1025-00004 · Quorum Insurance Holdings · Engagement

engagement-letter-quorum.docx DOCUMENT M&A / Corporate

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PRIVILEGED & CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION

CALDERWOOD & HARKNESS LLP Counselors at Law 125 Broad Street, 38th Floor New York, NY 10004 Tel: (212) 554-7200

Fax: (212) 554-7201

www.calderwoodharkness.com

October 3, 2025

Lionel T. Okafor, Esq. General Counsel Quorum Insurance Holdings Corp. 400 Constitution Plaza, Suite 2200 Hartford, CT 06103

Re: Engagement of Calderwood & Harkness LLP — Reinsurance Treaty Renewal and New Catastrophe Excess-of-Loss Placement Matter Number: 1025-00004

Dear Mr. Okafor:

1. Purpose and Introduction

Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm its engagement by Quorum Insurance Holdings Corp. ("Quorum" or "QIH"), a Delaware corporation publicly traded on the Nasdaq Global Select Market under the ticker symbol QIHC, with headquarters at 400 Constitution Plaza, Suite 2200, Hartford, CT 06103. We appreciate Quorum's confidence in the Firm and look forward to working with you and your team on this important engagement.

This letter (the "Engagement Letter") sets forth the terms and conditions under which the Firm will represent Quorum and its operating subsidiary, Quorum Specialty Insurance Company ("Quorum Specialty" or "QSIC"), a Connecticut-domiciled admitted insurer (NAIC No. 42917), in connection with the matters described herein. For purposes of this Engagement Letter, references to "Quorum" or the "Client" shall be deemed to include Quorum Specialty unless the context otherwise requires. The Firm's representation is limited to the specific matters described in Section 2 below and does not extend to any other matters, affiliates, or subsidiaries of the Client unless separately agreed in writing.

As we have discussed, this engagement encompasses a dual-treaty program involving the renewal and amendment of an existing property quota-share reinsurance treaty and the new placement of a catastrophe excess-of-loss reinsurance layer, both with effective dates of January 1, 2026. The Firm understands that these transactions are integral to Quorum Specialty's capital management strategy and its 2026 reinsurance program, and we are committed to delivering the highest quality legal services in a timely and efficient manner.

2. Scope of Engagement

The Firm's engagement encompasses two related reinsurance transactions, together with certain ancillary matters, as described in further detail below.

(a) Property Quota-Share Reinsurance Treaty — Renewal and Amendment

The Firm will represent Quorum Specialty in connection with the renewal and amendment (in the form of an amended and restated agreement) of the existing 40% property quota-share reinsurance treaty between Quorum Specialty, as cedent, and Pinnacle Re Ltd. ("Pinnacle Re"), a Bermuda Class 4 insurer, for the January 1, 2026 treaty year. The treaty period shall be January 1, 2026 through December 31, 2026, subject to any renewal or extension provisions to be negotiated. The existing quota-share treaty was originally incepted on January 1, 2022, and has been renewed annually since inception.

The scope of the Firm's services with respect to the quota-share treaty renewal shall include, without limitation, the following:

(i) negotiation of renewed commercial terms, including the ceding commission structure, sliding-scale commission parameters, loss corridor provisions, funds-withheld provisions, and per-risk retention limits;

(ii) drafting, revision, and finalization of the amended and restated treaty wording, incorporating such renewed commercial terms and any other modifications agreed between the parties;

(iii) review and revision, as necessary, of bordereau and reporting provisions, including the quarterly bordereau submission schedule, premium and loss reporting requirements, and any reconciliation mechanisms;

(iv) analysis of regulatory implications of the treaty terms, including review of the treaty's compliance with applicable New York and Connecticut insurance regulatory requirements relating to reinsurance credit for the cedent;

(v) coordination with the reinsurance intermediary, Blackbridge Advisory Group LLC ("Blackbridge"), in its capacity as broker of record on the quota-share placement, including review and negotiation of any broker-related provisions; and

(vi) preparation of any ancillary documentation necessary for the execution and closing of the renewed and amended treaty.

For the avoidance of doubt, the projected 2026 ceded premium under the quota-share treaty is approximately $135,200,000, based on Quorum Specialty's projected 2026 gross written premium of approximately $338,000,000 at a 40% cession rate. The Firm understands that these figures are preliminary estimates provided for informational purposes and that actual premium volumes may vary.

(b) Catastrophe Excess-of-Loss Reinsurance Layer — New Placement

The Firm will represent Quorum Specialty in connection with the negotiation and documentation of a new $35,000,000 per-occurrence catastrophe excess-of-loss reinsurance layer (the "Cat XOL Treaty"), attaching at $15,000,000 per occurrence (net of quota-share recoveries), with an exhaustion point of $50,000,000. The treaty period for the Cat XOL Treaty shall be January 1, 2026 through December 31, 2026.

The reinsurer panel for the Cat XOL Treaty is expected to consist of the following participants:

(i) Pinnacle Re Ltd. — 50% participation (lead reinsurer);

(ii) Graystone Reinsurance AG ("Graystone Re"), a Swiss corporation organized under the laws of Switzerland — 30% participation; and

(iii) Tidewater Re S.A. ("Tidewater Re"), a Luxembourg société anonyme organized under the laws of the Grand Duchy of Luxembourg — 20% participation.

