1025-00001 · Client 1025 · Diligence

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CONFIDENTIAL

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

QUORUM INSURANCE HOLDINGS CORP.

Follow-On Offering of Common Stock

DUE DILIGENCE REQUEST LIST

Date Prepared: May 14, 2021

C&H Matter No. 1025-00001

This document constitutes a preliminary list of due diligence items requested by Calderwood & Harkness LLP ("C&H" or "Underwriters' Counsel") in connection with the proposed registered follow-on offering (the "Offering") of shares of common stock, par value $0.01 per share (the "Common Stock"), of Quorum Insurance Holdings Corp., a Delaware corporation ("Quorum" or the "Company"), to be effected pursuant to the Company's effective shelf registration statement on Form S-3 (File No. 333-248710), which was declared effective by the Securities and Exchange Commission (the "SEC") on September 18, 2020, and the prospectus supplement to be filed in connection with the Offering.

All materials requested herein should be provided to:

Natasha Forbes Calderwood & Harkness LLP

Email: nforbes@calderwoodharkness.com

Eric Johannsen Calderwood & Harkness LLP

Email: ejohannsen@calderwoodharkness.com

This request list is not intended to be exhaustive and may be supplemented, modified, or revised as the due diligence process proceeds and as additional information becomes available or as additional areas of inquiry are identified. The Company should advise C&H promptly if any requested item is unavailable or if any item requires clarification or additional context. To the extent any requested item does not exist or is not applicable to the Company, the Company should so indicate in writing.

The Company is requested to provide all materials in electronic format (PDF, Word, or Excel, as appropriate) where possible. For executed originals of material agreements, corporate charters, and similar instruments, hard copies should be provided in addition to electronic copies. Materials may be uploaded to the virtual data room established for this transaction or delivered directly to the contacts identified above.

Unless otherwise specified, references to the "Company" include Quorum Insurance Holdings Corp. and each of its direct and indirect subsidiaries. References to "material" are intended to be interpreted consistently with the standards applicable to disclosure obligations under the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act").

I. CORPORATE AND ORGANIZATIONAL

1.1 Certificate of Incorporation of Quorum Insurance Holdings Corp., as amended and/or restated through the date hereof, including all certificates of amendment, certificates of designation (if any), and certificates of merger (if any), together with the current Amended and Restated Bylaws of the Company, each as currently in effect. Please confirm that the copies provided reflect all amendments adopted through the date hereof and that no further amendments are pending or contemplated.

1.2 Certificates of incorporation, certificates of formation, articles of organization, or equivalent organizational documents (as amended and restated) for each of the Company's material subsidiaries, including but not limited to:

(a) Quorum Specialty Insurance Company, a Connecticut-domiciled stock insurance company (Connecticut Department of Insurance entity no. 47832);

(b) Quorum National Casualty Co., a Delaware-domiciled stock insurance company (Delaware Department of Insurance entity no. 10591); and

(c) QuorumEdge Technology Solutions, Inc., a Delaware corporation and wholly owned subsidiary of the Company, which serves as the Company's financial technology and InsurTech operating subsidiary.

For each subsidiary, please also provide current bylaws, operating agreements, or equivalent governance documents, as applicable.

1.3 Good standing certificates (or certificates of existence or status, as applicable) for the Company from the Secretary of State of the State of Delaware and the Secretary of the State of Connecticut, and for each material subsidiary in (i) its respective state of organization or domicile and (ii) each state in which such subsidiary is qualified, licensed, or registered to transact business, in each case dated as recently as practicable prior to the date of the Offering.

1.4 A complete list of all jurisdictions (domestic and foreign) in which the Company and each of its subsidiaries are qualified, registered, or licensed to do business, including the form of qualification or registration (e.g., foreign corporation qualification, insurance company certificate of authority, surplus lines license, reinsurer accreditation, etc.) and the date of qualification or registration in each such jurisdiction.

