Contract analysis

1. Purpose of Memorandum This memorandum documents the conflicts-of-interest review conducted by Calderwood & Harkness LLP (the "Firm") in connection with the proposed engagement of the Firm by the Audit Committee of the Board of Directors of Quorum Insurance Holdings Corp. ("QIH" or the "Company") to scope and, if warranted, conduct an independent internal investigation into allegations of financial misconduct at QI

2. Engagement Overview 2.1 Client Identity The client for this engagement is the Audit Committee of the Board of Directors of Quorum Insurance Holdings Corp., acting in its oversight and investigative capacity under its charter and applicable law. The Firm does not represent QIH management, any individual officer or director of QIH or BSU, or any QIH subsidiary in its individual capacity in connection with this matte

1. Fictitious Policy Placements. The creation and recording of fictitious policy binder confirmations purportedly placed through three retail broker entities — Veltrano Risk Advisors, Halloran & Pratt Insurance Associates, and CrestPoint Brokerage LLC — that the whistleblower alleges are either fictitious or shell entities lacking valid surplus-lines licenses. The whistleblower alleges that approximately 147 fictitio

2. Manipulated IBNR Loss-Reserve Releases. The improper release of IBNR loss reserves without actuarial justification, resulting in the recognition of approximately $38.5 million in improper reserve releases that inflated BSU's underwriting income and, by extension, QIH's consolidated earnings. The aggregate alleged financial misstatement is approximately $48.1 million ($9.6 million in phantom commission income plus

3. Parties Screened The following parties were identified for purposes of the conflicts-of-interest search. Each party's name, organizational type, role in the matter, and relevant identifying information are set forth below. All parties listed were run through the Firm's conflicts database and were the subject of individual partner and counsel inquiries as described in Section 4 of this memorandum. 3.1 Client Entiti

4. Conflicts Search Methodology 4.1 Systems and Databases Searched The conflicts-of-interest search was conducted using the following systems and procedures:

1. Firm-Wide Conflicts Database. The Firm maintains a proprietary firm-wide conflicts management database (the "Conflicts Database") that contains records of all current and former client representations, adverse party designations, matter-specific relationships, and related party information across all of the Firm's offices worldwide and all practice groups. The Conflicts Database was searched using the full legal n

2. Manual Partner and Counsel Inquiries. In addition to the electronic database search, a manual inquiry was circulated via the Firm's internal conflicts-notification system to all partners and counsel in the following practice groups: (a) White Collar Defense & Investigations; (b) Insurance; (c) Corporate / Mergers & Acquisitions; and (d) Litigation. The inquiry identified all parties screened and requested that eac

3. Engagement Team Personal Disclosures. Each member of the proposed engagement team — Conrad Ashby, Victoria Chambers, Steven Hollander, and Jasmine Thornton — was required to confirm individually that he or she has no personal relationships, financial interests, or prior professional contacts with any screened party that could give rise to a conflict of interest or an appearance of impropriety. 4.2 Scope of Review

5. Search Results and Analysis 5.1 Quorum Insurance Holdings Corp. and Ashgrove Equity Partners Specialty Underwriting, Inc. The Firm's Conflicts Database was searched for any current or prior representation of Quorum Insurance Holdings Corp. or Ashgrove Equity Partners Specialty Underwriting, Inc. in any capacity. No results were returned. The Firm has not represented QIH or BSU as a client in any matter — transacti

6. Ethical Considerations and Engagement-Specific Notes 6.1 Identity of the Client As noted throughout this memorandum, the client for this engagement is the Audit Committee of the Board of Directors of Quorum Insurance Holdings Corp., acting in its capacity as the body charged with oversight of QIH's financial reporting, internal controls, and compliance functions. The Firm does not represent QIH management, any ind

7. Conclusion and Clearance Based on the comprehensive search of Calderwood & Harkness LLP's firm-wide Conflicts Database, supplemented by individual inquiries to all partners and counsel in the White Collar Defense & Investigations, Insurance, Corporate / Mergers & Acquisitions, and Litigation practice groups, and further supplemented by the personal disclosures of each member of the proposed engagement team, no dis

8. Approval Block PREPARED BY: ________________________________________ Steven Hollander Lead Associate, White Collar Defense & Investigations Calderwood & Harkness LLP NY Bar #5681234 Date: February 26, 2026 REVIEWED AND APPROVED BY: ________________________________________ Conrad Ashby Responsible Partner, White Collar Defense & Investigations Calderwood & Harkness LLP NY Bar #4417892 Date: February 26, 2026 APPEND