The scope of the Firm's services with respect to the Cat XOL Treaty shall include, without limitation, the following:

(i) drafting and negotiation of the catastrophe excess-of-loss reinsurance contract, including the participation schedule, hours clause (including the definition of "occurrence" and the applicable hours period for windstorm, earthquake, and other catastrophe perils), reinstatement provisions (including the number of reinstatements, the reinstatement premium calculation methodology, and any limitations on reinstatement), exclusion clauses, and arbitration provisions;

(ii) negotiation with the lead reinsurer, Pinnacle Re, and the following reinsurers, Graystone Re and Tidewater Re, through their respective counsel, regarding all material terms of the Cat XOL Treaty;

(iii) preparation and negotiation of collateral and reinsurance trust agreements for non-certified reinsurers, specifically Graystone Re and Tidewater Re, to be established with Fidelitas Trust Company of New York as trustee, in compliance with the requirements of New York Insurance Law § 1308 and the regulations promulgated thereunder at 11 NYCRR Part 125, including the determination of required collateral amounts based on Quorum Specialty's ceded reserves and other outstanding liabilities;

(iv) review and negotiation of market standard exclusion clauses, including but not limited to NMA 1975a (Institute Nuclear, Chemical, Biological, Radiological exclusion), NMA 2962 (Communicable Disease exclusion), LMA 3030 (Cyber Loss Limitation), and LMA 5400 (Terrorism exclusion), and assessment of the appropriateness of each exclusion in light of the underlying portfolio of Quorum Specialty;

(v) coordination with Blackbridge in its capacity as reinsurance intermediary and broker on the Cat XOL placement, including review of the slip, cover note, and placement documentation; and

(vi) preparation of all closing documentation, including the executed contract, participation schedules, and trust agreements.

In connection with the foregoing, the Firm's engagement also encompasses the following ancillary matters:

(i) preparation or review, as appropriate, of the intermediary/broker agreement side letter with Blackbridge Advisory Group LLC (NY DFS License No. RI-00483), including any provisions relating to brokerage commission, authority, and obligations of the intermediary in connection with the placement of both the renewed quota-share treaty and the Cat XOL Treaty;

(ii) coordination with Quorum's actuarial consultant, Meridian Actuarial Partners LLC, and its external auditor, Whitfield & Strand LLP, as may be necessary for treaty documentation purposes, including review of any actuarial data, loss development information, or financial statements to be appended to or referenced in the treaty documentation;

(iii) regulatory analysis related to reinsurance credit availability, collateral requirements under New York Insurance Law and applicable regulations, and the certified reinsurer status (or lack thereof) of each reinsurer on the Cat XOL panel under New York insurance regulations, including any required regulatory filings or notifications; and

(iv) preparation of closing checklists for both transactions and facilitation of the closing process, including coordination of signature pages, execution mechanics, and delivery of closing sets.

(d) Limitations on Scope

The engagement as described in this Engagement Letter does not include, and the Firm shall have no obligation to provide, any of the following:

(i) representation in any regulatory proceedings, investigations, or examinations before any state, federal, or foreign regulatory authority;

(ii) representation in any litigation, arbitration, mediation, or other dispute resolution proceeding, whether related or unrelated to the transactions described herein;

(iii) tax advisory services of any kind, including federal, state, local, or foreign income tax, excise tax, premium tax, or any other tax analysis, planning, or compliance services (the Firm recommends that Quorum consult with its tax advisors regarding the tax implications of the transactions described herein);

(iv) actuarial analysis, including loss reserving, rate adequacy, catastrophe modeling, or any other actuarial work product; or

(v) financial advisory, investment banking, or capital markets advisory work, including the evaluation of the economic terms of the reinsurance transactions or the creditworthiness of the reinsurer counterparties.

Any expansion of the scope of this engagement beyond the matters described in Sections 2(a), 2(b), and 2(c) above shall require a separate written agreement between the Firm and Quorum. The Firm will promptly bring to the Client's attention any matter that the Firm believes falls outside the scope of this engagement and that may warrant separate engagement or referral to other advisors.

3. Staffing

The Firm has assigned the following attorneys to this matter, each of whom has substantial experience in reinsurance transactions and insurance regulatory matters:

Angela Fontaine, Partner — Responsible Partner. Ms. Fontaine will serve as the overall supervisory partner for this engagement and will provide strategic direction on all aspects of the representation. She will serve as the primary client relationship partner and will be the Firm's senior point of contact for Quorum on substantive legal matters. Ms. Fontaine has over twenty years of experience in reinsurance transactional practice and has represented cedents and reinsurers in connection with property catastrophe, casualty, and specialty reinsurance programs.

Renata Vasquez, Partner — Billing Partner. Ms. Vasquez will be responsible for all billing, fee arrangements, and financial administration of the matter. Ms. Vasquez will oversee the preparation and issuance of monthly invoices and will serve as the primary contact for any billing inquiries.

Yuki Nakamura, Associate — Lead Associate. Ms. Nakamura will be responsible for the day-to-day management of this engagement, including the preparation and revision of treaty drafts, coordination with counterparty counsel and third parties, and management of the closing process. Ms. Nakamura has significant experience in the drafting and negotiation of quota-share and excess-of-loss reinsurance contracts.

Carlos Espinoza, Associate — Working Associate. Mr. Espinoza will provide legal research, drafting support, and due diligence assistance on this matter. Mr. Espinoza will also assist with the preparation of collateral trust agreements and regulatory analysis.

Additional attorneys, paralegals, or other support staff may be assigned to this matter from time to time as the Firm deems appropriate to ensure the efficient and timely delivery of services. Quorum will be notified of any material staffing changes, including the departure or reassignment of any of the attorneys identified above.

4. Counterparties and Their Counsel

The Firm has been informed that Pinnacle Re Ltd. is represented in connection with the transactions described herein by Harmon, Kessler & Fitch LLP ("HKF"), with offices at 780 Third Avenue, 30th Floor, New York, NY 10017. Nathan R. Kessler, Partner, will serve as lead counsel for Pinnacle Re, and Miriam Soto-Flores, Associate, will provide support. The Firm will coordinate with HKF on treaty drafts, open issues lists, and closing mechanics. All substantive communications with HKF will be conducted in accordance with applicable professional responsibility obligations and in consultation with the Client as appropriate.

As of the date of this Engagement Letter, counsel for Graystone Reinsurance AG and Tidewater Re S.A. has not yet been identified. Once such counsel has been retained, the Firm will establish direct communication channels as appropriate. In the interim, and as necessary thereafter, the Firm will coordinate communications with the following reinsurers and their counsel through Blackbridge in its capacity as intermediary and broker and, where appropriate, through direct communication with following reinsurers' counsel.

