1025-00005 · Quorum Insurance Holdings · Engagement

engagement-letter-qih-executed.docx DOCUMENT Litigation

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CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED

CALDERWOOD & HARKNESS LLP Attorneys at Law One Liberty Plaza, 55th Floor New York, New York 10006

Telephone: (212) 409-8000 Facsimile: (212) 409-8001 www.calderwoodharkness.com

March 2, 2026

Rachel Sondergaard, Esq. General Counsel Quorum Insurance Holdings Corp. 200 Constitution Plaza, Suite 3400 Hartford, CT 06103

Re: Engagement of Calderwood & Harkness LLP — Pre-Suit Reinsurance Recoverable Dispute with Pinnacle Atlantic Reinsurance Ltd.; Treaty No. PA-QCS-2019-EXL-0044 Calderwood & Harkness Matter No. 1025-00005

Dear Ms. Sondergaard:

1. Purpose and Confirmation of Engagement

Calderwood & Harkness LLP ("the Firm" or "C&H") is pleased to confirm its engagement by Quorum Insurance Holdings Corp., a Delaware corporation ("QIH" or the "Client"), to represent QIH and its principal insurance subsidiary, Quorum Casualty & Surety Company, a New York-domiciled stock property and casualty insurer (NAIC No. 24891) ("QC&S" and, together with QIH, the "Quorum Entities"), in connection with the pre-suit demand received from Pinnacle Atlantic Reinsurance Ltd. ("Pinnacle Atlantic"), a Bermuda Class 4 insurer (BMA Registration No. BMA-4R-2008-0331), through its counsel, Hargrove, Fitch & Calloway LLP ("HFC").

This engagement arises from a pre-suit demand letter dated February 14, 2026, submitted by Nathaniel R. Calloway III of HFC on behalf of Pinnacle Atlantic (the "Demand Letter"). The Demand Letter disputes the sum of Seventy-Eight Million Four Hundred Thousand Dollars ($78,400,000.00) in reinsurance recoverables billed by QC&S under the aggregate excess-of-loss reinsurance treaty identified as Treaty No. PA-QCS-2019-EXL-0044, with an effective date of July 1, 2019 (the "Treaty"). In addition to the disputed recoverables, the Demand Letter asserts a claim for accrued interest in the amount of Twelve Million Six Hundred Thousand Dollars ($12,600,000.00), resulting in a total demand of Ninety-One Million Dollars ($91,000,000.00).

The Firm understands that the engagement of C&H in connection with this matter was authorized by the Audit Committee of the QIH Board of Directors at its meeting held on February 24, 2026, following a presentation by the Office of the General Counsel regarding the Demand Letter and its potential financial and regulatory implications. This engagement letter memorializes the terms under which the Firm will provide legal services in connection with the above-referenced dispute.

2. Scope of Representation

The Firm's representation of the Quorum Entities will encompass the following matters, subject to adjustment as the engagement progresses and as mutually agreed by the Firm and the Client:

(a) Assessment of Pinnacle Atlantic's Asserted Grounds for Dispute. The Firm will conduct a thorough assessment of the merits and potential exposure arising from each of the four grounds asserted by Pinnacle Atlantic in the Demand Letter, specifically:

(i) Late Notice Claim (Treaty Article 7). Pinnacle Atlantic alleges that QC&S failed to provide timely notice of loss under Article 7 of the Treaty with respect to the Meridian Docks mass tort claim cluster, which comprises thirty-one (31) related commercial general liability claims asserted against Meridian Docks Development LLC and tendered under QC&S Policy No. CGL-2020-09844. The Firm will analyze the Treaty's notice provisions, the factual record regarding timing and form of notice, applicable case law regarding late notice defenses in the reinsurance context, and the availability of any prejudice-based defenses under New York law or the Treaty terms.

(ii) IBNR Reserve Misallocation (Treaty Article 5). Pinnacle Atlantic contends that QC&S improperly allocated Twenty-Two Million Three Hundred Thousand Dollars ($22,300,000.00) in incurred but not reported ("IBNR") reserve development to the Treaty in a manner inconsistent with the reserve reporting and allocation methodology specified in Article 5 of the Treaty. The Firm will review the relevant actuarial analyses, reserve committee minutes, and reporting submissions in order to assess the validity of this contention and develop an appropriate factual and legal response.

(iii) Follow-the-Fortunes / Settlement Practices Claim (Treaty Article 11). Pinnacle Atlantic alleges that QC&S violated the follow-the-fortunes doctrine and engaged in improper settlement practices in connection with the Veridian Financial Services E&O claim cluster, arising under QC&S Professional Liability Policy No. PL-2021-15327, which was resolved by settlement in the aggregate amount of Thirty-Four Million Five Hundred Thousand Dollars ($34,500,000.00). The Firm will analyze the Treaty's follow-the-fortunes and follow-the-settlements provisions, the claims handling and settlement record, and the applicable legal standards governing reinsurer obligations following cedent settlements.

(iv) Premium Reporting and Underpayment Claim (Treaty Article 3). Pinnacle Atlantic alleges that QC&S inaccurately reported subject premium under the Treaty and underpaid treaty premium in violation of Article 3. The Firm will review premium bordereau submissions, audited financials, and the Treaty's premium computation provisions in order to assess the merits of this allegation and quantify any potential exposure.

(b) Defense and Counter-Recovery Strategy. The Firm will develop a comprehensive defense strategy on behalf of the Quorum Entities, including identification and analysis of affirmative defenses and potential counterclaims against Pinnacle Atlantic, including but not limited to claims for breach of the duty to pay confirmed recoverables, breach of the Treaty's payment provisions, and recovery of attorneys' fees and costs where permitted.

(c) Forum and Procedural Analysis. The Firm will analyze the applicability and enforceability of the Treaty's arbitration clause set forth in Article 22, which provides for arbitration under the ARIAS-U.S. Rules before a three-member panel seated in New York, New York. The Firm will advise the Quorum Entities regarding forum strategy, including the relative advantages and risks of proceeding in arbitration versus litigation in the Supreme Court of the State of New York, New York County, Commercial Division, and will assist the Client in making an informed forum selection.

(d) Pre-Suit Correspondence, Negotiation, and Mediation. The Firm will draft and deliver a substantive response to the Demand Letter on behalf of the Quorum Entities and will represent the Quorum Entities in any pre-suit correspondence, settlement discussions, negotiations, or mediation proceedings with Pinnacle Atlantic and HFC, with the objective of achieving a resolution favorable to the Client where possible.

(e) Litigation or Arbitration Proceedings. Should pre-suit efforts fail to resolve the dispute, the Firm will prepare for and conduct formal proceedings on behalf of the Quorum Entities, whether in the Supreme Court of the State of New York, New York County, Commercial Division, or in arbitration proceedings before an ARIAS-U.S. panel, as circumstances require. This will include preparation of all necessary pleadings, motions, discovery requests and responses, depositions, expert reports, pre-hearing or pre-trial submissions, and representation at hearing or trial.

