Contract analysis

Section 1. Identity of Certifying Officer The undersigned officer delivering this Certificate is: Name: [__] Title: [__] [Note: Placeholder for authorized officer — to be filled in at closing. It is currently anticipated that the certifying officer will be Carolyn Whitford, General Counsel & Executive Vice President, or another authorized signatory designated by the Board of Directors of the Company in the Authorizin

Section 2. Authority and Authorization The undersigned hereby certifies that the Board of Directors of the Company has duly adopted resolutions (the "Authorizing Resolutions") at a meeting of the Board of Directors duly called and held on [__], at which a quorum was present and acting throughout, authorizing the execution, delivery, and performance by the Company of the MDLA and all ancillary documents, instruments,

Section 3. Certification as to Representations and Warranties The undersigned hereby certifies that each of the representations and warranties made by the Company in Article [__] of the MDLA is true and correct in all material respects as of the date of the MDLA and as of the date of this Certificate, with the same force and effect as though such representations and warranties had been made on and as of the date of t

Section 4. Certification as to Satisfaction of Conditions Precedent The undersigned hereby certifies that all conditions precedent to the effectiveness of the MDLA set forth in Section [__] of the MDLA that are required to be satisfied by or on behalf of the Company on or prior to the Effective Date have been duly and fully satisfied (or, to the extent applicable, waived by Meridian in writing), including without lim

Section 5. Certification as to No Material Adverse Change The undersigned hereby certifies that, since the date of the MDLA (or, if earlier, since [__], 20[], the reference date specified in Section [__] of the MDLA), no event, circumstance, development, change, condition, occurrence, or effect has occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effe

Section 6. Incumbency Certification The undersigned hereby certifies the name, title, and specimen signature of each officer of the Company who has been duly authorized, pursuant to the Authorizing Resolutions, to execute and deliver the Transaction Documents on behalf of the Company. Each person identified in the table below has been duly elected or appointed to the office set forth opposite his or her name, is qual

Section 7. No Defaults or Violations The undersigned hereby certifies that: (a) No Default or Event of Default (as such terms are defined in the MDLA) has occurred and is continuing under the MDLA as of the date of this Certificate. (b) The execution, delivery, and performance of the Transaction Documents by the Company does not and will not: (i) violate any provision of the Company's Certificate of Incorporation (as

Section 8. Reliance The undersigned acknowledges and confirms that (a) Meridian Credit intelligence, Inc. is relying on the certifications, representations, and statements contained in this Certificate in connection with the consummation of the transactions contemplated by the MDLA, including without limitation the licensing of consumer and commercial credit data products to the Company, and (b) such reliance is a ma

Section 9. Knowledge Qualifier For purposes of this Certificate, the certifications and statements made herein to the "knowledge" of the undersigned, or qualified by reference to the "knowledge" of the undersigned or of the Company, shall mean the actual knowledge of the undersigned after due inquiry, including due inquiry of the following officers and senior employees of the Company: (a) Carolyn Whitford, General Co

1. Master Data License Agreement, dated as of [__], 20[__], by and between Quorum Insurance Holdings Corp. and Meridian Credit intelligence, Inc.

2. Data Security Addendum to the Master Data License Agreement.

3. Data Processing Agreement (CCPA/CPRA Compliance) entered into by and between Quorum Insurance Holdings Corp. and Meridian Credit intelligence, Inc.

4. Service Level Agreement entered into by and between Quorum Insurance Holdings Corp. and Meridian Credit intelligence, Inc.

5. Technical Schedule A — Data Delivery Specifications, covering the following Meridian data products: MCI Consumer Credit File™, MCI CommercialView™, and MCI AltSignal™, and setting forth the technical specifications, file formats, delivery methods, frequency of delivery, and data field mappings applicable to the Company's licensed access to such products.

6. FCRA Permissible Purpose Certification executed by Quorum Insurance Holdings Corp., certifying the Company's permissible purposes under Section 604 of the Fair Credit Reporting Act (15 U.S.C. § 1681b).

7. Board Resolution of Quorum Insurance Holdings Corp. (the Authorizing Resolutions), adopted by the Board of Directors on [__], as certified in the Secretary's Certificate.

8. Officer's Certificate of Quorum Insurance Holdings Corp. (this Certificate).

9. Secretary's Certificate of Quorum Insurance Holdings Corp., together with certified copies of the Company's Certificate of Incorporation, Bylaws, Authorizing Resolutions, and incumbency information.

10. Lender Consent/Waiver from Standish National Bank, N.A., as Administrative Agent under the Credit Agreement, consenting to the Company's entry into the MDLA pursuant to Section 7.12(b) of the Credit Agreement.

11. Evidence of Insurance Coverage demonstrating that the Company maintains commercial general liability insurance (minimum $5,000,000 per occurrence) and cyber liability insurance (minimum $50,000,000 aggregate), as required by the MDLA.

12. SOC 2 Type II Report issued by Felton Thorpe & Co. LLP, covering the period ending December 31, 2023 (or the most recent available report).

13. Bring-Down Certificate (if required at a separate closing date pursuant to the terms of the MDLA). C&H Matter No. 1025-00008 Prepared by: Marcus Weill, Associate, Corporate/Commercial, Calderwood & Harkness LLP Draft Status: DRAFT — Prepared for Future Use — Subject to Completion Upon Resolution of Open Negotiation Issues Governing Law: The MDLA is governed by the laws of the State of New York without regard to c