| CP No. | Category | Condition Precedent Description | MDLA Section Reference | Responsible Party | Quorum Internal Owner | C&H Team Member Assigned | Required Deliverable / Evidence | Third Party Involved | Target Completion Date | Status | Status Date | Notes / Comments |
| 1 | Lender Consent | Receipt of written consent or waiver from Standish National Bank, N.A. (as Administrative Agent and on behalf of Required Lenders) under Section 7.12(b) of the Amended and Restated Credit Agreement, dated June 15, 2021, among Quorum Insurance Holdings Corp., the Lenders party thereto, and Standish National Bank, N.A., as Administrative Agent, consenting to Quorum's entry into the MDLA with Meridian Credit intelligence, Inc. The $60,000,000 aggregate license value exceeds the $25,000,000 IP license threshold in Section 7.12(b) by $35,000,000 (240% of threshold). | Art. [X] — Conditions Precedent | Quorum | Gregory Stahl, VP Legal Affairs | Marcus Weill | Executed Lender Consent/Waiver letter from Standish National Bank, N.A., addressed to Quorum; draft consent request letter transmitted to Philip Yardley (Relationship Manager, Standish) in November 2022; follow-up letter sent February 2023 | Standish National Bank, N.A. (Philip Yardley, Relationship Manager); 280 Congress Street, Boston, MA 02210 | Outstanding | 2024-01-08 | Consent request submitted Nov. 2022; follow-up sent Feb. 2023. Standish revolver size: $1,200,000,000. Negotiations dormant since Nov. 17, 2023; consent timing dependent on MDLA finalization. Marcus Weill and Nathaniel Bower analyzed structuring alternatives to mitigate covenant trigger (Nov. 2022 memo) and concluded direct consent is most prudent path. |
| 2 | Corporate Authorization | Approval by the Board of Directors of Quorum Insurance Holdings Corp. (Harrison Kimble, Board Chair) authorizing execution and delivery of the MDLA and all ancillary transaction documents, and designating authorized signatories. | Art. [X] — Conditions Precedent | Quorum | Carolyn Whitford, General Counsel & EVP | Marcus Weill | Certified copy of Board Resolution authorizing MDLA execution (draft prepared for future use) | N/A | Outstanding | 2024-01-08 | Draft board resolution prepared by Marcus Weill; held pending resolution of open negotiation issues (MFN, derived-data rights, dispute resolution). Board action to be scheduled once definitive MDLA terms are agreed. |
| 3 | Closing Deliverables | Delivery of Officer's Certificate by an authorized officer of Quorum Insurance Holdings Corp. certifying truth and accuracy of representations and warranties, satisfaction of conditions precedent, absence of material adverse change, and incumbency of authorized signatories. | Art. [X] — Conditions Precedent | Quorum | Carolyn Whitford, General Counsel & EVP | Marcus Weill | Executed Officer's Certificate (draft template prepared for future use) | N/A | Outstanding | 2024-01-08 | Template drafted by Marcus Weill. To be finalized and executed at closing. |
| 4 | Closing Deliverables | Delivery of Secretary's Certificate by the Secretary of Quorum Insurance Holdings Corp. attaching certified copies of (a) Board Resolution, (b) Certificate of Incorporation (Delaware, Entity File No. 7234819), (c) Bylaws, and (d) incumbency information for authorized signatories. | Art. [X] — Conditions Precedent | Quorum | Carolyn Whitford, General Counsel & EVP | Marcus Weill | Executed Secretary's Certificate with certified attachments | National Registered Agents of Delaware, Inc. (registered agent: 1209 Orange Street, Wilmington, DE 19801) | Outstanding | 2024-01-08 | Template prepared by Marcus Weill. Delaware good standing certificate to be obtained at closing. |
