Contract analysis

Section 7.12(b) constitutes a negative covenant restricting the Borrower's ability to enter into any license, sublicense, or similar arrangement with respect to intellectual Property where the aggregate value of such arrangement exceeds Twenty-Five Million Dollars ($25,000,000) without the prior written consent of the Required Lenders. C. The Borrower desires to enter into a Master Data License Agreement (the "MDLA")

Section 1.1. Defined Terms. As used in this Consent and Limited Waiver, the following terms shall have the meanings set forth below: "Administrative Agent" means Standish National Bank, N.A., a national banking association organized under the laws of the United States, with its principal office at 280 Congress Street, Boston, Massachusetts 02210, acting in its capacity as administrative agent for the Lenders under th

Section 1.2. Credit Agreement Definitions. All capitalized terms used but not otherwise defined in this Consent and Limited Waiver shall have the meanings ascribed to such terms in the Credit Agreement. The rules of construction set forth in the Credit Agreement shall apply to this Consent and Limited Waiver, mutatis mutandis. SECTION 2 — CONSENT

Section 2.1. Grant of Consent. Subject to the terms and conditions of this Consent and Limited Waiver, and in reliance upon the representations and warranties of the Borrower set forth herein, the Administrative Agent, acting on behalf of itself and at the direction of the Required Lenders, hereby consents to the Borrower's entry into the MDLA with Meridian. The consent granted hereunder is with respect solely to the

Section 2.2. Scope of Consent. The consent granted pursuant to Section 2.1 applies exclusively to the MDLA as described in Recital C hereof and Exhibit A attached hereto and is subject to the following limitations: (a) The consent does not constitute consent to any renewal, extension, amendment, modification, supplement, or waiver of the MDLA that would (i) increase the aggregate value of the MDLA above Sixty Million

Section 3.1. Limited Waiver. Subject to the terms and conditions of this Consent and Limited Waiver, and in reliance upon the representations and warranties of the Borrower set forth herein, the Administrative Agent, acting at the direction of the Required Lenders, hereby waives compliance with the Twenty-Five Million Dollar ($25,000,000) aggregate value threshold set forth in Section 7.12(b) of the Credit Agreement

Section 3.2. No Precedent; Reservation of Rights. The limited waiver granted pursuant to Section 3.1 shall not be deemed to establish a custom or course of dealing among the parties hereto, and shall not constitute a waiver of (a) any other provision, term, or condition of the Credit Agreement or any other Loan Document, (b) any Default or Event of Default (whether or not known to the Administrative Agent or any Lend

Section 4.1. Organization and Good Standing. The Borrower is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Borrower has the corporate power and authority to own its properties, to carry on its business as now conducted, and to execute, deliver, and perform its obligations under this Consent and Limited Waiver and the MDLA. The Borrower is duly qualif

Section 4.2. Authorization; No Conflict. The execution, delivery, and performance by the Borrower of this Consent and Limited Waiver and the MDLA have been duly authorized by all necessary corporate action on the part of the Borrower, including any required approval of the Board of Directors of the Borrower. No further corporate proceedings on the part of the Borrower are necessary to authorize the execution, deliver

Section 4.3. No Default. No Default or Event of Default has occurred and is continuing under the Credit Agreement as of the date hereof, or would result from the Borrower's entry into the MDLA after giving effect to this Consent and Limited Waiver. The Borrower is in compliance with all of the terms, covenants, and conditions of the Credit Agreement and each other Loan Document to which it is a party, including, with

Section 4.4. Accuracy of Recitals. The recitals set forth in this Consent and Limited Waiver, including without limitation the description of the MDLA, the aggregate value thereof (Sixty Million Dollars ($60,000,000)), the identity and description of Meridian, and the data products to be licensed (MCI Consumer Credit File™, MCI CommercialView™, and MCI AltSignal™, with their respective approximate record volumes), ar

Section 4.5. Representations Under Credit Agreement. The representations and warranties of the Borrower contained in the Credit Agreement and each other Loan Document to which the Borrower is a party are true and correct in all material respects as of the Consent Effective Date (or, to the extent any such representation or warranty is qualified by materiality or Material Adverse Effect, true and correct in all respec

