Contract analysis

1. Purpose and Context We write on behalf of our client, Quorum Insurance Holdings Corp. ("Quorum"), a Delaware corporation with its principal executive offices at 1200 Atlantic Street, Suite 3400, Stamford, Connecticut 06901, and publicly traded on the Nasdaq Stock Market under the ticker symbol QIHC. As you know, this firm has served as outside counsel to Quorum throughout the negotiations referenced herein. This l

2. Procedural History and Negotiation Timeline To ensure a complete and accurate record, we set forth below the principal milestones of the parties' negotiations, which we believe are consistent with your own records: August 15, 2022. Quorum and Meridian executed a Mutual Non-Disclosure Agreement (Reference No. NDA-QIH-MCI-2022-001) establishing the framework under which the parties would exchange confidential inform

3. The Unresolved Impasse — Most Favored Nation Pricing Despite the extensive efforts described above, the parties remain fundamentally apart on the question of pricing protection. The nature and evolution of this impasse are as follows. From the outset of negotiations, Quorum proposed a most favored nation pricing clause designed to ensure competitive parity in Quorum's pricing for Meridian's data. Specifically, the

4. The Unresolved Impasse — Derived-Data Rights The parties are equally unable to reach agreement on the ownership, licensing, and commercialization rights with respect to Derived Data. This issue is of critical strategic importance to Quorum and has proved as intractable as the pricing protection dispute. Quorum's Position. Quorum's consistent position throughout the negotiations has been that Quorum should own all

5. Formal Suspension of Negotiations In light of the foregoing, and after careful consideration, Quorum hereby suspends active negotiations on the proposed Master Data License Agreement effective as of the date of this letter, November 20, 2023. We wish to be clear that this suspension is not a termination of the parties' relationship, nor is it a final rejection of the possibility of a transaction between Quorum and

6. Preservation of Rights Under the Mutual NDA The Mutual Non-Disclosure Agreement dated August 15, 2022 (Reference No. NDA-QIH-MCI-2022-001) between Quorum and Meridian remains in full force and effect in accordance with its terms, and the suspension of MDLA negotiations does not affect, modify, or diminish any provision thereof. We respectfully remind Meridian and its counsel that all confidential information excha

7. Reservation of Rights Quorum expressly reserves all of its rights, remedies, and defenses at law and in equity, whether arising under contract, statute, common law, or otherwise, without limitation. Nothing in this letter, and nothing in Quorum's decision to suspend negotiations, shall constitute or be construed as a waiver, release, or relinquishment of any right, claim, or position of Quorum, nor shall it be dee

8. Future Communications Should Meridian wish to discuss the potential resumption of negotiations at any time, or should any other matter arise in connection with the proposed MDLA or the parties' relationship, we ask that all future communications be directed to: Leonard Cross, Partner Calderwood & Harkness LLP 425 Park Avenue New York, NY 10022 Direct: (212) 558-4120 Email: lcross@calderwoodharkness.com Wendy Schul

9. Closing In closing, we wish to express Quorum's sincere appreciation for the professionalism and courtesy that you, Graham, and the entire Kessler Pruitt & Ashe team — including Nina Chastain and Derek Fontaine — have demonstrated throughout this negotiation process. The discussions have been conducted in a spirit of mutual respect, and we are grateful for the significant time and effort that your team has devoted