[sheet: Cover Sheet]

Field	Value
Document Title	Closing Checklist — Master Data License Agreement (Working Draft)
C&H Matter No.	1025-00008
Client	Quorum Insurance Holdings Corp. (Nasdaq: QIHC)
Client EIN	83-2147605
Client Headquarters	1200 Atlantic Street, Suite 3400, Stamford, CT 06901
Counterparty	Meridian Credit intelligence, Inc.
Counterparty EIN	58-3891274
Counterparty Headquarters	3300 Peachtree Road NE, Suite 2100, Atlanta, GA 30326
Transaction	Five-Year Enterprise Data License — Total Value: $60,000,000 (plus $1,500,000 one-time implementation fee)
Governing Law	State of New York
Prepared By	Marcus Weill, Associate, Corporate/Commercial, Calderwood & Harkness LLP
Responsible Partner	Leonard Cross
Billing Partner	Nathaniel Bower
Lead Associate	Wendy Schultz
Client Contact	Gregory Stahl, VP, Legal Affairs, Quorum Insurance Holdings Corp.
Counterparty Counsel	Kessler Pruitt & Ashe LLP (Graham Whitley, Partner)
Date Prepared	Working Draft — Last Updated January 2024
Status	DORMANT — Negotiations suspended as of November 17, 2023; dormancy confirmed January 8, 2024. All checklist items reflect Pending status. Quorum GC (Carolyn Whitford) requested strategy memo for potential Q2 2024 restart on March 15, 2024.
Dispute Resolution	Open — Quorum proposes exclusive jurisdiction (S.D.N.Y. or NY Supreme Court, Commercial Division, New York County); Meridian proposes binding AAA arbitration (three-arbitrator panel, seated in New York)
Key Open Issues	1) Most favored nation pricing clause (rejected by Meridian; Quorum fallback: annual pricing audit right with 110% ceiling); 2) Derived-data IP ownership and commercialization rights (Meridian demands license-back + 15% revenue share; Quorum rejects); 3) Dispute resolution mechanism; 4) Post-termination treatment of Derived Data
Confidentiality	PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT

[sheet: Closing Checklist]

Item No.

