Contract analysis

I. Executive Summary This memorandum provides a comprehensive summary of work performed by Calderwood & Harkness LLP ("C&H") during the first quarter of 2023 (January 1 through March 31, 2023) in connection with the ongoing negotiation of a Master Data License Agreement ("MDLA") between Quorum Insurance Holdings Corp. ("Quorum") and Meridian Credit intelligence, Inc. ("Meridian"). This report is submitted in accordan

II. Summary of Work Performed — Q1 2023 A. MDLA Negotiation & Drafting First In-Person Negotiation Session — January 18, 2023 (New York). C&H prepared for and attended the first in-person negotiation session, which was held at C&H's offices at 425 Park Avenue, New York, on January 18, 2023. The session ran approximately seven hours and addressed the full range of open issues in the MDLA. The C&H team attending the se

Article VII (Derived-Data Rights) and MFN Clause Rider. In January 2023, Wendy Schultz and Omar Siddiqui, with input from Leonard Cross, drafted Quorum's proposed Article VII (Derived-Data Rights) for inclusion in the MDLA. Article VII sets forth Quorum's position that all Derived Data (as defined therein) constitutes the sole and exclusive intellectual property of Quorum, subject to limited informational rights in f

III. Hours Incurred — Q1 2023 (By Timekeeper) The following table sets forth the professional hours incurred and fees generated by each C&H timekeeper assigned to this matter during Q1 2023 (January 1 through March 31, 2023): Note: All hours are rounded to the nearest half-hour increment in accordance with C&H's standard timekeeping practices. Fees are subject to standard billing adjustments, including any courtesy o

IV. Cumulative Fees & Budget Tracking A. Cumulative Hours and Fees (Engagement Opening through March 31, 2023) The following table summarizes the cumulative hours and fees incurred from the opening of this engagement on August 8, 2022, through March 31, 2023: The data reflects a clear upward trajectory in quarterly hours and fees over the life of the engagement, with Q1 2023 representing the highest-activity quarter

V. Invoicing and Payment Status Invoicing for this matter is conducted on a monthly basis, Net 30, in accordance with the terms established in the engagement letter dated August 8, 2022. As of the date of this memorandum, all invoices through February 2023 have been received and paid in full by Quorum. C&H appreciates Quorum's consistent and timely attention to invoice processing. The invoice for March 2023 is curren

VI. Key Open Issues and Anticipated Q2 2023 Activity A. MFN Pricing The MFN pricing clause remains the most contentious open issue in the MDLA negotiation. Meridian has maintained categorical opposition to any form of most favored nation pricing clause throughout the negotiation, and the March 9, 2023 session in Atlanta confirmed that this opposition is deeply entrenched and driven by considerations beyond Meridian's

1. Critique of Meridian's "Sufficient Transformation" Standard. This memorandum will analyze the legal and practical deficiencies of a "sole discretion" approach to the sufficient transformation determination, including the lack of objective criteria, the potential for arbitrary application, and the inconsistency with market practice in comparable data-license transactions.

2. Market Survey of License-Back Provisions. This memorandum will survey license-back provisions in comparable data-license agreements across the financial services, insurance, and data-analytics sectors, with a focus on the scope, duration, and commercialization restrictions typically included in such provisions. Additionally, C&H plans to prepare a QuorumScore™ IP Protection Strategy Memorandum in Q2 2023, to be co

1. Potential C-Suite Escalation on MFN. If no meaningful progress is achieved on the MFN issue at the working level in Q2 2023, C&H recommends that Quorum consider escalating the discussion to the C-suite level — specifically, a direct conversation between Quorum CEO Meg Tierney and Meridian CEO Vince Halstead. C&H can prepare briefing materials and talking points for such a discussion.

2. Completion of IP Specialist Memoranda. As described above, C&H will prepare the critique of Meridian's "sufficient transformation" standard, the market survey of license-back provisions, and the QuorumScore™ IP Protection Strategy Memorandum.

3. SLA Redline Negotiations. Meridian's counter-markup of the SLA schedule is anticipated in April 2023. Upon receipt, C&H will review, analyze, and prepare a response redline in coordination with the Quorum team, including Patricia Heng and Priya Nair.

4. Continued Standish Consent Process. Marcus Weill will continue follow-up with Standish and will escalate as appropriate if the consent timeline begins to conflict with the MDLA execution timeline.

5. Possible Third Negotiation Session. Depending on the progress of redline exchanges and the resolution of open issues, a third in-person negotiation session may be warranted during Q2 2023. C&H will coordinate with KP&A to identify potential dates and locations.

VII. Staffing Update The current C&H team assigned to this matter remains as set forth in the engagement letter and matter opening memorandum, and consists of the following professionals: No staffing changes are anticipated for Q2 2023. The current team composition provides the interdisciplinary coverage required for the overlapping IP, privacy, technology, and corporate workstreams involved in this transaction. C&H'

VIII. Conclusion / Next Steps C&H will continue to pursue resolution of the MFN pricing and derived-data rights impasses as the highest-priority workstreams in Q2 2023. These two issues represent the principal obstacles to finalizing the MDLA, and meaningful progress on one or both will be essential to maintaining a reasonable timeline for transaction completion. All other workstreams — including the DSA, DPA, SLA, t