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RESOLUTIONS OF THE BOARD OF DIRECTORS OF QUORUM INSURANCE HOLDINGS CORP.

DRAFT — Prepared by Calderwood & Harkness LLP C&H Matter No. 1025-00001

Adopted June 2, 2021

WHEREAS, Quorum Insurance Holdings Corp., a Delaware corporation (the "Company"), has heretofore filed with the Securities and Exchange Commission (the "Commission") a shelf registration statement on Form S-3 (File No. 333-248710), including a base prospectus contained therein, which registration statement was declared effective by the Commission on September 18, 2020 (as the same may be amended or supplemented from time to time, the "Registration Statement"), providing for the offer and sale from time to time of certain securities of the Company, including shares of the Company's common stock, in one or more offerings;

WHEREAS, management of the Company has recommended that the Company conduct a follow-on public offering (the "Offering") of shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), pursuant to and in accordance with the Registration Statement, to raise approximately $45,000,000 in aggregate gross proceeds, and the Board of Directors (the "Board") has considered such recommendation in light of the Company's current and anticipated capital needs, strategic priorities, and general financial condition;

WHEREAS, the Company proposes to offer and sell 3,000,000 shares of Common Stock (the "Firm Shares") through Greystone Harwick & Co., LLC (the "Underwriter"), as sole book-running manager, pursuant to a firm commitment underwriting, on the terms and conditions set forth in an underwriting agreement to be entered into between the Company and the Underwriter (the "Underwriting Agreement");

WHEREAS, the Company further proposes to grant the Underwriter an option (the "Over-Allotment Option"), exercisable in whole or in part at any time and from time to time within thirty (30) days following the date of the Underwriting Agreement, to purchase up to an additional 450,000 shares of Common Stock (the "Option Shares" and, together with the Firm Shares, the "Shares") solely to cover over-allotments, if any, resulting in a total maximum issuance of 3,450,000 shares of Common Stock in connection with the Offering;

WHEREAS, the Board has reviewed and considered the terms of the proposed Offering, including the form of the Underwriting Agreement, the form of the preliminary prospectus supplement to be filed with the Commission in connection therewith (together with any final prospectus supplement, the "Prospectus Supplement"), the proposed offering timeline and marketing plan, and the anticipated use of proceeds from the Offering, and has received and considered a presentation from Trellis Peak Advisors LLC ("Trellis Peak"), the Company's financial advisor, regarding the proposed terms, structure, and pricing of the Offering, including Trellis Peak's analysis of comparable public offerings in the specialty insurance sector and an overview of current market conditions;

WHEREAS, the net proceeds of the Offering are estimated at approximately $42,140,000 after deducting (i) the underwriting discount of 5.50% of the aggregate public offering price (estimated at approximately $2,475,000 based on the proposed public offering price) and (ii) estimated offering expenses of approximately $385,000 (inclusive of legal, accounting, printing, filing, and miscellaneous expenses), and such net proceeds are intended to be used for general corporate purposes, including, without limitation, (a) potential acquisitions of specialty insurance books of business that complement the Company's existing product lines, (b) continued investment in the development and deployment of the Company's proprietary insurance technology platform, QuorumEdge, and (c) working capital and other general corporate needs as may be determined by management from time to time; and

WHEREAS, the Common Stock is currently listed and traded on the Nasdaq Global Select Market under the ticker symbol "QIHC," and the Company intends to apply for listing of the additional shares of Common Stock to be issued and sold in the Offering on the Nasdaq Global Select Market, subject to official notice of issuance, in accordance with the applicable rules and listing standards of The Nasdaq Stock Market LLC.

NOW, THEREFORE, BE IT RESOLVED, that the foregoing recitals are hereby incorporated into and made a part of these resolutions by this reference.

Resolution 1 — Authorization and Approval of the Offering

RESOLVED, that the Offering, on substantially the terms described in the recitals hereinabove and as further set forth in the form of the Underwriting Agreement and the Prospectus Supplement, each as presented to and reviewed by the Board at this meeting, is hereby authorized, approved, and ratified in all respects. The Board has determined, after careful review and deliberation, and upon the recommendation of management and the advice of the Company's financial advisor, that the Offering is in the best interests of the Company and its stockholders, and that the estimated public offering price of $15.00 per share of Common Stock (reflecting an approximate 6.25% discount to the closing price of $16.00 per share on the Nasdaq Global Select Market on May 7, 2021, as adjusted for market conditions and customary underwriting discounts) is reasonable and appropriate under the circumstances. The Board acknowledges and confirms that the final public offering price per share may differ from the estimated price set forth herein, subject to the approval of the Authorized Officers (as defined below) in accordance with the delegations of authority set forth in these resolutions.