Section 4.6. No Material Adverse Change. Since the date of the most recent financial statements delivered by the Borrower to the Administrative Agent pursuant to the Credit Agreement, no event, condition, or circumstance has occurred or exists that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (as defined in the Credit Agreement). SECTION 5 — CONDITIONS

Section 5.1. Execution and Delivery. The Administrative Agent shall have received counterparts of this Consent and Limited Waiver duly executed and delivered by the Borrower, the Administrative Agent, and Lenders constituting the Required Lenders under the Credit Agreement. Each such counterpart shall bear the original or facsimile signature (or electronic signature compliant with applicable law) of the party executi

Section 5.2. MDLA Copy. The Administrative Agent shall have received a true, correct, and complete copy of the MDLA in substantially final form (or, if available, the execution version thereof), including all schedules, exhibits, annexes, and addenda thereto, including without limitation: (a) the Data Security Addendum; (b) the Data Processing Agreement; (c) the Service Level Agreement; (d) Technical Schedule A (sett

Section 5.3. Board Authorization. The Administrative Agent shall have received a certified copy of the resolutions duly adopted by the Board of Directors of the Borrower (or a duly authorized committee thereof) authorizing: (a) the execution, delivery, and performance by the Borrower of the MDLA and the transactions contemplated thereby; and (b) the execution, delivery, and performance by the Borrower of this Consent

Section 5.4. Officer's Certificate. The Administrative Agent shall have received a certificate of a duly authorized officer of the Borrower (in form and substance reasonably satisfactory to the Administrative Agent), dated as of the Consent Effective Date, (i) certifying the accuracy and completeness of the representations and warranties of the Borrower set forth in Section 4 hereof as of the Consent Effective Date,

Section 5.5. Legal Opinion. The Administrative Agent shall have received a written legal opinion of Calderwood & Harkness LLP, counsel to the Borrower (with offices at 425 Park Avenue, New York, New York 10022), addressed to the Administrative Agent and the Lenders, dated as of the Consent Effective Date, in form and substance reasonably satisfactory to the Administrative Agent, addressing: (a) the due organization a

Section 5.6. Insurance Confirmation. The Administrative Agent shall have received evidence, in form and substance reasonably satisfactory to the Administrative Agent, that the Borrower maintains insurance coverage consistent with the requirements of the Credit Agreement, including without limitation: (a) commercial general liability insurance in an amount not less than Five Million Dollars ($5,000,000) per occurrence

Section 5.7. No Default. No Default or Event of Default shall have occurred and be continuing as of the Consent Effective Date, or would result from the Borrower's entry into the MDLA after giving effect to this Consent and Limited Waiver.

Section 5.8. Fees and Expenses. The Borrower shall have paid or caused to be paid all fees and expenses of the Administrative Agent incurred in connection with the preparation, negotiation, execution, and delivery of this Consent and Limited Waiver, including without limitation the reasonable and documented fees, charges, and disbursements of counsel to the Administrative Agent, in each case to the extent invoiced at

Section 6.1. Notification of Material Amendments. The Borrower shall promptly (and in any event within ten (10) business days) notify the Administrative Agent in writing of any material amendment, modification, supplement, restatement, or waiver to or of the MDLA, including without limitation any change that would: (i) increase the aggregate value of the MDLA above Sixty Million Dollars ($60,000,000) (exclusive of th

Section 6.2. Compliance with MDLA. The Borrower shall perform and comply in all material respects with all of its obligations under the MDLA in accordance with the terms thereof. The Borrower shall promptly notify the Administrative Agent in writing of (a) any material default or event of default by the Borrower or by Meridian under the MDLA, (b) any termination, cancellation, or material suspension of the MDLA or an

Section 6.3. Delivery of MDLA Execution Copy. Within five (5) business days following the execution of the MDLA by the Borrower and Meridian, the Borrower shall deliver (or cause to be delivered) to the Administrative Agent a true, correct, and complete copy of the fully executed MDLA (including all schedules, exhibits, annexes, and addenda thereto), certified by a duly authorized officer of the Borrower.

