Contract analysis

I. PURPOSE AND SCOPE The purpose of this memorandum is to establish the staffing plan, hourly rate schedule, initial budget estimate, and projected timeline for Calderwood & Harkness LLP's ("C&H" or the "Firm") representation of Quorum Insurance Holdings Corp. ("Quorum" or the "Client") in connection with the negotiation and documentation of a five-year enterprise data-licensing arrangement with Meridian Credit intel

II. TRANSACTION OVERVIEW A. The Client Quorum Insurance Holdings Corp. ("Quorum") is a Delaware corporation publicly traded on the Nasdaq Stock Market under the ticker symbol QIHC. The company is headquartered at 1200 Atlantic Street, Suite 3400, Stamford, Connecticut 06901. Quorum is a multi-line insurance carrier and insurance-technology platform operator with operations spanning property and casualty, life, and sp

III. STAFFING PLAN A. Core Team The following four individuals will comprise the core team responsible for the day-to-day management and execution of this engagement. Their roles, practice group affiliations, expected levels of involvement, and hourly rates are described below.

1. Leonard Cross — Responsible Partner. Practice Group: Tax Role: Leonard will serve as the Responsible Partner on this engagement, providing overall matter supervision and senior-level strategic direction. He will be the primary point of contact for partner-level communications with Graham Whitley at Kessler Pruitt & Ashe LLP and will maintain the client relationship with Carolyn Whitford (General Counsel & EVP) and

2. Nathaniel Bower — Billing Partner. Practice Group: Bankruptcy & Restructuring Role: Nathaniel will serve as the Billing Partner for this engagement. In that capacity, he will be responsible for budget management, monthly invoice preparation, and fee discussions with the Client's billing contact, Gregory Stahl. Beyond his administrative responsibilities, Nathaniel will make substantive contributions to the engageme

3. Wendy Schultz — Lead Associate. Practice Group: intellectual Property Role: Wendy will serve as the Lead Associate and day-to-day project manager for the engagement. She will have the broadest range of responsibilities on the team, including primary drafting and review of the MDLA, all term sheets, and the derived-data provisions (Article VII of the MDLA). She will be the primary interface with Nina Chastain at KP

4. Omar Siddiqui — Working Associate. Practice Group: intellectual Property Role: Omar will serve as the Working Associate supporting Wendy Schultz across all aspects of the MDLA drafting and redlining process. He will have primary responsibility for the technical schedules, including data delivery specifications and Technical Schedule A, working closely with Priya Nair (Quorum's Director of Data Engineering) to ensu

5. Patricia Heng — Senior Counsel, Technology Transactions. Role: Patricia will serve as a subject-matter advisor on technology licensing terms, drawing on her extensive experience in enterprise software and data-licensing transactions. She will be the lead drafter and reviewer of the Service Level Agreement ("SLA") schedule, including the analysis of uptime and latency commitments, service credit structures, and per

6. David Cartwright — Partner, Data Privacy & Cybersecurity. Role: David will provide the privacy and cybersecurity regulatory overlay for the engagement. He will serve as the lead attorney on the Data Security Addendum ("DSA") and the incident response and breach notification provisions. David will analyze the requirements of 23 NYCRR 500 (the New York Department of Financial Services Cybersecurity Regulation) as th

7. Lisa Johannsen — Associate, Data Privacy & Cybersecurity. Role: Lisa will support David Cartwright across all privacy and data security workstreams. She will serve as the primary drafter of the Data Processing Agreement, with particular focus on CCPA/CPRA compliance, and will prepare the FCRA Permissible Purpose Certification schedule. Lisa will also prepare a detailed memorandum on the CCPA/CPRA implications of Q

8. Marcus Weill — Associate, Corporate/Commercial. Role: Marcus will manage two principal workstreams. First, he will lead the lender consent workstream, drafting the consent request letter to Philip Yardley (Relationship Manager, Standish National Bank, N.A.) and preparing the formal lender consent/waiver form. This workstream requires careful analysis of Section 7.12(b) of the Standish Credit Agreement, which impos

IV. HOURLY RATE SCHEDULE The following table sets forth the hourly billing rates for each member of the Calderwood & Harkness team assigned to this engagement: All rates are as set forth in the engagement letter executed on August 8, 2022, by and between Calderwood & Harkness LLP and Quorum Insurance Holdings Corp. These rates are subject to annual adjustment in accordance with the Firm's standard rate adjustment pol