5. Fee Arrangements

(a) Basis of Fees

Services rendered by the Firm in connection with this engagement will be billed on an hourly basis at the Firm's standard rates for the attorneys and other professionals assigned to the matter. The Firm's current standard hourly rates for the assigned team members are as follows:

The Firm's standard hourly rates are adjusted periodically, typically on an annual basis effective January 1 of each calendar year. Quorum will be notified in writing of any changes to the rates applicable to this engagement. Any rate adjustment will apply to services rendered on or after the effective date of such adjustment. Given the anticipated timeline for this engagement, it is possible that a rate adjustment may take effect during the course of the engagement, and any such adjustment will be communicated to Quorum in advance.

(b) Expenses. Quorum will be responsible for the reimbursement of reasonable out-of-pocket expenses incurred by the Firm in connection with this engagement. Such expenses may include, without limitation, the following:

(i) travel expenses, including airfare, hotel accommodations, ground transportation, and meals, incurred in connection with meetings, negotiations, or closings that require travel outside of the New York metropolitan area;

(ii) filing fees or recording charges, if any, associated with the transactions;

(iii) messenger and courier charges;

(iv) document reproduction, printing, and binding costs;

(v) long-distance telephone and teleconference charges; and

(vi) similar disbursements reasonably necessary for the performance of the Firm's services.

Third-party vendor costs, including charges for outside research databases such as Westmark Data Systems and Sundial Solutions, will be passed through to Quorum at the Firm's actual cost. The Firm will exercise reasonable judgment in incurring expenses and will seek prior approval from Quorum for any single expense or category of expenses that the Firm anticipates will exceed $5,000 in the aggregate.

Invoices for fees and expenses will be rendered on a monthly basis and will be transmitted electronically to the attention of Lionel T. Okafor, General Counsel, or such other person as Quorum may designate in writing. Each invoice will reference Matter Number 1025-00004 and will include a reasonably detailed description of the services rendered and expenses incurred during the applicable billing period.

Payment is due within thirty (30) days of receipt of each invoice. Payments should be made by wire transfer or check payable to "Calderwood & Harkness LLP" and directed in accordance with the payment instructions that will accompany the first invoice. In the event of any dispute regarding the amount or propriety of any charges reflected on an invoice, Quorum agrees to notify the Firm in writing within fifteen (15) days of receipt of the disputed invoice, and the parties will endeavor to resolve any such dispute promptly and in good faith. Any undisputed portion of an invoice shall remain due and payable in accordance with the foregoing terms.

All billing inquiries should be directed to Renata Vasquez at (212) 554-7244 or rvasquez@calderwoodharkness.com.

(d) Estimates. The Firm is not in a position to provide a fixed fee or fee cap for this engagement given the negotiation-dependent nature of the work involved and the inherent uncertainty regarding the number and complexity of issues that may arise during the course of the transactions. However, the Firm will endeavor to provide the Client with periodic fee estimates as the engagement progresses, and will communicate promptly regarding any material changes in the scope of the engagement or in the Firm's anticipated fees and expenses. Based on the Firm's experience with comparable reinsurance treaty negotiation and documentation engagements, and assuming a customary level of negotiation complexity and a transaction timeline consistent with the schedule set forth in Section 12 below, the Firm's preliminary estimate of total fees for this engagement is in the range of $275,000 to $375,000, exclusive of expenses. This estimate is provided for informational purposes only and does not constitute a cap, guarantee, or binding commitment regarding the ultimate amount of fees.

6. Conflict of Interest Disclosure

The Firm has conducted a conflicts check in accordance with its internal procedures and the New York Rules of Professional Conduct (22 NYCRR Part 1200). Based on the information currently available to the Firm, we advise you as follows:

The Firm does not currently represent Pinnacle Re Ltd., Graystone Reinsurance AG, Tidewater Re S.A., Blackbridge Advisory Group LLC, Harmon, Kessler & Fitch LLP, or any other party to the contemplated transactions in any matter adverse to Quorum or Quorum Specialty. The Firm has not identified any conflict of interest that would preclude it from undertaking this engagement under the applicable rules of professional conduct.

The Firm notes, however, that as a large law firm with a substantial insurance and reinsurance practice, the Firm does represent other insurance and reinsurance industry participants — including other insurers, reinsurers, intermediaries, and insurance holding companies — in matters that are unrelated to the transactions described in this Engagement Letter. The Firm has reviewed such existing representations and has determined that they do not create a conflict of interest with respect to this engagement, as none of such representations involves the same or a substantially related matter, and none would materially limit the Firm's ability to represent Quorum fully and effectively in connection with the matters described herein. By executing this Engagement Letter, Quorum acknowledges the Firm's representation of other industry participants in unrelated matters and confirms that it does not object to such representations.

If a conflict or potential conflict of interest arises during the course of the engagement, the Firm will promptly notify Quorum and discuss the matter with the Client. Resolution of any such conflict may include, depending on the circumstances, obtaining the informed written consent of the affected parties pursuant to Rule 1.7 or Rule 1.9 of the New York Rules of Professional Conduct, the implementation of appropriate screening measures, or, if the conflict cannot be resolved, the Firm's withdrawal from the engagement in accordance with Section 10 below.

7. Confidentiality

The Firm will treat all information received from Quorum, Quorum Specialty, or their respective officers, directors, employees, agents, or advisors in connection with this engagement as confidential, and will not disclose such information to any third party without Quorum's prior written consent, except as may be required by applicable law, court order, regulatory directive, or the Firm's professional obligations under the New York Rules of Professional Conduct. The Firm's duty of confidentiality under Rule 1.6 of the New York Rules of Professional Conduct shall apply to all information relating to the representation, regardless of the source of such information.

The foregoing confidentiality obligations shall not restrict the Firm from disclosing information to the extent necessary in connection with the performance of the Firm's services hereunder, including disclosures to counterparty counsel, reinsurers, the reinsurance intermediary, or other third parties as authorized by Quorum or as reasonably necessary to advance the transactions. The Firm will exercise reasonable care to limit such disclosures to information that is necessary and appropriate in the circumstances.