Resolution 2 — Authorization of Share Issuance

RESOLVED, that the issuance and sale by the Company of up to 3,450,000 shares of Common Stock in the Offering, consisting of (i) 3,000,000 Firm Shares to be sold to the Underwriter at the closing of the Offering and (ii) up to 450,000 Option Shares issuable upon exercise of the Over-Allotment Option, is hereby authorized and approved. As of the date hereof, the Company has 38,125,000 shares of Common Stock issued and outstanding. Upon the issuance and sale of the 3,000,000 Firm Shares (and assuming no exercise of the Over-Allotment Option), the Company will have 41,125,000 shares of Common Stock issued and outstanding. Upon the issuance and sale of all 3,450,000 Shares (assuming full exercise of the Over-Allotment Option), the Company will have 41,575,000 shares of Common Stock issued and outstanding. All shares of Common Stock issued and sold in the Offering shall, when issued and delivered in accordance with the terms of the Underwriting Agreement and upon receipt of the consideration therefor, be validly issued, fully paid, and non-assessable.

Resolution 3 — Authorization to Enter Into Underwriting Agreement

RESOLVED, that the Company be, and hereby is, authorized to enter into the Underwriting Agreement with Greystone Harwick & Co., LLC, as sole book-running manager, in substantially the form presented to and reviewed by the Board at this meeting, with such changes, modifications, additions, and amendments thereto as any Authorized Officer (as defined below) shall approve, such approval to be conclusively evidenced by such Authorized Officer's execution and delivery thereof on behalf of the Company. The Board hereby authorizes and directs the Authorized Officers to negotiate the final terms and conditions of the Underwriting Agreement, including without limitation the representations, warranties, covenants, indemnification obligations, and conditions to closing set forth therein, and to make such changes thereto as such Authorized Officer deems necessary, appropriate, or advisable in order to consummate the Offering on terms consistent with these resolutions.

Resolution 4 — Designation of Authorized Officers and Delegation of Authority

RESOLVED, that each of the following officers of the Company is hereby designated as an "Authorized Officer" for purposes of these resolutions:

(i) Martin R. Calloway, Chief Executive Officer;

(ii) Diana L. Prescott, Chief Financial Officer; and

(iii) Yusuf A. Okafor, General Counsel and Corporate Secretary.

RESOLVED FURTHER, that each Authorized Officer, acting singly or together with one or more other Authorized Officers, is hereby authorized, empowered, and directed, in the name and on behalf of the Company, to take any and all of the following actions in connection with the Offering:

(a) to negotiate, execute, and deliver the Underwriting Agreement and all ancillary agreements, documents, instruments, and certificates contemplated thereby or otherwise required or advisable in connection with the Offering, including without limitation any agreement among underwriters, any selected dealer agreement, and any agreement relating to the stabilization of the price of the Common Stock in connection with the Offering;

(b) to determine and establish the final public offering price per share of Common Stock, the underwriting discount per share, the net proceeds to the Company, and the final number of shares of Common Stock to be sold in the Offering (including the number of Option Shares, if any, subject to the Over-Allotment Option), in each case within the limits authorized by these resolutions (i.e., up to a maximum of 3,450,000 shares of Common Stock in the aggregate, inclusive of both Firm Shares and Option Shares);

(c) to prepare, review, approve, execute, and file or cause to be filed with the Commission the Prospectus Supplement and any amendments or supplements to the Registration Statement or the Prospectus Supplement, in each case as may be necessary, appropriate, or advisable in connection with the Offering, including any "free writing prospectuses" as defined in Rule 405 under the Securities Act of 1933, as amended (the "Securities Act"), and to authorize the use thereof;