I. PRINCIPAL TRANSACTION AGREEMENTS

1.1	Master Data License Agreement (MDLA) — Execution Version	Five-year enterprise data-licensing agreement between Quorum Insurance Holdings Corp. (Licensee) and Meridian Credit intelligence, Inc. (Licensor); total deal value $60,000,000 over the initial term ($10,800,000 Year 1; $12,300,000/year Years 2–5). Governed by New York law.	Both Parties	Wendy Schultz / Omar Siddiqui	Graham Whitley (Kessler Pruitt & Ashe LLP)	Pending — Key terms (MFN pricing, derived-data rights, dispute resolution) remain unresolved as of Nov. 17, 2023; negotiations dormant since Jan. 8, 2024	Third redline circulated Jul. 2023; Article VII (Derived Data / IP Ownership) and MFN clause still open/bracketed. Meridian board resolution dated Aug. 22, 2023 resolved against granting most favored nation pricing or unrestricted derived-data commercialization rights.
1.2	Data Security Addendum (DSA)	Addendum to the MDLA establishing data security standards, including SOC 2 Type II and ISO 27001 certification requirements, encryption standards, access controls, penetration testing, data-breach notification (48 hours from discovery), incident response procedures, and audit rights.	Both Parties	David Cartwright / Lisa Johannsen	Nina Chastain (Kessler Pruitt & Ashe LLP)	Pending — C&H redline of KP&A comments circulated Mar. 2023; sub-processor notification and audit rights still under discussion	Meridian SOC 2 Type II report issued by Galloway Nash LLP, period ending Mar. 31, 2023. Quorum SOC 2 Type II report issued by Felton Thorpe & Co. LLP, period ending Dec. 31, 2023.
1.3	Data Processing Agreement (DPA) — CCPA/CPRA Compliance	Agreement satisfying CCPA/CPRA service-provider and contractor requirements for Quorum's processing of consumer personal information received from Meridian; addresses purpose limitations, sale/sharing restrictions, consumer rights facilitation, and de-identification standards.	Both Parties	Lisa Johannsen	Nina Chastain (Kessler Pruitt & Ashe LLP)	Pending — C&H draft circulated Mar. 2023; no counter received
1.4	Service Level Agreement (SLA)	Schedule to the MDLA establishing uptime commitments (99.9% monthly), latency standards for real-time API access, data-delivery windows for SFTP batch feeds, service credits for SLA failures, escalation procedures, and force majeure provisions.	Both Parties	Patricia Heng	Derek Fontaine (Kessler Pruitt & Ashe LLP)	Pending — Partial agreement reached at Jun. 30, 2023 session; service credit caps and uptime measurement methodology still under negotiation	SLA terms reflected in third MDLA redline (Jul. 2023) as partially agreed.
1.5	Technical Schedule A — Data Delivery Specifications	Specifies data formats, record schemas, refresh frequencies (daily batch + real-time API for MCI Consumer Credit File™; weekly batch for MCI CommercialView™; daily batch for MCI AltSignal™), SFTP and REST API delivery methods, data-quality acceptance criteria, and the 500,000,000 records/month base tier with $0.003/record overage rate.	Both Parties	Omar Siddiqui	Derek Fontaine (Kessler Pruitt & Ashe LLP)	Pending — Comments exchanged Mar. 2023; API rate limits and batch file naming conventions under discussion	Current estimated monthly volume: ~437,000,000 records/month (87.4% of base tier). Data products: MCI Consumer Credit File™ (~310M consumer records), MCI CommercialView™ (~42M business records), MCI AltSignal™ (~85M consumer alt-data records).
1.6	FCRA Permissible Purpose Certification — Schedule	Quorum's certification of FCRA permissible purpose for accessing consumer credit information from Meridian, specifying applicable permissible purpose categories (insurance underwriting, account review) and compliance obligations.	Quorum	Lisa Johannsen	N/A	Pending — Draft prepared Feb. 2023; awaiting finalization of MDLA terms
1.7	Derived Data Commercialization Protocol (Appendix to MDLA Article VII)	Protocol governing Quorum's commercialization of Derived Data to third parties, including objective criteria for sufficient transformation/de-identification, notification mechanism, dispute resolution for transformation disputes, and carve-out for QuorumScore™ outputs.	Both Parties	Wendy Schultz / Omar Siddiqui	Graham Whitley / Nina Chastain (Kessler Pruitt & Ashe LLP)	Pending — Draft transmitted to KP&A Jun. 15, 2023; Meridian has not accepted. Meridian demands 15% revenue share on third-party Derived Data commercialization and perpetual royalty-free license-back; Quorum rejects both.	QuorumScore™ (USPTO application pending, Serial No. 97/482,116) is central to Quorum's projected $40–50M B2B licensing revenue by 2027.

II. CORPORATE AUTHORIZATIONS — QUORUM

2.1	Quorum Board Resolution — Authorizing Execution of MDLA	Resolution of the Board of Directors of Quorum Insurance Holdings Corp. (Harrison Kimble, Chair) authorizing execution and delivery of the MDLA and related ancillary documents and designating authorized signatories.	Quorum	Marcus Weill	N/A	Pending — Draft prepared for future use; board action deferred pending resolution of open commercial terms
2.2	Officer's Certificate — Quorum	Certificate executed by an authorized officer of Quorum certifying truth and accuracy of representations and warranties, satisfaction of conditions precedent, and incumbency of authorized signatories.	Quorum	Marcus Weill	N/A	Pending — Template prepared for future use
2.3	Secretary's Certificate — Quorum	Certificate with attached certified copies of board resolution, certificate of incorporation, bylaws, and incumbency information for Quorum Insurance Holdings Corp. (Delaware corporation; DE Entity File No. 7234819).	Quorum	Marcus Weill	N/A	Pending — Template prepared for future use	Registered agent: National Registered Agents of Delaware, Inc., 1209 Orange Street, Wilmington, DE 19801.