8. Communication and Client Contacts

The primary client contacts for this engagement shall be:

Lionel T. Okafor, General Counsel, Quorum Insurance Holdings Corp. Telephone: (860) 442-3100, ext. 4401

Email: lokafor@quoruminsurance.com

Suzanne M. Driscoll, Vice President, Reinsurance & Capital Management, Quorum Insurance Holdings Corp. Telephone: (860) 442-3100, ext. 4518

Email: sdriscoll@quoruminsurance.com

The Firm will provide regular status updates to Mr. Okafor and Ms. Driscoll, including periodic written summaries of material developments, open issues, and upcoming deadlines. The Firm will seek client direction on all material decisions affecting the transactions, including the approval of treaty wording, the acceptance or rejection of counterparty proposals on key commercial terms, and the resolution of any significant legal issues that arise during negotiations.

The Firm understands that Mr. Okafor may, from time to time, direct the Firm to coordinate with other members of Quorum's senior management, including Priya Chandrasekaran, Chief Financial Officer, and Desmond R. Hargrove, Chief Executive Officer, on matters relating to this engagement. Unless otherwise directed by Mr. Okafor, the Firm will treat Mr. Okafor as the primary point of contact for all legal matters and will direct substantive communications accordingly.

9. Document Retention

Following the conclusion of the engagement, the Firm will retain engagement files — including correspondence, memoranda, drafts, research, and other work product — in accordance with the Firm's standard document retention policy. Original documents provided by the Client to the Firm in connection with this engagement will be returned to the Client upon request at any time during or after the engagement, and the Client is encouraged to maintain its own complete set of all transaction documents.

The Firm may destroy engagement files after its standard retention period of ten (10) years from the date of the conclusion of the engagement, unless the Client instructs the Firm otherwise in writing prior to the expiration of such period. The Firm will not provide further notice to the Client prior to the destruction of files following the expiration of the retention period. The Client acknowledges that the Firm's retention of files is for the Firm's own purposes and does not create any obligation on the part of the Firm to maintain such files for the benefit of the Client beyond the retention period.

10. Termination

Either party may terminate this engagement at any time upon written notice to the other party. In the event of termination, Quorum shall remain obligated to pay the Firm for all services rendered and expenses incurred through the effective date of termination, in accordance with the fee arrangements set forth in Section 5 above.

The Firm's right to withdraw from the representation is subject to the Firm's professional obligations under the New York Rules of Professional Conduct, including Rule 1.16, and any applicable court rules or regulations. Upon any termination of the engagement, whether by the Client or by the Firm, the Firm will take reasonable steps to protect Quorum's interests, including providing reasonable notice of withdrawal, allowing time for the retention of successor counsel, and promptly transferring all relevant files, documents, and work product to successor counsel as directed by the Client.

11. Governing Law

This Engagement Letter and the relationship between the Firm and Quorum, including any disputes arising out of or relating to this Engagement Letter or the Firm's representation of Quorum, 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.

12. Anticipated Timeline

The Firm understands that the following key dates have been identified for the 2026 reinsurance program placement:

The foregoing timeline is indicative and is subject to change based on negotiation dynamics, counterparty responsiveness, market conditions, and other factors outside the Firm's control. The Firm will work diligently to meet the target dates identified above and will promptly notify Quorum of any anticipated delays or schedule adjustments.

13. Acceptance

We are grateful for the opportunity to represent Quorum and Quorum Specialty in connection with this important engagement. We ask that you please confirm Quorum's agreement to the terms and conditions set forth in this Engagement Letter by signing and returning a copy of this letter to the undersigned at your earliest convenience. A countersigned copy may be returned by email (in PDF format) to afontaine@calderwoodharkness.com, with a copy to ynakamura@calderwoodharkness.com, or by mail to the Firm's address set forth above.

The Firm may commence work on this matter upon execution of this Engagement Letter by both parties. If you have any questions regarding the terms of this letter, or if you would like to discuss any aspect of the engagement before signing, please do not hesitate to contact me directly at (212) 554-7210.

We look forward to working with you.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Angela Fontaine

Title: Partner

Date: ________

ACKNOWLEDGED AND AGREED:

QUORUM INSURANCE HOLDINGS CORP.

By: ________

Name: Lionel T. Okafor

Title: General Counsel

Date: ________

Enclosures: Firm's Standard Terms of Engagement (incorporated herein by reference)

cc:

Desmond R. Hargrove, Chief Executive Officer, Quorum Insurance Holdings Corp. Priya Chandrasekaran, Chief Financial Officer, Quorum Insurance Holdings Corp. Suzanne M. Driscoll, VP, Reinsurance & Capital Management, Quorum Insurance Holdings Corp. Renata Vasquez, Billing Partner, Calderwood & Harkness LLP Yuki Nakamura, Lead Associate, Calderwood & Harkness LLP Carlos Espinoza, Working Associate, Calderwood & Harkness LLP

Attorney	Role	Hourly Rate
Angela Fontaine, Partner	Responsible Partner	$1,295.00
Renata Vasquez, Partner	Billing Partner	$1,195.00
Yuki Nakamura, Associate	Lead Associate	$825.00
Carlos Espinoza, Associate	Working Associate	$695.00
Paralegals / Legal Assistants	As assigned	$350.00 – $425.00
Date	Milestone
October 3, 2025	Engagement opened; Firm commences work
October 17, 2025	Blackbridge to circulate broker's initial market submission for Cat XOL
November 1, 2025	Target date for distribution of first draft treaty wordings (Quota-Share and Cat XOL)
November 15, 2025	Indicative pricing response deadline for Cat XOL panel reinsurers
December 1, 2025	Target date for final agreed terms and signing of both treaties
December 15, 2025	Collateral trust agreements (Graystone Re and Tidewater Re) to be executed and funded
January 1, 2026	Effective date of renewed Quota-Share Treaty and Cat XOL Treaty inception

