Contract analysis

1. Engagement and Scope of Representation Calderwood & Harkness LLP is pleased to confirm its engagement by Quorum Insurance Holdings Corp., a corporation organized and existing under the laws of the State of Delaware and publicly traded on the Nasdaq Stock Market under the ticker symbol "QIHC," to serve as outside counsel in connection with the negotiation, documentation, and closing of a proposed five-year enterpri

2. Engagement Team and Staffing The following professionals will be principally responsible for the Firm's work on this matter: Responsible Partner: Leonard Cross, Partner, Tax Practice Group. Mr. Cross will have overall supervisory responsibility for the engagement and will serve as the Client's primary point of contact at the partner level for strategic and substantive matters. Billing Partner: Nathaniel Bower, Par

3. Fee Arrangement Basis. Our fees for this engagement will be calculated on the basis of the hourly rates of the professionals who perform work on the matter, billed for time actually expended. Time is recorded in increments of one-tenth of an hour. Hourly Rate Schedule. The following table sets forth the current hourly billing rates for the professionals assigned to this matter, effective as of August 8, 2022: The

4. Expenses and Disbursements In addition to professional fees, the Client will be responsible for reimbursement of reasonable out-of-pocket expenses and disbursements incurred by the Firm in connection with the engagement. Reimbursable expenses include, but are not limited to, the following categories: (a) travel expenses (airfare, hotel, ground transportation, and meals) incurred in connection with in-person negoti

5. Billing and Payment Terms Billing Partner. The Billing Partner for this engagement is Nathaniel Bower, who will be responsible for the review and issuance of all invoices relating to this matter. Client Billing Contact. The Client's designated billing contact is Gregory Stahl, Vice President, Legal Affairs, Quorum Insurance Holdings Corp., 1200 Atlantic Street, Suite 3400, Stamford, CT 06901 (email: gstahl@quorumi

6. Client Identification and Matter Information For the Firm's records and for conflicts, billing, and administrative purposes, we note the following information concerning the Client and the matter: Client Name: Quorum Insurance Holdings Corp. Employer Identification Number (EIN): 83-2147605 Headquarters Address: 1200 Atlantic Street, Suite 3400, Stamford, CT 06901 Entity Type: Corporation organized under the laws o

7. Conflicts of Interest The Firm has conducted a conflicts check in accordance with its standard procedures and the applicable New York Rules of Professional Conduct. Based on that review, the Firm confirms that, as of the date of this Letter, the Firm does not currently represent any party in a matter that is directly adverse to the Client in connection with the Transaction. The Firm's conflicts clearance has encom

8. Confidentiality All information provided by the Client to the Firm in connection with this engagement, whether oral, written, or electronic, shall be treated as confidential and shall be protected in accordance with the attorney-client privilege, the work product doctrine, and the applicable Rules of Professional Conduct governing the duty of confidentiality (including New York Rule of Professional Conduct 1.6). T

9. Document Retention Upon the conclusion of this engagement, the Firm will retain the matter files — including correspondence, memoranda, drafts, work product, research, and other documents generated or received in connection with the engagement — in accordance with the Firm's then-current Records Management Policy. Under the Firm's current policy, matter files are generally retained for a period of ten (10) years f

10. Termination Either party may terminate this engagement at any time upon thirty (30) days' prior written notice to the other party. The Client may terminate the engagement for any reason or no reason. The Firm may terminate the engagement for cause, including in the event of a material breach of the terms of this Letter by the Client, the emergence of a conflict of interest that cannot be resolved through consent

11. Governing Law This Letter, and all rights and obligations of the parties arising hereunder, shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law that would result in the application of the laws of any other jurisdiction. Any dispute arising out of or relating to this Letter or the engagement described herein shall be subject to t

12. Limitation of Liability; No Guarantee of Outcome The Firm will exercise professional skill and judgment in performing services under this engagement, consistent with its obligations under the applicable Rules of Professional Conduct and the standard of care customarily observed by attorneys practicing in the relevant subject-matter areas. However, the Firm makes no guarantees, representations, or warranties regar

13. Acceptance and Counterparts If the terms and conditions set forth in this Letter are acceptable to the Client, we respectfully request that you indicate the Client's acceptance by countersigning this Letter in the space provided below and returning one fully executed copy to the undersigned at the address set forth above, or by electronic transmission to lcross@calderwoodharkness.com. This Letter may be executed