(f) Coordination with Other Advisors. The Firm will coordinate, as necessary and as directed by the Client, with the Quorum Entities' other professional advisors, including:

• Harmon & Whitfield LLP, Hartford, Connecticut (insurance regulatory counsel);

• Velthorn Actuarial Advisors LLC, Boston, Massachusetts (consulting actuaries);

• Meridian Whitcomb & Co. LLP, New York, New York (independent auditors); and

• Broadreach Intermediaries Inc., New York, New York (reinsurance intermediary broker).

(g) Regulatory and Disclosure Obligations. The Firm will analyze and advise the Quorum Entities regarding regulatory and contractual disclosure obligations that may arise from the dispute or its resolution, including reporting obligations under Accounting Standards Codification Topic 450 (ASC 450) relating to contingencies, notification requirements of the New York Department of Financial Services ("NYDFS") applicable to QC&S, and any reporting or notification obligations under the terms of QIH's Seven Hundred Fifty Million Dollar ($750,000,000.00) senior secured revolving credit facility with Cartwright National Bank, N.A. (maturing June 2028), including any potential triggers under the credit agreement's litigation disclosure or material adverse change covenants.

The scope of this engagement is limited to the matters described in this Section 2. The Firm's representation does not extend to unrelated matters, separate regulatory proceedings, or any other disputes involving the Quorum Entities unless separately agreed in a written engagement letter or amendment to this letter executed by both the Firm and the Client.

3. Client Identification

The Firm's clients in this engagement are limited to the following entities:

Quorum Insurance Holdings Corp. — A Delaware corporation; Nasdaq trading symbol: QIHC; Employer Identification Number: 82-4031567; headquarters located at 200 Constitution Plaza, Suite 3400, Hartford, CT 06103; Delaware registered agent: Capitol Registered Agents, Inc., 850 New Burton Road, Suite 201, Dover, DE 19904.

Quorum Casualty & Surety Company — A New York-domiciled stock property and casualty insurer; NAIC No. 24891; Employer Identification Number: 13-6294810; principal office located at 200 Constitution Plaza, Suite 3200, Hartford, CT 06103.

The Firm does not, by virtue of this engagement, represent any other affiliate, subsidiary, parent entity, officer, director, or employee of the Quorum Entities. Any representation of such persons or entities would require a separate written engagement agreement. This engagement is undertaken on behalf of the corporate entities identified above, and not on behalf of any individual in his or her personal capacity.

4. Engagement Team

The following attorneys will constitute the principal engagement team assigned to this matter:

Douglas Carmichael — Responsible Partner, Litigation (General). Mr. Carmichael will serve as the primary relationship partner and will have overall supervisory responsibility for the engagement. Mr. Carmichael has over twenty-five years of experience in complex insurance and reinsurance disputes and has served as lead counsel in numerous proceedings before ARIAS-U.S. panels and in the New York Commercial Division. Mr. Carmichael will also serve as the Client's primary point of contact at the Firm.

Francesca Morano — Billing Partner, Litigation (General). Ms. Morano will be responsible for billing, budgeting, and the financial administration of the engagement. Ms. Morano will oversee the preparation and issuance of monthly invoices and will serve as the primary contact for billing inquiries.

Jeffrey Park — Lead Associate (Senior Associate, seventh year), Litigation (General). Mr. Park will be responsible for the primary day-to-day management of the legal analysis, including motion practice, discovery oversight, and preparation of written work product. Mr. Park has extensive experience in insurance coverage and reinsurance arbitration matters.

Yuki Nakamura — Working Associate (fourth year), Litigation (General). Ms. Nakamura will support the engagement team through legal research, memorandum drafting, document review, and preparation of supporting materials for motion practice and hearing or trial preparation.

The Firm may, from time to time, involve additional attorneys, paralegals, litigation support professionals, or other professional support staff as reasonably necessary to provide effective and efficient legal services in connection with this engagement. The Client will be notified of any material changes to the composition of the principal engagement team. All timekeepers assigned to the matter will be subject to the billing rates and discount described in Section 6 below.

5. Client Contacts

The following individuals have been designated by the Client as the primary contacts for purposes of this engagement:

Rachel Sondergaard, Esq. — General Counsel, Quorum Insurance Holdings Corp. Ms. Sondergaard will serve as the primary client contact and authorized representative for all communications, instructions, settlement authority discussions, and approvals related to this engagement.

Tobias Engström — Senior Vice President, Reinsurance & Capital Markets, Quorum Insurance Holdings Corp. Mr. Engström will serve as the primary subject matter contact for inquiries relating to the Treaty, reinsurance program structure, premium computations, intermediary communications, and capital markets implications of the dispute.

Diana Kessler-Hoff — Vice President, Claims & Reinsurance Recoveries, Quorum Casualty & Surety Company. Ms. Kessler-Hoff will serve as the primary subject matter contact for inquiries relating to the underlying claims files, notice chronology, claims handling practices, settlement processes, and recoverable billing records.

The Firm understands that Martin Galbraith, Chief Executive Officer of QIH, and the QIH Board Audit Committee will receive periodic briefings on the status and progress of the engagement, as directed by the General Counsel. The Firm will prepare materials for and participate in such briefings as requested.

6. Fees and Billing Rates

The Firm will bill for legal services rendered in connection with this engagement on an hourly basis. In recognition of the long-standing professional relationship between the Firm and QIH, the Firm has applied a five percent (5%) discount to its standard hourly rates for all principal timekeepers assigned to this matter.

The discounted hourly billing rates applicable to the principal engagement team members for calendar year 2026 are as follows:

Hourly rates for any other attorneys, paralegals, or professional staff who may work on the matter from time to time will be at their then-current standard rates, less the five percent (5%) client discount described herein.

Billing rates are subject to annual adjustment, effective as of January 1 of each calendar year, consistent with the Firm's standard rate-setting practices. The Client will be notified in writing in advance of any rate adjustments. Any annual rate increase applied to this engagement will not exceed the Firm's firm-wide average rate increase for the applicable year.

Time expended by all timekeepers will be recorded in increments of one-tenth (0.1) of an hour, in accordance with the Firm's standard timekeeping practices.

7. Budget Estimates

The Firm has prepared the following budget estimates in good faith, based on currently available information regarding the nature and scope of the dispute:

Phase 1 — Strategy Assessment and Pre-Litigation

Estimated Budget: $450,000 to $625,000

Scope: This phase will encompass the initial case assessment, detailed treaty interpretation analysis, preparation of internal defense memoranda addressing each of the four grounds asserted by Pinnacle Atlantic, forum and procedural analysis (arbitration versus litigation), preparation and delivery of the pre-suit response to HFC and Pinnacle Atlantic, analysis of settlement authority parameters, coordination with the Client's other professional advisors, and preparation of a privileged briefing presentation for the QIH Board Audit Committee.