Section 6.4. Annual Reporting. The Borrower shall include in each annual compliance certificate delivered to the Administrative Agent pursuant to the Credit Agreement (commencing with the first such compliance certificate delivered following the execution of the MDLA) the following information: (a) a certification that the MDLA remains in full force and effect and that no material default or event of default by the B

Section 7.1. Reaffirmation of Credit Agreement. The Borrower hereby reaffirms all of its obligations under the Credit Agreement and each other Loan Document (as defined in the Credit Agreement) to which it is a party, and confirms that the Credit Agreement and each such other Loan Document remain in full force and effect and are hereby ratified and confirmed in all respects. Without limiting the generality of the for

Section 7.2. Reaffirmation of Security Interests. To the extent applicable, the Borrower hereby reaffirms the grant of security interests, liens, and pledges in favor of the Administrative Agent for the benefit of the Lenders as set forth in the Credit Agreement and each other Loan Document, and confirms that such security interests, liens, and pledges remain in full force and effect and continue to secure the Obliga

Section 7.3. No Novation. This Consent and Limited Waiver does not constitute a novation of the Credit Agreement or any other Loan Document. The Credit Agreement and the other Loan Documents shall continue to be in full force and effect as modified solely by this Consent and Limited Waiver. This Consent and Limited Waiver shall constitute a "Loan Document" as defined in, and for all purposes under, the Credit Agreeme

Section 8.1. Governing Law. THIS CONSENT AND LIMITED WAIVER AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICTS-OF-LAW PRINCIPLES THEREOF THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION), CONSISTENT WITH SECTION [●] OF THE CREDIT AGREEMENT. EACH PARTY HE

Section 8.2. Counterparts. This Consent and Limited Waiver may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Consent and Limited Waiver by facsimile transmission or by electronic transmission (including in

Section 8.3. Entire Agreement. This Consent and Limited Waiver, together with the Credit Agreement and the other Loan Documents, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, warranties, and communications, both written and oral, with respect to such subject matter. There are

Section 8.4. Headings. The section headings and other headings contained in this Consent and Limited Waiver are for convenience of reference only, shall not be deemed to be a part hereof, and shall not affect the construction or interpretation of any provision of this Consent and Limited Waiver.

Section 8.5. Severability. If any provision of this Consent and Limited Waiver is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision or the effectiveness or validity of any provision in any other jurisdiction, and this Consent and Limited Waiver shall be reformed, const

Section 8.6. Successors and Assigns. This Consent and Limited Waiver shall be binding upon and inure to the benefit of the Borrower, the Administrative Agent, each Lender that is a party hereto, and their respective successors and permitted assigns. Nothing in this Consent and Limited Waiver, express or implied, is intended to or shall confer upon any person (other than the parties hereto and their respective success

Section 8.7. Notices. All notices, requests, demands, consents, instructions, and other communications required or permitted to be given under this Consent and Limited Waiver shall be given in accordance with the notice provisions set forth in the Credit Agreement. For purposes of this Section 8.7, the following addresses shall apply: If to the Borrower: Quorum Insurance Holdings Corp. 1200 Atlantic Street, Suite 340

Section 8.8. Amendment and Modification. This Consent and Limited Waiver may not be amended, modified, supplemented, or waived except by a written instrument duly executed by the Borrower, the Administrative Agent, and the Required Lenders (or, if required by the Credit Agreement, all Lenders). No failure or delay by the Administrative Agent or any Lender in exercising any right, power, or privilege hereunder shall o

1. Parties. (a) Licensee: Quorum Insurance Holdings Corp., a Delaware corporation, with its principal office at 1200 Atlantic Street, Suite 3400, Stamford, Connecticut 06901. (b) Licensor: Meridian Credit intelligence, Inc., a Georgia corporation, with its principal office at 3300 Peachtree Road NE, Suite 2100, Atlanta, Georgia 30326.

2. Subject Matter. The MDLA constitutes an enterprise data-licensing arrangement pursuant to which Meridian will license to the Borrower certain proprietary data products for use in the Borrower's insurance operations, including automated underwriting models, claims-fraud detection algorithms, and customer propensity scoring across the Borrower's property and casualty, life, and specialty insurance lines of business.

