Contract analysis

I. Transmittal As you know, Calderwood & Harkness LLP represents Quorum Insurance Holdings Corp. ("Quorum"), a corporation organized and existing under the laws of the State of Delaware, in connection with the proposed enterprise data-licensing arrangement between Quorum and Meridian Credit intelligence, Inc. ("Meridian"), a corporation organized and existing under the laws of the State of Georgia. All discussions an

II. Overview of Transaction Parameters Before turning to the substance of our revisions, we believe it is useful to briefly recapitulate the agreed-upon commercial framework as memorialized in the parties' respective term sheets — specifically, Meridian's initial term sheet dated September 12, 2022, and Quorum's counter-term sheet dated September 30, 2022. Our understanding of the principal commercial parameters is a

III. Summary of Principal Revisions in the Quorum Redline The Quorum Redline contains numerous revisions across all articles of the Meridian Draft. Set forth below is a summary of the principal categories of revision. This summary is provided for convenience of reference only and is not intended to be exhaustive. All revisions — including those not specifically described below — are reflected in the tracked-changes d

IV. Additional Ancillary Documents As noted at several points above, the MDLA is intended to be supplemented by a number of ancillary documents that will be negotiated in parallel. Quorum intends to prepare and deliver initial drafts of the following ancillary documents to Kessler Pruitt & Ashe in the coming weeks:

1. Data Security Addendum (DSA) — addressing detailed information security obligations, technical safeguards, access controls, encryption standards, penetration testing, vendor management, and cross-border data transfer restrictions.

2. Data Processing Agreement (DPA) — addressing CCPA/CPRA compliance, service-provider/contractor designations, personal information processing limitations, and consumer rights facilitation.

3. FCRA Permissible Purpose Certification — a draft schedule to be attached to the MDLA, setting forth Quorum's certifications of permissible purpose under Section 604 of the FCRA.

4. Service Level Agreement (SLA) — addressing uptime, latency, data-quality, service credits, and remediation, as described in Section III(j) above.

5. Technical Schedule A — Data Delivery Specifications — addressing file formats, delivery protocols, API specifications, data field definitions, refresh cadences, and testing and acceptance procedures. We respectfully request that Kessler Pruitt & Ashe advise us at your earliest convenience as to whether Meridian intends to circulate its own drafts of any of the foregoing documents. If Meridian has existing template

V. Required Approvals We note for your awareness that Quorum's entry into the MDLA is subject to certain internal corporate approvals and third-party consents, which Quorum is currently in the process of obtaining. These approvals are conditions to Quorum's execution and delivery of the MDLA, and we anticipate that they will be addressed and resolved in the ordinary course prior to the targeted execution date. We do

VI. Proposed Next Steps and Scheduling To maintain momentum in the negotiation, we propose the following schedule: In-Person Negotiation Session. We propose scheduling a first in-person negotiation session in January 2023, to be held in New York, at which the principal open issues in the MDLA can be discussed at the partner level. We believe the January session should focus primarily on the most favored nation pricin

VII. Reservation of Rights The enclosed Quorum Redline and this letter are delivered without prejudice to any of Quorum's rights, remedies, or positions under the NDA, applicable law, or otherwise. Quorum expressly reserves the right to raise additional issues, propose further revisions, and withdraw or modify any positions set forth herein as the negotiation proceeds. No statement in this letter or the enclosed redl

VIII. Closing Quorum remains genuinely enthusiastic about the prospect of establishing a comprehensive data-licensing relationship with Meridian and is committed to working constructively with Meridian and its counsel to reach mutually acceptable terms. We believe that the commercial framework is sound and that, with focused attention to the principal open issues identified above, the parties can achieve a definitive