1.5 A current organizational chart showing the Company's complete corporate structure, including all direct and indirect subsidiaries, joint ventures, and other entities in which the Company holds an equity interest, together with the percentage ownership interest held by the Company (or by the applicable intermediate subsidiary) in each such entity. The organizational chart should reflect the jurisdiction of organization or domicile for each entity.

1.6 Complete copies of the minutes of all meetings (and records of all actions taken by written consent in lieu of meetings) of the Board of Directors of the Company and all committees thereof for the twelve-month period preceding the date of this request list (i.e., from May 14, 2020 through the date hereof), including without limitation:

(a) meetings and written consents of the full Board of Directors;

(b) meetings and written consents of the Audit Committee;

(d) meetings and written consents of the Nominating and Corporate Governance Committee; and

(e) meetings and written consents of any other standing or special committees of the Board.

In addition, please provide any board or committee resolutions specifically authorizing the Offering, the filing of the prospectus supplement, the engagement of the underwriters, or any related matters.

1.7 A current stockholder list and capitalization table for the Company, setting forth in reasonable detail:

(a) the total number of shares of Common Stock authorized (100,000,000 shares, par value $0.01 per share) and the total number of shares of Common Stock issued and outstanding as of the most recent practicable date (38,125,000 shares outstanding as of the date hereof);

(b) the total number of shares of preferred stock authorized (5,000,000 shares, par value $0.01 per share), including confirmation that no shares of preferred stock are currently issued or outstanding and that no series of preferred stock has been designated;

(c) a summary of all outstanding stock options, including the number of shares subject to outstanding options, the exercise prices, vesting schedules, and expiration dates of such options, in each case granted under the Company's 2018 Equity Incentive Plan (the "2018 Plan");

(d) a summary of all outstanding restricted stock units ("RSUs"), including the number of shares underlying outstanding RSUs, the vesting schedules, and the applicable settlement terms, in each case granted under the 2018 Plan;

(e) a summary of any other outstanding equity awards, warrants, convertible securities, or rights to acquire shares of Common Stock or preferred stock; and

(f) the total number of shares reserved for future issuance under the 2018 Plan and any other equity compensation plan.

1.8 A list of all holders known to the Company to beneficially own five percent (5%) or more of the outstanding shares of Common Stock, including the identity of each such holder, the number of shares beneficially owned, and the percentage of outstanding shares represented thereby. Based on publicly available information, C&H understands that Birchwood Capital Partners, L.P. holds approximately 4,270,000 shares, representing approximately 11.2% of the outstanding Common Stock. Please confirm the accuracy of this information and identify any other holders at or above the 5% threshold as of the most recent practicable date.

1.9 Copies of all stockholder agreements, registration rights agreements, voting agreements, investor rights agreements, co-sale agreements, rights of first refusal, lock-up agreements, market standoff agreements, and any other similar arrangements to which the Company is a party or by which the Company or its securities are bound, including all amendments, supplements, and side letters thereto. Please specifically identify any registration rights or piggyback registration rights that may be triggered by the Offering.

1.10 Confirmation of the Company's registered agent information. C&H understands the Company's current registered agent in the State of Delaware to be CT Statutory Agent Services LLC, located at 1209 Orange Street, Wilmington, Delaware 19801. Please confirm the accuracy of this information and provide the corresponding registered agent information for any other jurisdiction in which the Company or a material subsidiary is required to maintain a registered agent.

II. SECURITIES AND CAPITAL MARKETS

2.1 Copies of all prior registration statements and prospectuses (including any prospectus supplements) filed by the Company with the SEC, whether pursuant to the Securities Act or otherwise, including the shelf registration statement on Form S-3 (File No. 333-248710), which was declared effective by the SEC on September 18, 2020 (the "Shelf Registration Statement"). Please also provide any pre-effective or post-effective amendments to the Shelf Registration Statement, any free writing prospectuses filed pursuant to Rule 433 under the Securities Act, and any other offering-related documents filed with the SEC since the initial public offering of the Company.