(d) to cause the shares of Common Stock to be issued and delivered to the Underwriter or its designees at the closing of the Offering, in book-entry form through the facilities of The Depository Trust Company ("DTC"), with Continental Transfer & Trust Co. acting as transfer agent and registrar for the Common Stock, and to execute and deliver such instructions, authorizations, and directions to DTC, Continental Transfer & Trust Co., and such other parties as may be necessary to effectuate the issuance and delivery of such shares;

(e) to apply to the Nasdaq Global Select Market for listing of the additional shares of Common Stock to be issued in the Offering, and to execute and deliver any applications, agreements, certifications, or other documents required in connection with such listing application;

(f) to execute and deliver officers' certificates, secretary's certificates, incumbency certificates, good standing certificates, and any other closing certificates, bring-down certificates, or similar deliverables required or contemplated under the Underwriting Agreement or otherwise requested by the Underwriter or its counsel in connection with the closing of the Offering; and

(g) to take all such other actions and execute and deliver all such other agreements, documents, instruments, and certificates as any such Authorized Officer may deem necessary, appropriate, or advisable in order to carry out the intent and accomplish the purposes of the foregoing resolutions and to consummate the transactions contemplated hereby, including without limitation the engagement of printers, filing agents, and other service providers, the payment of filing fees and other expenses, and the making of any required filings or notifications with the Commission, the Financial Industry Regulatory Authority, Inc. ("FINRA"), or any applicable state securities or "blue sky" regulatory authority.

Resolution 5 — Approval of Lock-Up Agreements

RESOLVED, that the form, terms, and provisions of the lock-up agreements (each, a "Lock-Up Agreement") to be executed and delivered by each director and executive officer of the Company, and by each holder of five percent (5%) or more of the outstanding shares of Common Stock (including, without limitation, Birchwood Capital Partners, L.P.), in connection with the Offering, are hereby approved, authorized, and ratified. Each Lock-Up Agreement shall be substantially in the form presented to and reviewed by the Board at this meeting, addressed to Greystone Harwick & Co., LLC, and shall provide that the signatory thereto will not, without the prior written consent of the Underwriter, directly or indirectly offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale of, or otherwise dispose of or transfer, or enter into any swap or other derivative transaction with respect to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock, for a period of ninety (90) days following the date of pricing of the Offering (the "Lock-Up Period"), subject to such customary exceptions and carve-outs as may be set forth in the Lock-Up Agreement. The Authorized Officers are hereby authorized and directed to take all actions necessary to obtain executed Lock-Up Agreements from each applicable person prior to the pricing of the Offering.

Resolution 6 — Approval of Prospectus Supplement

RESOLVED, that the form of the preliminary Prospectus Supplement, as most recently circulated to the Board (draft dated May 25, 2021), is hereby approved in substantially the form presented, with such changes, modifications, additions, deletions, and amendments thereto as any Authorized Officer, in consultation with the Company's outside legal counsel, Calderwood & Harkness LLP, shall approve, such approval to be conclusively evidenced by the filing thereof with the Commission. The Authorized Officers are hereby authorized and directed to finalize and cause the filing of (i) the preliminary Prospectus Supplement with the Commission pursuant to Rule 424(b) under the Securities Act, and (ii) following the pricing of the Offering, the final Prospectus Supplement (containing the final terms of the Offering, including the public offering price, the underwriting discount, and the number of shares of Common Stock sold) with the Commission pursuant to Rule 424(b) under the Securities Act, in each case within the time periods prescribed by the Securities Act and the rules and regulations of the Commission thereunder.

Resolution 7 — Ratification of Engagement of Advisors

RESOLVED, that the engagement of Calderwood & Harkness LLP, 1301 Avenue of the Americas, New York, New York 10019 (Responsible Partner: Robert Adeyemi), as counsel to the Company in connection with the Offering, on the terms and conditions set forth in the engagement letter between the Company and Calderwood & Harkness LLP, is hereby ratified, confirmed, and approved in all respects.

RESOLVED FURTHER, that the engagement of Trellis Peak Advisors LLC, 55 East 52nd Street, Suite 2200, New York, New York 10055 (Managing Director: Alan W. Ng), as financial advisor to the Company in connection with the Offering, on the terms and conditions set forth in the engagement letter between the Company and Trellis Peak Advisors LLC, is hereby ratified, confirmed, and approved in all respects.

