CALDERWOOD & HARKNESS LLP 1301 Avenue of the Americas New York, NY 10019

July 30, 2021

Mr. Yusuf A. Okafor General Counsel & Corporate Secretary Quorum Insurance Holdings Corp. 200 Constitution Plaza, Suite 3100 Hartford, CT 06103

Re: Invoice — Quorum Insurance Holdings Corp. Follow-On Offering C&H Matter No. 1025-00001

Dear Yusuf:

Enclosed please find the firm's invoice for professional services rendered in connection with the above-referenced matter through July 31, 2021. As you are aware, the services reflected herein relate to the proposed registered follow-on offering of shares of common stock, par value $0.01 per share, of Quorum Insurance Holdings Corp. (the "Company"), to be made pursuant to the Company's effective shelf registration statement on Form S-3 (File No. 333-248710) (the "Shelf Registration Statement"). As previously discussed, the matter has been placed on dormant status following the mutual decision by Quorum and Greystone Harwick & Co., LLC ("Greystone Harwick"), as lead book-running manager, to pause the offering on June 28, 2021, pending further evaluation of market conditions and other considerations.

Set forth below is a summary of the charges incurred in connection with this engagement.

Summary of Professional Fees

Summary of Disbursements

TOTAL AMOUNT DUE: $95,645.00

Payment Terms and Wire Instructions

Payment is due within thirty (30) days of the date of this invoice, consistent with the terms of the engagement letter between Calderwood & Harkness LLP and Quorum Insurance Holdings Corp. dated May 10, 2021 (the "Engagement Letter"). For your convenience, wire payment may be remitted using the following instructions:

Payee: Calderwood & Harkness LLP Account No.: 4478-2201-6693 Bank: Harborview Trust & Savings Bank ABA Routing No.: 021-307-884

Please reference C&H Matter No. 1025-00001 in any wire transfer or remittance correspondence to ensure proper crediting.

Fee Cap Confirmation

We are pleased to confirm that the total professional fees of $92,445.00 reflected in this invoice remain well within the $175,000.00 fee cap established in Section 4(a) of the Engagement Letter dated May 10, 2021. Accordingly, $82,555.00 remains available under the cap ($175,000.00 minus $92,445.00). We note that disbursements are billed separately and are not subject to the fee cap, as provided in Section 4(b) of the Engagement Letter.

This invoice represents a final billing for the current dormant period. No additional professional fees or disbursements will be incurred in connection with this matter unless and until the engagement is reactivated at the Company's written request, and in accordance with the procedures set forth in the Engagement Letter.

Description of Work Performed

For your records, the following is a summary of the principal work product generated and services rendered during the engagement period (May 10, 2021 through July 2021). A detailed breakdown of time entries by timekeeper is enclosed as an attachment to this letter.

• Preparation and revision of the preliminary prospectus supplement relating to the proposed follow-on offering, including successive working drafts dated May 14, 2021 and May 25, 2021, incorporating comments from the Company, Greystone Harwick, and underwriter's counsel;

• Drafting and negotiation of the underwriting agreement among the Company and the several underwriters named therein, including a substantially complete working draft dated May 25, 2021, reflecting negotiated positions on representations and warranties, indemnification, conditions to closing, and lock-up provisions;

• Preparation of resolutions of the Board of Directors of the Company authorizing the offering, the pricing and sale of shares, and related matters, which resolutions were duly adopted by the Board on June 2, 2021;

• Drafting of a form lock-up agreement for execution by directors, executive officers, and certain significant stockholders of the Company, in form customary for transactions of this nature;

• Preparation and delivery of a comprehensive due diligence request list to the Company and its advisors, and participation in the management due diligence call held on May 19, 2021 with representatives of the Company, Greystone Harwick, Duval & Pressler LLP, and Carver, Bain & Associates LLP;

• Drafting of the Company's 10b-5 representation letter and an outline of the legal opinion to be delivered by the firm at closing, each dated June 7, 2021, for review and comment by the Company and underwriter's counsel; and

• General coordination and communication with Duval & Pressler LLP (counsel to the underwriters), Carver, Bain & Associates LLP (the Company's independent registered public accounting firm), and other transaction parties in connection with the foregoing matters.

We note for the record that the preliminary prospectus supplement was not filed with the Securities and Exchange Commission, the underwriting agreement was not executed by any party, and no closing of the offering occurred. All draft documents and work product remain in the firm's files and are available for retrieval in the event the offering is resumed.