2.2 The Company's Annual Reports on Form 10-K as filed with the SEC for the fiscal years ended December 31, 2020 and December 31, 2019, in each case including all exhibits filed therewith (or incorporated therein by reference) and any amendments thereto on Form 10-K/A.

2.3 The Company's Quarterly Report on Form 10-Q as filed with the SEC for the fiscal quarter ended March 31, 2021, including all exhibits filed therewith and any amendments thereto on Form 10-Q/A.

2.4 Copies of all Current Reports on Form 8-K (and any amendments thereto on Form 8-K/A) filed by the Company with the SEC since January 1, 2021, together with all exhibits to such reports.

2.5 The Company's definitive proxy statement on Schedule 14A for the 2021 annual meeting of stockholders (or, if the 2021 proxy statement has not yet been filed, the most recently filed definitive proxy statement), together with all exhibits and supplements thereto.

2.6 Complete copies of all correspondence between the Company and the staff of the SEC, including without limitation all comment letters received from the SEC staff and all response letters submitted by the Company, since January 1, 2020. Please include correspondence relating to any and all filings under the Securities Act or the Exchange Act, including periodic reports, registration statements, and proxy statements.

2.7 Copies of the three (3) most recent equity research analyst reports covering the Company (Nasdaq ticker: QIHC), to the extent such reports are available to the Company. C&H notes that these reports are requested for informational purposes only and will not be relied upon for disclosure purposes.

2.8 Copies of any outstanding waivers, no-action letters, exemptive orders, or interpretive guidance received from the SEC or the Nasdaq Global Select Market (or any predecessor or successor exchange) with respect to the Company or any of its securities.

2.9 Copies of all reports on Form 3 (Initial Statement of Beneficial Ownership), Form 4 (Statement of Changes in Beneficial Ownership), and Form 5 (Annual Statement of Beneficial Ownership) filed pursuant to Section 16 of the Exchange Act by directors, officers, and ten-percent beneficial owners of the Company since January 1, 2021. Please also identify any known delinquent Section 16 filings.

2.10 Confirmation of the following Company identifiers and securities-related information, and notification of any changes since the most recent applicable filing:

(a) SEC Central Index Key (CIK) number: 0001784203;

(b) CUSIP number for the Common Stock: 74917R108; and

Please confirm that all of the foregoing identifiers are current and accurate as of the date hereof.

III. FINANCIAL

3.1 Audited consolidated financial statements of the Company and its subsidiaries for the fiscal years ended December 31, 2020 and December 31, 2019, in each case including the consolidated balance sheet, consolidated statement of operations, consolidated statement of comprehensive income (loss), consolidated statement of changes in stockholders' equity, and consolidated statement of cash flows, together with the notes thereto. For reference, the Company reported total revenue of approximately $487.3 million and net income of approximately $31.6 million for the fiscal year ended December 31, 2020. Please include the independent auditors' reports issued by Carver, Bain & Associates LLP (engagement partner: Rebecca H. Trask, CPA; principal office: One Federal Street, Suite 3600, Boston, Massachusetts 02110) in connection with each such set of financial statements, including any reports on internal control over financial reporting issued pursuant to Section 404 of the Sarbanes-Oxley Act of 2002.

3.2 Unaudited consolidated financial statements of the Company and its subsidiaries for the fiscal quarter ended March 31, 2021, including the condensed consolidated balance sheet, condensed consolidated statement of operations, condensed consolidated statement of comprehensive income (loss), condensed consolidated statement of changes in stockholders' equity, and condensed consolidated statement of cash flows, together with the notes thereto. For reference, the Company reported total revenue of approximately $131.8 million and net income of approximately $9.4 million for the quarter ended March 31, 2021.

3.3 A narrative discussion by management of any material trends, uncertainties, demands, commitments, events, or known conditions that are reasonably likely to have a material effect on the Company's future financial condition, results of operations, liquidity, or capital resources. This discussion should address, among other things, the impact (if any) of the COVID-19 pandemic on the Company's insurance operations, investment portfolio, and loss reserves, as well as any other macro-economic, regulatory, or industry-specific developments of significance to the Company.