RESOLVED FURTHER, that the Board hereby acknowledges and notes that (i) Duval & Pressler LLP is serving as counsel to the Underwriter in connection with the Offering, and (ii) Carver, Bain & Associates LLP, the Company's independent registered public accounting firm, is serving as the Company's auditor for purposes of delivering the comfort letter (and any bring-down comfort letter) required under the Underwriting Agreement in connection with the Offering, and the Board hereby authorizes the Authorized Officers to cooperate with such firms and to provide such information, access, and assistance as may be reasonably requested in connection with the performance of their respective engagements.

Resolution 8 — Ratification of Prior Actions

RESOLVED, that all actions heretofore taken by any officer, director, employee, agent, or representative of the Company in connection with or in furtherance of the matters contemplated by these resolutions are hereby ratified, confirmed, and approved in all respects as the acts and deeds of the Company, including, without limitation:

(i) the execution and delivery of the engagement letter with Calderwood & Harkness LLP, dated as of May 10, 2021;

(ii) the execution and delivery of the underwriting engagement letter with Greystone Harwick & Co., LLC, dated as of May 12, 2021, pursuant to which the Underwriter was engaged as sole book-running manager for the Offering;

(iii) the preparation, review, and circulation of the draft preliminary Prospectus Supplement, including all drafts, mark-ups, and revisions thereof;

(iv) the conduct of due diligence investigations and sessions by and among the Company, its officers, directors, counsel, accountants, the Underwriter, and counsel to the Underwriter, including the review and preparation of due diligence materials, responses to due diligence inquiries, and related presentations;

(v) all related communications with the Commission, the Nasdaq Global Select Market, FINRA, and any other regulatory bodies or self-regulatory organizations in connection with the Offering; and

(vi) all other actions taken, and all other agreements, documents, instruments, and certificates executed and delivered, in each case in connection with or in furtherance of the foregoing and the Offering generally.

Resolution 9 — General Authority

RESOLVED, that each Authorized Officer, acting singly or together with one or more other Authorized Officers, is hereby authorized, empowered, and directed to take any and all further actions, and to execute, deliver, and file (or cause to be executed, delivered, and filed) any and all further agreements, documents, instruments, certificates, notices, filings, and communications, in the name and on behalf of the Company, as such Authorized Officer may deem necessary, appropriate, or advisable in order to carry out the intent and accomplish the purposes of the foregoing resolutions and to consummate the Offering and all transactions contemplated hereby, the execution thereof by any such Authorized Officer to be conclusive evidence of the authority of such Authorized Officer and of the approval by the Board of any such action, agreement, document, instrument, or certificate so executed, delivered, or filed.

RESOLVED FURTHER, that any and all actions heretofore taken by any Authorized Officer in connection with or in furtherance of any of the foregoing resolutions are hereby approved, ratified, and confirmed in all respects.

[Remainder of page intentionally left blank. Certification follows on next page.]

CERTIFICATE OF CORPORATE SECRETARY

The undersigned, Yusuf A. Okafor, Corporate Secretary of Quorum Insurance Holdings Corp., a Delaware corporation, hereby certifies as follows:

1. The foregoing resolutions are true, correct, and complete copies of resolutions duly adopted by the Board of Directors of the Company at a meeting of the Board of Directors duly called and held on June 2, 2021, in accordance with the Company's Second Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, each as currently in effect, and in accordance with the General Corporation Law of the State of Delaware.

2. A quorum of the Board of Directors was present and acting throughout the entirety of such meeting, and all directors present voted in favor of the adoption of the foregoing resolutions.

3. The foregoing resolutions have not been amended, modified, supplemented, revoked, or rescinded in any respect since their adoption and remain in full force and effect as of the date hereof.

4. The undersigned is the duly elected and qualified Corporate Secretary of the Company and is authorized to execute and deliver this certificate on behalf of the Company.

IN WITNESS WHEREOF, the undersigned has executed this certificate as of the date set forth below.

QUORUM INSURANCE HOLDINGS CORP.