Estimated Timeline: March 2026 through April 2026.

Total Estimated Budget — Through Trial or Hearing (If Necessary)

Estimated Range: $3,200,000 to $4,800,000

Scope: This total estimate encompasses all anticipated phases of the engagement, including the strategy assessment and pre-litigation phase described above, as well as subsequent phases covering pre-litigation and arbitration or litigation initiation, fact and expert discovery, deposition proceedings, expert report preparation and rebuttal, hearing or trial preparation (including preparation of pre-hearing or pre-trial briefs, witness outlines, and demonstrative exhibits), and the hearing or trial itself.

The foregoing budget estimates are provided in good faith based on currently available information and the Firm's experience with disputes of a comparable nature and complexity. Actual fees and expenses may vary depending on a number of factors, including the scope and complexity of the issues as they develop, the volume of documents and data requiring review, the number of depositions taken and defended, the actions and litigation strategy pursued by opposing counsel, the decisions of the arbitral panel or court, and unforeseen developments. The Firm will provide updated budget estimates to the Client as the matter progresses and as material developments warrant.

The Firm will notify the Client promptly if fees incurred or expected to be incurred in any phase of the engagement are expected to materially exceed the estimated range set forth herein, so that the Client may make informed decisions regarding the scope and direction of the representation.

8. Expenses and Disbursements

In addition to professional fees for legal services, the Client will be responsible for reimbursement of reasonable out-of-pocket expenses and disbursements incurred by the Firm in connection with the engagement. The Firm endeavors to manage expenses prudently and cost-effectively.

Categories of reimbursable expenses include, but are not limited to, the following:

• Court filing fees and service of process costs;

• Arbitration filing fees, administrative fees, and arbitrator compensation (including ARIAS-U.S. fees and any panel-related costs);

• Process server fees;

• Expert witness fees and related costs, including fees for independent actuarial experts, reinsurance industry practices experts, and any other consultants or testifying experts retained in connection with the matter;

• Deposition transcript costs, including charges for court reporters, videographers, and real-time transcription services;

• Travel expenses reasonably incurred in connection with the engagement, including airfare, ground transportation, lodging, and meals, in accordance with the Firm's standard travel reimbursement policies;

• Electronic discovery vendor fees, including costs for data collection, processing, hosting, review platform licensing, and production;

• Document reproduction costs, including photocopying, scanning, and printing;

• Courier and overnight delivery charges;

• Computerized legal research charges (e.g., Westmark Data Systems, Calderon Systems, Cascade Services Inc.); and

• Long-distance telephone and videoconference charges, to the extent separately billed.

Any single expense item or vendor charge exceeding Ten Thousand Dollars ($10,000.00) will require prior written approval from the Client, unless the expenditure is time-sensitive and delay would reasonably be expected to prejudice the Client's interests in the matter, in which case the Firm will notify the Client as promptly as practicable thereafter.

Expert witness fees — for example, fees for an independent actuarial expert or a reinsurance industry practices expert — will be billed directly to the Client by the expert, or passed through at cost by the Firm, as mutually agreed by the parties. The Firm will consult with the Client regarding the selection, retention, and anticipated costs of any expert witness prior to formal engagement.

9. Billing and Payment Terms

The Firm will render monthly invoices for professional fees incurred and expenses advanced during the preceding calendar month. Invoices will include reasonable detail regarding the nature of the services performed and the expenses incurred, consistent with the Firm's standard billing practices and any billing guidelines provided by the Client.

Invoices are due and payable within thirty (30) days of the invoice date (net-30 terms). Payment may be made by wire transfer, ACH, or check. Wire transfer instructions are available upon request from the Firm's Finance Department.

Invoices will be directed to:

Rachel Sondergaard, Esq. General Counsel Quorum Insurance Holdings Corp. 200 Constitution Plaza, Suite 3400 Hartford, CT 06103

Alternatively, invoices may be submitted electronically to such other address, e-mail address, or electronic billing system as the Client may designate in writing from time to time.

The Client agrees to notify the Firm promptly of any charges on an invoice that the Client disputes in good faith. Any undisputed portions of an invoice shall remain due and payable within the net-30 payment period, notwithstanding any dispute regarding other line items on the same invoice. The parties will work cooperatively and in good faith to resolve any billing disputes in a timely manner.

A late payment charge of one percent (1.0%) per month (twelve percent (12.0%) per annum) may be applied to any balances that remain outstanding beyond sixty (60) days from the invoice date. The Firm reserves the right to waive or reduce such charges in its discretion.

10. Conflicts of Interest

The Firm has conducted a conflicts check in accordance with its standard procedures and the New York Rules of Professional Conduct (22 NYCRR Part 1200) with respect to the parties and entities identified in connection with this engagement.

Based on its conflicts review, the Firm has confirmed that it does not currently represent, and has not within the past twenty-four months represented, any of the following entities in any matter adverse to the Quorum Entities: Pinnacle Atlantic Reinsurance Ltd.; Pinnacle Atlantic Group Holdings Ltd. (the parent holding company of Pinnacle Atlantic); Hargrove, Fitch & Calloway LLP; Broadreach Intermediaries Inc.; Meridian Docks Development LLC; or Veridian Financial Services Inc.

The Firm notes, in the interest of full transparency, that C&H performed prior unrelated transactional work for Pinnacle Atlantic Capital Solutions Ltd., a subsidiary of Pinnacle Atlantic Group Holdings Ltd., in connection with a capital markets transaction that concluded in 2023. That engagement has been reviewed and cleared by the Firm's General Counsel and Conflicts Committee as presenting no disqualifying conflict under the applicable rules, including Rule 1.7, Rule 1.9, and Rule 1.10 of the New York Rules of Professional Conduct. The prior engagement did not involve any of the issues, claims, parties, or Treaty provisions at issue in the current dispute, and no confidential information obtained in that engagement is relevant to or will be used in connection with the current representation.

If any potential conflict of interest arises during the course of this representation, whether through the Firm's acceptance of new client matters or through developments in this engagement, the Firm will promptly notify the Client and take appropriate steps to address the conflict, including obtaining informed written consent from all affected parties where permissible under the applicable rules, or withdrawing from the conflicting engagement as required.

11. Confidentiality and Privilege

All communications between the Firm and the Quorum Entities in connection with this engagement are intended to be protected by the attorney-client privilege and, to the extent applicable, the work product doctrine. The Firm will take all reasonable steps to maintain and protect the privileged and confidential nature of such communications.

The Firm will maintain the confidentiality of all information received from the Client in connection with this engagement, in accordance with Rule 1.6 of the New York Rules of Professional Conduct and all other applicable laws and professional standards. The Firm will not disclose confidential client information to any third party without the Client's prior authorization, except as required by law or as reasonably necessary to carry out the representation (for example, in connection with coordinated communications with the Client's other designated advisors, as described in Section 2(f) above).