3.4 A comprehensive summary of all outstanding indebtedness, credit facilities, and guarantees of the Company and its subsidiaries, including:

(a) the Company's $75 million revolving credit facility, including the identity of the administrative agent and the lenders, the material terms and conditions (including interest rate, maturity date, and financial and other covenants), the current drawn and undrawn amounts, and the status of compliance with all applicable covenants as of the most recent measurement date;

(b) any senior notes, subordinated notes, surplus notes, or other funded indebtedness of the Company or any subsidiary, including the principal amount, interest rate, maturity, and any applicable call or redemption provisions;

(c) any guarantees, letters of credit, surety bonds, or other contingent obligations issued by or on behalf of the Company or any subsidiary; and

(d) any cross-default, cross-acceleration, or cross-collateralization provisions among or between the Company's or any subsidiary's debt instruments.

3.5 A schedule of all off-balance-sheet arrangements (as defined in Item 303(a)(4) of Regulation S-K) of the Company and its subsidiaries, if any, including a description of the nature and purpose of each such arrangement and the material terms thereof.

3.6 A schedule of material contingent liabilities and commitments of the Company and its subsidiaries, including purchase obligations, capital expenditure commitments, operating lease obligations, and any other material contractual commitments or contingencies not otherwise reflected in the Company's consolidated financial statements.

3.7 Management's budget and financial projections for the fiscal years ending December 31, 2021 and December 31, 2022, to the extent such projections have been prepared and are available. If formal financial projections have not been prepared, please provide any financial guidance, internal budgets, or forecasts that have been presented to the Board of Directors or any committee thereof.

3.8 A summary of any material changes in accounting policies, practices, or estimates adopted or implemented by the Company since January 1, 2020, including but not limited to any changes resulting from the adoption of new accounting standards (e.g., ASU 2016-13 regarding credit losses, ASU 2018-12 regarding long-duration insurance contracts, or any other applicable ASUs), any changes in loss reserving methodologies, and any changes in revenue recognition policies.

IV. INSURANCE REGULATORY

4.1 A comprehensive list of all insurance licenses, permits, certificates of authority, surplus lines licenses, reinsurer accreditations, and other regulatory authorizations held by Quorum Specialty Insurance Company and Quorum National Casualty Co., organized by state and by line of business (e.g., commercial property, commercial casualty, workers' compensation, professional liability, surplus lines, etc.). For each license or authorization, please provide the license number, the issuing regulatory authority, the date of issuance, and the current status (active, inactive, suspended, or revoked).

4.2 Annual statements filed on a statutory accounting basis with the Connecticut Department of Insurance (for Quorum Specialty Insurance Company) and the Delaware Department of Insurance (for Quorum National Casualty Co.) for the year ended December 31, 2020, including all schedules, exhibits, and supplements thereto. Please also provide the audited statutory financial statements for each insurance subsidiary, together with the independent auditors' reports thereon, for the year ended December 31, 2020.

4.3 Risk-based capital ("RBC") reports for each insurance subsidiary for the fiscal year ended December 31, 2020, including the calculation of each subsidiary's total adjusted capital, authorized control level risk-based capital, and company action level ratio. Please identify the RBC action level, if any, at which each subsidiary's ratio falls and confirm that no subsidiary is at or below any action level as of December 31, 2020.

4.4 A summary of any regulatory orders, consent orders, corrective action plans, financial examinations, market conduct examinations, targeted examinations, or inquiries by any state insurance regulatory authority that are pending or have been concluded within the past two years with respect to the Company or any insurance subsidiary. This summary should include, without limitation, a description of the scope, findings, and current status of the most recent triennial financial examination of Quorum Specialty Insurance Company conducted by the Connecticut Department of Insurance, including the examination report and any related correspondence or responses.