By: ________

Name: Yusuf A. Okafor

Title: General Counsel and Corporate Secretary

Date: ________

C&H Matter No. 1025-00001 Calderwood & Harkness LLP 1301 Avenue of the Americas New York, NY 10019

RESOLUTIONS OF THE BOARD OF DIRECTORS OF QUORUM INSURANCE HOLDINGS CORP.
DRAFT — Prepared by Calderwood & Harkness LLP C&H Matter No. 1025-00001
Adopted June 2, 2021
WHEREAS, Quorum Insurance Holdings Corp., a Delaware corporation (the "Company"), has heretofore filed with the Securities and Exchange Commission (the "Commission") a shelf registration statement on Form S-3 (File No. 333-248710), including a base prospectus contained therein, which registration statement was declared effective by the Commission on September 18, 2020 (as the same may be amended or supplemented from time to time, the "Registration Statement"), providing for the offer and sale from time to time of certain securities of the Company, including shares of the Company's common stock, in one or more offerings;
WHEREAS, management of the Company has recommended that the Company conduct a follow-on public offering (the "Offering") of shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), pursuant to and in accordance with the Registration Statement, to raise approximately $45,000,000 in aggregate gross proceeds, and the Board of Directors (the "Board") has considered such recommendation in light of the Company's current and anticipated capital needs, strategic priorities, and general financial condition;
WHEREAS, the Company proposes to offer and sell 3,000,000 shares of Common Stock (the "Firm Shares") through Greystone Harwick & Co., LLC (the "Underwriter"), as sole book-running manager, pursuant to a firm commitment underwriting, on the terms and conditions set forth in an underwriting agreement to be entered into between the Company and the Underwriter (the "Underwriting Agreement");
WHEREAS, the Company further proposes to grant the Underwriter an option (the "Over-Allotment Option"), exercisable in whole or in part at any time and from time to time within thirty (30) days following the date of the Underwriting Agreement, to purchase up to an additional 450,000 shares of Common Stock (the "Option Shares" and, together with the Firm Shares, the "Shares") solely to cover over-allotments, if any, resulting in a total maximum issuance of 3,450,000 shares of Common Stock in connection with the Offering;
WHEREAS, the Board has reviewed and considered the terms of the proposed Offering, including the form of the Underwriting Agreement, the form of the preliminary prospectus supplement to be filed with the Commission in connection therewith (together with any final prospectus supplement, the "Prospectus Supplement"), the proposed offering timeline and marketing plan, and the anticipated use of proceeds from the Offering, and has received and considered a presentation from Trellis Peak Advisors LLC ("Trellis Peak"), the Company's financial advisor, regarding the proposed terms, structure, and pricing of the Offering, including Trellis Peak's analysis of comparable public offerings in the specialty insurance sector and an overview of current market conditions;
WHEREAS, the net proceeds of the Offering are estimated at approximately $42,140,000 after deducting (i) the underwriting discount of 5.50% of the aggregate public offering price (estimated at approximately $2,475,000 based on the proposed public offering price) and (ii) estimated offering expenses of approximately $385,000 (inclusive of legal, accounting, printing, filing, and miscellaneous expenses), and such net proceeds are intended to be used for general corporate purposes, including, without limitation, (a) potential acquisitions of specialty insurance books of business that complement the Company's existing product lines, (b) continued investment in the development and deployment of the Company's proprietary insurance technology platform, QuorumEdge, and (c) working capital and other general corporate needs as may be determined by management from time to time; and
WHEREAS, the Common Stock is currently listed and traded on the Nasdaq Global Select Market under the ticker symbol "QIHC," and the Company intends to apply for listing of the additional shares of Common Stock to be issued and sold in the Offering on the Nasdaq Global Select Market, subject to official notice of issuance, in accordance with the applicable rules and listing standards of The Nasdaq Stock Market LLC.
NOW, THEREFORE, BE IT RESOLVED, that the foregoing recitals are hereby incorporated into and made a part of these resolutions by this reference.
Resolution 1 — Authorization and Approval of the Offering
