Contract analysis

I. Overview of the Transaction By way of brief background for purposes of framing the discussion that follows, Quorum proposes to license three of Meridian's core data products for an initial term of five (5) years: • MCI Consumer Credit File™ — consisting of approximately 310 million individual consumer credit records; • MCI CommercialView™ — consisting of approximately 42 million business records; and • MCI AltSign

II. Priority 1 — Most Favored Nation Pricing Quorum considers most favored nation ("MFN") pricing protection to be a critical term for the MDLA. Given the magnitude of the financial commitment that Quorum is prepared to make — $60,000,000 over the five-year initial term, plus the $1,500,000 implementation fee — Quorum requires reasonable assurance that it will not be placed at a competitive disadvantage relative to p

III. Priority 2 — Derived-Data Ownership and Commercialization Rights Quorum's Position. Quorum's position is that Quorum must own all intellectual property rights in any data, models, scores, indices, analytics outputs, or other works created by Quorum using licensed Meridian data as an input (collectively, "Derived Data"). This includes, without limitation, statistical models and model weights, predictive scores, r

IV. Priority 3 — Dispute Resolution Quorum's Position. Quorum's preference is for disputes arising under or relating to the MDLA to be resolved through litigation in a court of competent jurisdiction, with the parties submitting to the exclusive jurisdiction of the United States District Court for the Southern District of New York or, where federal subject-matter jurisdiction is not available, the Commercial Division

V. Priority 4 — Post-Termination Data Treatment Return/Destruction of Meridian Raw Data. Quorum agrees in principle that, upon termination or expiration of the MDLA for any reason, Quorum will return or, at Quorum's election, certify the destruction of all Meridian raw data in Quorum's possession or control — that is, all unmodified copies of data delivered by Meridian under the Licensed Data Products (MCI Consumer C

VI. Additional Priorities In addition to the four principal priorities set forth above, Quorum identifies the following additional matters as important to the MDLA negotiations. A. Data Security and Regulatory Compliance Given the nature of the data at issue — including consumer credit information, business financial data, and alternative data — and the heavily regulated environment in which both Quorum and Meridian

VII. Anticipated Timeline and Next Steps Quorum understands from our prior discussions that the parties expect to exchange initial MDLA drafts in the near term. Quorum anticipates receipt of Meridian's form MDLA from Kessler Pruitt & Ashe and appreciates any indication you may be able to provide regarding the expected timing of that delivery. Upon receipt of Meridian's form MDLA, Calderwood & Harkness will prepare a