4.5 An analysis of the ordinary and extraordinary dividend capacity of each insurance subsidiary, including:

(a) a calculation of the ordinary dividend threshold for each subsidiary under the applicable state insurance holding company act (Connecticut General Statutes Title 38a for Quorum Specialty Insurance Company; Title 18, Chapter 50 of the Delaware Code for Quorum National Casualty Co.), based on the most recently filed annual statement;

(b) a schedule of all dividends paid or declared by each insurance subsidiary to the Company (or to any intermediate holding company) during the fiscal years 2020 and 2021, including the date, amount, and nature (ordinary or extraordinary) of each dividend;

(c) copies of any filings made with, or approvals obtained from, the Connecticut Department of Insurance, the Delaware Department of Insurance, or any other state insurance regulatory authority in connection with the payment of extraordinary dividends by any insurance subsidiary; and

(d) any limitations on dividend payments imposed by regulatory order, consent order, or condition of licensing.

4.6 Copies of all holding company act filings made by the Company or any of its insurance subsidiaries with the Connecticut Department of Insurance, the Delaware Department of Insurance, or any other applicable state insurance regulatory authority, including:

(a) Form A (Statement Regarding the Acquisition of Control of or Merger with a Domestic Insurer), if applicable;

(b) Form B (Annual Registration Statement of Insurance Holding Company System), for the most recent filing year;

(c) Form D (Prior Notice of a Transaction — Dividends and Distributions), for any dividends or distributions requiring prior notice; and

(d) Form E (Pre-Acquisition Notification), if applicable.

4.7 Confirmation, supported by applicable regulatory analysis or legal opinion, that the proposed Offering of shares of Common Stock at the holding company level does not require the prior approval of, or prior notice to, the Connecticut Department of Insurance, the Delaware Department of Insurance, or any other state insurance regulatory authority. If any such approval or notice is required, please describe the applicable requirements, the anticipated timeline for obtaining such approval or providing such notice, and any conditions that may be imposed.

4.8 Copies of any surplus notes, surplus debentures, or other regulatory capital instruments issued by any insurance subsidiary of the Company, together with all related regulatory approvals, repayment schedules, and current outstanding balances. If no such instruments are outstanding, please so confirm.

V. LITIGATION AND CONTINGENCIES

5.1 A comprehensive schedule of all pending or threatened material litigation, arbitration, mediation, administrative proceedings, or governmental investigations involving the Company or any of its subsidiaries, whether as plaintiff, defendant, claimant, respondent, or otherwise. For each such matter, please provide:

(a) the caption, court or tribunal, docket or case number, and date of filing;

(b) the identity of all parties;

(d) the current status of the matter, including any upcoming deadlines, hearings, or trial dates; and

(e) an estimate of the potential range of loss or liability, if determinable, or a statement that such estimate cannot reasonably be made.

5.2 A summary of the Company's insurance coverage litigation reserves and reserve development, including the aggregate amount of reserves currently established for coverage litigation and the development of such reserves over the prior twelve-month period. Please describe any significant changes in reserving methodology or assumptions during such period and any material reserve charges or releases.

5.3 A description of any material settlements (including consent decrees or consent orders) entered into by the Company or any of its subsidiaries during the two-year period preceding the date of this request list, including the parties, the nature of the claims, the settlement amount, and any ongoing obligations or restrictions resulting from such settlement.

5.4 A description of any pending or threatened claims, demands, investigations, subpoenas, or proceedings by or before any regulatory authority (including but not limited to state insurance departments, the SEC, the Department of Justice, and any state attorneys general), in each case relating to the Company or any of its subsidiaries.

5.5 Copies of any outstanding injunctions, consent decrees, judgments, orders, writs, or similar directives of any court, arbitrator, or governmental authority that are applicable to the Company or any of its subsidiaries, or that impose restrictions or obligations on the Company's business, operations, or securities.

VI. MATERIAL AGREEMENTS

6.1 A schedule of all material contracts (as defined in Item 601(b)(10) of Regulation S-K) of the Company and its subsidiaries, together with complete copies of each such agreement (including all amendments, supplements, side letters, and exhibits thereto). This schedule should identify any contracts that have been filed as exhibits to the Company's periodic reports or registration statements, as well as any contracts that are required to be filed but have not yet been filed.

