1025-00007 · Quorum Insurance Holdings · Engagement & Administration

engagement-letter-sc-to-qih.docx DOCUMENT M&A / Corporate

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CALDERWOOD & HARKNESS LLP 601 Lexington Avenue New York, NY 10022 Tel: (212) 309-8000

June 28, 2022

BY ELECTRONIC MAIL AND FIRST CLASS MAIL

Nolan Whitford, Esq. General Counsel Quorum Insurance Holdings Corp. 400 Atlantic Street, Suite 2200 Stamford, CT 06901

Re: Engagement of Calderwood & Harkness LLP as Issuer's Counsel — $500,000,000 Asset-Backed Securities Issuance by Quorum Receivables Funding 2022-1 LLC

Calderwood & Harkness Matter No. 1025-00007

Dear Nolan:

1. Introduction and Purpose

Calderwood & Harkness LLP ("we," "us," or the "Firm") is pleased to confirm the terms of our engagement by Quorum Insurance Holdings Corp., a Delaware corporation ("QIH" or the "Client"), to serve as issuer's counsel in connection with a proposed asset-backed securities transaction described more fully below.

This engagement relates to the proposed issuance of up to $500,000,000 in aggregate principal amount of asset-backed notes (the "Notes") by Quorum Receivables Funding 2022-1 LLC, a Delaware limited liability company to be formed as a bankruptcy-remote special purpose entity (the "Issuer" or "QRF 2022-1"). The Notes will be backed by a revolving pool of insurance premium finance receivables originated by Quorum Premium Finance LLC, a Delaware limited liability company and wholly owned subsidiary of QIH ("QPF"). The Notes are expected to be offered in a private placement pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and Regulation S thereunder (the "Offering").

This engagement shall be effective as of the date of this letter. The purpose of this letter is to set forth our mutual understanding of the scope of the engagement, the fees and expenses associated therewith, and certain other terms and conditions governing our attorney-client relationship. We appreciate the confidence that QIH has placed in the Firm, and we look forward to working with you and your team on this important transaction.

2. Scope of Engagement

2.1 Transaction Description

The Offering contemplates the structuring, documenting, and execution of the issuance of three tranches of rated notes, together with a retained overcollateralization interest, as follows:

The Notes will be secured by a revolving pool of insurance premium finance receivables originated by QPF in the ordinary course of its business. The initial pool balance as of the applicable cut-off date is expected to be in excess of $600,000,000, providing initial overcollateralization in addition to the structural credit enhancement reflected in the capital structure set forth above. The receivables will be transferred from QPF through an intermediate depositor entity, Quorum Receivables Holding LLC ("QRH"), to the Issuer, with each transfer intended to constitute a true sale for bankruptcy and accounting purposes.

The transaction is expected to feature a revolving period of twenty-four (24) months following the closing date, during which collections on the receivables pool will be used to acquire additional eligible receivables, followed by an amortization period of twelve (12) months, during which collections will be applied to the sequential repayment of the Notes. The legal final maturity of the Notes is anticipated to be forty-two (42) months from the closing date.

Preliminary ratings for the Notes are expected to be sought from Brindoval Ratings Inc. ("Brindoval") and Pinnacle Rating Services LLC ("Pinnacle"). The engagement of such rating agencies will be coordinated with the Firm, but the commercial terms of such engagements remain matters for QIH and the rating agencies to determine independently.

2.2 Scope of Legal Services

Our representation of QIH in connection with the Offering will include, but not be limited to, the following:

(a) Structuring. Advising on the legal structure of the securitization, including the formation and governance of the Issuer (QRF 2022-1) and the intermediate depositor entity (QRH), as well as all aspects of the bankruptcy remoteness framework, including separateness covenants, asset transfer structures, limited purpose and limited liability provisions, restrictions on additional indebtedness, independent manager arrangements, and related structural features necessary to achieve the desired ratings and legal outcomes. We will work closely with the rating agencies and their respective counsel to ensure that the legal structure of the transaction satisfies applicable criteria for rated securitization transactions.

(b) Transaction Documents. Drafting, negotiating, and finalizing the principal transaction documents, including the following:

(i) an Indenture (including all exhibits, schedules, and supplements thereto) between the Issuer and the indenture trustee to be designated by the parties (currently expected to be Calvoneth Trust Company, N.A.);

(ii) a Receivables Sale Agreement between QPF, as originator and seller, and QRH, as purchaser, governing the initial and ongoing sale of receivables from QPF to QRH;

(iii) a Receivables Transfer Agreement between QRH, as transferor, and QRF 2022-1, as transferee, governing the transfer of receivables from QRH to the Issuer;

(iv) a Servicing Agreement between QRF 2022-1, as issuer, QPF, as servicer, and the indenture trustee, governing the servicing, collection, and administration of the receivables;

(v) a Back-Up Servicing Agreement between QRF 2022-1, as issuer, the back-up servicer to be designated (currently expected to be Fortbridge Corporate Services LLC), and the indenture trustee;

(vi) a Note Purchase Agreement among the Issuer, QIH, Ridgeline Capital Markets LLC ("Ridgeline"), as initial purchaser/placement agent, and such other parties as may be appropriate;

(vii) an Administration Agreement between QRF 2022-1 and QIH (or a designated affiliate), governing the day-to-day administration of the Issuer;

(viii) a Liquidity Facility Agreement between QRF 2022-1 and the liquidity facility provider to be identified (currently expected to be Northvane Bank, N.A.);

(ix) an Account Control Agreement among QRF 2022-1, the indenture trustee, and the securities intermediary and/or depositary bank, governing the establishment and control of transaction accounts;

(x) a Custodian Agreement between QRF 2022-1, the indenture trustee, and the custodian to be designated, governing the custody and safekeeping of receivables files;

(xi) a Grant of Security Interest / Pledge Agreement by the Issuer in favor of the indenture trustee, for the benefit of the noteholders, granting a security interest in the collateral securing the Notes;

(xii) a Performance Guaranty by QIH guaranteeing certain obligations of QPF under the Servicing Agreement and/or QPF's ongoing performance as originator; and

(xiii) such ancillary documents, instruments, certificates, and agreements as may be necessary or appropriate in connection with the foregoing.

(c) SPV Formation and Corporate. Preparing all organizational documents necessary for the formation and governance of QRF 2022-1 and QRH, including certificates of formation for filing with the Delaware Secretary of State, limited liability company agreements (including provisions regarding bankruptcy remoteness, separateness covenants, independent managers, and restrictions on voluntary and involuntary dissolution), independent manager agreements, board/manager resolutions and written consents, secretary's or manager's certificates, incumbency certificates, good standing certificates, and related organizational and governance documents.

(d) Offering Memorandum. Drafting and negotiating the Preliminary Offering Memorandum (and any supplements or amendments thereto) to be used in connection with the Rule 144A / Regulation S offering of the Notes. The Offering Memorandum will include a description of the receivables pool, the originator and servicer, the transaction structure, risk factors, tax considerations, legal investment considerations, and other customary disclosure for rated asset-backed securities offerings. We will coordinate with Ridgeline and its counsel, Calloway & Brandt LLP, on matters relating to placement agent disclosure and legends.