The Client agrees to take reasonable steps to preserve the privileged nature of communications with the Firm, including limiting the distribution of Firm correspondence, legal memoranda, and other privileged materials to those individuals within the Quorum Entities and their authorized advisors who have a legitimate need to know in connection with the subject matter of this engagement. To the extent that communications with the Firm are shared with non-lawyer business personnel, the Client should endeavor to ensure that such communications are clearly marked as privileged and confidential and that distribution is limited to those whose involvement is reasonably necessary for the purpose of obtaining or facilitating legal advice.

The Firm will issue a separate litigation hold notice to the Quorum Entities, which will provide detailed guidance regarding the preservation of documents and electronically stored information relevant to the dispute. The Client's compliance with the litigation hold is essential to the effective conduct of this engagement and to the Quorum Entities' obligations under applicable law.

12. Document Retention

The Firm will maintain engagement files — including correspondence, memoranda, pleadings, research materials, notes, and other documents generated or received in connection with this engagement — in accordance with the Firm's document retention policies. Files may be maintained in paper or electronic format, or both, at the Firm's discretion.

Upon conclusion of the engagement, original documents provided by the Client will be returned to the Client upon written request. The Firm may retain copies of such documents for its own records, subject to continuing confidentiality obligations. If the Client does not request return of original documents within ninety (90) days following the conclusion of the engagement, the Firm may, in its discretion, dispose of such materials in accordance with its standard retention policies.

Work product created by the Firm in connection with this engagement — including internal memoranda, research files, draft pleadings, and similar materials — will be retained by the Firm for a period consistent with the Firm's retention schedule, which currently provides for retention of closed matter files for a period of seven (7) years from the date of the matter's closure. Upon expiration of the retention period, the Firm may destroy such materials without further notice to the Client, unless the Client has previously requested return or continued preservation of specific materials.

13. Termination

Either the Client or the Firm may terminate this engagement at any time upon written notice to the other party. The Firm recognizes that the Client has the absolute right to terminate the attorney-client relationship at any time, for any reason or no reason, by written notice to the Firm.

Upon termination of the engagement, the Client will be responsible for payment of all fees for professional services rendered and all expenses incurred or committed through the effective date of termination, in accordance with the billing and payment terms set forth in this letter.

In the event that termination occurs while active litigation or arbitration proceedings are pending, the Firm will take such steps as are reasonably necessary to protect the Client's interests during the transition, including cooperating with successor counsel, providing an orderly transfer of the engagement files, and seeking leave to withdraw from any pending court or arbitral proceedings, subject to the applicable rules and requirements of the relevant tribunal.

The Firm reserves the right to withdraw from the representation in accordance with applicable law and the New York Rules of Professional Conduct, including without limitation in circumstances where (i) the Client fails to pay invoices rendered by the Firm in a timely manner, after notice and a reasonable opportunity to cure; (ii) the Client fails to cooperate with the Firm in the conduct of the representation or fails to follow the Firm's reasonable professional advice on material matters; or (iii) continued representation would be impermissible under the applicable ethical rules, including rules relating to conflicts of interest, fraud, or other prohibited conduct. In the event the Firm determines that withdrawal is necessary, the Firm will provide the Client with reasonable advance notice and will take appropriate steps to minimize any adverse impact on the Client's interests.

14. No Guarantee of Outcome

The Firm will use its best professional efforts on behalf of the Quorum Entities in connection with this engagement. However, the Firm makes no representation, warranty, or guarantee regarding the outcome of the dispute with Pinnacle Atlantic, including the ultimate resolution of the claims asserted in the Demand Letter or any subsequent litigation or arbitration proceedings.

As noted in Section 1 above, the current total demand asserted by Pinnacle Atlantic is Ninety-One Million Dollars ($91,000,000.00), consisting of Seventy-Eight Million Four Hundred Thousand Dollars ($78,400,000.00) in disputed reinsurance recoverables and Twelve Million Six Hundred Thousand Dollars ($12,600,000.00) in asserted accrued interest. A detailed exposure analysis will be provided to the Client in subsequent privileged memoranda as the Firm's assessment of the merits of Pinnacle Atlantic's claims and the Quorum Entities' defenses and counterclaims progresses.

15. Governing Law

This engagement letter and all matters arising out of or relating to the Firm's representation of the Client in connection with this engagement, including any claims or disputes relating to the Firm's fees, the scope of the representation, or the Firm's professional obligations, 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.

16. Entire Agreement; Amendments

This letter constitutes the entire agreement between the Firm and the Client with respect to the terms and conditions of the engagement described herein. This letter supersedes all prior or contemporaneous oral or written communications, proposals, or representations with respect to the subject matter hereof.

Any amendments, modifications, or supplements to the terms of this engagement letter must be in writing and signed by an authorized representative of each of the Firm and the Client. No waiver of any provision of this letter shall be effective unless made in writing and signed by the party against whom enforcement of the waiver is sought.

17. Acceptance and Execution

We respectfully request that the Client confirm its agreement to the terms set forth in this engagement letter by having an authorized representative of Quorum Insurance Holdings Corp. countersign this letter in the space provided below and return an executed copy to the Firm. An executed copy may be returned by hand delivery, overnight courier, or electronic transmission (PDF via e-mail) to the undersigned.

This engagement shall be deemed effective as of the date first set forth above — March 2, 2026 — upon execution by both parties. The terms of this letter shall remain in effect for the duration of the engagement, unless amended in writing by the parties or terminated in accordance with Section 13 hereof.

We look forward to representing Quorum Insurance Holdings Corp. and Quorum Casualty & Surety Company in this important matter. Please do not hesitate to contact me directly if you have any questions regarding this letter or the engagement.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Douglas Carmichael Partner

Date: March 2, 2026

ACCEPTED AND AGREED

By executing below, the undersigned confirms that she is duly authorized to act on behalf of Quorum Insurance Holdings Corp. and to bind Quorum Insurance Holdings Corp. to the terms set forth in this engagement letter.

QUORUM INSURANCE HOLDINGS CORP.