Dormancy and Continuing Availability

As noted above, the matter has been placed on dormant status effective June 28, 2021, following the mutual decision by the Company and Greystone Harwick to pause the proposed offering. No formal termination of the engagement has occurred, and the Engagement Letter dated May 10, 2021 remains in full force and effect in accordance with its terms.

Calderwood & Harkness remains fully available to assist should Quorum decide to resume the offering at any point in the future. We would note in this regard that the Shelf Registration Statement on Form S-3 (File No. 333-248710), which became effective on September 18, 2020, remains effective through September 18, 2023, in accordance with the three-year effectiveness period prescribed by Rule 415 under the Securities Act of 1933, as amended. If the Company elects to revive the offering after September 18, 2023, a new registration statement on Form S-3, or a post-effective amendment to the existing Shelf Registration Statement, would need to be filed with and declared effective by the Securities and Exchange Commission prior to the commencement of any such offering.

Please do not hesitate to reach out to me or to Robert Adeyemi at any time should you have questions regarding this invoice, the status of the engagement, or any other matter. We greatly appreciate the opportunity to serve as counsel to Quorum Insurance Holdings Corp. in connection with this transaction and look forward to working with you and your team again in the future.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Jennifer Kwon Partner

Enclosure: Detailed Time Entries (Billing Statement)

cc: Robert Adeyemi, Calderwood & Harkness LLP

Timekeeper	Role	Hours	Rate ($/hr)	Amount
Robert Adeyemi	Partner	18.6	$1,250.00	$23,250.00
Jennifer Kwon	Partner	4.2	$1,250.00	$5,250.00
Natasha Forbes	Associate	49.8	$725.00	$36,105.00
Eric Johannsen	Associate	38.4	$725.00	$27,840.00
Total Professional Fees	111.0	$92,445.00
Description	Amount
EDGAR Filing / Conversion Services (Pinnacle Filing Solutions, Inc.)	$1,850.00
Westmark Data Systems / Legal Research	$975.00
Courier / Delivery	$215.00
Conference Call Services	$160.00
Total Disbursements	$3,200.00

