Contract analysis

I. Purpose This memorandum establishes C&H Matter No. 1025-00008 in the firm's matter management system and records all essential administrative, staffing, billing, and conflict-clearance information for the representation of Quorum Insurance Holdings Corp. ("Quorum" or "QIH") in connection with the negotiation and documentation of a five-year enterprise data-licensing arrangement with Meridian Credit intelligence, I

II. Client Information A. Client Identity The client for this matter is Quorum Insurance Holdings Corp., a Delaware corporation that is publicly traded on the Nasdaq Stock Market under the ticker symbol QIHC. Set forth below is a summary of identifying information for the client: Quorum is a diversified multi-line insurance carrier with operations spanning property and casualty, life, and specialty insurance lines. I

III. Counterparty Information A. Principal Counterparty The counterparty to the contemplated data-licensing transaction is Meridian Credit intelligence, Inc., a privately held Georgia corporation. Set forth below is a summary of identifying information for the counterparty: Meridian is a consumer and commercial credit bureau that maintains extensive databases of consumer credit files, business credit and firmographic

IV. Scope of Engagement Calderwood & Harkness has been retained by Quorum Insurance Holdings Corp. to represent it in connection with the negotiation and documentation of a five-year enterprise data-licensing arrangement with Meridian Credit intelligence, Inc. The scope of the engagement, as set forth in the engagement letter dated August 8, 2022, encompasses the following principal workstreams and deliverables: Tran

V. Staffing The following attorneys have been assigned to this matter and are authorized to record time against C&H Matter No. 1025-00008. Each team member's role and responsibilities are described below. A. Responsible Partner Leonard Cross — Partner, Tax Practice Group, Calderwood & Harkness LLP, New York office. Mr. Cross will serve as the Responsible Partner for this matter. In that capacity, he will provide over

VI. Fee Arrangement and Billing A. Fee Structure The engagement will be conducted on an hourly-rate basis, subject to a soft cap of $1,800,000 for the negotiation and documentation phase of the engagement. The soft cap represents a budgetary target agreed upon with the client for purposes of fee predictability and is not intended to function as a hard fee ceiling or a fixed-fee arrangement. In the event that the firm

VII. Conflicts Clearance A comprehensive conflicts check was completed and cleared as of August 5, 2022. The conflicts check was conducted in accordance with the firm's standard conflicts clearance procedures and covered all parties and affiliates identified in Sections II and III of this memorandum, including the following entities: • Quorum Insurance Holdings Corp. • Meridian Credit intelligence, Inc. • Breckenridg

VIII. Mutual NDA Status A Mutual Non-Disclosure Agreement between Quorum and Meridian is expected to be executed imminently. The NDA has been assigned Reference No. NDA-QIH-MCI-2022-001 for internal tracking purposes. Meridian's counsel (KP&A) circulated Meridian's standard form mutual NDA on August 2, 2022. Calderwood & Harkness is currently preparing revisions to Meridian's form NDA to address certain provisions th

IX. Key Milestones and Anticipated Timeline The following table sets forth the key milestones and target dates for the engagement as currently contemplated. This timeline is preliminary and is subject to adjustment based on the pace of negotiations with Meridian and its counsel, Kessler Pruitt & Ashe LLP, as well as the availability of client stakeholders and the timeline for obtaining lender consent from Standish Na

X. Coordination with Other Advisors The following third-party advisors are engaged by Quorum in connection with this transaction or have a coordination role relevant to the firm's work. All team members should be aware of these advisory relationships to avoid duplication of effort and to ensure appropriate information sharing within the bounds of privilege and confidentiality. Caldwell & Strauss LLP (Angela Firth). C

XI. Special Considerations and Risk Flags The following matters have been identified at the outset of the engagement as presenting heightened complexity, risk, or strategic sensitivity. All team members should give particular attention to these issues throughout the engagement. A. Standish National Bank Covenant Quorum's $1.2 billion revolving credit facility with Standish National Bank, N.A., governed by the Amended

XII. Matter Administration The following administrative information should be noted by all team members and used for all time entries, document management, and matter-related activities: Document Management. All documents generated or received in connection with this matter—including drafts, correspondence, research memoranda, regulatory analysis, and closing deliverables—are to be filed under Matter No. 1025-00008 i

XIII. Distribution This memorandum is for internal use only and is not for distribution to the client or to any outside parties. A file copy of this memorandum will be retained in the C&H matter files under Matter No. 1025-00008. Copies of this memorandum are being distributed to the following individuals: • Leonard Cross, Partner • Nathaniel Bower, Partner • Wendy Schultz, Associate • Omar Siddiqui, Associate • Patr