RESOLVED, that the Offering, on substantially the terms described in the recitals hereinabove and as further set forth in the form of the Underwriting Agreement and the Prospectus Supplement, each as presented to and reviewed by the Board at this meeting, is hereby authorized, approved, and ratified in all respects. The Board has determined, after careful review and deliberation, and upon the recommendation of management and the advice of the Company's financial advisor, that the Offering is in the best interests of the Company and its stockholders, and that the estimated public offering price of $15.00 per share of Common Stock (reflecting an approximate 6.25% discount to the closing price of $16.00 per share on the Nasdaq Global Select Market on May 7, 2021, as adjusted for market conditions and customary underwriting discounts) is reasonable and appropriate under the circumstances. The Board acknowledges and confirms that the final public offering price per share may differ from the estimated price set forth herein, subject to the approval of the Authorized Officers (as defined below) in accordance with the delegations of authority set forth in these resolutions.
Resolution 2 — Authorization of Share Issuance
RESOLVED, that the issuance and sale by the Company of up to 3,450,000 shares of Common Stock in the Offering, consisting of (i) 3,000,000 Firm Shares to be sold to the Underwriter at the closing of the Offering and (ii) up to 450,000 Option Shares issuable upon exercise of the Over-Allotment Option, is hereby authorized and approved. As of the date hereof, the Company has 38,125,000 shares of Common Stock issued and outstanding. Upon the issuance and sale of the 3,000,000 Firm Shares (and assuming no exercise of the Over-Allotment Option), the Company will have 41,125,000 shares of Common Stock issued and outstanding. Upon the issuance and sale of all 3,450,000 Shares (assuming full exercise of the Over-Allotment Option), the Company will have 41,575,000 shares of Common Stock issued and outstanding. All shares of Common Stock issued and sold in the Offering shall, when issued and delivered in accordance with the terms of the Underwriting Agreement and upon receipt of the consideration therefor, be validly issued, fully paid, and non-assessable.
Resolution 3 — Authorization to Enter Into Underwriting Agreement
RESOLVED, that the Company be, and hereby is, authorized to enter into the Underwriting Agreement with Greystone Harwick & Co., LLC, as sole book-running manager, in substantially the form presented to and reviewed by the Board at this meeting, with such changes, modifications, additions, and amendments thereto as any Authorized Officer (as defined below) shall approve, such approval to be conclusively evidenced by such Authorized Officer's execution and delivery thereof on behalf of the Company. The Board hereby authorizes and directs the Authorized Officers to negotiate the final terms and conditions of the Underwriting Agreement, including without limitation the representations, warranties, covenants, indemnification obligations, and conditions to closing set forth therein, and to make such changes thereto as such Authorized Officer deems necessary, appropriate, or advisable in order to consummate the Offering on terms consistent with these resolutions.
Resolution 4 — Designation of Authorized Officers and Delegation of Authority
RESOLVED, that each of the following officers of the Company is hereby designated as an "Authorized Officer" for purposes of these resolutions:
(i) Martin R. Calloway, Chief Executive Officer;
(ii) Diana L. Prescott, Chief Financial Officer; and
(iii) Yusuf A. Okafor, General Counsel and Corporate Secretary.
RESOLVED FURTHER, that each Authorized Officer, acting singly or together with one or more other Authorized Officers, is hereby authorized, empowered, and directed, in the name and on behalf of the Company, to take any and all of the following actions in connection with the Offering:
(a) to negotiate, execute, and deliver the Underwriting Agreement and all ancillary agreements, documents, instruments, and certificates contemplated thereby or otherwise required or advisable in connection with the Offering, including without limitation any agreement among underwriters, any selected dealer agreement, and any agreement relating to the stabilization of the price of the Common Stock in connection with the Offering;
(b) to determine and establish the final public offering price per share of Common Stock, the underwriting discount per share, the net proceeds to the Company, and the final number of shares of Common Stock to be sold in the Offering (including the number of Option Shares, if any, subject to the Over-Allotment Option), in each case within the limits authorized by these resolutions (i.e., up to a maximum of 3,450,000 shares of Common Stock in the aggregate, inclusive of both Firm Shares and Option Shares);
(c) to prepare, review, approve, execute, and file or cause to be filed with the Commission the Prospectus Supplement and any amendments or supplements to the Registration Statement or the Prospectus Supplement, in each case as may be necessary, appropriate, or advisable in connection with the Offering, including any "free writing prospectuses" as defined in Rule 405 under the Securities Act of 1933, as amended (the "Securities Act"), and to authorize the use thereof;