By: ________

Rachel Sondergaard General Counsel

Date: March 2, 2026

Enclosure:

Conflicts Check Clearance Confirmation (for Client's records)

cc:

Martin Galbraith, Chief Executive Officer, Quorum Insurance Holdings Corp. Francesca Morano, Partner, Calderwood & Harkness LLP Jeffrey Park, Senior Associate, Calderwood & Harkness LLP Yuki Nakamura, Associate, Calderwood & Harkness LLP

Timekeeper	Position	Standard Rate	Discounted Rate (5% Off)
Douglas Carmichael	Partner	$1,737/hr	$1,650/hr
Francesca Morano	Partner	$1,632/hr	$1,550/hr
Jeffrey Park	Senior Associate (7th Year)	$1,105/hr	$1,050/hr
Yuki Nakamura	Associate (4th Year)	$868/hr	$825/hr

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED
CALDERWOOD & HARKNESS LLP Attorneys at Law One Liberty Plaza, 55th Floor New York, New York 10006
Telephone: (212) 409-8000 Facsimile: (212) 409-8001 www.calderwoodharkness.com
March 2, 2026
Rachel Sondergaard, Esq. General Counsel Quorum Insurance Holdings Corp. 200 Constitution Plaza, Suite 3400 Hartford, CT 06103
Re: Engagement of Calderwood & Harkness LLP — Pre-Suit Reinsurance Recoverable Dispute with Pinnacle Atlantic Reinsurance Ltd.; Treaty No. PA-QCS-2019-EXL-0044 Calderwood & Harkness Matter No. 1025-00005
Dear Ms. Sondergaard:
1. Purpose and Confirmation of Engagement
Calderwood & Harkness LLP ("the Firm" or "C&H") is pleased to confirm its engagement by Quorum Insurance Holdings Corp., a Delaware corporation ("QIH" or the "Client"), to represent QIH and its principal insurance subsidiary, Quorum Casualty & Surety Company, a New York-domiciled stock property and casualty insurer (NAIC No. 24891) ("QC&S" and, together with QIH, the "Quorum Entities"), in connection with the pre-suit demand received from Pinnacle Atlantic Reinsurance Ltd. ("Pinnacle Atlantic"), a Bermuda Class 4 insurer (BMA Registration No. BMA-4R-2008-0331), through its counsel, Hargrove, Fitch & Calloway LLP ("HFC").
This engagement arises from a pre-suit demand letter dated February 14, 2026, submitted by Nathaniel R. Calloway III of HFC on behalf of Pinnacle Atlantic (the "Demand Letter"). The Demand Letter disputes the sum of Seventy-Eight Million Four Hundred Thousand Dollars ($78,400,000.00) in reinsurance recoverables billed by QC&S under the aggregate excess-of-loss reinsurance treaty identified as Treaty No. PA-QCS-2019-EXL-0044, with an effective date of July 1, 2019 (the "Treaty"). In addition to the disputed recoverables, the Demand Letter asserts a claim for accrued interest in the amount of Twelve Million Six Hundred Thousand Dollars ($12,600,000.00), resulting in a total demand of Ninety-One Million Dollars ($91,000,000.00).
The Firm understands that the engagement of C&H in connection with this matter was authorized by the Audit Committee of the QIH Board of Directors at its meeting held on February 24, 2026, following a presentation by the Office of the General Counsel regarding the Demand Letter and its potential financial and regulatory implications. This engagement letter memorializes the terms under which the Firm will provide legal services in connection with the above-referenced dispute.
2. Scope of Representation
The Firm's representation of the Quorum Entities will encompass the following matters, subject to adjustment as the engagement progresses and as mutually agreed by the Firm and the Client:
(a) Assessment of Pinnacle Atlantic's Asserted Grounds for Dispute. The Firm will conduct a thorough assessment of the merits and potential exposure arising from each of the four grounds asserted by Pinnacle Atlantic in the Demand Letter, specifically:
(i) Late Notice Claim (Treaty Article 7). Pinnacle Atlantic alleges that QC&S failed to provide timely notice of loss under Article 7 of the Treaty with respect to the Meridian Docks mass tort claim cluster, which comprises thirty-one (31) related commercial general liability claims asserted against Meridian Docks Development LLC and tendered under QC&S Policy No. CGL-2020-09844. The Firm will analyze the Treaty's notice provisions, the factual record regarding timing and form of notice, applicable case law regarding late notice defenses in the reinsurance context, and the availability of any prejudice-based defenses under New York law or the Treaty terms.
(ii) IBNR Reserve Misallocation (Treaty Article 5). Pinnacle Atlantic contends that QC&S improperly allocated Twenty-Two Million Three Hundred Thousand Dollars ($22,300,000.00) in incurred but not reported ("IBNR") reserve development to the Treaty in a manner inconsistent with the reserve reporting and allocation methodology specified in Article 5 of the Treaty. The Firm will review the relevant actuarial analyses, reserve committee minutes, and reporting submissions in order to assess the validity of this contention and develop an appropriate factual and legal response.
(iii) Follow-the-Fortunes / Settlement Practices Claim (Treaty Article 11). Pinnacle Atlantic alleges that QC&S violated the follow-the-fortunes doctrine and engaged in improper settlement practices in connection with the Veridian Financial Services E&O claim cluster, arising under QC&S Professional Liability Policy No. PL-2021-15327, which was resolved by settlement in the aggregate amount of Thirty-Four Million Five Hundred Thousand Dollars ($34,500,000.00). The Firm will analyze the Treaty's follow-the-fortunes and follow-the-settlements provisions, the claims handling and settlement record, and the applicable legal standards governing reinsurer obligations following cedent settlements.
(iv) Premium Reporting and Underpayment Claim (Treaty Article 3). Pinnacle Atlantic alleges that QC&S inaccurately reported subject premium under the Treaty and underpaid treaty premium in violation of Article 3. The Firm will review premium bordereau submissions, audited financials, and the Treaty's premium computation provisions in order to assess the merits of this allegation and quantify any potential exposure.
(b) Defense and Counter-Recovery Strategy. The Firm will develop a comprehensive defense strategy on behalf of the Quorum Entities, including identification and analysis of affirmative defenses and potential counterclaims against Pinnacle Atlantic, including but not limited to claims for breach of the duty to pay confirmed recoverables, breach of the Treaty's payment provisions, and recovery of attorneys' fees and costs where permitted.
(c) Forum and Procedural Analysis. The Firm will analyze the applicability and enforceability of the Treaty's arbitration clause set forth in Article 22, which provides for arbitration under the ARIAS-U.S. Rules before a three-member panel seated in New York, New York. The Firm will advise the Quorum Entities regarding forum strategy, including the relative advantages and risks of proceeding in arbitration versus litigation in the Supreme Court of the State of New York, New York County, Commercial Division, and will assist the Client in making an informed forum selection.
(d) Pre-Suit Correspondence, Negotiation, and Mediation. The Firm will draft and deliver a substantive response to the Demand Letter on behalf of the Quorum Entities and will represent the Quorum Entities in any pre-suit correspondence, settlement discussions, negotiations, or mediation proceedings with Pinnacle Atlantic and HFC, with the objective of achieving a resolution favorable to the Client where possible.
(e) Litigation or Arbitration Proceedings. Should pre-suit efforts fail to resolve the dispute, the Firm will prepare for and conduct formal proceedings on behalf of the Quorum Entities, whether in the Supreme Court of the State of New York, New York County, Commercial Division, or in arbitration proceedings before an ARIAS-U.S. panel, as circumstances require. This will include preparation of all necessary pleadings, motions, discovery requests and responses, depositions, expert reports, pre-hearing or pre-trial submissions, and representation at hearing or trial.
(f) Coordination with Other Advisors. The Firm will coordinate, as necessary and as directed by the Client, with the Quorum Entities' other professional advisors, including:
•  Harmon & Whitfield LLP, Hartford, Connecticut (insurance regulatory counsel);
•  Velthorn Actuarial Advisors LLC, Boston, Massachusetts (consulting actuaries);
•  Meridian Whitcomb & Co. LLP, New York, New York (independent auditors); and