III. CORPORATE AUTHORIZATIONS — MERIDIAN

3.1	Meridian Board / Corporate Authorization	Evidence of corporate authorization by Meridian Credit intelligence, Inc. (Georgia corporation; GA Control No. 22049371) to enter into the MDLA and related agreements. May require Breckenridge Capital Partners Fund IV, L.P. (62.5% owner) consent given governance arrangements.	Meridian	N/A (to be confirmed by KP&A)	Graham Whitley (Kessler Pruitt & Ashe LLP)	Pending — Not yet requested; dependent on agreement on commercial terms	Majority-owned by Breckenridge Capital Partners Fund IV, L.P. (GP: Breckenridge Capital Management LLC; Elaine Drummond, Managing Partner; Caleb Rourke, Partner overseeing Meridian investment).
3.2	Officer's Certificate — Meridian	Certificate executed by an authorized officer of Meridian certifying truth and accuracy of representations and warranties and satisfaction of conditions precedent.	Meridian	N/A	Graham Whitley (Kessler Pruitt & Ashe LLP)	Pending — Not yet drafted
3.3	Secretary's Certificate — Meridian	Certificate with attached certified copies of corporate authorizations, articles of incorporation, bylaws, and incumbency information for Meridian. Registered agent: Peach State Corporate Services LLC, 315 W. Ponce de Leon Ave, Decatur, GA 30030.	Meridian	N/A	Graham Whitley (Kessler Pruitt & Ashe LLP)	Pending — Not yet drafted

IV. LENDER CONSENT — STANDISH NATIONAL BANK

4.1	Lender Consent Request Letter — Quorum to Standish National Bank, N.A.	Letter from Quorum to Philip Yardley (Relationship Manager) at Standish National Bank, N.A. (280 Congress Street, Boston, MA 02210), requesting consent under Section 7.12(b) of the Amended and Restated Credit Agreement dated June 15, 2021, for entry into the $60,000,000 MDLA. The $60M license value exceeds the $25,000,000 IP license covenant threshold by $35,000,000 (240% of threshold).	Quorum	Marcus Weill	N/A	Pending — Draft prepared Nov. 2022; follow-up letter drafted Feb. 2023; consent not yet obtained	Standish revolving credit facility: $1,200,000,000. Covenant: Section 7.12(b) — no IP license >$25M aggregate value without prior written consent of Required Lenders.
4.2	Lender Consent / Waiver — Standish National Bank, N.A.	Written consent from Standish National Bank, N.A. (as Administrative Agent and on behalf of Required Lenders), waiving Section 7.12(b) solely with respect to the MDLA with Meridian.	Standish	Marcus Weill	N/A	Pending — Draft form prepared Dec. 2022; not yet submitted for execution pending resolution of MDLA commercial terms	Structuring alternatives analyzed (Nov. 2022 memo by Marcus Weill / Nathaniel Bower); direct lender consent deemed most prudent path.

V. INSURANCE CERTIFICATES

5.1	Certificate of Insurance — Quorum (CGL)	Evidence of Quorum's commercial general liability coverage meeting MDLA minimum of $5,000,000 per occurrence.	Quorum	Marcus Weill	N/A	Pending
5.2	Certificate of Insurance — Quorum (Cyber Liability)	Evidence of Quorum's cyber liability coverage meeting MDLA minimum of $50,000,000 aggregate.	Quorum	Marcus Weill	N/A	Pending
5.3	Certificate of Insurance — Meridian (CGL)	Evidence of Meridian's commercial general liability coverage meeting MDLA minimum of $5,000,000 per occurrence.	Meridian	N/A	Graham Whitley (Kessler Pruitt & Ashe LLP)	Pending
5.4	Certificate of Insurance — Meridian (Cyber / Technology E&O)	Evidence of Meridian's cyber/technology errors & omissions coverage meeting MDLA minimum of $25,000,000 aggregate.	Meridian	N/A	Graham Whitley (Kessler Pruitt & Ashe LLP)	Pending

VI. SECURITY & COMPLIANCE CERTIFICATIONS

6.1	Meridian SOC 2 Type II Report (Current)	Current SOC 2 Type II report for Meridian Credit intelligence, Inc. Most recent report issued by Galloway Nash LLP, period ending March 31, 2023.	Meridian	David Cartwright	Nina Chastain (Kessler Pruitt & Ashe LLP)	Pending — To be updated to cover period closer to closing date	Meridian also required to maintain ISO 27001 certification per DSA.
6.2	Meridian ISO 27001 Certification (Current)	Current ISO 27001 certification for Meridian's data hosting and processing environment.	Meridian	David Cartwright	Nina Chastain (Kessler Pruitt & Ashe LLP)	Pending
6.3	Quorum SOC 2 Type II Report (Current)	Current SOC 2 Type II report for Quorum Insurance Holdings Corp. Most recent report issued by Felton Thorpe & Co. LLP, period ending December 31, 2023.	Quorum	David Cartwright	N/A	Pending — To be confirmed current as of closing