(d) to cause the shares of Common Stock to be issued and delivered to the Underwriter or its designees at the closing of the Offering, in book-entry form through the facilities of The Depository Trust Company ("DTC"), with Continental Transfer & Trust Co. acting as transfer agent and registrar for the Common Stock, and to execute and deliver such instructions, authorizations, and directions to DTC, Continental Transfer & Trust Co., and such other parties as may be necessary to effectuate the issuance and delivery of such shares;
(e) to apply to the Nasdaq Global Select Market for listing of the additional shares of Common Stock to be issued in the Offering, and to execute and deliver any applications, agreements, certifications, or other documents required in connection with such listing application;
(f) to execute and deliver officers' certificates, secretary's certificates, incumbency certificates, good standing certificates, and any other closing certificates, bring-down certificates, or similar deliverables required or contemplated under the Underwriting Agreement or otherwise requested by the Underwriter or its counsel in connection with the closing of the Offering; and
(g) to take all such other actions and execute and deliver all such other agreements, documents, instruments, and certificates as any such Authorized Officer may deem necessary, appropriate, or advisable in order to carry out the intent and accomplish the purposes of the foregoing resolutions and to consummate the transactions contemplated hereby, including without limitation the engagement of printers, filing agents, and other service providers, the payment of filing fees and other expenses, and the making of any required filings or notifications with the Commission, the Financial Industry Regulatory Authority, Inc. ("FINRA"), or any applicable state securities or "blue sky" regulatory authority.
Resolution 5 — Approval of Lock-Up Agreements
RESOLVED, that the form, terms, and provisions of the lock-up agreements (each, a "Lock-Up Agreement") to be executed and delivered by each director and executive officer of the Company, and by each holder of five percent (5%) or more of the outstanding shares of Common Stock (including, without limitation, Birchwood Capital Partners, L.P.), in connection with the Offering, are hereby approved, authorized, and ratified. Each Lock-Up Agreement shall be substantially in the form presented to and reviewed by the Board at this meeting, addressed to Greystone Harwick & Co., LLC, and shall provide that the signatory thereto will not, without the prior written consent of the Underwriter, directly or indirectly offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale of, or otherwise dispose of or transfer, or enter into any swap or other derivative transaction with respect to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock, for a period of ninety (90) days following the date of pricing of the Offering (the "Lock-Up Period"), subject to such customary exceptions and carve-outs as may be set forth in the Lock-Up Agreement. The Authorized Officers are hereby authorized and directed to take all actions necessary to obtain executed Lock-Up Agreements from each applicable person prior to the pricing of the Offering.
Resolution 6 — Approval of Prospectus Supplement
RESOLVED, that the form of the preliminary Prospectus Supplement, as most recently circulated to the Board (draft dated May 25, 2021), is hereby approved in substantially the form presented, with such changes, modifications, additions, deletions, and amendments thereto as any Authorized Officer, in consultation with the Company's outside legal counsel, Calderwood & Harkness LLP, shall approve, such approval to be conclusively evidenced by the filing thereof with the Commission. The Authorized Officers are hereby authorized and directed to finalize and cause the filing of (i) the preliminary Prospectus Supplement with the Commission pursuant to Rule 424(b) under the Securities Act, and (ii) following the pricing of the Offering, the final Prospectus Supplement (containing the final terms of the Offering, including the public offering price, the underwriting discount, and the number of shares of Common Stock sold) with the Commission pursuant to Rule 424(b) under the Securities Act, in each case within the time periods prescribed by the Securities Act and the rules and regulations of the Commission thereunder.
Resolution 7 — Ratification of Engagement of Advisors
RESOLVED, that the engagement of Calderwood & Harkness LLP, 1301 Avenue of the Americas, New York, New York 10019 (Responsible Partner: Robert Adeyemi), as counsel to the Company in connection with the Offering, on the terms and conditions set forth in the engagement letter between the Company and Calderwood & Harkness LLP, is hereby ratified, confirmed, and approved in all respects.
RESOLVED FURTHER, that the engagement of Trellis Peak Advisors LLC, 55 East 52nd Street, Suite 2200, New York, New York 10055 (Managing Director: Alan W. Ng), as financial advisor to the Company in connection with the Offering, on the terms and conditions set forth in the engagement letter between the Company and Trellis Peak Advisors LLC, is hereby ratified, confirmed, and approved in all respects.