6.2 Copies of all reinsurance treaties and agreements, both treaty and facultative, to which Quorum Specialty Insurance Company or Quorum National Casualty Co. is a party, including:

(a) all ceded reinsurance arrangements, including quota share treaties, excess of loss treaties, catastrophe excess treaties, and any facultative certificates;

(b) all assumed reinsurance arrangements;

(d) trust agreements, letters of credit, or other collateral arrangements established in connection with reinsurance obligations; and

(e) a summary of the financial strength ratings of the Company's principal reinsurance counterparties.

6.3 Copies of all technology licensing agreements, software development agreements, data services agreements, cloud computing or hosting agreements, and related agreements relating to the QuorumEdge platform operated by QuorumEdge Technology Solutions, Inc., including:

(a) any third-party data analytics licensing agreements;

(b) agreements with cloud infrastructure providers (e.g., Ridgeway Industries, Crestline Systems, Aldermere Technologies);

(d) any agreements involving the use of artificial intelligence, machine learning, or predictive analytics tools.

6.4 Copies of all employment agreements, offer letters, and compensation arrangements (including base salary, bonus, long-term incentive, equity compensation, deferred compensation, supplemental retirement, and perquisites) with the Company's named executive officers, including:

(a) Martin R. Calloway, President and Chief Executive Officer;

(b) Diana L. Prescott, Executive Vice President and Chief Financial Officer; and

Please also provide employment agreements and compensation arrangements for any other executive officers of the Company not identified above.

6.5 Copies of all change-of-control agreements, severance agreements, retention agreements, or golden parachute arrangements applicable to any director, officer, or key employee of the Company or any of its subsidiaries, including any provisions that would be triggered by the Offering or by a subsequent change of control of the Company.

6.6 Copies of all joint venture agreements, partnership agreements, strategic alliance agreements, or similar arrangements to which the Company or any subsidiary is a party, together with all related governance documents.

6.7 Copies of any agreements to which the Company or any subsidiary is a party that contain non-compete, non-solicitation, exclusivity, most-favored-nation, or similar restrictive provisions, whether as the restricted party or the benefitting party.

6.8 Copies of all managing general agent ("MGA") agreements or managing general underwriter ("MGU") agreements to which Quorum Specialty Insurance Company or Quorum National Casualty Co. is a party, whether as the appointing insurer or as the MGA/MGU, including all related claims-handling authorities, underwriting guidelines, and commission schedules.

6.9 Copies of all investment management agreements, investment advisory agreements, and custodial agreements relating to the management of the investment portfolios of Quorum Specialty Insurance Company and Quorum National Casualty Co., including the identity of each investment manager or adviser, the scope of investment authority, the applicable investment guidelines, and the fee arrangements.

VII. INTELLECTUAL PROPERTY

7.1 A comprehensive schedule of all intellectual property owned by the Company or any of its subsidiaries, including:

(a) all trademarks, service marks, and trade names (registered and unregistered), together with registration numbers, registration dates, jurisdictions, and current status;

(b) all patents and patent applications (domestic and foreign), including issued U.S. patents, pending U.S. patent applications, and any international filings, together with patent numbers or application numbers, filing dates, issue dates, and expiration dates;

(d) all internet domain names owned or controlled by the Company or any subsidiary; and

(e) all QuorumEdge-related intellectual property, specifically identified.

7.2 A summary of any pending or threatened intellectual property litigation, disputes, oppositions, cancellation proceedings, inter partes reviews, or other challenges relating to any intellectual property owned, used, or licensed by the Company or any subsidiary. Please also identify any third-party intellectual property rights that may be infringed by the Company's products, services, or technologies, to the extent known to the Company.

