Contract analysis

I. Introduction and Purpose We write on behalf of our client, Quorum Insurance Holdings Corp. ("Quorum"), in connection with the ongoing negotiation of the Master Data License Agreement (the "MDLA") between Quorum and your client, Meridian Credit intelligence, Inc. ("Meridian"). As you are aware, the parties have been actively negotiating the terms of the MDLA since the exchange of initial term sheets in September 20

II. Background and Context for the Proposal Before turning to the substance of the proposal, we believe it is useful to recapitulate the commercial context that underlies Quorum's insistence on some form of pricing protection in the MDLA. Under the current MDLA draft, Quorum would commit to aggregate license fees of approximately $60,000,000 over the five-year initial term of the agreement, comprising $10,800,000 in

III. Summary of the Pricing Audit Right Proposal The Pricing Audit Right is designed as a narrowly tailored alternative to a full MFN clause, intended to balance Quorum's need for pricing transparency against Meridian's legitimate confidentiality and commercial concerns. The mechanism would operate through a confidential, independent verification process and would not require Meridian to disclose the identity of any

IV. Contrast with Meridian's "Most Favored Terms" Counter-Proposal We wish to address briefly the counter-proposal that Meridian put forward during the March 9, 2023 session in Atlanta and subsequently formalized in your letter of April 3, 2023. As you will recall, Meridian proposed a "most favored terms" clause that would be limited exclusively to data-delivery service level agreements ("SLAs") and uptime commitment

V. Relationship to Other Open Issues We note that the MFN/pricing parity issue is one of two principal open issues in the MDLA negotiation. The other remaining open issue concerns the derived-data rights provisions under Article VII of the draft MDLA, and we understand that the parties' respective positions on that issue remain some distance apart. Quorum's willingness to move from a full most favored nation clause —

VI. Enclosed Materials Enclosed with this letter, please find a clean draft of the proposed Pricing Audit Right provision (the "Draft Provision"), formatted for insertion into the MDLA as a standalone rider or as a new section of the agreement. The Draft Provision sets forth the full text of the proposed terms summarized in Section III of this letter, including detailed definitions, procedural mechanics, confidential

VII. Request for Response and Timeline We respectfully request that Meridian and Kessler Pruitt & Ashe provide a substantive response to the Pricing Audit Right proposal within thirty (30) days of the date of this letter — that is, by no later than October 18, 2023. We recognize that a proposal of this nature requires careful consideration by both Meridian's legal team and its business principals, and we believe that

VIII. Reservation of Rights This letter and the enclosed Draft Provision do not constitute a waiver of any of Quorum's rights, remedies, or positions under the MDLA negotiation or otherwise. All prior proposals, positions, term sheet provisions, and draft language previously advanced by Quorum that are not expressly modified by this letter and the enclosed Draft Provision are hereby preserved in full. Quorum's decisi