| 5 | Transaction Documents | Execution and delivery by both parties of the Master Data License Agreement (MDLA) in final, agreed form. | N/A (the agreement itself) | Both | Gregory Stahl, VP Legal Affairs | Wendy Schultz | Fully executed MDLA; signature pages prepared by Omar Siddiqui | Kessler Pruitt & Ashe LLP (Graham Whitley, Lead Partner — Meridian's outside counsel; 1180 Peachtree Street NE, Suite 3000, Atlanta, GA 30309) | Outstanding | 2024-01-08 | Negotiations dormant since Nov. 17, 2023. Key unresolved issues: most favored nation pricing clause (Meridian categorically refused; Quorum proposed pricing audit right fallback on Sep. 15, 2023); Derived Data ownership and commercialization rights (Meridian demands perpetual license-back, 15% revenue share, 'sufficient transformation' standard with sole discretion; Quorum demands full ownership, unrestricted commercialization, no license-back); dispute resolution (Quorum: exclusive court jurisdiction SDNY/NY Supreme Court Commercial Division; Meridian: binding AAA arbitration); post-termination Derived Data treatment (disputed). Third redline (Jul. 2023) reflects partial progress on SLA/delivery terms only. |
| 6 | Transaction Documents | Execution and delivery by both parties of the Data Security Addendum (DSA) to the MDLA. | MDLA Art. [X] — Data Security | Both | Gregory Stahl, VP Legal Affairs; Claudia Reeves, VP Regulatory & Compliance | David Cartwright / Lisa Johannsen | Fully executed DSA; initial draft prepared Jan. 2023; C&H redline response to KP&A comments delivered Mar. 2023 | N/A | Outstanding | 2024-01-08 | DSA covers SOC 2 Type II and ISO 27001 certifications, encryption standards, access controls, penetration testing, 48-hour data-breach notification obligation, incident response procedures, and audit rights. Open items from KP&A counter: scope of audit rights, sub-processor notification, breach remediation obligations. |
| 7 | Transaction Documents | Execution and delivery by both parties of the Service Level Agreement (SLA) schedule to the MDLA. | MDLA Art. [X] — Service Levels | Both | Priya Nair, Director Data Engineering | Patricia Heng / Omar Siddiqui | Fully executed SLA schedule; C&H proposed schedule prepared Jan. 2023; C&H redline of Meridian counter delivered Apr. 2023 | N/A | Outstanding | 2024-01-08 | SLA establishes 99.9% monthly uptime, latency standards for real-time API, data-delivery windows for SFTP batch feeds (daily/weekly), service credits for failures, escalation procedures, and force majeure provisions. Note: Meridian's Oct. 10, 2023 counter offered 'most favored terms' (SLA-only, no pricing), which Quorum rejected Nov. 17, 2023. Substantive SLA terms largely agreed per Jul. 2023 issues tracker. |
| 8 | Transaction Documents | Execution and delivery by both parties of Technical Schedule A (Data Delivery Specifications) to the MDLA. | MDLA Schedule A | Both | Priya Nair, Director Data Engineering; Rajesh Anand, Chief Data Officer | Omar Siddiqui | Fully executed Technical Schedule A; C&H draft prepared Feb. 2023 with input from Priya Nair | N/A | Outstanding | 2024-01-08 | Specifies: MCI Consumer Credit File™ (~310M consumer records, daily batch + real-time REST API via SFTP); MCI CommercialView™ (~42M business records, weekly batch via SFTP); MCI AltSignal™ (~85M consumer alt-data records, daily batch via SFTP). Base tier: 500M records/month combined; overage rate: $0.003/record above base. Current estimated monthly volume: ~437M records (87.4% of base tier). Comments exchanged between Omar Siddiqui and Derek Fontaine (KP&A) Mar. 2023. |
| 9 | Transaction Documents | Execution and delivery by both parties of the Data Processing Agreement (DPA) (CCPA/CPRA compliance). | MDLA Art. [X] — Privacy | Both | Claudia Reeves, VP Regulatory & Compliance | Lisa Johannsen | Fully executed DPA; C&H draft prepared Mar. 2023 | N/A | Outstanding | 2024-01-08 | DPA addresses CCPA/CPRA service-provider and contractor requirements, purpose limitations, sale/sharing restrictions, consumer rights facilitation, and de-identification standards for Quorum's processing of consumer personal information received from Meridian. |
