Contract analysis

1. Introduction and Purpose Quorum Insurance Holdings Corp. ("Quorum" or the "Borrower"), a corporation organized and existing under the laws of the State of Delaware (EIN: 83-2147605; Delaware Division of Corporations Entity File No. 7234819), respectfully submits this letter in its capacity as Borrower under that certain Amended and Restated Credit Agreement, dated as of June 15, 2021 (as amended, restated, supplem

2. Description of the Proposed Transaction 2.1 Overview of the MDLA Quorum proposes to enter into a five-year enterprise data-licensing arrangement with Meridian, pursuant to which Meridian would grant Quorum a non-exclusive, non-transferable license to access and use certain consumer credit data, commercial credit data, and alternative data products (collectively, the "Licensed Data") for Quorum's internal business

3. Applicability of Section 7.12(b) of the Credit Agreement

Section 7.12(b) of the Credit Agreement provides, in relevant part: "The Borrower shall not enter into any license, sublicense, or similar arrangement with respect to intellectual Property having an aggregate value in excess of $25,000,000 without the prior written consent of the Required Lenders." Quorum has determined, and its outside counsel concurs, that the proposed MDLA constitutes a "license . . . or similar a

4. Rationale Supporting Consent Quorum believes that the Required Lenders should grant their consent to the proposed MDLA for the reasons set forth below. Quorum respectfully submits that the MDLA is consistent with, and supportive of, Quorum's business strategy, financial health, and ongoing compliance with its obligations under the Credit Agreement. 4.1 Strategic Importance to Quorum's Business Quorum is a publicly

5. Form of Consent Requested In light of the foregoing, Quorum respectfully requests that Standish, as Administrative Agent under the Credit Agreement, circulate this consent request to the Lenders and obtain the written consent of the Required Lenders to Quorum's execution and delivery of the MDLA with Meridian, substantially on the terms described in this letter, pursuant to and in accordance with Section 7.12(b) o

6. Supporting Documentation In connection with this consent request, Quorum is prepared to make available to the Administrative Agent and the Lenders, upon request, the following supporting materials and documentation: (a) Draft Master Data License Agreement between Quorum Insurance Holdings Corp. and Meridian Credit intelligence, Inc. (current negotiation draft, subject to completion of ongoing negotiations between

7. Timing and Next Steps Quorum respectfully requests that the Administrative Agent process this consent request on an expedited basis. The MDLA remains subject to active negotiation between Quorum and Meridian and their respective counsel, and the parties have expressed a mutual desire to reach definitive documentation and execute the MDLA as promptly as practicable. Obtaining lender consent in advance of the comple

8. Contact Information All correspondence, inquiries, and communications regarding this consent request should be directed to the following individuals: For the Borrower: Gregory Stahl Vice President, Legal Affairs Quorum Insurance Holdings Corp. 1200 Atlantic Street, Suite 3400 Stamford, CT 06901 Telephone: (203) 555-7200 Email: gstahl@quoruminsurance.com For Outside Counsel to the Borrower: Marcus Weill Associate,