivables in the pool are Eligible Receivables and satisfy each of the eligibility criteria set forth in Section 2.06 of the Receivables Sale Agreement. (c) Each Receivable

Section 3.07 — True Sale (a) The transfer of Receivables from QPF to QRH under the Receivables Sale Agreement constitutes a true sale of such Receivables for all purposes, including for purposes of the UCC and the United States Bankruptcy Code, and does not constitute a secured financing, a pledge, or a grant of a security interest by QPF to QRH. (b) The transfer of Receivables from QRH to the Issuer under the Receiv

Section 3.08 — Security Interest (a) The Grant of Security Interest creates a valid and enforceable first-priority security interest in favor of the Trustee, for the benefit of the Noteholders, in all collateral of the Issuer described therein, including all Receivables, all collections thereon, all amounts on deposit in the Collection Account, the Payment Account, the Reserve Account, and the Liquidity Reserve Accou

Section 3.09 — Bankruptcy Remoteness (a) The Issuer has complied and will continue to comply in all respects with all separateness covenants contained in its LLC Agreement, including, without limitation, maintaining its existence as a separate legal entity from any other person. (b) The Issuer has an independent manager, Timothy R. Callan, appointed by Fortbridge Corporate Services LLC, whose affirmative vote is requ

Section 3.10 — Tax Status (a) The Issuer has obtained Employer Identification Number 88-1247653 from the Internal Revenue Service. (b) The Notes are intended to be treated as debt for United States federal income tax purposes, and the Issuer has not taken and will not take any position inconsistent therewith for federal, state, or local income tax purposes. (c) The Issuer is intended to be treated as a disregarded en

Section 3.11 — Compliance with Laws The Issuer is in compliance in all material respects with all applicable federal, state, and local laws, regulations, rules, and orders material to its business and to the transactions contemplated by this Agreement and the other Transaction Documents.

Section 3.12 — No Litigation No litigation, proceeding, investigation, or inquiry by or before any court, arbitrator, governmental body, or regulatory authority is pending or, to the knowledge of the Issuer, threatened against the Issuer, the outcome of which would reasonably be expected to (i) materially and adversely affect the transactions contemplated hereby or by any other Transaction Document, or (ii) materiall

Section 3.13 — ERISA The Issuer is not and will not be an "employee benefit plan" as defined in Section 3(3) of ERISA or a "plan" as defined in Section 4975(e)(1) of the Internal Revenue Code, and none of the assets of the Issuer constitute or will constitute "plan assets" of any such plan within the meaning of the regulations issued by the United States Department of Labor at 29 C.F.R. Section 2510.3-101, as modifie

Section 3.14 — Investment Company Act The Issuer is not, and after giving effect to the offering and sale of the Notes and the application of the proceeds thereof as described in the Offering Memorandum, will not be required to register as an "investment company" as defined in, or subject to regulation under, the Investment Company Act of 1940, as amended. The Issuer will monitor its activities and the composition of

Section 3.15 — Solvency After giving effect to the transactions contemplated by this Agreement and the other Transaction Documents, including the issuance of the Notes and the application of the proceeds thereof, the Issuer (i) will be solvent, (ii) will have adequate capital to carry on its business as presently conducted and as contemplated to be conducted, (iii) will not have incurred debts beyond its ability to p

Section 3.16 — Ratings (a) Preliminary ratings have been assigned by the Rating Agencies as follows: (b) The preliminary rating assigned by Brindoval was issued under Engagement No. CR-SF-2022-08812, and the preliminary rating assigned by Pinnacle was issued under Engagement No. PRS-2022-ABS-3347. (c) The Issuer is not aware of any facts or circumstances that would cause either Rating Agency to downgrade, qualify, or

Section 3.17 — Accounts The Collection Account, the Payment Account, the Reserve Account, and the Liquidity Reserve Account have each been duly established and are maintained with Calvoneth Trust Company, N.A., as Securities Intermediary, pursuant to and in accordance with the Indenture and the Account Control Agreement. Each such account is a "securities account" within the meaning of the UCC, and Calvoneth Trust Co

Section 3.18 — Absence of Certain Changes Since the Cut-Off Date (June 30, 2022), there has been no material adverse change in the business, financial condition, operations, or prospects of the Issuer, or in the value or collectibility of the Receivables, and no event has occurred that, individually or in the aggregate, would reasonably be expected to result in such a material adverse change.

ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF THE SPONSOR The Sponsor hereby makes the following representations and warranties to the Initial Purchaser as of the date hereof and as of the Closing Date (except where a representation or warranty is stated to be made as of a specific date, in which case such representation or warranty is made only as of such date):

Section 4.01 — Organization and Good Standing (a) Quorum Insurance Holdings Corp. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. QIH is publicly traded on the New York Stock Exchange under the ticker symbol "QIHC." (b) QIH's principal office is located at 400 Atlantic Street, Suite 2200, Stamford, CT 06901. (c) QIH's Employer Identification Number is 8

Section 4.02 — Authorization; No Conflict (a) The execution, delivery, and performance by QIH of this Agreement, the Performance Guaranty, and each other Transaction Document to which QIH is a party have been duly authorized by all necessary corporate action, including approval by the Board of Directors of QIH, as certified by the Secretary's Certificate dated July 27, 2022. The authorized signatories of QIH with res

Section 4.03 — Enforceability This Agreement and each Transaction Document to which QIH is a party constitutes a legal, valid, and binding obligation of QIH, enforceable against QIH in accordance with its respective terms, except as the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, receivership, reorganization, moratorium, or other similar laws affecting the enforcement of creditors'

Section 4.04 — Financial Condition (a) QIH's consolidated revenue for the fiscal year ended December 31, 2021, was $3,800,000,000. (b) QIH's audited consolidated financial statements, audited by Meridian Ledger LLP (PCAOB-registered; engagement partner: Robert Falcone), fairly present, in all material respects, the consolidated financial condition and results of operations of QIH and its subsidiaries as of the dates

Section 4.05 — QPF Business (a) Quorum Premium Finance LLC is a wholly owned subsidiary of QIH, organized as a limited liability company under the laws of the State of Delaware. QPF originates and services insurance premium finance loans to commercial policyholders across all fifty (50) states of the United States. (b) QPF's total receivables portfolio as of the date hereof is approximately $2,100,000,000, with an av

Section 4.06 — Depositor (a) Quorum Receivables Holding LLC is a wholly owned subsidiary of QPF, organized as a limited liability company under the laws of the State of Delaware (Delaware Secretary of State File No. 7894228). QRH was formed on August 3, 2022. (b) QRH is a bankruptcy-remote intermediate special purpose vehicle with an independent manager, Eleanor M. Vasquez of Fortbridge Corporate Services LLC, whose

Section 4.07 — Risk Retention (a) QIH, as Sponsor, will retain an economic interest in the securitized assets in compliance with the credit risk retention requirements of Section 941 of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the implementing rules promulgated thereunder (17 C.F.R. Part 246). (b) The Sponsor will retain a horizontal interest through the $15,000,000 Overcollateralization Amou

Section 4.08 — Offering Memorandum (Sponsor Information) All information furnished by or on behalf of QIH, QPF, or QRH for inclusion in the Offering Memorandum, including information regarding the Sponsor, the Originator/Servicer, the Receivables pool characteristics, and historical performance data, is true and correct in all material respects as of its date and as of the Closing Date and does not contain any untrue

Section 4.09 — No Material Adverse Change Since December 31, 2021, there has been no material adverse change in the business, financial condition, operations, or prospects of QIH or QPF, and no event has occurred that, individually or in the aggregate, would reasonably be expected to result in such a material adverse change.

Section 4.10 — Litigation No litigation, proceeding, investigation, or inquiry by or before any court, arbitrator, governmental body, or regulatory authority is pending or, to the knowledge of QIH, threatened against QIH or QPF, the outcome of which would reasonably be expected to materially and adversely affect the transactions contemplated hereby or the ability of QIH or QPF to perform their respective obligations

Section 4.11 — Compliance with Laws QIH and QPF are in compliance in all material respects with all applicable laws, rules, regulations, and orders, including premium finance licensing requirements in all fifty (50) states, applicable usury laws, and consumer protection regulations, in each case to the extent material to the transactions contemplated hereby.

Section 4.12 — Tax Representations (a) The transfer of Receivables from QPF to QRH under the Receivables Sale Agreement and the transfer of Receivables from QRH to the Issuer under the Receivables Transfer Agreement each constitutes a true sale for United States federal income tax purposes. (b) QIH complies with all applicable withholding requirements under FATCA and has implemented policies and procedures designed t

ARTICLE V — REPRESENTATIONS AND WARRANTIES OF THE INITIAL PURCHASER The Initial Purchaser hereby makes the following representations and warranties to the Issuer and the Sponsor as of the date hereof and as of the Closing Date:

Section 5.01 — Organization Ridgeline Capital Markets LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. Ridgeline is registered as a broker-dealer with the United States Securities and Exchange Commission and is a member of the Financial Industry Regulatory Authority. Ridgeline's principal office is located at 383 Madison Avenue, 14th Fl

Section 5.02 — Authorization Ridgeline has all necessary limited liability company power and authority to execute, deliver, and perform its obligations under this Agreement. The execution, delivery, and performance of this Agreement by Ridgeline have been duly authorized by all necessary limited liability company action. This Agreement has been duly executed and delivered by Ridgeline and constitutes a legal, valid,

Section 5.03 — Qualified Institutional Buyer Status Ridgeline confirms that it is a Qualified Institutional Buyer within the meaning of Rule 144A under the Securities Act, or is acting for the account of one or more QIBs, and is acquiring the Notes for investment purposes and not with a view to any distribution thereof other than in compliance with the Securities Act and this Agreement.