•  Broadreach Intermediaries Inc., New York, New York (reinsurance intermediary broker).
(g) Regulatory and Disclosure Obligations. The Firm will analyze and advise the Quorum Entities regarding regulatory and contractual disclosure obligations that may arise from the dispute or its resolution, including reporting obligations under Accounting Standards Codification Topic 450 (ASC 450) relating to contingencies, notification requirements of the New York Department of Financial Services ("NYDFS") applicable to QC&S, and any reporting or notification obligations under the terms of QIH's Seven Hundred Fifty Million Dollar ($750,000,000.00) senior secured revolving credit facility with Cartwright National Bank, N.A. (maturing June 2028), including any potential triggers under the credit agreement's litigation disclosure or material adverse change covenants.
The scope of this engagement is limited to the matters described in this Section 2. The Firm's representation does not extend to unrelated matters, separate regulatory proceedings, or any other disputes involving the Quorum Entities unless separately agreed in a written engagement letter or amendment to this letter executed by both the Firm and the Client.
3. Client Identification
The Firm's clients in this engagement are limited to the following entities:
Quorum Insurance Holdings Corp. — A Delaware corporation; Nasdaq trading symbol: QIHC; Employer Identification Number: 82-4031567; headquarters located at 200 Constitution Plaza, Suite 3400, Hartford, CT 06103; Delaware registered agent: Capitol Registered Agents, Inc., 850 New Burton Road, Suite 201, Dover, DE 19904.
Quorum Casualty & Surety Company — A New York-domiciled stock property and casualty insurer; NAIC No. 24891; Employer Identification Number: 13-6294810; principal office located at 200 Constitution Plaza, Suite 3200, Hartford, CT 06103.
The Firm does not, by virtue of this engagement, represent any other affiliate, subsidiary, parent entity, officer, director, or employee of the Quorum Entities. Any representation of such persons or entities would require a separate written engagement agreement. This engagement is undertaken on behalf of the corporate entities identified above, and not on behalf of any individual in his or her personal capacity.
4. Engagement Team
The following attorneys will constitute the principal engagement team assigned to this matter:
Douglas Carmichael — Responsible Partner, Litigation (General). Mr. Carmichael will serve as the primary relationship partner and will have overall supervisory responsibility for the engagement. Mr. Carmichael has over twenty-five years of experience in complex insurance and reinsurance disputes and has served as lead counsel in numerous proceedings before ARIAS-U.S. panels and in the New York Commercial Division. Mr. Carmichael will also serve as the Client's primary point of contact at the Firm.
Francesca Morano — Billing Partner, Litigation (General). Ms. Morano will be responsible for billing, budgeting, and the financial administration of the engagement. Ms. Morano will oversee the preparation and issuance of monthly invoices and will serve as the primary contact for billing inquiries.
Jeffrey Park — Lead Associate (Senior Associate, seventh year), Litigation (General). Mr. Park will be responsible for the primary day-to-day management of the legal analysis, including motion practice, discovery oversight, and preparation of written work product. Mr. Park has extensive experience in insurance coverage and reinsurance arbitration matters.
Yuki Nakamura — Working Associate (fourth year), Litigation (General). Ms. Nakamura will support the engagement team through legal research, memorandum drafting, document review, and preparation of supporting materials for motion practice and hearing or trial preparation.
The Firm may, from time to time, involve additional attorneys, paralegals, litigation support professionals, or other professional support staff as reasonably necessary to provide effective and efficient legal services in connection with this engagement. The Client will be notified of any material changes to the composition of the principal engagement team. All timekeepers assigned to the matter will be subject to the billing rates and discount described in Section 6 below.
5. Client Contacts
The following individuals have been designated by the Client as the primary contacts for purposes of this engagement:
Rachel Sondergaard, Esq. — General Counsel, Quorum Insurance Holdings Corp. Ms. Sondergaard will serve as the primary client contact and authorized representative for all communications, instructions, settlement authority discussions, and approvals related to this engagement.
Tobias Engström — Senior Vice President, Reinsurance & Capital Markets, Quorum Insurance Holdings Corp. Mr. Engström will serve as the primary subject matter contact for inquiries relating to the Treaty, reinsurance program structure, premium computations, intermediary communications, and capital markets implications of the dispute.
Diana Kessler-Hoff — Vice President, Claims & Reinsurance Recoveries, Quorum Casualty & Surety Company. Ms. Kessler-Hoff will serve as the primary subject matter contact for inquiries relating to the underlying claims files, notice chronology, claims handling practices, settlement processes, and recoverable billing records.
The Firm understands that Martin Galbraith, Chief Executive Officer of QIH, and the QIH Board Audit Committee will receive periodic briefings on the status and progress of the engagement, as directed by the General Counsel. The Firm will prepare materials for and participate in such briefings as requested.
6. Fees and Billing Rates
The Firm will bill for legal services rendered in connection with this engagement on an hourly basis. In recognition of the long-standing professional relationship between the Firm and QIH, the Firm has applied a five percent (5%) discount to its standard hourly rates for all principal timekeepers assigned to this matter.
The discounted hourly billing rates applicable to the principal engagement team members for calendar year 2026 are as follows:
Hourly rates for any other attorneys, paralegals, or professional staff who may work on the matter from time to time will be at their then-current standard rates, less the five percent (5%) client discount described herein.
Billing rates are subject to annual adjustment, effective as of January 1 of each calendar year, consistent with the Firm's standard rate-setting practices. The Client will be notified in writing in advance of any rate adjustments. Any annual rate increase applied to this engagement will not exceed the Firm's firm-wide average rate increase for the applicable year.
Time expended by all timekeepers will be recorded in increments of one-tenth (0.1) of an hour, in accordance with the Firm's standard timekeeping practices.
7. Budget Estimates
The Firm has prepared the following budget estimates in good faith, based on currently available information regarding the nature and scope of the dispute:
Phase 1 — Strategy Assessment and Pre-Litigation
Estimated Budget: $450,000 to $625,000
Scope: This phase will encompass the initial case assessment, detailed treaty interpretation analysis, preparation of internal defense memoranda addressing each of the four grounds asserted by Pinnacle Atlantic, forum and procedural analysis (arbitration versus litigation), preparation and delivery of the pre-suit response to HFC and Pinnacle Atlantic, analysis of settlement authority parameters, coordination with the Client's other professional advisors, and preparation of a privileged briefing presentation for the QIH Board Audit Committee.
Estimated Timeline: March 2026 through April 2026.
Total Estimated Budget — Through Trial or Hearing (If Necessary)
Estimated Range: $3,200,000 to $4,800,000
Scope: This total estimate encompasses all anticipated phases of the engagement, including the strategy assessment and pre-litigation phase described above, as well as subsequent phases covering pre-litigation and arbitration or litigation initiation, fact and expert discovery, deposition proceedings, expert report preparation and rebuttal, hearing or trial preparation (including preparation of pre-hearing or pre-trial briefs, witness outlines, and demonstrative exhibits), and the hearing or trial itself.
