1025-00008 · Quorum Insurance Holdings · Closing

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Calderwood & Harkness LLP

BRING-DOWN CERTIFICATE

Pursuant to the Master Data License Agreement

Delivered in connection with that certain Master Data License Agreement (the "MDLA"), dated as of [●], 20[●], by and between

Quorum Insurance Holdings Corp. a Delaware corporation ("Quorum" or the "Licensee")

and

Meridian Credit intelligence, Inc. a Georgia corporation ("Meridian" or the "Licensor")

INTRODUCTORY RECITALS

The undersigned, [●], hereby certifies as follows:

The undersigned is a duly authorized officer of Quorum Insurance Holdings Corp., a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware ("Quorum"). Quorum maintains its principal executive offices at 1200 Atlantic Street, Suite 3400, Stamford, Connecticut 06901. Quorum is registered with the Delaware Division of Corporations under Entity File Number 7234819 and holds Employer Identification Number 83-2147605 as assigned by the Internal Revenue Service. The common stock of Quorum is listed and publicly traded on The Nasdaq Stock Market LLC under the ticker symbol "QIHC."

This Bring-Down Certificate (this "Certificate") is being delivered by the undersigned on behalf of Quorum pursuant to Article [●] (Conditions Precedent to Closing) of that certain Master Data License Agreement, dated as of [●], 20[●] (the "MDLA"), entered into by and between Quorum and Meridian Credit intelligence, Inc., a corporation organized and existing under the laws of the State of Georgia, with its principal place of business at 3300 Peachtree Road NE, Suite 2100, Atlanta, Georgia 30326 (Georgia Secretary of State Control Number 22049371; Employer Identification Number 58-3891274) ("Meridian"). The delivery of this Certificate is a condition precedent to the obligation of Meridian to consummate the closing of the transactions contemplated by the MDLA (the "Closing").

The MDLA, together with the following ancillary agreements entered into or to be entered into in connection therewith, are referred to herein collectively as the "Transaction Documents":

(a) the Data Security Addendum, dated as of [●], 20[●], between Quorum and Meridian (the "DSA");

(b) the Data Processing Agreement, dated as of [●], 20[●], between Quorum and Meridian (the "DPA");

(d) Technical Schedule A (Data Delivery Specifications) attached to the MDLA (the "Technical Schedule"); and

(e) the FCRA Permissible Purpose Certification, dated as of [●], 20[●], executed by Quorum in favor of Meridian (the "FCRA Certification").

Capitalized terms used but not otherwise defined in this Certificate shall have the respective meanings ascribed to such terms in the MDLA, unless the context otherwise requires.

The undersigned is delivering this Certificate solely in his/her capacity as [Title] of Quorum Insurance Holdings Corp. and not in any personal or individual capacity, and the undersigned shall have no personal liability with respect to the certifications, representations, or statements set forth herein.

CERTIFICATIONS

The undersigned hereby certifies to Meridian as follows:

Section 1. Representations and Warranties Bring-Down.

Each of the representations and warranties made by Quorum in Article [●] (Representations and Warranties of the Licensee) of the MDLA is true and correct in all material respects as of the date hereof (the "Closing Date"), with the same force and effect as though each such representation and warranty had been made on and as of the Closing Date; provided, however, that those representations and warranties that by their express terms speak only as of a specific date or period shall be true and correct in all material respects only as of such specific date or period.

Without limiting the generality of the foregoing, and for the avoidance of doubt, the undersigned specifically certifies the continued truth and correctness, in all material respects, of each of the following representations and warranties as set forth in the MDLA, as of the Closing Date (or, where indicated, as of the date specified therein):

(a) Corporate Organization and Good Standing. Quorum is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to own, lease, and operate its properties and assets and to conduct its business as presently conducted. Quorum is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership, leasing, or operation of its properties makes such qualification or licensing necessary, except where the failure to be so qualified or licensed would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(b) Authority and Due Authorization. Quorum has all requisite corporate power and authority to enter into, execute, and deliver the MDLA and each of the other Transaction Documents to which it is a party and to perform its obligations thereunder. The execution, delivery, and performance of the MDLA and each other Transaction Document by Quorum have been duly and validly authorized by all necessary corporate action on the part of Quorum, including without limitation the resolutions of the Board of Directors of Quorum (Harrison Kimble, Board Chair, presiding) duly adopted at a meeting at which a quorum was present, or by unanimous written consent in lieu of a meeting, and no other corporate proceedings on the part of Quorum are necessary to authorize the execution, delivery, or performance of the MDLA or any other Transaction Document.