(e) Legal Opinions. Preparing and delivering customary legal opinions required in connection with the closing of the Offering, including the following:

(i) true sale opinions with respect to each level of the transfer chain (i.e., the transfer from QPF to QRH and the transfer from QRH to QRF 2022-1);

(ii) enforceability opinions with respect to the principal transaction documents to which the Issuer, QIH, QPF, and QRH are parties;

(iii) security interest creation and perfection opinions under Article 9 of the Uniform Commercial Code with respect to the grant of a security interest in the receivables and related collateral in favor of the indenture trustee;

(iv) non-consolidation opinions addressing the substantive consolidation risk of QRF 2022-1 and QRH with QIH, QPF, and each other;

(v) corporate/LLC formation, due organization, good standing, and authorization opinions for QRF 2022-1, QRH, QPF, and QIH, as applicable;

(vi) no-registration-required opinions with respect to the offer and sale of the Notes pursuant to Rule 144A and Regulation S; and

(vii) such other opinions as may be customary or required by the rating agencies, the indenture trustee, or the initial purchaser.

(f) Tax Opinions and Analysis. Preparing tax characterization opinions addressing the treatment of the Notes as indebtedness for U.S. federal income tax purposes and the treatment of QRF 2022-1 as a disregarded entity (or, if applicable, a qualifying special purpose entity) for U.S. federal income tax purposes. In addition, we will prepare related tax memoranda addressing the Foreign Account Tax Compliance Act ("FATCA") compliance obligations of the Issuer and withholding agent duties, state tax nexus analysis for the Issuer and the receivables pool, and review and comment on all tax-related disclosure in the Offering Memorandum. Ms. Hartwell and her team in the Firm's tax group will be primarily responsible for this workstream.

(g) UCC Filings. Preparing UCC-1 financing statements for filing with the Delaware Secretary of State at each level of the transfer chain, including: (i) a UCC-1 filing to perfect the sale of receivables from QPF to QRH; (ii) a UCC-1 filing to perfect the transfer of receivables from QRH to QRF 2022-1; and (iii) a UCC-1 filing to perfect the security interest granted by QRF 2022-1 to the indenture trustee in the receivables and related collateral. We will also prepare any necessary UCC-3 amendments or continuations as may be required prior to closing, and we will advise on perfection requirements in any jurisdictions beyond Delaware that may be applicable.

(h) Regulatory Analysis. Advising on regulatory considerations applicable to the Offering and the ongoing operation of the securitization program, including: (i) the applicability of, and available exemptions from, Regulation AB II (Subpart 229.1100 et seq. of Regulation S-K) and any applicable reporting requirements; (ii) Volcker Rule (Section 619 of the Dodd-Frank Act) considerations, including analysis of whether the Issuer constitutes a "covered fund" and the applicability of available exemptions, including the loan securitization exemption; (iii) Dodd-Frank risk retention compliance under Section 941 (15 U.S.C. § 78o-11) and the implementing regulations (17 C.F.R. Part 246), including analysis of available risk retention options (horizontal, vertical, or L-shaped) and the eligible horizontal residual interest requirements; and (iv) state premium finance licensing requirements applicable to QPF in connection with its origination of the receivables, to the extent relevant to the securitization structure.

(i) Rating Agency Engagement. Assisting with the preparation of rating agency presentations, including structural term sheets, collateral performance data summaries, and legal structure diagrams. We will participate in meetings and calls with Brindoval and Pinnacle and their respective counsel, respond to rating agency criteria and structural requirements, and coordinate with the rating agencies on the delivery of legal opinions and structural features necessary to achieve the target ratings.

(j) Diligence. Conducting legal diligence on the receivables pool (including a review of origination documentation, eligibility criteria, and representations and warranties), insurance carrier counterparties (including the financial strength and claims-paying ability of applicable carriers as relevant to the enforceability of the receivables), and servicer operations (including a review of QPF's servicing platform, collection procedures, and disaster recovery/business continuity arrangements). We will prepare a legal diligence memorandum summarizing our findings for the benefit of QIH and, to the extent appropriate, for use in rating agency presentations.

(k) Investor Communications. Assisting with the preparation of investor presentation materials, roadshow scripts, and investor Q&A response documents from a legal perspective. This will include reviewing and commenting on any investor-facing materials prepared by Ridgeline or QIH to ensure legal accuracy and consistency with the Offering Memorandum and the transaction documents.

(l) Closing. Preparing and coordinating all closing deliverables, including closing checklists, conditions precedent trackers, pre-closing and closing certificates, officer's certificates, bring-down good standing certificates, closing memoranda, and the assembly and distribution of closing binders (in physical and/or electronic form). We will coordinate with all counterparty counsel and transaction parties to ensure the timely and orderly consummation of the Offering.

2.3 Limitations on Scope

The scope of our engagement is limited to the matters expressly described in this letter. In particular, the following limitations apply:

We are engaged solely as issuer's counsel in connection with the Offering. We do not represent, and will not be providing legal advice to, the underwriter/placement agent, Ridgeline Capital Markets LLC, which is separately represented by Calloway & Brandt LLP. We do not represent the indenture trustee, Calvoneth Trust Company, N.A., which is separately represented by Ashfield & Greer LLP. We do not represent any other party to the transaction, including, without limitation, any back-up servicer, liquidity facility provider, custodian, securities intermediary, depositary bank, rating agency, accountant, or investor. Each such party is expected to retain its own counsel as it deems appropriate.

We are not engaged to provide advice with respect to business, financial, accounting, or investment decisions relating to the Offering. Nothing in our advice or work product should be construed as expressing a view on the merits or advisability of the transaction from a business or financial standpoint. We do not express any view on the adequacy of the economics of the transaction, the pricing of the Notes, or the sufficiency of the credit enhancement structure, except insofar as such matters implicate legal requirements or rating agency criteria within the scope of our engagement.

Our representation does not extend to any litigation, enforcement, regulatory investigation, or post-closing matters not described herein, unless separately agreed in writing. Should QIH desire our assistance with any such matter, we would be pleased to discuss the terms of a separate engagement at that time.

3. Client Identification

Our client in this engagement is Quorum Insurance Holdings Corp. While our work will benefit and be performed for the Issuer (QRF 2022-1), the depositor (QRH), and the originator/servicer (QPF), and while we may prepare documents on behalf of such entities and deliver opinions referencing such entities, our attorney-client relationship in this engagement is with QIH. QIH is the entity that has retained the Firm, to which we owe our duties of loyalty and confidentiality, and from which we will receive instructions regarding the conduct of this engagement. To the extent that any conflict arises between the interests of QIH and those of any other entity, including QRF 2022-1, QRH, or QPF, we will look to QIH for direction.