VII. CLOSING CERTIFICATES & DELIVERABLES

7.1	Bring-Down Certificate — Quorum	Certificate executed by authorized officer of Quorum certifying that representations and warranties remain true and correct as of closing date and no material adverse change has occurred since date of MDLA.	Quorum	Marcus Weill	N/A	Pending — Template prepared
7.2	Bring-Down Certificate — Meridian	Certificate executed by authorized officer of Meridian certifying that representations and warranties remain true and correct as of closing date.	Meridian	N/A	Graham Whitley (Kessler Pruitt & Ashe LLP)	Pending — Not yet drafted
7.3	Signature Pages — MDLA	Executed signature pages for the Master Data License Agreement. Signature blocks for Quorum Insurance Holdings Corp. and Meridian Credit intelligence, Inc.	Both Parties	Omar Siddiqui	Derek Fontaine (Kessler Pruitt & Ashe LLP)	Pending — Templates prepared
7.4	Signature Pages — DSA	Executed signature pages for the Data Security Addendum.	Both Parties	Omar Siddiqui	Derek Fontaine (Kessler Pruitt & Ashe LLP)	Pending — Templates prepared
7.5	Signature Pages — SLA	Executed signature pages for the Service Level Agreement.	Both Parties	Omar Siddiqui	Derek Fontaine (Kessler Pruitt & Ashe LLP)	Pending — Templates prepared

VIII. PAYMENT / FINANCIAL DELIVERABLES

8.1	Implementation Fee Payment	One-time implementation/integration fee of $1,500,000 payable by Quorum to Meridian (outside the $60M license value); billed separately.	Quorum	Marcus Weill	N/A	Pending	Payment due upon execution of MDLA (per draft terms).
8.2	Year 1 / Q1 License Fee Payment	First quarterly installment of Year 1 license fee: $2,700,000 ($10,800,000 ÷ 4), payable in advance.	Quorum	Marcus Weill	N/A	Pending	Late payment interest: 1.5% per month (18% per annum) on overdue amounts.

IX. MISCELLANEOUS

9.1	Good Standing Certificate — Quorum (Delaware)	Certificate of good standing for Quorum Insurance Holdings Corp. from the Delaware Secretary of State (DE Entity File No. 7234819).	Quorum	Marcus Weill	N/A	Pending
9.2	Good Standing Certificate — Meridian (Georgia)	Certificate of good standing for Meridian Credit intelligence, Inc. from the Georgia Secretary of State (GA Control No. 22049371).	Meridian	N/A	Graham Whitley (Kessler Pruitt & Ashe LLP)	Pending
9.3	Mutual NDA Confirmation	Confirmation that the Mutual Non-Disclosure Agreement (Ref. No. NDA-QIH-MCI-2022-001, dated August 15, 2022) remains in full force and effect and is not superseded by MDLA confidentiality provisions (or, if superseded, express identification of surviving provisions).	Both Parties	Wendy Schultz	Nina Chastain (Kessler Pruitt & Ashe LLP)	Pending	NDA governed by New York law.
9.4	23 NYCRR 500 Compliance Confirmation — Quorum	Confirmation that Quorum's receipt and processing of Meridian data complies with NY DFS Cybersecurity Regulation (23 NYCRR 500), including third-party service provider oversight requirements.	Quorum	David Cartwright	N/A	Pending	Applicable to Quorum's insurance operations in New York.