V. BUDGET ESTIMATE A. Soft Fee Cap Pursuant to the engagement letter executed on August 8, 2022, Calderwood & Harkness LLP and Quorum Insurance Holdings Corp. have agreed to a soft cap of $1,800,000 for the negotiation and documentation phase of this engagement. The soft cap represents the Firm's good-faith estimate of the total professional fees likely to be incurred under normal circumstances and reflects both the

VI. WORKSTREAM BREAKDOWN AND BUDGET ALLOCATION To provide greater transparency into how the estimated fees will be allocated across the engagement, we have organized the work into ten discrete workstreams. Each workstream is described below with its scope, primary team assignment, estimated fee range, and relevant context. A. Workstream 1: NDA and Preliminary Agreements Tasks: Review Meridian's form mutual Non-Disclo

I. Workstream 9: Negotiation Correspondence and Client Communications Tasks: Prepare and manage all correspondence with Kessler Pruitt & Ashe LLP, including formal letters, email communications, and document transmittal cover sheets; prepare internal client memoranda, including pre-negotiation strategy memoranda, post-session debriefs, and analysis memoranda on specific issues; prepare periodic status reports for the

VII. PROJECTED TIMELINE The following table sets forth our projected timeline for the engagement, organized by phase, with key milestones identified for each phase: Note on Timeline Assumptions. The projected timeline assumes a reasonably efficient negotiation cycle in which the parties engage in good faith, exchange drafts and comments on mutually agreed schedules, and are available for negotiation sessions with rea

VIII. BUDGET MONITORING AND REPORTING Effective budget management is essential to maintaining the Client's confidence and ensuring that the engagement remains within the agreed parameters. The following monitoring and reporting protocols will be implemented: Monthly Budget Monitoring. Nathaniel Bower, as Billing Partner, will monitor actual hours and fees against the budget on a monthly basis, reviewing time entries

IX. ASSUMPTIONS AND QUALIFICATIONS The budget estimate and projected timeline set forth in this memorandum are based on the following assumptions and qualifications:

1. Single Transaction. This budget assumes a single transaction consisting of the MDLA and its ancillary documents (DSA, DPA, SLA, Technical Schedule A, FCRA Permissible Purpose Certification, and related schedules and exhibits). The budget does not cover any disputes, arbitration proceedings, or litigation that may arise in connection with the negotiation or performance of the MDLA.

2. Counterparty Cooperation. The budget assumes reasonable cooperation from Meridian and Kessler Pruitt & Ashe LLP in exchanging drafts, providing comments on agreed timelines, and scheduling negotiation sessions. If the counterparty is materially unresponsive or engages in dilatory tactics, additional time and fees may be required.

3. Third-Party Fees Excluded. The budget does not include fees for Pinnacle Ridge Advisory LLC, which has been retained separately by Quorum for the independent data-quality assessment and pricing benchmark study. The budget also does not include any fees for Caldwell & Strauss LLP, which is not billing on this matter and is providing background guidance to Quorum's in-house team on a courtesy or existing-retainer ba

4. Implementation Fee Excluded. The budget does not include the $1,500,000 implementation and integration fee payable by Quorum to Meridian upon execution of the MDLA. This fee is a Quorum business expense and is outside the scope of Calderwood & Harkness's legal fees.

5. Governing Law. The budget assumes that New York law will govern the engagement, the MDLA, and the ancillary transaction documents, consistent with the engagement letter and the Client's stated preference. If a different governing law is selected during negotiations, additional research and analysis may be required.

6. Regulatory Environment. The budget assumes no material changes in the regulatory landscape (including FCRA, GLBA, CCPA/CPRA, 23 NYCRR 500, or state insurance data-security regulations) during the engagement period. Significant regulatory developments could require additional analysis and adjustment to the scope and budget.

7. Team Continuity. The budget assumes that all team members identified in Section III will remain available throughout the engagement. If any team member becomes unavailable (due to departure, leave, or conflicting commitments), a replacement of comparable seniority and expertise will be assigned, and any resulting rate differential will be communicated to the Client in advance.

X. APPROVALS By signing below, the Responsible Partner and Billing Partner acknowledge review and approval of the staffing plan, hourly rate schedule, budget estimate, and projected timeline set forth in this memorandum, and authorize commencement of work in accordance with the workstream descriptions and budget allocations herein. APPROVED: By: ________ Name: Leonard Cross Title: Responsible Partner Date: ________ A