RESOLVED FURTHER, that the Board hereby acknowledges and notes that (i) Duval & Pressler LLP is serving as counsel to the Underwriter in connection with the Offering, and (ii) Carver, Bain & Associates LLP, the Company's independent registered public accounting firm, is serving as the Company's auditor for purposes of delivering the comfort letter (and any bring-down comfort letter) required under the Underwriting Agreement in connection with the Offering, and the Board hereby authorizes the Authorized Officers to cooperate with such firms and to provide such information, access, and assistance as may be reasonably requested in connection with the performance of their respective engagements.
Resolution 8 — Ratification of Prior Actions
RESOLVED, that all actions heretofore taken by any officer, director, employee, agent, or representative of the Company in connection with or in furtherance of the matters contemplated by these resolutions are hereby ratified, confirmed, and approved in all respects as the acts and deeds of the Company, including, without limitation:
(i) the execution and delivery of the engagement letter with Calderwood & Harkness LLP, dated as of May 10, 2021;
(ii) the execution and delivery of the underwriting engagement letter with Greystone Harwick & Co., LLC, dated as of May 12, 2021, pursuant to which the Underwriter was engaged as sole book-running manager for the Offering;
(iii) the preparation, review, and circulation of the draft preliminary Prospectus Supplement, including all drafts, mark-ups, and revisions thereof;
(iv) the conduct of due diligence investigations and sessions by and among the Company, its officers, directors, counsel, accountants, the Underwriter, and counsel to the Underwriter, including the review and preparation of due diligence materials, responses to due diligence inquiries, and related presentations;
(v) all related communications with the Commission, the Nasdaq Global Select Market, FINRA, and any other regulatory bodies or self-regulatory organizations in connection with the Offering; and
(vi) all other actions taken, and all other agreements, documents, instruments, and certificates executed and delivered, in each case in connection with or in furtherance of the foregoing and the Offering generally.
Resolution 9 — General Authority
RESOLVED, that each Authorized Officer, acting singly or together with one or more other Authorized Officers, is hereby authorized, empowered, and directed to take any and all further actions, and to execute, deliver, and file (or cause to be executed, delivered, and filed) any and all further agreements, documents, instruments, certificates, notices, filings, and communications, in the name and on behalf of the Company, as such Authorized Officer may deem necessary, appropriate, or advisable in order to carry out the intent and accomplish the purposes of the foregoing resolutions and to consummate the Offering and all transactions contemplated hereby, the execution thereof by any such Authorized Officer to be conclusive evidence of the authority of such Authorized Officer and of the approval by the Board of any such action, agreement, document, instrument, or certificate so executed, delivered, or filed.
RESOLVED FURTHER, that any and all actions heretofore taken by any Authorized Officer in connection with or in furtherance of any of the foregoing resolutions are hereby approved, ratified, and confirmed in all respects.
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CERTIFICATE OF CORPORATE SECRETARY
The undersigned, Yusuf A. Okafor, Corporate Secretary of Quorum Insurance Holdings Corp., a Delaware corporation, hereby certifies as follows:
1.  The foregoing resolutions are true, correct, and complete copies of resolutions duly adopted by the Board of Directors of the Company at a meeting of the Board of Directors duly called and held on June 2, 2021, in accordance with the Company's Second Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, each as currently in effect, and in accordance with the General Corporation Law of the State of Delaware.
2.  A quorum of the Board of Directors was present and acting throughout the entirety of such meeting, and all directors present voted in favor of the adoption of the foregoing resolutions.
3.  The foregoing resolutions have not been amended, modified, supplemented, revoked, or rescinded in any respect since their adoption and remain in full force and effect as of the date hereof.
4.  The undersigned is the duly elected and qualified Corporate Secretary of the Company and is authorized to execute and deliver this certificate on behalf of the Company.
IN WITNESS WHEREOF, the undersigned has executed this certificate as of the date set forth below.
QUORUM INSURANCE HOLDINGS CORP.
By: ________
Name: Yusuf A. Okafor
Title: General Counsel and Corporate Secretary
Date: ________
C&H Matter No. 1025-00001 Calderwood & Harkness LLP 1301 Avenue of the Americas New York, NY 10019

RESOLUTIONS OF THE BOARD OF DIRECTORS OF QUORUM INSURANCE HOLDINGS CORP.

CERTIFICATE OF CORPORATE SECRETARY

QUORUM INSURANCE HOLDINGS CORP.

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