[sheet: Cover Sheet]
Field | Value
Document Title | Closing Checklist — Master Data License Agreement (Working Draft)
C&H Matter No. | 1025-00008
Client | Quorum Insurance Holdings Corp. (Nasdaq: QIHC)
Client EIN | 83-2147605
Client Headquarters | 1200 Atlantic Street, Suite 3400, Stamford, CT 06901
Counterparty | Meridian Credit intelligence, Inc.
Counterparty EIN | 58-3891274
Counterparty Headquarters | 3300 Peachtree Road NE, Suite 2100, Atlanta, GA 30326
Transaction | Five-Year Enterprise Data License — Total Value: $60,000,000 (plus $1,500,000 one-time implementation fee)
Governing Law | State of New York
Prepared By | Marcus Weill, Associate, Corporate/Commercial, Calderwood & Harkness LLP
Responsible Partner | Leonard Cross
Billing Partner | Nathaniel Bower
Lead Associate | Wendy Schultz
Client Contact | Gregory Stahl, VP, Legal Affairs, Quorum Insurance Holdings Corp.
Counterparty Counsel | Kessler Pruitt & Ashe LLP (Graham Whitley, Partner)
Date Prepared | Working Draft — Last Updated January 2024
Status | DORMANT — Negotiations suspended as of November 17, 2023; dormancy confirmed January 8, 2024. All checklist items reflect Pending status. Quorum GC (Carolyn Whitford) requested strategy memo for potential Q2 2024 restart on March 15, 2024.
Dispute Resolution | Open — Quorum proposes exclusive jurisdiction (S.D.N.Y. or NY Supreme Court, Commercial Division, New York County); Meridian proposes binding AAA arbitration (three-arbitrator panel, seated in New York)
Key Open Issues | 1) Most favored nation pricing clause (rejected by Meridian; Quorum fallback: annual pricing audit right with 110% ceiling); 2) Derived-data IP ownership and commercialization rights (Meridian demands license-back + 15% revenue share; Quorum rejects); 3) Dispute resolution mechanism; 4) Post-termination treatment of Derived Data
Confidentiality | PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
[sheet: Closing Checklist]
Item No. | Document / Deliverable | Description | Responsible Party | C&H Attorney Responsible | Counterparty Counsel | Status | Date Completed | Notes / Comments
I. PRINCIPAL TRANSACTION AGREEMENTS
1.1 | Master Data License Agreement (MDLA) — Execution Version | Five-year enterprise data-licensing agreement between Quorum Insurance Holdings Corp. (Licensee) and Meridian Credit intelligence, Inc. (Licensor); total deal value $60,000,000 over the initial term ($10,800,000 Year 1; $12,300,000/year Years 2–5). Governed by New York law. | Both Parties | Wendy Schultz / Omar Siddiqui | Graham Whitley (Kessler Pruitt & Ashe LLP) | Pending — Key terms (MFN pricing, derived-data rights, dispute resolution) remain unresolved as of Nov. 17, 2023; negotiations dormant since Jan. 8, 2024 | Third redline circulated Jul. 2023; Article VII (Derived Data / IP Ownership) and MFN clause still open/bracketed. Meridian board resolution dated Aug. 22, 2023 resolved against granting most favored nation pricing or unrestricted derived-data commercialization rights.
1.2 | Data Security Addendum (DSA) | Addendum to the MDLA establishing data security standards, including SOC 2 Type II and ISO 27001 certification requirements, encryption standards, access controls, penetration testing, data-breach notification (48 hours from discovery), incident response procedures, and audit rights. | Both Parties | David Cartwright / Lisa Johannsen | Nina Chastain (Kessler Pruitt & Ashe LLP) | Pending — C&H redline of KP&A comments circulated Mar. 2023; sub-processor notification and audit rights still under discussion | Meridian SOC 2 Type II report issued by Galloway Nash LLP, period ending Mar. 31, 2023. Quorum SOC 2 Type II report issued by Felton Thorpe & Co. LLP, period ending Dec. 31, 2023.
1.3 | Data Processing Agreement (DPA) — CCPA/CPRA Compliance | Agreement satisfying CCPA/CPRA service-provider and contractor requirements for Quorum's processing of consumer personal information received from Meridian; addresses purpose limitations, sale/sharing restrictions, consumer rights facilitation, and de-identification standards. | Both Parties | Lisa Johannsen | Nina Chastain (Kessler Pruitt & Ashe LLP) | Pending — C&H draft circulated Mar. 2023; no counter received