The foregoing budget estimates are provided in good faith based on currently available information and the Firm's experience with disputes of a comparable nature and complexity. Actual fees and expenses may vary depending on a number of factors, including the scope and complexity of the issues as they develop, the volume of documents and data requiring review, the number of depositions taken and defended, the actions and litigation strategy pursued by opposing counsel, the decisions of the arbitral panel or court, and unforeseen developments. The Firm will provide updated budget estimates to the Client as the matter progresses and as material developments warrant.
The Firm will notify the Client promptly if fees incurred or expected to be incurred in any phase of the engagement are expected to materially exceed the estimated range set forth herein, so that the Client may make informed decisions regarding the scope and direction of the representation.
8. Expenses and Disbursements
In addition to professional fees for legal services, the Client will be responsible for reimbursement of reasonable out-of-pocket expenses and disbursements incurred by the Firm in connection with the engagement. The Firm endeavors to manage expenses prudently and cost-effectively.
Categories of reimbursable expenses include, but are not limited to, the following:
•  Court filing fees and service of process costs;
•  Arbitration filing fees, administrative fees, and arbitrator compensation (including ARIAS-U.S. fees and any panel-related costs);
•  Process server fees;
•  Expert witness fees and related costs, including fees for independent actuarial experts, reinsurance industry practices experts, and any other consultants or testifying experts retained in connection with the matter;
•  Deposition transcript costs, including charges for court reporters, videographers, and real-time transcription services;
•  Travel expenses reasonably incurred in connection with the engagement, including airfare, ground transportation, lodging, and meals, in accordance with the Firm's standard travel reimbursement policies;
•  Electronic discovery vendor fees, including costs for data collection, processing, hosting, review platform licensing, and production;
•  Document reproduction costs, including photocopying, scanning, and printing;
•  Courier and overnight delivery charges;
•  Computerized legal research charges (e.g., Westmark Data Systems, Calderon Systems, Cascade Services Inc.); and
•  Long-distance telephone and videoconference charges, to the extent separately billed.
Any single expense item or vendor charge exceeding Ten Thousand Dollars ($10,000.00) will require prior written approval from the Client, unless the expenditure is time-sensitive and delay would reasonably be expected to prejudice the Client's interests in the matter, in which case the Firm will notify the Client as promptly as practicable thereafter.
Expert witness fees — for example, fees for an independent actuarial expert or a reinsurance industry practices expert — will be billed directly to the Client by the expert, or passed through at cost by the Firm, as mutually agreed by the parties. The Firm will consult with the Client regarding the selection, retention, and anticipated costs of any expert witness prior to formal engagement.
9. Billing and Payment Terms
The Firm will render monthly invoices for professional fees incurred and expenses advanced during the preceding calendar month. Invoices will include reasonable detail regarding the nature of the services performed and the expenses incurred, consistent with the Firm's standard billing practices and any billing guidelines provided by the Client.
Invoices are due and payable within thirty (30) days of the invoice date (net-30 terms). Payment may be made by wire transfer, ACH, or check. Wire transfer instructions are available upon request from the Firm's Finance Department.
Invoices will be directed to:
Rachel Sondergaard, Esq. General Counsel Quorum Insurance Holdings Corp. 200 Constitution Plaza, Suite 3400 Hartford, CT 06103
Alternatively, invoices may be submitted electronically to such other address, e-mail address, or electronic billing system as the Client may designate in writing from time to time.
The Client agrees to notify the Firm promptly of any charges on an invoice that the Client disputes in good faith. Any undisputed portions of an invoice shall remain due and payable within the net-30 payment period, notwithstanding any dispute regarding other line items on the same invoice. The parties will work cooperatively and in good faith to resolve any billing disputes in a timely manner.
A late payment charge of one percent (1.0%) per month (twelve percent (12.0%) per annum) may be applied to any balances that remain outstanding beyond sixty (60) days from the invoice date. The Firm reserves the right to waive or reduce such charges in its discretion.
10. Conflicts of Interest
The Firm has conducted a conflicts check in accordance with its standard procedures and the New York Rules of Professional Conduct (22 NYCRR Part 1200) with respect to the parties and entities identified in connection with this engagement.
Based on its conflicts review, the Firm has confirmed that it does not currently represent, and has not within the past twenty-four months represented, any of the following entities in any matter adverse to the Quorum Entities: Pinnacle Atlantic Reinsurance Ltd.; Pinnacle Atlantic Group Holdings Ltd. (the parent holding company of Pinnacle Atlantic); Hargrove, Fitch & Calloway LLP; Broadreach Intermediaries Inc.; Meridian Docks Development LLC; or Veridian Financial Services Inc.
The Firm notes, in the interest of full transparency, that C&H performed prior unrelated transactional work for Pinnacle Atlantic Capital Solutions Ltd., a subsidiary of Pinnacle Atlantic Group Holdings Ltd., in connection with a capital markets transaction that concluded in 2023. That engagement has been reviewed and cleared by the Firm's General Counsel and Conflicts Committee as presenting no disqualifying conflict under the applicable rules, including Rule 1.7, Rule 1.9, and Rule 1.10 of the New York Rules of Professional Conduct. The prior engagement did not involve any of the issues, claims, parties, or Treaty provisions at issue in the current dispute, and no confidential information obtained in that engagement is relevant to or will be used in connection with the current representation.
If any potential conflict of interest arises during the course of this representation, whether through the Firm's acceptance of new client matters or through developments in this engagement, the Firm will promptly notify the Client and take appropriate steps to address the conflict, including obtaining informed written consent from all affected parties where permissible under the applicable rules, or withdrawing from the conflicting engagement as required.
11. Confidentiality and Privilege
All communications between the Firm and the Quorum Entities in connection with this engagement are intended to be protected by the attorney-client privilege and, to the extent applicable, the work product doctrine. The Firm will take all reasonable steps to maintain and protect the privileged and confidential nature of such communications.
The Firm will maintain the confidentiality of all information received from the Client in connection with this engagement, in accordance with Rule 1.6 of the New York Rules of Professional Conduct and all other applicable laws and professional standards. The Firm will not disclose confidential client information to any third party without the Client's prior authorization, except as required by law or as reasonably necessary to carry out the representation (for example, in connection with coordinated communications with the Client's other designated advisors, as described in Section 2(f) above).
The Client agrees to take reasonable steps to preserve the privileged nature of communications with the Firm, including limiting the distribution of Firm correspondence, legal memoranda, and other privileged materials to those individuals within the Quorum Entities and their authorized advisors who have a legitimate need to know in connection with the subject matter of this engagement. To the extent that communications with the Firm are shared with non-lawyer business personnel, the Client should endeavor to ensure that such communications are clearly marked as privileged and confidential and that distribution is limited to those whose involvement is reasonably necessary for the purpose of obtaining or facilitating legal advice.