We understand that Nolan Whitford, General Counsel of QIH, will serve as the primary in-house legal contact for the Firm in connection with this engagement. Sandra Ling-Hwang, Treasurer of QIH and Manager of QPF, will serve as the primary treasury and operational contact. We may also receive direction from and communicate with other officers and employees of QIH and its affiliates as necessary, including Marcus Devereaux (Chief Executive Officer of QIH) and Priya Raghavan (Chief Financial Officer of QIH), as well as such other individuals as you may designate from time to time.

4. Staffing

4.1 Engagement Team

The following attorneys will be principally responsible for this engagement:

Douglas Carmichael, Partner — Responsible Partner. Mr. Carmichael will have overall responsibility for the engagement and will serve as the primary relationship partner. He will provide strategic guidance on structuring, oversee the preparation and delivery of legal opinions, participate in key negotiations, and serve as the principal point of contact for senior management of QIH. Mr. Carmichael has over twenty-five years of experience representing issuers, sponsors, and underwriters in structured finance and securitization transactions across a broad range of asset classes.

Francesca Morano, Partner — Billing Partner. Ms. Morano will oversee all billing, budgetary, and administrative matters relating to the engagement. She will be responsible for the timely preparation and delivery of invoices, the monitoring of fees and disbursements against the engagement budget, and the resolution of any billing inquiries. Ms. Morano also practices in the Firm's structured finance group and may provide substantive legal support on selected transaction matters as appropriate.

Yuki Nakamura, Associate — Lead Associate. Ms. Nakamura will serve as the day-to-day lead associate managing document production, regulatory analysis, and coordination with counterparty counsel and transaction parties. She will be responsible for managing the drafting timeline, coordinating comments and mark-ups across workstreams, and ensuring that all deliverables are progressing in accordance with the transaction schedule. Ms. Nakamura is a seventh-year associate in the Firm's structured finance and securitization practice.

Carlos Espinoza, Associate — Working Associate. Mr. Espinoza will handle UCC perfection analysis, diligence memoranda, risk retention compliance analysis, and selected regulatory workstreams. He will also assist with the preparation of closing deliverables and the assembly of closing binders. Mr. Espinoza is a fourth-year associate in the Firm's capital markets and structured finance practices.

Sylvia Hartwell, Partner (Tax) — Tax Specialist. Ms. Hartwell will be responsible for all tax-related opinions, memoranda, and disclosure review, including tax characterization opinions, true sale opinions (for tax purposes), FATCA compliance analysis, state tax nexus analysis, and review and comment on all tax-related disclosure in the Offering Memorandum. Ms. Hartwell is a partner in the Firm's tax group with extensive experience in the tax aspects of securitization and structured finance transactions.

4.2 Additional Resources

From time to time, additional associates, counsel, paralegals, or staff may be assigned to work on the engagement as dictated by workflow requirements, scheduling considerations, and the particular expertise needed for specific workstreams. We will endeavor to notify you of any material changes to the core staffing set forth above. The Firm's structured finance and securitization practice group, capital markets group, and tax group will provide institutional support as appropriate throughout the engagement.

5. Estimated Fees and Billing Arrangements

5.1 Fee Estimate

Based on our current understanding of the transaction and its complexity, including the structure, number of tranches, nature of the underlying collateral, revolving feature, number of transaction documents, and the legal opinion requirements, we estimate that our total legal fees for the engagement (from initial structuring through closing) will be approximately $2,800,000.

This estimate is provided for budgetary planning purposes and is subject to the following assumptions: (i) the transaction proceeds on the timeline and with the structure currently contemplated in our preliminary discussions and as described in Section 2.1 above; (ii) no material restructuring or re-documentation of the transaction is required after the initial round of drafting and negotiation; (iii) negotiations with counterparty counsel proceed in a commercially reasonable manner and without extraordinary delay; (iv) no material regulatory or rating agency issues arise that require substantial additional legal analysis, structural modifications, or supplemental opinions beyond those currently anticipated; and (v) the transaction closes within approximately five to six months of the date of this engagement letter.

If the scope of the engagement materially changes, whether due to changes in the transaction structure, the addition of new asset classes or tranches, material changes in applicable law or regulation, significant rating agency requirements, or other factors not currently anticipated, we will discuss any revised fee estimate with you in advance of incurring materially increased fees. We are committed to maintaining open and transparent communication regarding fees and budgetary matters throughout the engagement.

5.2 Fee Estimate Breakdown (Approximate)

The following provides an approximate breakdown of our fee estimate by workstream, based on our current expectations. Actual fees may vary among workstreams depending on the course of the transaction:

The aggregate of the midpoints of the foregoing ranges approximates the overall fee estimate set forth in Section 5.1 above.

5.3 Hourly Rates

Our fees are charged on an hourly basis at the standard rates in effect for each timekeeper at the time the services are rendered, subject to periodic adjustment (typically on an annual basis, effective each January 1). The current standard hourly rates for the primary categories of timekeepers who may work on this engagement are as follows:

A detailed schedule of current hourly rates for each member of the engagement team is available upon request. We will provide advance notice of any changes in hourly rates that take effect during the course of the engagement.

5.4 Disbursements and Expenses

In addition to professional fees, we will bill for reasonable out-of-pocket disbursements and expenses incurred in connection with the engagement. Such disbursements may include, but are not limited to: filing fees (including fees payable to the Delaware Secretary of State for formation and good standing certificates, and UCC filing fees), travel expenses (airfare, ground transportation, lodging, and meals for travel reasonably required in connection with the engagement), document reproduction and printing costs, courier and messenger services, overnight delivery charges, database and electronic research charges (including Westmark Data Systems, Sundial Solutions, Cascade Services Inc., and comparable services), and any third-party vendor costs incurred at your direction or with your approval.

We do not anticipate that disbursements will exceed $50,000 in the aggregate for this engagement absent unusual circumstances. We will seek your prior approval before incurring any single disbursement in excess of $5,000.

5.5 Billing and Payment

Invoices will be rendered on a monthly basis, typically within fifteen (15) business days following the end of each calendar month, and are due and payable within thirty (30) days of receipt. Each invoice will include a summary of professional fees organized by timekeeper, a narrative description of services rendered, and an itemization of disbursements.

We reserve the right to render interim or progress billings at more frequent intervals during periods of intensive activity, including the weeks immediately preceding and following the anticipated closing date.

Questions or concerns regarding any invoice should be directed to Francesca Morano at (212) 309-8147 or fmorano@calderwoodharkness.com. We are committed to addressing any billing inquiries promptly and to your satisfaction.

6. Conflicts of Interest

We have conducted a conflicts check in accordance with our firm policies and the New York Rules of Professional Conduct (22 N.Y.C.R.R. Part 1200). Based on our review, we have identified no conflicts of interest that would preclude our representation of QIH in this engagement or that would require a waiver or consent from QIH or any other party.