| 10 | Regulatory/Compliance | Delivery by Quorum of FCRA Permissible Purpose Certification schedule, certifying applicable permissible purpose categories (insurance underwriting, account review) for accessing Meridian's consumer credit information. | MDLA Schedule [X] — FCRA Certification | Quorum | Claudia Reeves, VP Regulatory & Compliance | Lisa Johannsen | Executed FCRA Permissible Purpose Certification (draft schedule prepared Feb. 2023) | N/A | Outstanding | 2024-01-08 | Required under FCRA for Quorum's access to MCI Consumer Credit File™ data. Draft prepared by Lisa Johannsen; final form subject to MDLA execution. |
| 11 | Regulatory/Compliance | Delivery by Meridian of current SOC 2 Type II report confirming compliance with security and availability trust service criteria. | MDLA Art. [X] — Data Security / DSA | Meridian | Gregory Stahl, VP Legal Affairs | David Cartwright | Copy of Meridian's SOC 2 Type II report (most recent: issued by Galloway Nash LLP, period ending March 31, 2023) | Galloway Nash LLP (Meridian's external auditor; 191 Peachtree Street NE, Suite 4000, Atlanta, GA 30303) | Outstanding | 2024-01-08 | Meridian also required to hold ISO 27001 certification. Report to be no more than 12 months old at closing. Galloway Nash LLP is Meridian's external auditor. |
| 12 | Regulatory/Compliance | Delivery by Quorum of current SOC 2 Type II report confirming compliance with security and availability trust service criteria. | MDLA Art. [X] — Data Security / DSA | Quorum | Claudia Reeves, VP Regulatory & Compliance | David Cartwright | Copy of Quorum's SOC 2 Type II report (most recent: issued by Felton Thorpe & Co. LLP, period ending December 31, 2023) | Felton Thorpe & Co. LLP (Quorum's external auditor; 185 Asylum Street, Hartford, CT 06103) | Outstanding | 2024-01-08 | Report to be no more than 12 months old at closing. |
| 13 | Insurance | Delivery by Meridian of certificates of insurance evidencing: (a) commercial general liability coverage of not less than $5,000,000 per occurrence; and (b) cyber/technology errors & omissions coverage of not less than $25,000,000 aggregate. | MDLA Art. [X] — Insurance | Meridian | Gregory Stahl, VP Legal Affairs | Marcus Weill | Insurance certificates from Meridian's carriers meeting MDLA minimum requirements | N/A | Outstanding | 2024-01-08 | Carrier names and policy numbers to be confirmed upon receipt. |
| 14 | Insurance | Delivery by Quorum of certificates of insurance evidencing: (a) commercial general liability coverage of not less than $5,000,000 per occurrence; and (b) cyber liability coverage of not less than $50,000,000 aggregate. | MDLA Art. [X] — Insurance | Quorum | Claudia Reeves, VP Regulatory & Compliance | Marcus Weill | Insurance certificates from Quorum's carriers meeting MDLA minimum requirements | N/A | Outstanding | 2024-01-08 | Carrier names and policy numbers to be confirmed upon receipt. |
| 15 | Transaction Documents | If applicable, execution and delivery of the Derived Data Commercialization Protocol (Appendix to MDLA Article VII), establishing objective criteria for determining when Derived Data is sufficiently transformed and de-identified for third-party commercialization. | MDLA Art. VII / Appendix | Both | Rajesh Anand, Chief Data Officer; Gregory Stahl, VP Legal Affairs | Wendy Schultz / Omar Siddiqui | Fully executed Derived Data Commercialization Protocol | N/A | Outstanding | 2024-01-08 | Draft prepared by Wendy Schultz and Omar Siddiqui Jun. 2023. This deliverable is contingent on resolution of the Derived Data rights impasse: Quorum demands full ownership with unrestricted commercialization (protecting QuorumScore™, USPTO application Serial No. 97/482,116, projected $40–50M B2B revenue by 2027); Meridian demands perpetual royalty-free license-back, 15% net revenue share, and sole-discretion 'sufficient transformation' standard. Quorum's Jun. 2023 compromise framework proposes objective jointly agreed standard (no sole discretion), no license-back, no revenue share, with explicit QuorumScore™ carve-out. Unresolved. |
