Contract analysis

Section 1. Certification of Organizational Documents 1.1 Certificate of Incorporation Attached hereto as Exhibit A is a true, correct, and complete copy of the Amended and Restated Certificate of Incorporation of Quorum Insurance Holdings Corp. (the "Certificate of Incorporation"), as filed with the Secretary of State of the State of Delaware, together with all amendments, supplements, certificates of designation, ce

Section 2. Certification of Board Resolutions Attached hereto as Exhibit C is a true, correct, and complete copy of the resolutions (the "Resolutions") duly adopted by the Board of Directors of the Company (with Harrison Kimble serving as Board Chair), authorizing the execution, delivery, and performance by the Company of the Transaction Documents, including, without limitation, the MDLA with Meridian Credit intellig

Section 3. Certification of Good Standing and Existence I hereby certify that the Company is duly organized, validly existing, and in good standing under the laws of the State of Delaware. Attached hereto as Exhibit D is a certificate of good standing (or certificate of status or equivalent certificate) with respect to the Company issued by the Secretary of State of the State of Delaware, dated no more than five (5)

Section 4. Incumbency Certification I hereby certify that the persons named in the table below are the duly elected or appointed, qualified, and acting officers of the Company, holding the offices set forth opposite their respective names as of the date hereof, and that the signatures set forth opposite their respective names are their true and genuine signatures: Each of the persons listed above has been duly author

Section 5. No Conflicts; Authority I hereby certify that the execution, delivery, and performance by the Company of the Transaction Documents, and the consummation of the transactions contemplated thereby, have been duly authorized by all necessary corporate action on the part of the Company, including, without limitation, approval by the Board of Directors of the Company as set forth in the Resolutions. No further c

Section 6. No Proceedings I hereby certify that, to the knowledge of the undersigned, after due inquiry, there are no actions, suits, proceedings, investigations, arbitrations, or claims pending before, or threatened by or before, any court, tribunal, arbitrator, governmental authority, or regulatory body against or affecting the Company or any of its subsidiaries, officers, or directors (in their capacities as such)

Section 7. Reliance This Certificate is being furnished to Meridian Credit intelligence, Inc. and its counsel, Kessler Pruitt & Ashe LLP, in connection with the closing of the transactions contemplated by the Transaction Documents, and such parties (and their respective successors and assigns) are entitled to rely on this Certificate and the certifications, representations, and statements contained herein. This Certi