Section 5.04 — No General Solicitation Ridgeline has not engaged in and will not engage in any form of general solicitation or general advertising (within the meaning of Rule 502(c) under the Securities Act) in connection with the offering of the Notes, including but not limited to (i) any advertisement, article, notice, or other communication published in any newspaper, magazine, or similar medium or broadcast over

Section 5.05 — Resale Restrictions (a) Ridgeline acknowledges that the Notes have not been registered under the Securities Act and that the Notes may not be offered, sold, pledged, or otherwise transferred except in compliance with the Securities Act and applicable state securities laws. (b) Ridgeline agrees that it will offer and resell the Notes only: (i) to persons whom it reasonably believes to be Qualified Insti

Section 5.06 — Initial Purchaser Information Ridgeline confirms that the only information furnished by it or on its behalf for inclusion in the Offering Memorandum (the "Initial Purchaser Information") consists of the paragraphs identified on Schedule C hereto, which relate solely to the Initial Purchaser's role, compensation, and stabilization activities, if any, in connection with the offering.

Section 5.07 — Independent Investigation Ridgeline acknowledges that it has independently investigated and evaluated and is satisfied with the Receivables pool, the Issuer, the Sponsor, the Originator, the Servicer, the Transaction Documents, and the terms and conditions of the Notes. Ridgeline is not relying on the Issuer, the Sponsor, or any of their respective affiliates, directors, officers, employees, agents, or

ARTICLE VI — COVENANTS OF THE ISSUER AND THE SPONSOR Each of the Issuer and the Sponsor hereby covenants and agrees with the Initial Purchaser as follows:

Section 6.01 — Use of Proceeds The net proceeds from the sale of the Notes shall be used by the Issuer solely to acquire insurance premium finance receivables from QRH pursuant to the Receivables Transfer Agreement. QRH shall use the proceeds of such transfer to acquire such Receivables from QPF pursuant to the Receivables Sale Agreement. Neither the Issuer nor the Sponsor shall use, or permit the use of, any portion

Section 6.02 — Offering Memorandum Updates (a) The Issuer and the Sponsor shall promptly notify the Initial Purchaser of any event occurring, or any information becoming known to the Issuer or the Sponsor, prior to the Closing Date that would cause the Offering Memorandum (as then supplemented or amended) to contain an untrue statement of a material fact or to omit to state a material fact necessary in order to make

Section 6.03 — No Integration Neither the Issuer nor the Sponsor shall, and each shall cause its respective affiliates not to, sell, offer for sale, or solicit offers to buy, or otherwise negotiate in respect of, any security (as defined in the Securities Act) that would be integrated with the sale of the Notes in a manner that would require the registration of the Notes under the Securities Act or the qualification

Section 6.04 — No General Solicitation None of the Issuer, the Sponsor, or any person acting on their behalf shall engage in any form of general solicitation or general advertising (within the meaning of Rule 502(c) under the Securities Act) in connection with any offer or sale of the Notes.

Section 6.05 — DTC Eligibility The Issuer shall cooperate with the Initial Purchaser and DTC to permit the Notes to be eligible for clearance and settlement through the facilities of DTC, including the execution and delivery of any letters of representation or other documents that may be required by DTC.

Section 6.06 — Rating Agency Confirmation The Issuer and the Sponsor shall use commercially reasonable efforts to obtain, on or prior to the Closing Date, final ratings from each of the Rating Agencies confirming the preliminary ratings assigned to each class of Notes, as follows: Class A Notes — AAA(cr) from Brindoval and Aaa(p) from Pinnacle; Class B Notes — A(cr) from Brindoval and A1(p) from Pinnacle; and Class C

Section 6.07 — Blue Sky Compliance The Issuer shall furnish to the Initial Purchaser such information and documents as the Initial Purchaser may reasonably request for purposes of compliance with applicable state securities laws (commonly known as "Blue Sky laws"), including any filings, applications, consents, or approvals required in connection with the offering and sale of the Notes in any applicable jurisdiction.

Section 6.08 — Reporting The Sponsor shall cause QPF, as Servicer, to furnish monthly servicer reports to the Trustee, the Initial Purchaser, the Rating Agencies, and the Noteholders in accordance with the requirements of the Servicing Agreement, including information regarding collections, delinquencies, defaults, losses, pool composition, and compliance with performance triggers and concentration limits. Such repor

Section 6.09 — Preservation of Bankruptcy Remoteness The Issuer and the Sponsor shall cause the Issuer and QRH to comply at all times with all separateness covenants contained in their respective LLC Agreements, including, without limitation, (i) maintaining separate bank accounts, books, records, and financial statements, (ii) refraining from commingling assets with those of any other person, (iii) maintaining adequ