3. Licensed Data Products. The MDLA covers the following Meridian data products:

4. Estimated Monthly Volume. Approximately four hundred thirty-seven million (437,000,000) records per month, representing approximately 87.4% of the five hundred million (500,000,000) record base tier under the MDLA.

5. Term. Five (5) years from the effective date of the MDLA.

6. Aggregate License Fees. Sixty Million Dollars ($60,000,000) over the five (5)-year initial term, structured as follows: The reduced Year 1 annual fee reflects a six (6)-month implementation and ramp-up period during which the Borrower will complete technical integration and begin utilizing the licensed data products.

7. Implementation Fee. A one-time implementation and integration fee of One Million Five Hundred Thousand Dollars ($1,500,000), payable outside and in addition to the aggregate license fees described above. The implementation fee covers Meridian's costs associated with technical onboarding, API configuration, data-mapping, testing, and initial production deployment.

8. Payment Terms. Quarterly in advance. Year 1 quarterly installments of Two Million Seven Hundred Thousand Dollars ($2,700,000); Years 2 through 5 quarterly installments of Three Million Seventy-Five Thousand Dollars ($3,075,000).

9. Late Payment Interest. 1.5% per month (equivalent to 18% per annum) on overdue amounts, calculated from the date such payment was due until the date of actual payment.

10. Data-Volume Overage Rate. $0.003 per record above five hundred million (500,000,000) records per month.

11. Governing Law. The MDLA is governed by, and construed in accordance with, the laws of the State of New York.

12. Ancillary Documents. The MDLA includes the following ancillary documents, each of which is incorporated therein by reference: (a) Data Security Addendum — setting forth Meridian's and the Borrower's respective obligations regarding information security controls, encryption standards, access controls, incident response, and data-breach notification procedures; (b) Data Processing Agreement — addressing the parties

1. This Consent and Limited Waiver was drafted by Marcus Weill (Associate, Corporate/Commercial Group), Calderwood & Harkness LLP, in December 2022, in connection with Quorum Insurance Holdings Corp.'s proposed entry into the Master Data License Agreement with Meridian Credit intelligence, Inc.

2. This draft has been coordinated with Nathaniel Bower (Billing Partner, Bankruptcy & Restructuring Group) with respect to the interpretation of the Credit Agreement covenants and the structuring of the covenant waiver. Per the memorandum dated November 2022 (Weill/Bower) regarding structuring alternatives to mitigate the Section 7.12(b) covenant trigger, a direct lender consent and limited waiver was determined to

3. The MDLA remains subject to ongoing negotiation between the Borrower and Meridian. This Consent and Limited Waiver is prepared in draft form for use upon finalization of the MDLA terms and is subject to revision as the MDLA terms are settled.

4. Open Items to Finalize Before Submission to Standish National Bank: (a) Aggregate overage charge cap for purposes of Section 2.2(c) — blank to be negotiated with Standish (Philip Yardley); (b) Identity of authorized signatory for Borrower signature block — pending Quorum board resolution (coordinate with Carolyn Whitford, General Counsel); (c) Confirmation of Required Lender identity and signature requirements und

5. A follow-up letter to Standish re: status of the consent request was sent in February 2023, addressed to Philip Yardley.

6. Supplemental documentation that may be required or requested by Standish in connection with the conditions precedent: (a) SOC 2 Type II report of the Borrower's external auditor, Felton Thorpe & Co. LLP (185 Asylum Street, Hartford, CT 06103), for the period ending December 31, 2023; (b) SOC 2 Type II report of Meridian's external auditor, Galloway Nash LLP (191 Peachtree Street NE, Suite 4000, Atlanta, GA 30303),

7. Cross-references for file: Quorum Nasdaq ticker: QIHC; Quorum EIN: 83-2147605; Quorum DE Entity File No.: 7234819; Meridian GA Control No.: 22049371; Meridian EIN: 58-3891274. Data Product | Description | Approximate Volume | Delivery Method MCI Consumer Credit File™ | Consumer credit-file data | ~310,000,000 consumer records | Daily batch + real-time API MCI CommercialView™ | Commercial credit data | ~42,000,000