In conducting our conflicts review, we have checked the following known counterparties, advisors, and other parties associated with the transaction: Ridgeline Capital Markets LLC (placement agent), Calvoneth Trust Company, N.A. (expected indenture trustee), Northvane Bank, N.A. (expected liquidity facility provider), Calloway & Brandt LLP (counsel to the placement agent), Ashfield & Greer LLP (counsel to the indenture trustee), Fortbridge Corporate Services LLC (expected back-up servicer), Brindoval Ratings Inc. (rating agency), Pinnacle Rating Services LLC (rating agency), Meridian Ledger LLP (expected accountant), and Veristead Analytics LLC (expected analytics provider). We have also checked QIH, QPF, and their respective officers and directors, as well as the entities to be formed in connection with the transaction (QRF 2022-1 and QRH).

As you know, Calderwood & Harkness LLP is a large, full-service law firm with offices in multiple jurisdictions. It is possible that one or more of our attorneys may currently represent, or may in the future represent, one or more of the parties identified above in matters unrelated to this engagement. Should an actual or potential conflict of interest arise during the course of this engagement, we will promptly bring it to your attention and discuss appropriate steps to address it, which may include seeking informed written consent from affected parties in accordance with the applicable rules of professional conduct.

7. Confidentiality

We will maintain the confidentiality of all information provided to us by QIH, QPF, and their respective officers, directors, employees, and agents in connection with this engagement, in accordance with our professional obligations under the New York Rules of Professional Conduct and applicable law. All such information will be treated as privileged and confidential attorney-client communications or attorney work product, as applicable, and will be disclosed only to those members and employees of the Firm who have a need to know such information in connection with the provision of legal services under this engagement.

We understand that certain information regarding QIH, QPF, the receivables pool, and the Offering may constitute material nonpublic information within the meaning of the federal securities laws. We will implement and maintain appropriate information barriers within the Firm and will comply with all applicable securities laws and regulations, including the insider trading prohibitions under Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder.

Notwithstanding the foregoing, we may disclose confidential information: (i) as required by law, regulation, subpoena, or court order; (ii) as necessary to prepare and deliver legal opinions contemplated by this engagement, including opinions addressed to third parties such as the indenture trustee, the rating agencies, or the initial purchaser, in each case as expressly authorized by the Client; (iii) to the extent necessary for the proper conduct of the engagement, including in discussions with counterparty counsel and transaction parties in the course of negotiation; or (iv) as otherwise expressly authorized by the Client in writing.

8. Document Retention

Upon the conclusion of the engagement (whether by closing of the Offering, termination, or otherwise), we will retain engagement files in accordance with the Firm's standard document retention policy. Our current policy provides for the retention of client files for a period of ten (10) years following the conclusion of the engagement, after which files may be destroyed in the ordinary course without further notice to the Client.

Engagement files may include attorney work product, internal memoranda, research materials, drafts, correspondence, and other documents created or accumulated during the engagement, as well as copies of documents provided to us by the Client or third parties. You may request the return of original documents or Client-provided materials at any time during or after the engagement, and we will comply with such requests within a reasonable period.

We encourage you to maintain your own copies of all final transaction documents, opinions, certificates, and other closing deliverables, as our retention of such materials is governed by the policy described above and we cannot guarantee their availability indefinitely.

9. Termination

Either party may terminate this engagement at any time upon written notice to the other, subject to applicable rules of professional conduct governing withdrawal from representation. We will endeavor to provide reasonable advance notice of any decision to withdraw and will cooperate in the orderly transition of the engagement to successor counsel if requested.

Upon termination of the engagement, QIH will remain responsible for the payment of all fees earned and disbursements incurred through the effective date of termination, regardless of the reason for termination. We will render a final invoice within thirty (30) days following the effective date of termination.

In the event that the transaction is shelved, suspended, or otherwise not consummated for any reason, QIH will remain responsible for all fees earned and disbursements incurred through the date of suspension or shelving. In such event, we will take reasonable steps to preserve our work product for potential future use, and we would be pleased to discuss the terms of any resumption of the engagement at a later date, including any adjustments to the fee estimate that may be appropriate in light of changes in the transaction, market conditions, or applicable law.

10. Governing Law

This engagement letter and all matters arising out of or relating to this engagement, including any dispute regarding the interpretation, enforceability, or performance of this letter, 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.

11. Miscellaneous

This letter sets forth the entire agreement between the Firm and QIH regarding the terms of our engagement in connection with the Offering and supersedes any and all prior understandings, discussions, or agreements, whether oral or written, relating to the subject matter hereof. No prior or contemporaneous oral or written representation not contained in this letter shall be binding upon either party.

Any amendments, modifications, or waivers of the terms of this engagement letter must be in writing and signed by both the Firm and QIH to be effective. No course of dealing or failure to exercise any right hereunder shall constitute a waiver of such right.

This letter may be executed in counterparts, including by electronic signature, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

12. Acceptance

Please confirm your agreement to the terms set forth in this letter by signing and returning a copy of this letter to the undersigned at your earliest convenience. A PDF scan or electronic signature (including DocuSign or similar platform) is acceptable for this purpose. If you have any questions regarding the terms of this letter or the engagement generally, please do not hesitate to contact me directly.

We are grateful for the opportunity to serve as issuer's counsel to QIH in connection with this transaction and look forward to a productive and successful engagement.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Douglas Carmichael

Title: Partner

Calderwood & Harkness LLP 601 Lexington Avenue New York, NY 10022 Tel: (212) 309-8214

Email: dcarmichael@calderwoodharkness.com

ACKNOWLEDGED AND AGREED:

QUORUM INSURANCE HOLDINGS CORP.

By: ________

Name: Nolan Whitford, Esq.

Title: General Counsel

Quorum Insurance Holdings Corp. 400 Atlantic Street, Suite 2200 Stamford, CT 06901

Date: ________

cc: Marcus Devereaux, Chief Executive Officer, Quorum Insurance Holdings Corp. cc: Priya Raghavan, Chief Financial Officer, Quorum Insurance Holdings Corp. cc: Sandra Ling-Hwang, Treasurer, Quorum Insurance Holdings Corp. cc: Francesca Morano, Partner, Calderwood & Harkness LLP

Tranche	Principal Amount	Percentage of Total Issuance
Class A Notes	$375,000,000	75.0%
Class B Notes	$75,000,000	15.0%
Class C Notes	$35,000,000	7.0%
Retained Overcollateralization Interest	$15,000,000	3.0%
Total	$500,000,000	100.0%
Workstream	Estimated Range
Structuring and SPV formation	$350,000 – $425,000
Transaction document drafting, negotiation, and finalization	$900,000 – $1,100,000
Offering Memorandum	$250,000 – $325,000
Legal opinions (true sale, enforceability, perfection, non-consolidation, formation, tax, no-registration)	$400,000 – $500,000
Tax memoranda and analysis	$175,000 – $225,000
Regulatory memoranda	$125,000 – $175,000
Diligence	$150,000 – $200,000
Rating agency support and investor communications	$100,000 – $150,000
Closing coordination and deliverables	$100,000 – $150,000
Category	Hourly Rate
Partners	$1,450 – $1,650
Associates	$750 – $1,050
Paralegals and legal assistants	$350 – $475