1.4 | Service Level Agreement (SLA) | Schedule to the MDLA establishing uptime commitments (99.9% monthly), latency standards for real-time API access, data-delivery windows for SFTP batch feeds, service credits for SLA failures, escalation procedures, and force majeure provisions. | Both Parties | Patricia Heng | Derek Fontaine (Kessler Pruitt & Ashe LLP) | Pending — Partial agreement reached at Jun. 30, 2023 session; service credit caps and uptime measurement methodology still under negotiation | SLA terms reflected in third MDLA redline (Jul. 2023) as partially agreed.
1.5 | Technical Schedule A — Data Delivery Specifications | Specifies data formats, record schemas, refresh frequencies (daily batch + real-time API for MCI Consumer Credit File™; weekly batch for MCI CommercialView™; daily batch for MCI AltSignal™), SFTP and REST API delivery methods, data-quality acceptance criteria, and the 500,000,000 records/month base tier with $0.003/record overage rate. | Both Parties | Omar Siddiqui | Derek Fontaine (Kessler Pruitt & Ashe LLP) | Pending — Comments exchanged Mar. 2023; API rate limits and batch file naming conventions under discussion | Current estimated monthly volume: ~437,000,000 records/month (87.4% of base tier). Data products: MCI Consumer Credit File™ (~310M consumer records), MCI CommercialView™ (~42M business records), MCI AltSignal™ (~85M consumer alt-data records).
1.6 | FCRA Permissible Purpose Certification — Schedule | Quorum's certification of FCRA permissible purpose for accessing consumer credit information from Meridian, specifying applicable permissible purpose categories (insurance underwriting, account review) and compliance obligations. | Quorum | Lisa Johannsen | N/A | Pending — Draft prepared Feb. 2023; awaiting finalization of MDLA terms
1.7 | Derived Data Commercialization Protocol (Appendix to MDLA Article VII) | Protocol governing Quorum's commercialization of Derived Data to third parties, including objective criteria for sufficient transformation/de-identification, notification mechanism, dispute resolution for transformation disputes, and carve-out for QuorumScore™ outputs. | Both Parties | Wendy Schultz / Omar Siddiqui | Graham Whitley / Nina Chastain (Kessler Pruitt & Ashe LLP) | Pending — Draft transmitted to KP&A Jun. 15, 2023; Meridian has not accepted. Meridian demands 15% revenue share on third-party Derived Data commercialization and perpetual royalty-free license-back; Quorum rejects both. | QuorumScore™ (USPTO application pending, Serial No. 97/482,116) is central to Quorum's projected $40–50M B2B licensing revenue by 2027.
II. CORPORATE AUTHORIZATIONS — QUORUM
2.1 | Quorum Board Resolution — Authorizing Execution of MDLA | Resolution of the Board of Directors of Quorum Insurance Holdings Corp. (Harrison Kimble, Chair) authorizing execution and delivery of the MDLA and related ancillary documents and designating authorized signatories. | Quorum | Marcus Weill | N/A | Pending — Draft prepared for future use; board action deferred pending resolution of open commercial terms
2.2 | Officer's Certificate — Quorum | Certificate executed by an authorized officer of Quorum certifying truth and accuracy of representations and warranties, satisfaction of conditions precedent, and incumbency of authorized signatories. | Quorum | Marcus Weill | N/A | Pending — Template prepared for future use
2.3 | Secretary's Certificate — Quorum | Certificate with attached certified copies of board resolution, certificate of incorporation, bylaws, and incumbency information for Quorum Insurance Holdings Corp. (Delaware corporation; DE Entity File No. 7234819). | Quorum | Marcus Weill | N/A | Pending — Template prepared for future use | Registered agent: National Registered Agents of Delaware, Inc., 1209 Orange Street, Wilmington, DE 19801.