7.3 Copies of all material intellectual property licenses granted to the Company or any subsidiary by third parties, and all material intellectual property licenses granted by the Company or any subsidiary to third parties, including all technology licenses supporting the QuorumEdge platform. For each license, please provide the identity of the licensor and licensee, the scope of the license, the term, any renewal or termination provisions, the applicable royalty or fee structure, and any territorial or field-of-use restrictions.

7.4 A description of the Company's trade secret protection policies, employee invention assignment agreements, confidentiality and non-disclosure agreements, and other measures taken to safeguard proprietary technology, algorithms, data, and know-how, with particular attention to the proprietary technology underlying the QuorumEdge platform.

VIII. ENVIRONMENTAL, SOCIAL, AND GOVERNANCE (ESG)

8.1 A summary of the Company's environmental, social, and governance ("ESG") policies, programs, reports, and commitments, including any sustainability reports, ESG frameworks or standards adopted or followed by the Company (e.g., SASB, TCFD, GRI), and any public disclosures or statements relating to the Company's ESG practices, climate risk exposure, diversity and inclusion initiatives, or corporate social responsibility programs.

8.2 A summary of the Company's current directors' and officers' ("D&O") liability insurance program, including:

(a) the identity of the carrier: Veridian Risk Assurance Corp., 600 Travis Street, Suite 4500, Houston, Texas 77002;

(b) the aggregate policy limits and any sublimits applicable to specific types of claims (e.g., securities claims, regulatory proceedings, derivative actions);

(d) the policy period and renewal date;

(e) any exclusions or limitations that may be relevant to the Offering; and

(f) any tail or run-off coverage provisions.

8.3 Copies of or summaries of any errors and omissions ("E&O") insurance policies, professional liability insurance policies, or similar policies maintained by the Company or its subsidiaries, including policy limits, retentions, coverage periods, and the identity of the issuing carrier(s).

8.4 Copies of the Company's corporate governance guidelines, the charters of each standing committee of the Board of Directors (Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee, and any other standing committees), the Company's code of business conduct and ethics, and the Company's insider trading policy (including any pre-clearance procedures or trading window restrictions applicable to directors, officers, and employees).

8.5 A summary of any whistleblower complaints, reports made through the Company's ethics hotline, or internal investigations (whether conducted by the Company, the Board, or outside counsel) within the two-year period preceding the date of this request list, including the nature of the complaint or concern, the scope and outcome of any investigation, and any remedial actions taken.

8.6 A description of the Company's cybersecurity and data privacy policies, programs, and procedures, including:

(a) the Company's information security policies and procedures, including any frameworks or standards adopted (e.g., NIST Cybersecurity Framework, ISO 27001, SOC 2);

(b) the Company's incident response plan and business continuity / disaster recovery plans;

(c) a summary of any data breaches, security incidents, ransomware events, or unauthorized access to Company systems or data within the two-year period preceding the date of this request list, including the nature and scope of each incident, the number of individuals affected, any notifications provided to regulators or affected individuals, and any remedial actions taken;

(d) a summary of the Company's compliance with applicable data privacy laws and regulations (e.g., CCPA, GLBA, state insurance data security laws, NYDFS Cybersecurity Regulation 23 NYCRR 500, NAIC Insurance Data Security Model Law); and

(e) any third-party cybersecurity assessments, penetration testing reports, or vulnerability assessments conducted within the past twelve months.

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This Due Diligence Request List has been prepared by Calderwood & Harkness LLP in its capacity as counsel to the underwriters in connection with the proposed follow-on offering of Common Stock by Quorum Insurance Holdings Corp. The Company is requested to respond to each item set forth herein as promptly as practicable. Please direct all responses, questions, and communications regarding this request list to the contacts identified below.

PRIMARY CONTACT:

Natasha Forbes Calderwood & Harkness LLP 1301 Avenue of the Americas New York, NY 10019 Telephone: (212) 555-4178

Email: nforbes@calderwoodharkness.com

ADDITIONAL CONTACT:

Eric Johannsen Calderwood & Harkness LLP 1301 Avenue of the Americas New York, NY 10019