PRIVILEGED & CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION
CALDERWOOD & HARKNESS LLP Counselors at Law 125 Broad Street, 38th Floor New York, NY 10004 Tel: (212) 554-7200
Fax: (212) 554-7201
www.calderwoodharkness.com
October 3, 2025
Lionel T. Okafor, Esq. General Counsel Quorum Insurance Holdings Corp. 400 Constitution Plaza, Suite 2200 Hartford, CT 06103
Re: Engagement of Calderwood & Harkness LLP — Reinsurance Treaty Renewal and New Catastrophe Excess-of-Loss Placement Matter Number: 1025-00004
Dear Mr. Okafor:
1. Purpose and Introduction
Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm its engagement by Quorum Insurance Holdings Corp. ("Quorum" or "QIH"), a Delaware corporation publicly traded on the Nasdaq Global Select Market under the ticker symbol QIHC, with headquarters at 400 Constitution Plaza, Suite 2200, Hartford, CT 06103. We appreciate Quorum's confidence in the Firm and look forward to working with you and your team on this important engagement.
This letter (the "Engagement Letter") sets forth the terms and conditions under which the Firm will represent Quorum and its operating subsidiary, Quorum Specialty Insurance Company ("Quorum Specialty" or "QSIC"), a Connecticut-domiciled admitted insurer (NAIC No. 42917), in connection with the matters described herein. For purposes of this Engagement Letter, references to "Quorum" or the "Client" shall be deemed to include Quorum Specialty unless the context otherwise requires. The Firm's representation is limited to the specific matters described in Section 2 below and does not extend to any other matters, affiliates, or subsidiaries of the Client unless separately agreed in writing.
As we have discussed, this engagement encompasses a dual-treaty program involving the renewal and amendment of an existing property quota-share reinsurance treaty and the new placement of a catastrophe excess-of-loss reinsurance layer, both with effective dates of January 1, 2026. The Firm understands that these transactions are integral to Quorum Specialty's capital management strategy and its 2026 reinsurance program, and we are committed to delivering the highest quality legal services in a timely and efficient manner.
2. Scope of Engagement
The Firm's engagement encompasses two related reinsurance transactions, together with certain ancillary matters, as described in further detail below.
(a) Property Quota-Share Reinsurance Treaty — Renewal and Amendment
The Firm will represent Quorum Specialty in connection with the renewal and amendment (in the form of an amended and restated agreement) of the existing 40% property quota-share reinsurance treaty between Quorum Specialty, as cedent, and Pinnacle Re Ltd. ("Pinnacle Re"), a Bermuda Class 4 insurer, for the January 1, 2026 treaty year. The treaty period shall be January 1, 2026 through December 31, 2026, subject to any renewal or extension provisions to be negotiated. The existing quota-share treaty was originally incepted on January 1, 2022, and has been renewed annually since inception.
The scope of the Firm's services with respect to the quota-share treaty renewal shall include, without limitation, the following:
(i) negotiation of renewed commercial terms, including the ceding commission structure, sliding-scale commission parameters, loss corridor provisions, funds-withheld provisions, and per-risk retention limits;
(ii) drafting, revision, and finalization of the amended and restated treaty wording, incorporating such renewed commercial terms and any other modifications agreed between the parties;
(iii) review and revision, as necessary, of bordereau and reporting provisions, including the quarterly bordereau submission schedule, premium and loss reporting requirements, and any reconciliation mechanisms;
(iv) analysis of regulatory implications of the treaty terms, including review of the treaty's compliance with applicable New York and Connecticut insurance regulatory requirements relating to reinsurance credit for the cedent;
(v) coordination with the reinsurance intermediary, Blackbridge Advisory Group LLC ("Blackbridge"), in its capacity as broker of record on the quota-share placement, including review and negotiation of any broker-related provisions; and
(vi) preparation of any ancillary documentation necessary for the execution and closing of the renewed and amended treaty.
For the avoidance of doubt, the projected 2026 ceded premium under the quota-share treaty is approximately $135,200,000, based on Quorum Specialty's projected 2026 gross written premium of approximately $338,000,000 at a 40% cession rate. The Firm understands that these figures are preliminary estimates provided for informational purposes and that actual premium volumes may vary.
(b) Catastrophe Excess-of-Loss Reinsurance Layer — New Placement
The Firm will represent Quorum Specialty in connection with the negotiation and documentation of a new $35,000,000 per-occurrence catastrophe excess-of-loss reinsurance layer (the "Cat XOL Treaty"), attaching at $15,000,000 per occurrence (net of quota-share recoveries), with an exhaustion point of $50,000,000. The treaty period for the Cat XOL Treaty shall be January 1, 2026 through December 31, 2026.
The reinsurer panel for the Cat XOL Treaty is expected to consist of the following participants:
(i) Pinnacle Re Ltd. — 50% participation (lead reinsurer);
(ii) Graystone Reinsurance AG ("Graystone Re"), a Swiss corporation organized under the laws of Switzerland — 30% participation; and
(iii) Tidewater Re S.A. ("Tidewater Re"), a Luxembourg société anonyme organized under the laws of the Grand Duchy of Luxembourg — 20% participation.
The scope of the Firm's services with respect to the Cat XOL Treaty shall include, without limitation, the following:
(i) drafting and negotiation of the catastrophe excess-of-loss reinsurance contract, including the participation schedule, hours clause (including the definition of "occurrence" and the applicable hours period for windstorm, earthquake, and other catastrophe perils), reinstatement provisions (including the number of reinstatements, the reinstatement premium calculation methodology, and any limitations on reinstatement), exclusion clauses, and arbitration provisions;
(ii) negotiation with the lead reinsurer, Pinnacle Re, and the following reinsurers, Graystone Re and Tidewater Re, through their respective counsel, regarding all material terms of the Cat XOL Treaty;
(iii) preparation and negotiation of collateral and reinsurance trust agreements for non-certified reinsurers, specifically Graystone Re and Tidewater Re, to be established with Fidelitas Trust Company of New York as trustee, in compliance with the requirements of New York Insurance Law § 1308 and the regulations promulgated thereunder at 11 NYCRR Part 125, including the determination of required collateral amounts based on Quorum Specialty's ceded reserves and other outstanding liabilities;
