Contract analysis

From: Steven Hollander <shollander@calderwoodharkness.com> To: "Elaine R. Foxworth" <efoxworth@pembertonhale.com> Cc: Conrad Ashby <cashby@calderwoodharkness.com> Subject: Quorum Insurance Holdings Corp. — Coordination Between Counsel re Internal Review

I am writing to introduce myself as the Lead Associate on the Calderwood & Harkness LLP engagement team that has been retained by the Audit Committee of Quorum Insurance Holdings Corp. ("QIH") to conduct an independent internal review of certain matters recently brought to the Audit Committee's attention. Our team is led by Conrad Ashby (Responsible Partner, copied here), together with Victoria Chambers (Billing Part

I am reaching out at this early stage because we understand that Pemberton Hale & Creighton LLP has a longstanding relationship with QIH as its outside counsel for corporate governance and SEC reporting and disclosure matters. We believe it is important to establish clear lines of coordination between our respective firms from the outset.

To ensure we are working from a shared understanding, I want to confirm the following division of responsibilities, which is by design to preserve the independence of the Audit Committee's review:

Calderwood & Harkness's engagement is limited to the independent internal review, conducted at the direction of and reporting to the Audit Committee. It is our understanding that Pemberton Hale & Creighton will continue in its role advising QIH — including management and the Board as appropriate — on corporate governance and securities disclosure matters, including any disclosure obligations that may arise in connect

With that in mind, I would like to propose a call early the week of March 2 to discuss three topics in particular:

*1. 8-K Disclosure Timing Considerations.* Depending on the progress and findings of the review, QIH may face disclosure obligations under SEC rules, potentially including Form 8-K filings. As you are aware, QIH filed its FY 2025 Form 10-K on February 21, 2026. The review is currently at an early scoping stage, and no materiality determination has yet been made. That said, we think it would be prudent to establish a

*2. Coordination Regarding the External Auditor (Kellner & Strauss LLP).* The subject matter under review may have implications for QIH's financial statements and the audit thereof. We understand that Howard M. Bressler is the lead engagement partner at Kellner & Strauss. We would like to discuss protocols for any communications with the auditor regarding the review — specifically, the timing and manner of any notifi

*3. Protocols for Information Sharing Between the Firms.* We want to ensure that attorney-client privilege and work-product protections are rigorously maintained throughout the review. As you know, the Audit Committee controls the privilege with respect to the investigation. We believe it would be valuable to establish a written protocol — or at minimum an agreed understanding — governing: (i) the categories of infor

Conrad Ashby is available to join the call, and we would welcome the opportunity to discuss these matters at your earliest convenience. Would you be able to suggest a few times that work for you and your team during the week of March 2? I can be reached directly at the contact information below.

Thank you in advance for your willingness to collaborate on these coordination issues. We recognize the importance of Pemberton Hale & Creighton's role and institutional knowledge, and we are confident that both firms share the goal of serving QIH's best interests through this process.

**Steven Hollander** Calderwood & Harkness LLP White Collar Defense & Investigations 1221 Avenue of the Americas, 38th Floor New York, NY 10020 T: (212) 554-7183 E: shollander@calderwoodharkness.com NY Bar #5681234

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