CALDERWOOD & HARKNESS LLP 601 Lexington Avenue New York, NY 10022 Tel: (212) 309-8000 | Fax: (212) 309-8001 www.calderwoodharkness.com
June 28, 2022
BY ELECTRONIC MAIL AND FIRST CLASS MAIL
Nolan Whitford, Esq. General Counsel Quorum Insurance Holdings Corp. 400 Atlantic Street, Suite 2200 Stamford, CT 06901
Re: Engagement of Calderwood & Harkness LLP as Issuer's Counsel — $500,000,000 Asset-Backed Securities Issuance by Quorum Receivables Funding 2022-1 LLC
Calderwood & Harkness Matter No. 1025-00007
Dear Nolan:
1. Introduction and Purpose
Calderwood & Harkness LLP ("we," "us," or the "Firm") is pleased to confirm the terms of our engagement by Quorum Insurance Holdings Corp., a Delaware corporation ("QIH" or the "Client"), to serve as issuer's counsel in connection with a proposed asset-backed securities transaction described more fully below.
This engagement relates to the proposed issuance of up to $500,000,000 in aggregate principal amount of asset-backed notes (the "Notes") by Quorum Receivables Funding 2022-1 LLC, a Delaware limited liability company to be formed as a bankruptcy-remote special purpose entity (the "Issuer" or "QRF 2022-1"). The Notes will be backed by a revolving pool of insurance premium finance receivables originated by Quorum Premium Finance LLC, a Delaware limited liability company and wholly owned subsidiary of QIH ("QPF"). The Notes are expected to be offered in a private placement pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and Regulation S thereunder (the "Offering").
This engagement shall be effective as of the date of this letter. The purpose of this letter is to set forth our mutual understanding of the scope of the engagement, the fees and expenses associated therewith, and certain other terms and conditions governing our attorney-client relationship. We appreciate the confidence that QIH has placed in the Firm, and we look forward to working with you and your team on this important transaction.
2. Scope of Engagement
2.1 Transaction Description
The Offering contemplates the structuring, documenting, and execution of the issuance of three tranches of rated notes, together with a retained overcollateralization interest, as follows:
The Notes will be secured by a revolving pool of insurance premium finance receivables originated by QPF in the ordinary course of its business. The initial pool balance as of the applicable cut-off date is expected to be in excess of $600,000,000, providing initial overcollateralization in addition to the structural credit enhancement reflected in the capital structure set forth above. The receivables will be transferred from QPF through an intermediate depositor entity, Quorum Receivables Holding LLC ("QRH"), to the Issuer, with each transfer intended to constitute a true sale for bankruptcy and accounting purposes.
The transaction is expected to feature a revolving period of twenty-four (24) months following the closing date, during which collections on the receivables pool will be used to acquire additional eligible receivables, followed by an amortization period of twelve (12) months, during which collections will be applied to the sequential repayment of the Notes. The legal final maturity of the Notes is anticipated to be forty-two (42) months from the closing date.
Preliminary ratings for the Notes are expected to be sought from Brindoval Ratings Inc. ("Brindoval") and Pinnacle Rating Services LLC ("Pinnacle"). The engagement of such rating agencies will be coordinated with the Firm, but the commercial terms of such engagements remain matters for QIH and the rating agencies to determine independently.
2.2 Scope of Legal Services
Our representation of QIH in connection with the Offering will include, but not be limited to, the following:
(a) Structuring. Advising on the legal structure of the securitization, including the formation and governance of the Issuer (QRF 2022-1) and the intermediate depositor entity (QRH), as well as all aspects of the bankruptcy remoteness framework, including separateness covenants, asset transfer structures, limited purpose and limited liability provisions, restrictions on additional indebtedness, independent manager arrangements, and related structural features necessary to achieve the desired ratings and legal outcomes. We will work closely with the rating agencies and their respective counsel to ensure that the legal structure of the transaction satisfies applicable criteria for rated securitization transactions.
(b) Transaction Documents. Drafting, negotiating, and finalizing the principal transaction documents, including the following:
(i) an Indenture (including all exhibits, schedules, and supplements thereto) between the Issuer and the indenture trustee to be designated by the parties (currently expected to be Calvoneth Trust Company, N.A.);
(ii) a Receivables Sale Agreement between QPF, as originator and seller, and QRH, as purchaser, governing the initial and ongoing sale of receivables from QPF to QRH;
(iii) a Receivables Transfer Agreement between QRH, as transferor, and QRF 2022-1, as transferee, governing the transfer of receivables from QRH to the Issuer;
(iv) a Servicing Agreement between QRF 2022-1, as issuer, QPF, as servicer, and the indenture trustee, governing the servicing, collection, and administration of the receivables;
(v) a Back-Up Servicing Agreement between QRF 2022-1, as issuer, the back-up servicer to be designated (currently expected to be Fortbridge Corporate Services LLC), and the indenture trustee;
(vi) a Note Purchase Agreement among the Issuer, QIH, Ridgeline Capital Markets LLC ("Ridgeline"), as initial purchaser/placement agent, and such other parties as may be appropriate;
(vii) an Administration Agreement between QRF 2022-1 and QIH (or a designated affiliate), governing the day-to-day administration of the Issuer;
(viii) a Liquidity Facility Agreement between QRF 2022-1 and the liquidity facility provider to be identified (currently expected to be Northvane Bank, N.A.);
(ix) an Account Control Agreement among QRF 2022-1, the indenture trustee, and the securities intermediary and/or depositary bank, governing the establishment and control of transaction accounts;
(x) a Custodian Agreement between QRF 2022-1, the indenture trustee, and the custodian to be designated, governing the custody and safekeeping of receivables files;
(xi) a Grant of Security Interest / Pledge Agreement by the Issuer in favor of the indenture trustee, for the benefit of the noteholders, granting a security interest in the collateral securing the Notes;
(xii) a Performance Guaranty by QIH guaranteeing certain obligations of QPF under the Servicing Agreement and/or QPF's ongoing performance as originator; and
(xiii) such ancillary documents, instruments, certificates, and agreements as may be necessary or appropriate in connection with the foregoing.
(c) SPV Formation and Corporate. Preparing all organizational documents necessary for the formation and governance of QRF 2022-1 and QRH, including certificates of formation for filing with the Delaware Secretary of State, limited liability company agreements (including provisions regarding bankruptcy remoteness, separateness covenants, independent managers, and restrictions on voluntary and involuntary dissolution), independent manager agreements, board/manager resolutions and written consents, secretary's or manager's certificates, incumbency certificates, good standing certificates, and related organizational and governance documents.
(d) Offering Memorandum. Drafting and negotiating the Preliminary Offering Memorandum (and any supplements or amendments thereto) to be used in connection with the Rule 144A / Regulation S offering of the Notes. The Offering Memorandum will include a description of the receivables pool, the originator and servicer, the transaction structure, risk factors, tax considerations, legal investment considerations, and other customary disclosure for rated asset-backed securities offerings. We will coordinate with Ridgeline and its counsel, Calloway & Brandt LLP, on matters relating to placement agent disclosure and legends.
(e) Legal Opinions. Preparing and delivering customary legal opinions required in connection with the closing of the Offering, including the following:
(i) true sale opinions with respect to each level of the transfer chain (i.e., the transfer from QPF to QRH and the transfer from QRH to QRF 2022-1);
(ii) enforceability opinions with respect to the principal transaction documents to which the Issuer, QIH, QPF, and QRH are parties;