(iv) review and negotiation of market standard exclusion clauses, including but not limited to NMA 1975a (Institute Nuclear, Chemical, Biological, Radiological exclusion), NMA 2962 (Communicable Disease exclusion), LMA 3030 (Cyber Loss Limitation), and LMA 5400 (Terrorism exclusion), and assessment of the appropriateness of each exclusion in light of the underlying portfolio of Quorum Specialty;
(v) coordination with Blackbridge in its capacity as reinsurance intermediary and broker on the Cat XOL placement, including review of the slip, cover note, and placement documentation; and
(vi) preparation of all closing documentation, including the executed contract, participation schedules, and trust agreements.
(c) Ancillary Matters
In connection with the foregoing, the Firm's engagement also encompasses the following ancillary matters:
(i) preparation or review, as appropriate, of the intermediary/broker agreement side letter with Blackbridge Advisory Group LLC (NY DFS License No. RI-00483), including any provisions relating to brokerage commission, authority, and obligations of the intermediary in connection with the placement of both the renewed quota-share treaty and the Cat XOL Treaty;
(ii) coordination with Quorum's actuarial consultant, Meridian Actuarial Partners LLC, and its external auditor, Whitfield & Strand LLP, as may be necessary for treaty documentation purposes, including review of any actuarial data, loss development information, or financial statements to be appended to or referenced in the treaty documentation;
(iii) regulatory analysis related to reinsurance credit availability, collateral requirements under New York Insurance Law and applicable regulations, and the certified reinsurer status (or lack thereof) of each reinsurer on the Cat XOL panel under New York insurance regulations, including any required regulatory filings or notifications; and
(iv) preparation of closing checklists for both transactions and facilitation of the closing process, including coordination of signature pages, execution mechanics, and delivery of closing sets.
(d) Limitations on Scope
The engagement as described in this Engagement Letter does not include, and the Firm shall have no obligation to provide, any of the following:
(i) representation in any regulatory proceedings, investigations, or examinations before any state, federal, or foreign regulatory authority;
(ii) representation in any litigation, arbitration, mediation, or other dispute resolution proceeding, whether related or unrelated to the transactions described herein;
(iii) tax advisory services of any kind, including federal, state, local, or foreign income tax, excise tax, premium tax, or any other tax analysis, planning, or compliance services (the Firm recommends that Quorum consult with its tax advisors regarding the tax implications of the transactions described herein);
(iv) actuarial analysis, including loss reserving, rate adequacy, catastrophe modeling, or any other actuarial work product; or
(v) financial advisory, investment banking, or capital markets advisory work, including the evaluation of the economic terms of the reinsurance transactions or the creditworthiness of the reinsurer counterparties.
Any expansion of the scope of this engagement beyond the matters described in Sections 2(a), 2(b), and 2(c) above shall require a separate written agreement between the Firm and Quorum. The Firm will promptly bring to the Client's attention any matter that the Firm believes falls outside the scope of this engagement and that may warrant separate engagement or referral to other advisors.
3. Staffing
The Firm has assigned the following attorneys to this matter, each of whom has substantial experience in reinsurance transactions and insurance regulatory matters:
Angela Fontaine, Partner — Responsible Partner. Ms. Fontaine will serve as the overall supervisory partner for this engagement and will provide strategic direction on all aspects of the representation. She will serve as the primary client relationship partner and will be the Firm's senior point of contact for Quorum on substantive legal matters. Ms. Fontaine has over twenty years of experience in reinsurance transactional practice and has represented cedents and reinsurers in connection with property catastrophe, casualty, and specialty reinsurance programs.
Renata Vasquez, Partner — Billing Partner. Ms. Vasquez will be responsible for all billing, fee arrangements, and financial administration of the matter. Ms. Vasquez will oversee the preparation and issuance of monthly invoices and will serve as the primary contact for any billing inquiries.
Yuki Nakamura, Associate — Lead Associate. Ms. Nakamura will be responsible for the day-to-day management of this engagement, including the preparation and revision of treaty drafts, coordination with counterparty counsel and third parties, and management of the closing process. Ms. Nakamura has significant experience in the drafting and negotiation of quota-share and excess-of-loss reinsurance contracts.
Carlos Espinoza, Associate — Working Associate. Mr. Espinoza will provide legal research, drafting support, and due diligence assistance on this matter. Mr. Espinoza will also assist with the preparation of collateral trust agreements and regulatory analysis.
Additional attorneys, paralegals, or other support staff may be assigned to this matter from time to time as the Firm deems appropriate to ensure the efficient and timely delivery of services. Quorum will be notified of any material staffing changes, including the departure or reassignment of any of the attorneys identified above.
4. Counterparties and Their Counsel
The Firm has been informed that Pinnacle Re Ltd. is represented in connection with the transactions described herein by Harmon, Kessler & Fitch LLP ("HKF"), with offices at 780 Third Avenue, 30th Floor, New York, NY 10017. Nathan R. Kessler, Partner, will serve as lead counsel for Pinnacle Re, and Miriam Soto-Flores, Associate, will provide support. The Firm will coordinate with HKF on treaty drafts, open issues lists, and closing mechanics. All substantive communications with HKF will be conducted in accordance with applicable professional responsibility obligations and in consultation with the Client as appropriate.
As of the date of this Engagement Letter, counsel for Graystone Reinsurance AG and Tidewater Re S.A. has not yet been identified. Once such counsel has been retained, the Firm will establish direct communication channels as appropriate. In the interim, and as necessary thereafter, the Firm will coordinate communications with the following reinsurers and their counsel through Blackbridge in its capacity as intermediary and broker and, where appropriate, through direct communication with following reinsurers' counsel.
5. Fee Arrangements
(a) Basis of Fees
Services rendered by the Firm in connection with this engagement will be billed on an hourly basis at the Firm's standard rates for the attorneys and other professionals assigned to the matter. The Firm's current standard hourly rates for the assigned team members are as follows:
The Firm's standard hourly rates are adjusted periodically, typically on an annual basis effective January 1 of each calendar year. Quorum will be notified in writing of any changes to the rates applicable to this engagement. Any rate adjustment will apply to services rendered on or after the effective date of such adjustment. Given the anticipated timeline for this engagement, it is possible that a rate adjustment may take effect during the course of the engagement, and any such adjustment will be communicated to Quorum in advance.
(b) Expenses.  Quorum will be responsible for the reimbursement of reasonable out-of-pocket expenses incurred by the Firm in connection with this engagement. Such expenses may include, without limitation, the following:
(i) travel expenses, including airfare, hotel accommodations, ground transportation, and meals, incurred in connection with meetings, negotiations, or closings that require travel outside of the New York metropolitan area;
(ii) filing fees or recording charges, if any, associated with the transactions;
(iii) messenger and courier charges;
(iv) document reproduction, printing, and binding costs;
(v) long-distance telephone and teleconference charges; and
(vi) similar disbursements reasonably necessary for the performance of the Firm's services.
Third-party vendor costs, including charges for outside research databases such as Westmark Data Systems and Sundial Solutions, will be passed through to Quorum at the Firm's actual cost. The Firm will exercise reasonable judgment in incurring expenses and will seek prior approval from Quorum for any single expense or category of expenses that the Firm anticipates will exceed $5,000 in the aggregate.
(c) Billing and Payment
Invoices for fees and expenses will be rendered on a monthly basis and will be transmitted electronically to the attention of Lionel T. Okafor, General Counsel, or such other person as Quorum may designate in writing. Each invoice will reference Matter Number 1025-00004 and will include a reasonably detailed description of the services rendered and expenses incurred during the applicable billing period.
Payment is due within thirty (30) days of receipt of each invoice. Payments should be made by wire transfer or check payable to "Calderwood & Harkness LLP" and directed in accordance with the payment instructions that will accompany the first invoice. In the event of any dispute regarding the amount or propriety of any charges reflected on an invoice, Quorum agrees to notify the Firm in writing within fifteen (15) days of receipt of the disputed invoice, and the parties will endeavor to resolve any such dispute promptly and in good faith. Any undisputed portion of an invoice shall remain due and payable in accordance with the foregoing terms.
All billing inquiries should be directed to Renata Vasquez at (212) 554-7244 or rvasquez@calderwoodharkness.com.
(d) Estimates.  The Firm is not in a position to provide a fixed fee or fee cap for this engagement given the negotiation-dependent nature of the work involved and the inherent uncertainty regarding the number and complexity of issues that may arise during the course of the transactions. However, the Firm will endeavor to provide the Client with periodic fee estimates as the engagement progresses, and will communicate promptly regarding any material changes in the scope of the engagement or in the Firm's anticipated fees and expenses. Based on the Firm's experience with comparable reinsurance treaty negotiation and documentation engagements, and assuming a customary level of negotiation complexity and a transaction timeline consistent with the schedule set forth in Section 12 below, the Firm's preliminary estimate of total fees for this engagement is in the range of $275,000 to $375,000, exclusive of expenses. This estimate is provided for informational purposes only and does not constitute a cap, guarantee, or binding commitment regarding the ultimate amount of fees.
6. Conflict of Interest Disclosure
The Firm has conducted a conflicts check in accordance with its internal procedures and the New York Rules of Professional Conduct (22 NYCRR Part 1200). Based on the information currently available to the Firm, we advise you as follows:
The Firm does not currently represent Pinnacle Re Ltd., Graystone Reinsurance AG, Tidewater Re S.A., Blackbridge Advisory Group LLC, Harmon, Kessler & Fitch LLP, or any other party to the contemplated transactions in any matter adverse to Quorum or Quorum Specialty. The Firm has not identified any conflict of interest that would preclude it from undertaking this engagement under the applicable rules of professional conduct.
The Firm notes, however, that as a large law firm with a substantial insurance and reinsurance practice, the Firm does represent other insurance and reinsurance industry participants — including other insurers, reinsurers, intermediaries, and insurance holding companies — in matters that are unrelated to the transactions described in this Engagement Letter. The Firm has reviewed such existing representations and has determined that they do not create a conflict of interest with respect to this engagement, as none of such representations involves the same or a substantially related matter, and none would materially limit the Firm's ability to represent Quorum fully and effectively in connection with the matters described herein. By executing this Engagement Letter, Quorum acknowledges the Firm's representation of other industry participants in unrelated matters and confirms that it does not object to such representations.
If a conflict or potential conflict of interest arises during the course of the engagement, the Firm will promptly notify Quorum and discuss the matter with the Client. Resolution of any such conflict may include, depending on the circumstances, obtaining the informed written consent of the affected parties pursuant to Rule 1.7 or Rule 1.9 of the New York Rules of Professional Conduct, the implementation of appropriate screening measures, or, if the conflict cannot be resolved, the Firm's withdrawal from the engagement in accordance with Section 10 below.
7. Confidentiality
The Firm will treat all information received from Quorum, Quorum Specialty, or their respective officers, directors, employees, agents, or advisors in connection with this engagement as confidential, and will not disclose such information to any third party without Quorum's prior written consent, except as may be required by applicable law, court order, regulatory directive, or the Firm's professional obligations under the New York Rules of Professional Conduct. The Firm's duty of confidentiality under Rule 1.6 of the New York Rules of Professional Conduct shall apply to all information relating to the representation, regardless of the source of such information.
The foregoing confidentiality obligations shall not restrict the Firm from disclosing information to the extent necessary in connection with the performance of the Firm's services hereunder, including disclosures to counterparty counsel, reinsurers, the reinsurance intermediary, or other third parties as authorized by Quorum or as reasonably necessary to advance the transactions. The Firm will exercise reasonable care to limit such disclosures to information that is necessary and appropriate in the circumstances.
