Contract analysis

I. Purpose and Executive Summary The purpose of this memorandum is to summarize, for the benefit of Quorum Insurance Holdings Corp. ("Quorum") management, the material changes negotiated by Calderwood & Harkness LLP ("C&H") on behalf of Quorum from Clearpoint Analytics, Inc.'s ("Clearpoint") initial form Enterprise SaaS Subscription Agreement (the "Agreement") received on March 11, 2024, to the final execution versio

II. Summary of Material Changes The following subsections describe each category of material change in sequence, organized to correspond with the relevant provisions of the Agreement and its exhibits. For each category, we describe: (a) Clearpoint's original form position; (b) the negotiated change reflected in the Execution Version; and (c) the practical and legal significance of the change for Quorum. A side-by-sid

I. Change-of-Control Assignment Restriction (Section 14.3 of Agreement) Clearpoint's Form Position. The form agreement contained a standard anti-assignment clause in Section 14.2 providing that neither party may assign the Agreement without the other party's prior written consent. However, the form agreement included a carve-out permitting either party to assign the Agreement without the other party's consent "in con

III. Additional Negotiated Refinements In addition to the ten categories of material changes described in Section II above, the negotiation process resulted in a number of additional refinements to the Agreement and its exhibits. While these refinements are, in our assessment, not individually material to the overall risk-allocation framework of the Agreement, they are nevertheless noteworthy and are summarized below

IV. Dravello Data Compliance Advisors Assessment We note that the data-privacy impact assessment completed on April 8, 2024 by Dravello Data Compliance Advisors LLC (principal consultant Miriam Tanaka) informed several of the negotiated changes described in this memorandum. Specifically, the Fenwick DCA assessment addressed the privacy and data-security implications of Clearpoint's processing of Quorum's Customer Dat

V. Recommendation and Next Steps Based on our review of the Execution Version and the negotiation outcomes summarized in this memorandum, we recommend approval of the Execution Version for signing by Patricia Okonkwo, General Counsel, on behalf of Quorum Insurance Holdings Corp. The Execution Version reflects a commercially balanced agreement that appropriately protects Quorum's interests as a regulated insurance ent

1. Year 1 Subscription Payment. The Year 1 subscription payment of $1,400,000 is due upon execution. Quorum's finance team should be prepared to remit payment within thirty (30) days of the Effective Date, in accordance with the payment instructions set forth in Schedule 1 to the Agreement.

2. Technology Escrow Agreement. The Technology Escrow Agreement with Granite Trust Company, N.A. must be finalized and executed as a post-closing deliverable. C&H is currently reviewing the form escrow agreement provided by Granite Trust and anticipates circulating a final version within two weeks of the Agreement's Effective Date. Clearpoint's initial deposit of escrowed materials is required within thirty (30) days

3. Implementation Planning. Following execution, Quorum and Clearpoint should schedule a formal implementation kickoff meeting to establish the project timeline, identify key stakeholders, and confirm the technical requirements for Platform deployment across Quorum's three operational locations. C&H Engagement Team. The Calderwood & Harkness LLP engagement team for this matter is available for any questions, clarific

VI. Appendix — Comparison Table of Key Terms The following table provides a side-by-side comparison of the ten categories of material changes negotiated from the form agreement to the Execution Version. This table is intended as a summary reference and should be read in conjunction with the detailed discussion in Section II above. This memorandum has been prepared solely for the use of the addressees identified above

I. Change of Control (§ 14.3) | Silent on change of control; standard anti-assignment clause with merger/acquisition carve-out permitting assignment without consent. | Assignment in c