| 16 | Closing Deliverables | Delivery of Bring-Down Certificate by an authorized officer of Quorum Insurance Holdings Corp. certifying that representations and warranties remain true and correct as of the closing date and that no material adverse change has occurred since the date of the MDLA. | Art. [X] — Conditions Precedent | Quorum | Carolyn Whitford, General Counsel & EVP | Marcus Weill | Executed Bring-Down Certificate (form template prepared by Marcus Weill) | N/A | Outstanding | 2024-01-08 | Template drafted; to be dated and executed at closing. |
| 17 | Regulatory/Compliance | Confirmation of compliance with NY DFS Cybersecurity Regulation (23 NYCRR 500) requirements applicable to Quorum's receipt and processing of Meridian data, including third-party service provider oversight, encryption standards, and incident response obligations. | MDLA Art. [X] — Regulatory Compliance / DSA | Quorum | Claudia Reeves, VP Regulatory & Compliance | David Cartwright | Written compliance confirmation or certification from Quorum's CISO or Chief Compliance Officer | N/A | Outstanding | 2024-01-08 | David Cartwright prepared memo analyzing 23 NYCRR 500 requirements and recommended specific contractual provisions for the MDLA and DSA. |
| 18 | Transaction Documents | Payment by Quorum of the one-time implementation/integration fee of $1,500,000 to Meridian (billed separately and not included in the $60,000,000 aggregate license value). | MDLA Art. [X] — Fees and Payment | Quorum | Thomas Ng, VP Enterprise Procurement | Marcus Weill | Wire transfer confirmation or evidence of payment | N/A | Outstanding | 2024-01-08 | Implementation fee is a condition to commencement of data delivery and integration. Year 1 annual license fee: $10,800,000 ($2,700,000 quarterly in advance); Years 2–5: $12,300,000/year each ($3,075,000 quarterly in advance). Late payment interest: 1.5%/month (18%/yr). |
| 19 | Corporate Authorization | Delivery by Meridian Credit intelligence, Inc. (Georgia corporation, GA Control No. 22049371) of evidence of corporate authorization for execution of MDLA and ancillary documents (board or equivalent approval, including any required approvals from Breckenridge Capital Partners Fund IV, L.P. as majority owner holding 62.5%). | Art. [X] — Conditions Precedent | Meridian | Gregory Stahl, VP Legal Affairs (to request from counterparty) | Marcus Weill | Certified copy of Meridian board resolution or written consent; confirmation of any required Breckenridge consent | Breckenridge Capital Partners Fund IV, L.P. / Breckenridge Capital Management LLC (Elaine Drummond, Managing Partner; Caleb Rourke, Partner overseeing Meridian investment; 600 Lexington Avenue, 28th Floor, New York, NY 10022) | Outstanding | 2024-01-08 | Note: Meridian's board (influenced by Breckenridge and Whitmore Zanthor & Co. IPO concerns) resolved on Aug. 22, 2023 against granting MFN pricing or unrestricted derived-data rights. Any closing will require a superseding or modified board authorization consistent with final agreed terms. Arthur Pennington (Meridian GC) and Ben Overstreet (Meridian VP Legal) are counterparty legal contacts. |
| 20 | Closing Deliverables | Delivery by Meridian of an officer's certificate or equivalent closing certificate certifying truth and accuracy of Meridian's representations and warranties and satisfaction of Meridian's conditions precedent. | Art. [X] — Conditions Precedent | Meridian | Gregory Stahl, VP Legal Affairs (to request from counterparty) | Marcus Weill | Executed Meridian officer's certificate | N/A | Outstanding | 2024-01-08 | Form to be negotiated with Kessler Pruitt & Ashe LLP. |
| SUMMARY | Total CPs: 20 | Outstanding: 20 | In Progress: 0 | Complete: 0 | N/A: 0 |