CALDERWOOD & HARKNESS LLP 1301 Avenue of the Americas New York, NY 10019
July 30, 2021
Mr. Yusuf A. Okafor General Counsel & Corporate Secretary Quorum Insurance Holdings Corp. 200 Constitution Plaza, Suite 3100 Hartford, CT 06103
Re: Invoice — Quorum Insurance Holdings Corp. Follow-On Offering C&H Matter No. 1025-00001
Dear Yusuf:
Enclosed please find the firm's invoice for professional services rendered in connection with the above-referenced matter through July 31, 2021. As you are aware, the services reflected herein relate to the proposed registered follow-on offering of shares of common stock, par value $0.01 per share, of Quorum Insurance Holdings Corp. (the "Company"), to be made pursuant to the Company's effective shelf registration statement on Form S-3 (File No. 333-248710) (the "Shelf Registration Statement"). As previously discussed, the matter has been placed on dormant status following the mutual decision by Quorum and Greystone Harwick & Co., LLC ("Greystone Harwick"), as lead book-running manager, to pause the offering on June 28, 2021, pending further evaluation of market conditions and other considerations.
Set forth below is a summary of the charges incurred in connection with this engagement.
Summary of Professional Fees
Summary of Disbursements
TOTAL AMOUNT DUE: $95,645.00
Payment Terms and Wire Instructions
Payment is due within thirty (30) days of the date of this invoice, consistent with the terms of the engagement letter between Calderwood & Harkness LLP and Quorum Insurance Holdings Corp. dated May 10, 2021 (the "Engagement Letter"). For your convenience, wire payment may be remitted using the following instructions:
Payee: Calderwood & Harkness LLP Account No.: 4478-2201-6693 Bank: Harborview Trust & Savings Bank ABA Routing No.: 021-307-884
Please reference C&H Matter No. 1025-00001 in any wire transfer or remittance correspondence to ensure proper crediting.
Fee Cap Confirmation
We are pleased to confirm that the total professional fees of $92,445.00 reflected in this invoice remain well within the $175,000.00 fee cap established in Section 4(a) of the Engagement Letter dated May 10, 2021. Accordingly, $82,555.00 remains available under the cap ($175,000.00 minus $92,445.00). We note that disbursements are billed separately and are not subject to the fee cap, as provided in Section 4(b) of the Engagement Letter.
This invoice represents a final billing for the current dormant period. No additional professional fees or disbursements will be incurred in connection with this matter unless and until the engagement is reactivated at the Company's written request, and in accordance with the procedures set forth in the Engagement Letter.
Description of Work Performed
For your records, the following is a summary of the principal work product generated and services rendered during the engagement period (May 10, 2021 through July 2021). A detailed breakdown of time entries by timekeeper is enclosed as an attachment to this letter.
•  Preparation and revision of the preliminary prospectus supplement relating to the proposed follow-on offering, including successive working drafts dated May 14, 2021 and May 25, 2021, incorporating comments from the Company, Greystone Harwick, and underwriter's counsel;
•  Drafting and negotiation of the underwriting agreement among the Company and the several underwriters named therein, including a substantially complete working draft dated May 25, 2021, reflecting negotiated positions on representations and warranties, indemnification, conditions to closing, and lock-up provisions;
•  Preparation of resolutions of the Board of Directors of the Company authorizing the offering, the pricing and sale of shares, and related matters, which resolutions were duly adopted by the Board on June 2, 2021;
•  Drafting of a form lock-up agreement for execution by directors, executive officers, and certain significant stockholders of the Company, in form customary for transactions of this nature;
•  Preparation and delivery of a comprehensive due diligence request list to the Company and its advisors, and participation in the management due diligence call held on May 19, 2021 with representatives of the Company, Greystone Harwick, Duval & Pressler LLP, and Carver, Bain & Associates LLP;
•  Drafting of the Company's 10b-5 representation letter and an outline of the legal opinion to be delivered by the firm at closing, each dated June 7, 2021, for review and comment by the Company and underwriter's counsel; and
•  General coordination and communication with Duval & Pressler LLP (counsel to the underwriters), Carver, Bain & Associates LLP (the Company's independent registered public accounting firm), and other transaction parties in connection with the foregoing matters.
We note for the record that the preliminary prospectus supplement was not filed with the Securities and Exchange Commission, the underwriting agreement was not executed by any party, and no closing of the offering occurred. All draft documents and work product remain in the firm's files and are available for retrieval in the event the offering is resumed.
Dormancy and Continuing Availability
As noted above, the matter has been placed on dormant status effective June 28, 2021, following the mutual decision by the Company and Greystone Harwick to pause the proposed offering. No formal termination of the engagement has occurred, and the Engagement Letter dated May 10, 2021 remains in full force and effect in accordance with its terms.
Calderwood & Harkness remains fully available to assist should Quorum decide to resume the offering at any point in the future. We would note in this regard that the Shelf Registration Statement on Form S-3 (File No. 333-248710), which became effective on September 18, 2020, remains effective through September 18, 2023, in accordance with the three-year effectiveness period prescribed by Rule 415 under the Securities Act of 1933, as amended. If the Company elects to revive the offering after September 18, 2023, a new registration statement on Form S-3, or a post-effective amendment to the existing Shelf Registration Statement, would need to be filed with and declared effective by the Securities and Exchange Commission prior to the commencement of any such offering.
Please do not hesitate to reach out to me or to Robert Adeyemi at any time should you have questions regarding this invoice, the status of the engagement, or any other matter. We greatly appreciate the opportunity to serve as counsel to Quorum Insurance Holdings Corp. in connection with this transaction and look forward to working with you and your team again in the future.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Jennifer Kwon Partner
Enclosure: Detailed Time Entries (Billing Statement)
cc: Robert Adeyemi, Calderwood & Harkness LLP
Timekeeper | Role | Hours | Rate ($/hr) | Amount
Robert Adeyemi | Partner | 18.6 | $1,250.00 | $23,250.00
Jennifer Kwon | Partner | 4.2 | $1,250.00 | $5,250.00
Natasha Forbes | Associate | 49.8 | $725.00 | $36,105.00
Eric Johannsen | Associate | 38.4 | $725.00 | $27,840.00
Total Professional Fees | 111.0 | $92,445.00
Description | Amount
EDGAR Filing / Conversion Services (Pinnacle Filing Solutions, Inc.) | $1,850.00
Westmark Data Systems / Legal Research | $975.00
Courier / Delivery | $215.00
Conference Call Services | $160.00
Total Disbursements | $3,200.00

CALDERWOOD & HARKNESS LLP 1301 Avenue of the Americas New York, NY 10019

CALDERWOOD & HARKNESS LLP

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