Contract analysis

1. Purpose and Confirmation of Closing Calderwood & Harkness LLP is pleased to write to confirm the successful closing of the enterprise Software-as-a-Service subscription transaction (the "Transaction") between Quorum Insurance Holdings Corp. ("Quorum" or the "Company") and Clearpoint Analytics, Inc. ("Clearpoint"), pursuant to which Quorum has licensed and subscribed to the ClaimsIQ™ claims-processing and analytics

2. Summary of Executed Transaction Documents The following documents were negotiated, finalized, and duly executed in connection with the Transaction (collectively, the "Transaction Documents"): 2.1 Enterprise SaaS Subscription Agreement The Enterprise SaaS Subscription Agreement (the "SaaS Agreement" or the "Agreement") was executed on April 26, 2024 by and between Quorum Insurance Holdings Corp., as Licensee, and C

3. Confirmation of Year 1 Subscription Payment We confirm that the Year 1 subscription payment in the amount of One Million Four Hundred Thousand Dollars ($1,400,000) was remitted by Quorum to Clearpoint Analytics, Inc. on May 2, 2024. Pursuant to Section 4.1 of the SaaS Agreement, the initial annual subscription fee was due and payable within thirty (30) days of the Closing Date (i.e., by May 26, 2024). Accordingly,

4. Additional Closing Deliverables Received In addition to the executed Transaction Documents described in Section 2 above, the following closing deliverables were received, reviewed, and confirmed by Calderwood & Harkness on behalf of Quorum: (a) SOC 2 Type II Audit Report. A copy of Clearpoint's SOC 2 Type II audit report covering the audit period from April 1, 2023 through March 31, 2024, as audited and issued by

5. Post-Closing Obligations and Key Dates Although the closing is now complete and the engagement has been concluded, we wish to draw your attention to the following post-closing obligations and key dates arising under the Transaction Documents. These are intended as a reference guide and do not constitute an exhaustive listing of all contractual obligations: Quarterly Source Code Escrow Deposits. Clearpoint is oblig

6. Counterparty Counsel For your records, we note that Clearpoint Analytics, Inc. was represented throughout the negotiation and closing of the Transaction by Whitfield Greer & Associates LLP, with offices at 71 South Dearborn Street, Suite 4400, Chicago, IL 60603. The lead partner for Clearpoint's engagement was Damian Cho, Esq., with associate Leona Burris, Esq. serving as the primary working attorney on the Clearp

7. Retention of Records and Engagement Conclusion Calderwood & Harkness LLP will retain copies of all executed Transaction Documents and related correspondence in our files in accordance with the firm's applicable record-retention policies. Copies of the fully executed Transaction Documents and the final closing checklist are enclosed with this letter for your records. We confirm that Calderwood & Harkness's represen

8. Acknowledgments We wish to express our sincere appreciation for the opportunity to represent Quorum Insurance Holdings Corp. in connection with this Transaction. It was a privilege to work with Quorum's internal team, and we particularly acknowledge the invaluable contributions and collaboration of Patricia Okonkwo, General Counsel; Derek Langston, Chief Information Officer and internal business sponsor for the Cl

1. Fully executed Enterprise SaaS Subscription Agreement (with Exhibits A through D), dated April 26, 2024

2. Fully executed Technology Escrow Agreement, dated May 3, 2024

3. Closing Checklist (final version), dated May 6, 2024 Contract Year | Period | Maximum ACV Year 1 | April 26, 2024 – April 25, 2025 | $1,400,000 Year 2 | April 26, 2025 – April 25, 2026 | $1,449,000 Year 3 | April 26, 2026 – April 25, 2027 | $1,499,715 Year 4 | April 26, 2027 – April 25, 2028 | $1,552,205 Year 5 | April 26, 2028 – April 25, 2029 | $1,607,523 (approx.)