The Firm will issue a separate litigation hold notice to the Quorum Entities, which will provide detailed guidance regarding the preservation of documents and electronically stored information relevant to the dispute. The Client's compliance with the litigation hold is essential to the effective conduct of this engagement and to the Quorum Entities' obligations under applicable law.
12. Document Retention
The Firm will maintain engagement files — including correspondence, memoranda, pleadings, research materials, notes, and other documents generated or received in connection with this engagement — in accordance with the Firm's document retention policies. Files may be maintained in paper or electronic format, or both, at the Firm's discretion.
Upon conclusion of the engagement, original documents provided by the Client will be returned to the Client upon written request. The Firm may retain copies of such documents for its own records, subject to continuing confidentiality obligations. If the Client does not request return of original documents within ninety (90) days following the conclusion of the engagement, the Firm may, in its discretion, dispose of such materials in accordance with its standard retention policies.
Work product created by the Firm in connection with this engagement — including internal memoranda, research files, draft pleadings, and similar materials — will be retained by the Firm for a period consistent with the Firm's retention schedule, which currently provides for retention of closed matter files for a period of seven (7) years from the date of the matter's closure. Upon expiration of the retention period, the Firm may destroy such materials without further notice to the Client, unless the Client has previously requested return or continued preservation of specific materials.
13. Termination
Either the Client or the Firm may terminate this engagement at any time upon written notice to the other party. The Firm recognizes that the Client has the absolute right to terminate the attorney-client relationship at any time, for any reason or no reason, by written notice to the Firm.
Upon termination of the engagement, the Client will be responsible for payment of all fees for professional services rendered and all expenses incurred or committed through the effective date of termination, in accordance with the billing and payment terms set forth in this letter.
In the event that termination occurs while active litigation or arbitration proceedings are pending, the Firm will take such steps as are reasonably necessary to protect the Client's interests during the transition, including cooperating with successor counsel, providing an orderly transfer of the engagement files, and seeking leave to withdraw from any pending court or arbitral proceedings, subject to the applicable rules and requirements of the relevant tribunal.
The Firm reserves the right to withdraw from the representation in accordance with applicable law and the New York Rules of Professional Conduct, including without limitation in circumstances where (i) the Client fails to pay invoices rendered by the Firm in a timely manner, after notice and a reasonable opportunity to cure; (ii) the Client fails to cooperate with the Firm in the conduct of the representation or fails to follow the Firm's reasonable professional advice on material matters; or (iii) continued representation would be impermissible under the applicable ethical rules, including rules relating to conflicts of interest, fraud, or other prohibited conduct. In the event the Firm determines that withdrawal is necessary, the Firm will provide the Client with reasonable advance notice and will take appropriate steps to minimize any adverse impact on the Client's interests.
14. No Guarantee of Outcome
The Firm will use its best professional efforts on behalf of the Quorum Entities in connection with this engagement. However, the Firm makes no representation, warranty, or guarantee regarding the outcome of the dispute with Pinnacle Atlantic, including the ultimate resolution of the claims asserted in the Demand Letter or any subsequent litigation or arbitration proceedings.
As noted in Section 1 above, the current total demand asserted by Pinnacle Atlantic is Ninety-One Million Dollars ($91,000,000.00), consisting of Seventy-Eight Million Four Hundred Thousand Dollars ($78,400,000.00) in disputed reinsurance recoverables and Twelve Million Six Hundred Thousand Dollars ($12,600,000.00) in asserted accrued interest. A detailed exposure analysis will be provided to the Client in subsequent privileged memoranda as the Firm's assessment of the merits of Pinnacle Atlantic's claims and the Quorum Entities' defenses and counterclaims progresses.
15. Governing Law
This engagement letter and all matters arising out of or relating to the Firm's representation of the Client in connection with this engagement, including any claims or disputes relating to the Firm's fees, the scope of the representation, or the Firm's professional obligations, 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.
16. Entire Agreement; Amendments
This letter constitutes the entire agreement between the Firm and the Client with respect to the terms and conditions of the engagement described herein. This letter supersedes all prior or contemporaneous oral or written communications, proposals, or representations with respect to the subject matter hereof.
Any amendments, modifications, or supplements to the terms of this engagement letter must be in writing and signed by an authorized representative of each of the Firm and the Client. No waiver of any provision of this letter shall be effective unless made in writing and signed by the party against whom enforcement of the waiver is sought.
17. Acceptance and Execution
We respectfully request that the Client confirm its agreement to the terms set forth in this engagement letter by having an authorized representative of Quorum Insurance Holdings Corp. countersign this letter in the space provided below and return an executed copy to the Firm. An executed copy may be returned by hand delivery, overnight courier, or electronic transmission (PDF via e-mail) to the undersigned.
This engagement shall be deemed effective as of the date first set forth above — March 2, 2026 — upon execution by both parties. The terms of this letter shall remain in effect for the duration of the engagement, unless amended in writing by the parties or terminated in accordance with Section 13 hereof.
We look forward to representing Quorum Insurance Holdings Corp. and Quorum Casualty & Surety Company in this important matter. Please do not hesitate to contact me directly if you have any questions regarding this letter or the engagement.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Douglas Carmichael Partner
Date: March 2, 2026
ACCEPTED AND AGREED
By executing below, the undersigned confirms that she is duly authorized to act on behalf of Quorum Insurance Holdings Corp. and to bind Quorum Insurance Holdings Corp. to the terms set forth in this engagement letter.
QUORUM INSURANCE HOLDINGS CORP.
By: ________
Rachel Sondergaard General Counsel
Date: March 2, 2026
Enclosure:
Conflicts Check Clearance Confirmation (for Client's records)
cc:
Martin Galbraith, Chief Executive Officer, Quorum Insurance Holdings Corp. Francesca Morano, Partner, Calderwood & Harkness LLP Jeffrey Park, Senior Associate, Calderwood & Harkness LLP Yuki Nakamura, Associate, Calderwood & Harkness LLP
Timekeeper | Position | Standard Rate | Discounted Rate (5% Off)
Douglas Carmichael | Partner | $1,737/hr | $1,650/hr
Francesca Morano | Partner | $1,632/hr | $1,550/hr
Jeffrey Park | Senior Associate (7th Year) | $1,105/hr | $1,050/hr
Yuki Nakamura | Associate (4th Year) | $868/hr | $825/hr

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED

CALDERWOOD & HARKNESS LLP

ACCEPTED AND AGREED

QUORUM INSURANCE HOLDINGS CORP.

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