III. CORPORATE AUTHORIZATIONS — MERIDIAN
3.1 | Meridian Board / Corporate Authorization | Evidence of corporate authorization by Meridian Credit intelligence, Inc. (Georgia corporation; GA Control No. 22049371) to enter into the MDLA and related agreements. May require Breckenridge Capital Partners Fund IV, L.P. (62.5% owner) consent given governance arrangements. | Meridian | N/A (to be confirmed by KP&A) | Graham Whitley (Kessler Pruitt & Ashe LLP) | Pending — Not yet requested; dependent on agreement on commercial terms | Majority-owned by Breckenridge Capital Partners Fund IV, L.P. (GP: Breckenridge Capital Management LLC; Elaine Drummond, Managing Partner; Caleb Rourke, Partner overseeing Meridian investment).
3.2 | Officer's Certificate — Meridian | Certificate executed by an authorized officer of Meridian certifying truth and accuracy of representations and warranties and satisfaction of conditions precedent. | Meridian | N/A | Graham Whitley (Kessler Pruitt & Ashe LLP) | Pending — Not yet drafted
3.3 | Secretary's Certificate — Meridian | Certificate with attached certified copies of corporate authorizations, articles of incorporation, bylaws, and incumbency information for Meridian. Registered agent: Peach State Corporate Services LLC, 315 W. Ponce de Leon Ave, Decatur, GA 30030. | Meridian | N/A | Graham Whitley (Kessler Pruitt & Ashe LLP) | Pending — Not yet drafted
IV. LENDER CONSENT — STANDISH NATIONAL BANK
4.1 | Lender Consent Request Letter — Quorum to Standish National Bank, N.A. | Letter from Quorum to Philip Yardley (Relationship Manager) at Standish National Bank, N.A. (280 Congress Street, Boston, MA 02210), requesting consent under Section 7.12(b) of the Amended and Restated Credit Agreement dated June 15, 2021, for entry into the $60,000,000 MDLA. The $60M license value exceeds the $25,000,000 IP license covenant threshold by $35,000,000 (240% of threshold). | Quorum | Marcus Weill | N/A | Pending — Draft prepared Nov. 2022; follow-up letter drafted Feb. 2023; consent not yet obtained | Standish revolving credit facility: $1,200,000,000. Covenant: Section 7.12(b) — no IP license >$25M aggregate value without prior written consent of Required Lenders.
4.2 | Lender Consent / Waiver — Standish National Bank, N.A. | Written consent from Standish National Bank, N.A. (as Administrative Agent and on behalf of Required Lenders), waiving Section 7.12(b) solely with respect to the MDLA with Meridian. | Standish | Marcus Weill | N/A | Pending — Draft form prepared Dec. 2022; not yet submitted for execution pending resolution of MDLA commercial terms | Structuring alternatives analyzed (Nov. 2022 memo by Marcus Weill / Nathaniel Bower); direct lender consent deemed most prudent path.
V. INSURANCE CERTIFICATES
5.1 | Certificate of Insurance — Quorum (CGL) | Evidence of Quorum's commercial general liability coverage meeting MDLA minimum of $5,000,000 per occurrence. | Quorum | Marcus Weill | N/A | Pending
5.2 | Certificate of Insurance — Quorum (Cyber Liability) | Evidence of Quorum's cyber liability coverage meeting MDLA minimum of $50,000,000 aggregate. | Quorum | Marcus Weill | N/A | Pending
5.3 | Certificate of Insurance — Meridian (CGL) | Evidence of Meridian's commercial general liability coverage meeting MDLA minimum of $5,000,000 per occurrence. | Meridian | N/A | Graham Whitley (Kessler Pruitt & Ashe LLP) | Pending
5.4 | Certificate of Insurance — Meridian (Cyber / Technology E&O) | Evidence of Meridian's cyber/technology errors & omissions coverage meeting MDLA minimum of $25,000,000 aggregate. | Meridian | N/A | Graham Whitley (Kessler Pruitt & Ashe LLP) | Pending
VI. SECURITY & COMPLIANCE CERTIFICATIONS
6.1 | Meridian SOC 2 Type II Report (Current) | Current SOC 2 Type II report for Meridian Credit intelligence, Inc. Most recent report issued by Galloway Nash LLP, period ending March 31, 2023. | Meridian | David Cartwright | Nina Chastain (Kessler Pruitt & Ashe LLP) | Pending — To be updated to cover period closer to closing date | Meridian also required to maintain ISO 27001 certification per DSA.