8. Communication and Client Contacts
The primary client contacts for this engagement shall be:
Lionel T. Okafor, General Counsel, Quorum Insurance Holdings Corp. Telephone: (860) 442-3100, ext. 4401
Email: lokafor@quoruminsurance.com
Suzanne M. Driscoll, Vice President, Reinsurance & Capital Management, Quorum Insurance Holdings Corp. Telephone: (860) 442-3100, ext. 4518
Email: sdriscoll@quoruminsurance.com
The Firm will provide regular status updates to Mr. Okafor and Ms. Driscoll, including periodic written summaries of material developments, open issues, and upcoming deadlines. The Firm will seek client direction on all material decisions affecting the transactions, including the approval of treaty wording, the acceptance or rejection of counterparty proposals on key commercial terms, and the resolution of any significant legal issues that arise during negotiations.
The Firm understands that Mr. Okafor may, from time to time, direct the Firm to coordinate with other members of Quorum's senior management, including Priya Chandrasekaran, Chief Financial Officer, and Desmond R. Hargrove, Chief Executive Officer, on matters relating to this engagement. Unless otherwise directed by Mr. Okafor, the Firm will treat Mr. Okafor as the primary point of contact for all legal matters and will direct substantive communications accordingly.
9. Document Retention
Following the conclusion of the engagement, the Firm will retain engagement files — including correspondence, memoranda, drafts, research, and other work product — in accordance with the Firm's standard document retention policy. Original documents provided by the Client to the Firm in connection with this engagement will be returned to the Client upon request at any time during or after the engagement, and the Client is encouraged to maintain its own complete set of all transaction documents.
The Firm may destroy engagement files after its standard retention period of ten (10) years from the date of the conclusion of the engagement, unless the Client instructs the Firm otherwise in writing prior to the expiration of such period. The Firm will not provide further notice to the Client prior to the destruction of files following the expiration of the retention period. The Client acknowledges that the Firm's retention of files is for the Firm's own purposes and does not create any obligation on the part of the Firm to maintain such files for the benefit of the Client beyond the retention period.
10. Termination
Either party may terminate this engagement at any time upon written notice to the other party. In the event of termination, Quorum shall remain obligated to pay the Firm for all services rendered and expenses incurred through the effective date of termination, in accordance with the fee arrangements set forth in Section 5 above.
The Firm's right to withdraw from the representation is subject to the Firm's professional obligations under the New York Rules of Professional Conduct, including Rule 1.16, and any applicable court rules or regulations. Upon any termination of the engagement, whether by the Client or by the Firm, the Firm will take reasonable steps to protect Quorum's interests, including providing reasonable notice of withdrawal, allowing time for the retention of successor counsel, and promptly transferring all relevant files, documents, and work product to successor counsel as directed by the Client.
11. Governing Law
This Engagement Letter and the relationship between the Firm and Quorum, including any disputes arising out of or relating to this Engagement Letter or the Firm's representation of Quorum, 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.
12. Anticipated Timeline
The Firm understands that the following key dates have been identified for the 2026 reinsurance program placement:
The foregoing timeline is indicative and is subject to change based on negotiation dynamics, counterparty responsiveness, market conditions, and other factors outside the Firm's control. The Firm will work diligently to meet the target dates identified above and will promptly notify Quorum of any anticipated delays or schedule adjustments.
13. Acceptance
We are grateful for the opportunity to represent Quorum and Quorum Specialty in connection with this important engagement. We ask that you please confirm Quorum's agreement to the terms and conditions set forth in this Engagement Letter by signing and returning a copy of this letter to the undersigned at your earliest convenience. A countersigned copy may be returned by email (in PDF format) to afontaine@calderwoodharkness.com, with a copy to ynakamura@calderwoodharkness.com, or by mail to the Firm's address set forth above.
The Firm may commence work on this matter upon execution of this Engagement Letter by both parties. If you have any questions regarding the terms of this letter, or if you would like to discuss any aspect of the engagement before signing, please do not hesitate to contact me directly at (212) 554-7210.
We look forward to working with you.
Very truly yours,
CALDERWOOD & HARKNESS LLP
CALDERWOOD & HARKNESS LLP
By: ________
Name: Angela Fontaine
Title: Partner
Date: ________
ACKNOWLEDGED AND AGREED:
QUORUM INSURANCE HOLDINGS CORP.
By: ________
Name: Lionel T. Okafor
Title: General Counsel
Date: ________
Enclosures: Firm's Standard Terms of Engagement (incorporated herein by reference)
cc:
Desmond R. Hargrove, Chief Executive Officer, Quorum Insurance Holdings Corp. Priya Chandrasekaran, Chief Financial Officer, Quorum Insurance Holdings Corp. Suzanne M. Driscoll, VP, Reinsurance & Capital Management, Quorum Insurance Holdings Corp. Renata Vasquez, Billing Partner, Calderwood & Harkness LLP Yuki Nakamura, Lead Associate, Calderwood & Harkness LLP Carlos Espinoza, Working Associate, Calderwood & Harkness LLP
Attorney | Role | Hourly Rate
Angela Fontaine, Partner | Responsible Partner | $1,295.00
Renata Vasquez, Partner | Billing Partner | $1,195.00
Yuki Nakamura, Associate | Lead Associate | $825.00
Carlos Espinoza, Associate | Working Associate | $695.00
Paralegals / Legal Assistants | As assigned | $350.00 – $425.00
Date | Milestone
October 3, 2025 | Engagement opened; Firm commences work
October 17, 2025 | Blackbridge to circulate broker's initial market submission for Cat XOL
November 1, 2025 | Target date for distribution of first draft treaty wordings (Quota-Share and Cat XOL)
November 15, 2025 | Indicative pricing response deadline for Cat XOL panel reinsurers
December 1, 2025 | Target date for final agreed terms and signing of both treaties
December 15, 2025 | Collateral trust agreements (Graystone Re and Tidewater Re) to be executed and funded
January 1, 2026 | Effective date of renewed Quota-Share Treaty and Cat XOL Treaty inception

PRIVILEGED & CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION

CALDERWOOD & HARKNESS LLP

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGED AND AGREED:

QUORUM INSURANCE HOLDINGS CORP.

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