(iii) security interest creation and perfection opinions under Article 9 of the Uniform Commercial Code with respect to the grant of a security interest in the receivables and related collateral in favor of the indenture trustee;
(iv) non-consolidation opinions addressing the substantive consolidation risk of QRF 2022-1 and QRH with QIH, QPF, and each other;
(v) corporate/LLC formation, due organization, good standing, and authorization opinions for QRF 2022-1, QRH, QPF, and QIH, as applicable;
(vi) no-registration-required opinions with respect to the offer and sale of the Notes pursuant to Rule 144A and Regulation S; and
(vii) such other opinions as may be customary or required by the rating agencies, the indenture trustee, or the initial purchaser.
(f) Tax Opinions and Analysis. Preparing tax characterization opinions addressing the treatment of the Notes as indebtedness for U.S. federal income tax purposes and the treatment of QRF 2022-1 as a disregarded entity (or, if applicable, a qualifying special purpose entity) for U.S. federal income tax purposes. In addition, we will prepare related tax memoranda addressing the Foreign Account Tax Compliance Act ("FATCA") compliance obligations of the Issuer and withholding agent duties, state tax nexus analysis for the Issuer and the receivables pool, and review and comment on all tax-related disclosure in the Offering Memorandum. Ms. Hartwell and her team in the Firm's tax group will be primarily responsible for this workstream.
(g) UCC Filings. Preparing UCC-1 financing statements for filing with the Delaware Secretary of State at each level of the transfer chain, including: (i) a UCC-1 filing to perfect the sale of receivables from QPF to QRH; (ii) a UCC-1 filing to perfect the transfer of receivables from QRH to QRF 2022-1; and (iii) a UCC-1 filing to perfect the security interest granted by QRF 2022-1 to the indenture trustee in the receivables and related collateral. We will also prepare any necessary UCC-3 amendments or continuations as may be required prior to closing, and we will advise on perfection requirements in any jurisdictions beyond Delaware that may be applicable.
(h) Regulatory Analysis. Advising on regulatory considerations applicable to the Offering and the ongoing operation of the securitization program, including: (i) the applicability of, and available exemptions from, Regulation AB II (Subpart 229.1100 et seq. of Regulation S-K) and any applicable reporting requirements; (ii) Volcker Rule (Section 619 of the Dodd-Frank Act) considerations, including analysis of whether the Issuer constitutes a "covered fund" and the applicability of available exemptions, including the loan securitization exemption; (iii) Dodd-Frank risk retention compliance under Section 941 (15 U.S.C. § 78o-11) and the implementing regulations (17 C.F.R. Part 246), including analysis of available risk retention options (horizontal, vertical, or L-shaped) and the eligible horizontal residual interest requirements; and (iv) state premium finance licensing requirements applicable to QPF in connection with its origination of the receivables, to the extent relevant to the securitization structure.
(i) Rating Agency Engagement. Assisting with the preparation of rating agency presentations, including structural term sheets, collateral performance data summaries, and legal structure diagrams. We will participate in meetings and calls with Brindoval and Pinnacle and their respective counsel, respond to rating agency criteria and structural requirements, and coordinate with the rating agencies on the delivery of legal opinions and structural features necessary to achieve the target ratings.
(j) Diligence. Conducting legal diligence on the receivables pool (including a review of origination documentation, eligibility criteria, and representations and warranties), insurance carrier counterparties (including the financial strength and claims-paying ability of applicable carriers as relevant to the enforceability of the receivables), and servicer operations (including a review of QPF's servicing platform, collection procedures, and disaster recovery/business continuity arrangements). We will prepare a legal diligence memorandum summarizing our findings for the benefit of QIH and, to the extent appropriate, for use in rating agency presentations.
(k) Investor Communications. Assisting with the preparation of investor presentation materials, roadshow scripts, and investor Q&A response documents from a legal perspective. This will include reviewing and commenting on any investor-facing materials prepared by Ridgeline or QIH to ensure legal accuracy and consistency with the Offering Memorandum and the transaction documents.
(l) Closing. Preparing and coordinating all closing deliverables, including closing checklists, conditions precedent trackers, pre-closing and closing certificates, officer's certificates, bring-down good standing certificates, closing memoranda, and the assembly and distribution of closing binders (in physical and/or electronic form). We will coordinate with all counterparty counsel and transaction parties to ensure the timely and orderly consummation of the Offering.
2.3 Limitations on Scope
The scope of our engagement is limited to the matters expressly described in this letter. In particular, the following limitations apply:
We are engaged solely as issuer's counsel in connection with the Offering. We do not represent, and will not be providing legal advice to, the underwriter/placement agent, Ridgeline Capital Markets LLC, which is separately represented by Calloway & Brandt LLP. We do not represent the indenture trustee, Calvoneth Trust Company, N.A., which is separately represented by Ashfield & Greer LLP. We do not represent any other party to the transaction, including, without limitation, any back-up servicer, liquidity facility provider, custodian, securities intermediary, depositary bank, rating agency, accountant, or investor. Each such party is expected to retain its own counsel as it deems appropriate.
We are not engaged to provide advice with respect to business, financial, accounting, or investment decisions relating to the Offering. Nothing in our advice or work product should be construed as expressing a view on the merits or advisability of the transaction from a business or financial standpoint. We do not express any view on the adequacy of the economics of the transaction, the pricing of the Notes, or the sufficiency of the credit enhancement structure, except insofar as such matters implicate legal requirements or rating agency criteria within the scope of our engagement.
Our representation does not extend to any litigation, enforcement, regulatory investigation, or post-closing matters not described herein, unless separately agreed in writing. Should QIH desire our assistance with any such matter, we would be pleased to discuss the terms of a separate engagement at that time.
3. Client Identification
Our client in this engagement is Quorum Insurance Holdings Corp. While our work will benefit and be performed for the Issuer (QRF 2022-1), the depositor (QRH), and the originator/servicer (QPF), and while we may prepare documents on behalf of such entities and deliver opinions referencing such entities, our attorney-client relationship in this engagement is with QIH. QIH is the entity that has retained the Firm, to which we owe our duties of loyalty and confidentiality, and from which we will receive instructions regarding the conduct of this engagement. To the extent that any conflict arises between the interests of QIH and those of any other entity, including QRF 2022-1, QRH, or QPF, we will look to QIH for direction.
We understand that Nolan Whitford, General Counsel of QIH, will serve as the primary in-house legal contact for the Firm in connection with this engagement. Sandra Ling-Hwang, Treasurer of QIH and Manager of QPF, will serve as the primary treasury and operational contact. We may also receive direction from and communicate with other officers and employees of QIH and its affiliates as necessary, including Marcus Devereaux (Chief Executive Officer of QIH) and Priya Raghavan (Chief Financial Officer of QIH), as well as such other individuals as you may designate from time to time.
4. Staffing
4.1 Engagement Team
The following attorneys will be principally responsible for this engagement:
