Contract analysis

I. EXECUTIVE SUMMARY This memorandum provides a comprehensive, side-by-side annotated comparison of the Meridian Initial Term Sheet delivered on September 12, 2022 by Kessler Pruitt & Ashe LLP (on behalf of Meridian Credit intelligence, Inc.) against the Quorum Counter-Term Sheet delivered on September 30, 2022 (prepared by Calderwood & Harkness LLP on behalf of Quorum Insurance Holdings Corp.). The comparison is int

II. METHODOLOGY AND LEGEND A. Comparison Format This memorandum is organized as a provision-by-provision annotated comparison. For each material term addressed in the Meridian Initial Term Sheet and/or the Quorum Counter-Term Sheet, the comparison follows a four-part structure: (i) Meridian Term Sheet Position. A summary of the relevant provision as set forth in the Meridian Initial Term Sheet dated September 12, 202

III. COMPARISON TABLE — PROVISION-BY-PROVISION ANALYSIS

Section 1: Parties Meridian Term Sheet: Licensor: Meridian Credit intelligence, Inc., a Georgia corporation, with its principal place of business at 3300 Peachtree Road NE, Suite 2100, Atlanta, Georgia 30326. Licensee: Quorum Insurance Holdings Corp., a Delaware corporation, with its principal place of business at 1200 Atlantic Street, Suite 3400, Stamford, Connecticut 06901. Quorum Counter-Term Sheet: Identical iden

Section 2: Licensed Data Products Meridian Term Sheet: The term sheet identifies three licensed data products: (i) MCI Consumer Credit File™ — Approximately 310 million consumer credit records, delivered via daily batch (SFTP) and real-time access (REST API). (ii) MCI CommercialView™ — Approximately 42 million business/commercial credit records, delivered via weekly batch (SFTP). (iii) MCI AltSignal™ — Approximately

Section 3: License Term Meridian Term Sheet: • Initial Term: Five (5) years, commencing on the "Effective Date," defined as the date of execution of the MDLA by both parties. • Renewal: One (1) automatic renewal for a period of two (2) years, unless either party provides one hundred eighty (180) days' prior written notice of non-renewal before the expiration of the then-current term. • Convenience Termination: No pro

Section 4: License Fees and Payment Terms Meridian Term Sheet: • Total Deal Value: $60,000,000 over the five-year initial term. • Annual Fee Structure: • Year 1: $10,800,000 (reflecting a six-month implementation and ramp period during which Quorum may not be at full utilization; effective monthly rate of $900,000). • Years 2–5: $12,300,000 per year (effective monthly rate of $1,025,000). • Payment cadence: Quarterly

Section 5: Data Volume Tiers and Overage Meridian Term Sheet: • Base Tier: Up to 500 million records per month (consumer and commercial data combined across all three Licensed Data Products). • Overage Rate: $0.003 per record for each record delivered or accessed in excess of the 500 million records/month base tier threshold. Quorum Counter-Term Sheet: • Base Tier: Accepts the 500 million records/month base tier as p

Section 6: License Grant and Scope of Use Meridian Term Sheet: • License Type: Non-exclusive, non-transferable, non-sublicensable license. • Permitted Use: Access to and use of the Licensed Data Products solely for Quorum's internal business purposes in the following fields: (i) insurance underwriting, (ii) claims management, (iii) fraud detection, and (iv) customer analytics. • Licensee Universe: Use restricted to Q

Section 7: Most Favored Nation Pricing Meridian Term Sheet: No MFN clause of any kind. The Meridian term sheet is entirely silent on pricing benchmarking, competitive pricing commitments, pricing audit rights, or any other mechanism by which Quorum could verify that its pricing terms are competitive relative to Meridian's other enterprise licensees. Quorum Counter-Term Sheet: Includes a comprehensive most favored nat

Section 8: Derived Data and intellectual Property Ownership Meridian Term Sheet: (a) Meridian IP Ownership. All intellectual property in the Licensed Data Products — including all trademarks (MCI Consumer Credit File™, MCI CommercialView™, MCI AltSignal™), copyrights, trade secrets, and database rights — remains solely and exclusively with Meridian. No transfer of any IP rights in the Licensed Data Products to Quorum

Section 9: Data Security and Privacy Meridian Term Sheet: • Regulatory Compliance. Licensee (Quorum) must comply with all applicable data-protection laws, including: the Fair Credit Reporting Act ("FCRA"), the Gramm-Leach-Bliley Act ("GLBA"), the California Consumer Privacy Act / California Privacy Rights Act ("CCPA/CPRA"), and applicable state insurance data-security regulations. • Security Certifications. Licensee

Section 10: Service Levels and Uptime Meridian Term Sheet: • Uptime Commitment. Meridian commits to 99.5% monthly uptime for real-time API access to the MCI Consumer Credit File. • Batch Data Delivery. Batch data deliveries (SFTP) to be completed within six (6) hours of the scheduled delivery window. • Service Credits. 5% of the monthly license fee for each 0.5% shortfall below the 99.5% uptime threshold, subject to

Section 11: Representations and Warranties Meridian Term Sheet: • Mutual Representations. Standard mutual representations including: (i) due organization and valid existence, (ii) authority to enter into the agreement, (iii) no conflicts with existing obligations or applicable law. • Meridian-Specific Representations. Meridian represents that: (i) it has all necessary rights, licenses, and authorizations to license t