Contract analysis

1. Introduction and Purpose of Engagement Thank you for selecting Calderwood & Harkness LLP ("Calderwood & Harkness" or the "Firm") to represent the Audit Committee of the Board of Directors (the "Audit Committee") of Quorum Insurance Holdings Corp. ("QIH" or the "Company") in connection with the above-referenced matter. We are honored by the confidence the Audit Committee has placed in our Firm, and we are committed

2. Identity of the Client The identity of the client in any legal engagement is a matter of fundamental importance, and it is critical that all parties have a clear understanding of this issue at the outset. The client for purposes of this engagement is the Audit Committee of the Board of Directors of Quorum Insurance Holdings Corp. The Firm does not represent, and will not represent in connection with this matter, Q

3. Scope of Engagement Calderwood & Harkness is engaged to scope, plan, and — if the scoping phase confirms the need — conduct an independent internal investigation into the allegations raised in the Complaint (the "Investigation"). The engagement encompasses both the preliminary scoping phase described in Section 4 and any subsequent full investigation authorized by the Audit Committee. Summary of Allegations to Be

4. Scoping Phase — Description and Estimated Duration The initial scoping phase of the engagement (the "Scoping Phase") is expected to last approximately four to six (4–6) weeks from the date of this Engagement Letter, depending on the complexity of the matters encountered and the availability of relevant documents and personnel. During the Scoping Phase, Calderwood & Harkness will undertake the following activities,

5. Staffing The following attorneys will be primarily responsible for conducting the work contemplated by this engagement: Conrad Ashby — Responsible Partner, White Collar Defense & Investigations (New York Bar Reg. No. 4417892). Mr. Ashby will have overall responsibility for the engagement and will serve as the primary point of contact for the Audit Committee. Mr. Ashby has more than twenty-five years of experience

6. Fees and Billing Arrangements 6.1 Hourly Rates Fees for professional services rendered in connection with this engagement will be calculated on an hourly basis at the following current standard rates for the Calderwood & Harkness White Collar Defense & Investigations Practice Group: These rates are subject to periodic adjustment, generally on an annual basis effective January 1 of each calendar year. The Audit Com

7. Forensic Accounting and E-discovery Support Given the nature of the allegations — which involve fabricated insurance placements, phantom commission income, and potential reserve manipulation — the Investigation will require significant forensic accounting analysis and electronic discovery support. Calderwood & Harkness proposes to retain Claridge Forensic Advisory LLC ("Claridge") to provide these services under t

8. Document Preservation and Litigation Hold Prompt and comprehensive document preservation is a critical first step in any internal investigation. Calderwood & Harkness will promptly prepare a document-preservation and litigation-hold notice (the "Preservation Notice") for issuance by QIH's General Counsel, Owen R. Hargrove, to relevant custodians at QIH and BSU. The Preservation Notice will be prepared in consultat

9. Attorney-Client Privilege and Work-Product Protection 9.1 Privilege Holder The attorney-client privilege with respect to all communications, documents, memoranda, analyses, and other materials arising from or created in connection with this engagement belongs to and is controlled exclusively by the Audit Committee of QIH's Board of Directors. The privilege extends to all communications between Calderwood & Harknes

10. Relationship with Other Counsel and Advisors QIH's standing outside corporate and securities counsel is Pemberton Hale & Creighton LLP (Elaine R. Foxworth, 599 Lexington Avenue, Suite 2600, New York, New York 10022). Pemberton Hale & Creighton has served as QIH's primary outside legal advisor on SEC reporting, corporate governance, and general corporate matters. Pemberton Hale & Creighton is not handling the Inve

11. Regulatory and Disclosure Considerations The Audit Committee should be aware that, depending on the findings of the Investigation, various regulatory and disclosure obligations may arise. While decisions regarding disclosure and cooperation with regulators will be made by the Audit Committee after consultation with Calderwood & Harkness, we believe it is important to identify, at the outset, the principal areas o

12. D&O Insurance Notice Timely notice to QIH's directors' and officers' liability insurer is an important step in preserving the Company's and its directors' and officers' rights under the applicable D&O insurance policies. Calderwood & Harkness will prepare a draft notice letter addressed to Sentinel Mutual Assurance Group (Patricia L. Munroe, Vice President — Executive Liability Claims, 200 Clarendon Street, Suite

13. Whistleblower Protections The Audit Committee and QIH must ensure strict compliance with the whistleblower protection provisions of the Sarbanes-Oxley Act of 2002, Section 806 (18 U.S.C. § 1514A), and the Dodd-Frank Wall Street Reform and Consumer Protection Act, Section 922 (15 U.S.C. § 78u-6), as well as any other applicable federal or state whistleblower protection statutes or regulations. No retaliatory actio

14. Conflicts of Interest Calderwood & Harkness conducted a comprehensive conflicts review in connection with this engagement. The conflicts check was initiated on February 25, 2026, and was completed and cleared on February 26, 2026. The Firm screened all relevant parties, entities, and individuals identified in connection with this matter, including: Quorum Insurance Holdings Corp. and its subsidiaries; Ashgrove Eq

15. Termination of Engagement Either the Audit Committee or Calderwood & Harkness may terminate this engagement at any time upon written notice to the other party, subject to the Firm's obligations under the applicable rules of professional conduct, including the obligation to take reasonable steps to avoid foreseeable prejudice to the client's interests and to comply with any applicable court rules or orders. Upon t

16. Limitation of Scope and No Guarantee of Outcome This engagement is limited to the scope described herein and in any subsequent amendments or modifications agreed to in writing by the Audit Committee and Calderwood & Harkness. The Firm's services do not extend to any matter or issue not expressly encompassed by this Engagement Letter and any authorized scope amendments. Calderwood & Harkness's advice is based on t

17. Governing Law and Dispute Resolution This Engagement Letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict-of-laws principles. Any dispute, controversy, or claim arising out of or relating to this Engagement Letter or the engagement described herein, including any dispute regarding the amount or reasonableness of fees charged, shall be resol

18. Acceptance and Execution If the terms and conditions set forth in this Engagement Letter are acceptable to the Audit Committee, please indicate the Audit Committee's acceptance by signing and dating this letter in the space provided below and returning one fully executed original to the undersigned. A copy should be retained for the Audit Committee's records. We look forward to working with the Audit Committee on