6.2 | Meridian ISO 27001 Certification (Current) | Current ISO 27001 certification for Meridian's data hosting and processing environment. | Meridian | David Cartwright | Nina Chastain (Kessler Pruitt & Ashe LLP) | Pending
6.3 | Quorum SOC 2 Type II Report (Current) | Current SOC 2 Type II report for Quorum Insurance Holdings Corp. Most recent report issued by Felton Thorpe & Co. LLP, period ending December 31, 2023. | Quorum | David Cartwright | N/A | Pending — To be confirmed current as of closing
VII. CLOSING CERTIFICATES & DELIVERABLES
7.1 | Bring-Down Certificate — Quorum | Certificate executed by authorized officer of Quorum certifying that representations and warranties remain true and correct as of closing date and no material adverse change has occurred since date of MDLA. | Quorum | Marcus Weill | N/A | Pending — Template prepared
7.2 | Bring-Down Certificate — Meridian | Certificate executed by authorized officer of Meridian certifying that representations and warranties remain true and correct as of closing date. | Meridian | N/A | Graham Whitley (Kessler Pruitt & Ashe LLP) | Pending — Not yet drafted
7.3 | Signature Pages — MDLA | Executed signature pages for the Master Data License Agreement. Signature blocks for Quorum Insurance Holdings Corp. and Meridian Credit intelligence, Inc. | Both Parties | Omar Siddiqui | Derek Fontaine (Kessler Pruitt & Ashe LLP) | Pending — Templates prepared
7.4 | Signature Pages — DSA | Executed signature pages for the Data Security Addendum. | Both Parties | Omar Siddiqui | Derek Fontaine (Kessler Pruitt & Ashe LLP) | Pending — Templates prepared
7.5 | Signature Pages — SLA | Executed signature pages for the Service Level Agreement. | Both Parties | Omar Siddiqui | Derek Fontaine (Kessler Pruitt & Ashe LLP) | Pending — Templates prepared
VIII. PAYMENT / FINANCIAL DELIVERABLES
8.1 | Implementation Fee Payment | One-time implementation/integration fee of $1,500,000 payable by Quorum to Meridian (outside the $60M license value); billed separately. | Quorum | Marcus Weill | N/A | Pending | Payment due upon execution of MDLA (per draft terms).
8.2 | Year 1 / Q1 License Fee Payment | First quarterly installment of Year 1 license fee: $2,700,000 ($10,800,000 ÷ 4), payable in advance. | Quorum | Marcus Weill | N/A | Pending | Late payment interest: 1.5% per month (18% per annum) on overdue amounts.
IX. MISCELLANEOUS
9.1 | Good Standing Certificate — Quorum (Delaware) | Certificate of good standing for Quorum Insurance Holdings Corp. from the Delaware Secretary of State (DE Entity File No. 7234819). | Quorum | Marcus Weill | N/A | Pending
9.2 | Good Standing Certificate — Meridian (Georgia) | Certificate of good standing for Meridian Credit intelligence, Inc. from the Georgia Secretary of State (GA Control No. 22049371). | Meridian | N/A | Graham Whitley (Kessler Pruitt & Ashe LLP) | Pending
9.3 | Mutual NDA Confirmation | Confirmation that the Mutual Non-Disclosure Agreement (Ref. No. NDA-QIH-MCI-2022-001, dated August 15, 2022) remains in full force and effect and is not superseded by MDLA confidentiality provisions (or, if superseded, express identification of surviving provisions). | Both Parties | Wendy Schultz | Nina Chastain (Kessler Pruitt & Ashe LLP) | Pending | NDA governed by New York law.
9.4 | 23 NYCRR 500 Compliance Confirmation — Quorum | Confirmation that Quorum's receipt and processing of Meridian data complies with NY DFS Cybersecurity Regulation (23 NYCRR 500), including third-party service provider oversight requirements. | Quorum | David Cartwright | N/A | Pending | Applicable to Quorum's insurance operations in New York.

[sheet: Cover Sheet]

I. PRINCIPAL TRANSACTION AGREEMENTS

V. INSURANCE CERTIFICATES

VI. SECURITY & COMPLIANCE CERTIFICATIONS

VII. CLOSING CERTIFICATES & DELIVERABLES

VIII. PAYMENT / FINANCIAL DELIVERABLES

IX. MISCELLANEOUS

Record

Parties

Dates

Amounts