Douglas Carmichael, Partner — Responsible Partner. Mr. Carmichael will have overall responsibility for the engagement and will serve as the primary relationship partner. He will provide strategic guidance on structuring, oversee the preparation and delivery of legal opinions, participate in key negotiations, and serve as the principal point of contact for senior management of QIH. Mr. Carmichael has over twenty-five years of experience representing issuers, sponsors, and underwriters in structured finance and securitization transactions across a broad range of asset classes.
Francesca Morano, Partner — Billing Partner. Ms. Morano will oversee all billing, budgetary, and administrative matters relating to the engagement. She will be responsible for the timely preparation and delivery of invoices, the monitoring of fees and disbursements against the engagement budget, and the resolution of any billing inquiries. Ms. Morano also practices in the Firm's structured finance group and may provide substantive legal support on selected transaction matters as appropriate.
Yuki Nakamura, Associate — Lead Associate. Ms. Nakamura will serve as the day-to-day lead associate managing document production, regulatory analysis, and coordination with counterparty counsel and transaction parties. She will be responsible for managing the drafting timeline, coordinating comments and mark-ups across workstreams, and ensuring that all deliverables are progressing in accordance with the transaction schedule. Ms. Nakamura is a seventh-year associate in the Firm's structured finance and securitization practice.
Carlos Espinoza, Associate — Working Associate. Mr. Espinoza will handle UCC perfection analysis, diligence memoranda, risk retention compliance analysis, and selected regulatory workstreams. He will also assist with the preparation of closing deliverables and the assembly of closing binders. Mr. Espinoza is a fourth-year associate in the Firm's capital markets and structured finance practices.
Sylvia Hartwell, Partner (Tax) — Tax Specialist. Ms. Hartwell will be responsible for all tax-related opinions, memoranda, and disclosure review, including tax characterization opinions, true sale opinions (for tax purposes), FATCA compliance analysis, state tax nexus analysis, and review and comment on all tax-related disclosure in the Offering Memorandum. Ms. Hartwell is a partner in the Firm's tax group with extensive experience in the tax aspects of securitization and structured finance transactions.
4.2 Additional Resources
From time to time, additional associates, counsel, paralegals, or staff may be assigned to work on the engagement as dictated by workflow requirements, scheduling considerations, and the particular expertise needed for specific workstreams. We will endeavor to notify you of any material changes to the core staffing set forth above. The Firm's structured finance and securitization practice group, capital markets group, and tax group will provide institutional support as appropriate throughout the engagement.
5. Estimated Fees and Billing Arrangements
5.1 Fee Estimate
Based on our current understanding of the transaction and its complexity, including the structure, number of tranches, nature of the underlying collateral, revolving feature, number of transaction documents, and the legal opinion requirements, we estimate that our total legal fees for the engagement (from initial structuring through closing) will be approximately $2,800,000.
This estimate is provided for budgetary planning purposes and is subject to the following assumptions: (i) the transaction proceeds on the timeline and with the structure currently contemplated in our preliminary discussions and as described in Section 2.1 above; (ii) no material restructuring or re-documentation of the transaction is required after the initial round of drafting and negotiation; (iii) negotiations with counterparty counsel proceed in a commercially reasonable manner and without extraordinary delay; (iv) no material regulatory or rating agency issues arise that require substantial additional legal analysis, structural modifications, or supplemental opinions beyond those currently anticipated; and (v) the transaction closes within approximately five to six months of the date of this engagement letter.
If the scope of the engagement materially changes, whether due to changes in the transaction structure, the addition of new asset classes or tranches, material changes in applicable law or regulation, significant rating agency requirements, or other factors not currently anticipated, we will discuss any revised fee estimate with you in advance of incurring materially increased fees. We are committed to maintaining open and transparent communication regarding fees and budgetary matters throughout the engagement.
5.2 Fee Estimate Breakdown (Approximate)
The following provides an approximate breakdown of our fee estimate by workstream, based on our current expectations. Actual fees may vary among workstreams depending on the course of the transaction:
The aggregate of the midpoints of the foregoing ranges approximates the overall fee estimate set forth in Section 5.1 above.
5.3 Hourly Rates
Our fees are charged on an hourly basis at the standard rates in effect for each timekeeper at the time the services are rendered, subject to periodic adjustment (typically on an annual basis, effective each January 1). The current standard hourly rates for the primary categories of timekeepers who may work on this engagement are as follows:
A detailed schedule of current hourly rates for each member of the engagement team is available upon request. We will provide advance notice of any changes in hourly rates that take effect during the course of the engagement.
5.4 Disbursements and Expenses
In addition to professional fees, we will bill for reasonable out-of-pocket disbursements and expenses incurred in connection with the engagement. Such disbursements may include, but are not limited to: filing fees (including fees payable to the Delaware Secretary of State for formation and good standing certificates, and UCC filing fees), travel expenses (airfare, ground transportation, lodging, and meals for travel reasonably required in connection with the engagement), document reproduction and printing costs, courier and messenger services, overnight delivery charges, database and electronic research charges (including Westmark Data Systems, Sundial Solutions, Cascade Services Inc., and comparable services), and any third-party vendor costs incurred at your direction or with your approval.
We do not anticipate that disbursements will exceed $50,000 in the aggregate for this engagement absent unusual circumstances. We will seek your prior approval before incurring any single disbursement in excess of $5,000.
5.5 Billing and Payment
Invoices will be rendered on a monthly basis, typically within fifteen (15) business days following the end of each calendar month, and are due and payable within thirty (30) days of receipt. Each invoice will include a summary of professional fees organized by timekeeper, a narrative description of services rendered, and an itemization of disbursements.
We reserve the right to render interim or progress billings at more frequent intervals during periods of intensive activity, including the weeks immediately preceding and following the anticipated closing date.
Questions or concerns regarding any invoice should be directed to Francesca Morano at (212) 309-8147 or fmorano@calderwoodharkness.com. We are committed to addressing any billing inquiries promptly and to your satisfaction.
6. Conflicts of Interest
We have conducted a conflicts check in accordance with our firm policies and the New York Rules of Professional Conduct (22 N.Y.C.R.R. Part 1200). Based on our review, we have identified no conflicts of interest that would preclude our representation of QIH in this engagement or that would require a waiver or consent from QIH or any other party.
In conducting our conflicts review, we have checked the following known counterparties, advisors, and other parties associated with the transaction: Ridgeline Capital Markets LLC (placement agent), Calvoneth Trust Company, N.A. (expected indenture trustee), Northvane Bank, N.A. (expected liquidity facility provider), Calloway & Brandt LLP (counsel to the placement agent), Ashfield & Greer LLP (counsel to the indenture trustee), Fortbridge Corporate Services LLC (expected back-up servicer), Brindoval Ratings Inc. (rating agency), Pinnacle Rating Services LLC (rating agency), Meridian Ledger LLP (expected accountant), and Veristead Analytics LLC (expected analytics provider). We have also checked QIH, QPF, and their respective officers and directors, as well as the entities to be formed in connection with the transaction (QRF 2022-1 and QRH).
As you know, Calderwood & Harkness LLP is a large, full-service law firm with offices in multiple jurisdictions. It is possible that one or more of our attorneys may currently represent, or may in the future represent, one or more of the parties identified above in matters unrelated to this engagement. Should an actual or potential conflict of interest arise during the course of this engagement, we will promptly bring it to your attention and discuss appropriate steps to address it, which may include seeking informed written consent from affected parties in accordance with the applicable rules of professional conduct.
7. Confidentiality
We will maintain the confidentiality of all information provided to us by QIH, QPF, and their respective officers, directors, employees, and agents in connection with this engagement, in accordance with our professional obligations under the New York Rules of Professional Conduct and applicable law. All such information will be treated as privileged and confidential attorney-client communications or attorney work product, as applicable, and will be disclosed only to those members and employees of the Firm who have a need to know such information in connection with the provision of legal services under this engagement.
We understand that certain information regarding QIH, QPF, the receivables pool, and the Offering may constitute material nonpublic information within the meaning of the federal securities laws. We will implement and maintain appropriate information barriers within the Firm and will comply with all applicable securities laws and regulations, including the insider trading prohibitions under Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder.
Notwithstanding the foregoing, we may disclose confidential information: (i) as required by law, regulation, subpoena, or court order; (ii) as necessary to prepare and deliver legal opinions contemplated by this engagement, including opinions addressed to third parties such as the indenture trustee, the rating agencies, or the initial purchaser, in each case as expressly authorized by the Client; (iii) to the extent necessary for the proper conduct of the engagement, including in discussions with counterparty counsel and transaction parties in the course of negotiation; or (iv) as otherwise expressly authorized by the Client in writing.
8. Document Retention
Upon the conclusion of the engagement (whether by closing of the Offering, termination, or otherwise), we will retain engagement files in accordance with the Firm's standard document retention policy. Our current policy provides for the retention of client files for a period of ten (10) years following the conclusion of the engagement, after which files may be destroyed in the ordinary course without further notice to the Client.
Engagement files may include attorney work product, internal memoranda, research materials, drafts, correspondence, and other documents created or accumulated during the engagement, as well as copies of documents provided to us by the Client or third parties. You may request the return of original documents or Client-provided materials at any time during or after the engagement, and we will comply with such requests within a reasonable period.
We encourage you to maintain your own copies of all final transaction documents, opinions, certificates, and other closing deliverables, as our retention of such materials is governed by the policy described above and we cannot guarantee their availability indefinitely.
9. Termination
Either party may terminate this engagement at any time upon written notice to the other, subject to applicable rules of professional conduct governing withdrawal from representation. We will endeavor to provide reasonable advance notice of any decision to withdraw and will cooperate in the orderly transition of the engagement to successor counsel if requested.
Upon termination of the engagement, QIH will remain responsible for the payment of all fees earned and disbursements incurred through the effective date of termination, regardless of the reason for termination. We will render a final invoice within thirty (30) days following the effective date of termination.
In the event that the transaction is shelved, suspended, or otherwise not consummated for any reason, QIH will remain responsible for all fees earned and disbursements incurred through the date of suspension or shelving. In such event, we will take reasonable steps to preserve our work product for potential future use, and we would be pleased to discuss the terms of any resumption of the engagement at a later date, including any adjustments to the fee estimate that may be appropriate in light of changes in the transaction, market conditions, or applicable law.
10. Governing Law
This engagement letter and all matters arising out of or relating to this engagement, including any dispute regarding the interpretation, enforceability, or performance of this letter, 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.
11. Miscellaneous
This letter sets forth the entire agreement between the Firm and QIH regarding the terms of our engagement in connection with the Offering and supersedes any and all prior understandings, discussions, or agreements, whether oral or written, relating to the subject matter hereof. No prior or contemporaneous oral or written representation not contained in this letter shall be binding upon either party.
Any amendments, modifications, or waivers of the terms of this engagement letter must be in writing and signed by both the Firm and QIH to be effective. No course of dealing or failure to exercise any right hereunder shall constitute a waiver of such right.
This letter may be executed in counterparts, including by electronic signature, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.
12. Acceptance
Please confirm your agreement to the terms set forth in this letter by signing and returning a copy of this letter to the undersigned at your earliest convenience. A PDF scan or electronic signature (including DocuSign or similar platform) is acceptable for this purpose. If you have any questions regarding the terms of this letter or the engagement generally, please do not hesitate to contact me directly.
We are grateful for the opportunity to serve as issuer's counsel to QIH in connection with this transaction and look forward to a productive and successful engagement.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Douglas Carmichael
Title: Partner
Calderwood & Harkness LLP 601 Lexington Avenue New York, NY 10022 Tel: (212) 309-8214
Email: dcarmichael@calderwoodharkness.com
ACKNOWLEDGED AND AGREED:
QUORUM INSURANCE HOLDINGS CORP.
By: ________
Name: Nolan Whitford, Esq.
Title: General Counsel
Quorum Insurance Holdings Corp. 400 Atlantic Street, Suite 2200 Stamford, CT 06901
Date: ________
cc: Marcus Devereaux, Chief Executive Officer, Quorum Insurance Holdings Corp. cc: Priya Raghavan, Chief Financial Officer, Quorum Insurance Holdings Corp. cc: Sandra Ling-Hwang, Treasurer, Quorum Insurance Holdings Corp. cc: Francesca Morano, Partner, Calderwood & Harkness LLP
Tranche | Principal Amount | Percentage of Total Issuance
Class A Notes | $375,000,000 | 75.0%
Class B Notes | $75,000,000 | 15.0%
Class C Notes | $35,000,000 | 7.0%
Retained Overcollateralization Interest | $15,000,000 | 3.0%
Total | $500,000,000 | 100.0%
Workstream | Estimated Range
Structuring and SPV formation | $350,000 – $425,000
Transaction document drafting, negotiation, and finalization | $900,000 – $1,100,000
Offering Memorandum | $250,000 – $325,000
Legal opinions (true sale, enforceability, perfection, non-consolidation, formation, tax, no-registration) | $400,000 – $500,000
Tax memoranda and analysis | $175,000 – $225,000
Regulatory memoranda | $125,000 – $175,000
Diligence | $150,000 – $200,000
Rating agency support and investor communications | $100,000 – $150,000
Closing coordination and deliverables | $100,000 – $150,000
Category | Hourly Rate
Partners | $1,450 – $1,650
Associates | $750 – $1,050
Paralegals and legal assistants | $350 – $475

June 28, 2022

BY ELECTRONIC MAIL AND FIRST CLASS MAIL

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGED AND AGREED:

QUORUM INSURANCE HOLDINGS CORP.

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