(c) No Conflicts. The execution, delivery, and performance by Quorum of the MDLA and each other Transaction Document to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (i) conflict with, violate, or result in any breach of any provision of the Amended and Restated Certificate of Incorporation or the Amended and Restated Bylaws of Quorum, each as currently in effect; (ii) conflict with, violate, or result in a breach or default under (or give rise to any right of termination, cancellation, acceleration, or loss of any benefit under), or require the consent, waiver, or approval of any person under, any material contract, agreement, instrument, permit, license, or authorization to which Quorum is a party or by which Quorum or any of its assets are bound, including without limitation that certain Amended and Restated Credit Agreement, dated as of June 15, 2021, among Quorum Insurance Holdings Corp., the Lenders party thereto from time to time, and Standish National Bank, N.A., as Administrative Agent (the "Credit Agreement") — it being acknowledged and certified by the undersigned that the required consent of the Required Lenders under Section 7.12(b) of the Credit Agreement has been duly obtained as further described in Section 5 of this Certificate; or (iii) conflict with or violate any law, statute, regulation, rule, judgment, order, decree, or governmental requirement applicable to Quorum or any of its properties or assets.

(d) Enforceability. Each of the MDLA and each other Transaction Document to which Quorum is a party has been duly executed and delivered by Quorum and constitutes (or, when executed and delivered, will constitute) a valid and binding obligation of Quorum, enforceable against Quorum in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws affecting creditors' rights generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

(e) Compliance with Applicable Laws and Regulations. Quorum is in compliance in all material respects with all applicable laws, statutes, regulations, rules, orders, and governmental requirements applicable to its business, operations, and the transactions contemplated by the MDLA and the other Transaction Documents, including without limitation: (i) the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq., and the regulations promulgated thereunder ("FCRA"); (ii) Title V of the Gramm-Leach-Bliley Act, 15 U.S.C. § 6801 et seq., and the regulations promulgated thereunder ("GLBA"); (iii) the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020, Cal. Civ. Code § 1798.100 et seq. ("CCPA/CPRA"); (iv) applicable state insurance data-security statutes and regulations, including those modeled on the NAIC Insurance Data Security Model Law; and (v) the New York State Department of Financial Services Cybersecurity Requirements for Financial Services Companies, 23 NYCRR Part 500.

(f) No Litigation or Proceedings. There is no action, suit, proceeding, claim, investigation, or inquiry pending or, to the knowledge of Quorum, threatened against Quorum before any court, arbitral tribunal, governmental authority, or regulatory body that would reasonably be expected to materially impair Quorum's ability to perform its obligations under the MDLA or the Transaction Documents, as further described in Section 4 of this Certificate.

(g) Insurance Coverage. Quorum maintains in full force and effect insurance coverage meeting or exceeding the minimums required under the MDLA, including without limitation: (i) commercial general liability insurance with a per-occurrence limit of not less than Five Million Dollars ($5,000,000); and (ii) cyber liability insurance (including technology errors and omissions, network security and privacy liability, and data breach response coverage) with an aggregate limit of not less than Fifty Million Dollars ($50,000,000), as further described in Section 6 of this Certificate.

(h) SOC 2 Type II Certification. Quorum holds a current Service Organization Control (SOC) 2 Type II report, issued by Felton Thorpe & Co. LLP, for the examination period ending December 31, 2023 (or, if a more recent report has been issued, the most recent examination period), covering the Trust Services Criteria applicable to Quorum's systems and infrastructure relevant to the receipt, processing, storage, and use of the Licensed Data (as defined in the MDLA), and such report does not contain any qualified or adverse opinions or identify any material deficiencies in Quorum's controls.

(i) FCRA Permissible Purpose. The FCRA Permissible Purpose Certification executed and delivered by Quorum in connection with the MDLA remains true, correct, and complete in all material respects as of the Closing Date, and Quorum has a permissible purpose under Section 604 of FCRA (15 U.S.C. § 1681b) for each use of consumer credit data contemplated by the MDLA.

(j) Data-Usage Representations. The representations made by Quorum in the MDLA regarding its intended use of the Licensed Data remain true and correct in all material respects. Without limiting the foregoing, Quorum confirms that the Licensed Data will be used solely for the following purposes as disclosed to, and approved by, Meridian: (i) the development, training, validation, and deployment of automated underwriting models across property and casualty, life, and specialty insurance lines of business; (ii) claims-fraud detection algorithms and related analytics; and (iii) customer propensity scoring and segmentation analyses, in each case in accordance with and subject to the use restrictions, data governance requirements, and other limitations set forth in the MDLA and the Transaction Documents.

Section 2. Covenants Compliance.

Quorum has duly performed and complied, in all material respects, with all covenants, agreements, and obligations required to be performed or complied with by Quorum under the MDLA and the other Transaction Documents on or prior to the Closing Date.

Without limiting the generality of the foregoing, the undersigned specifically certifies that, on or prior to the Closing Date, Quorum has performed or complied with each of the following pre-closing covenants and obligations:

(a) Board Resolution. Quorum has caused to be adopted resolutions of the Board of Directors of Quorum authorizing the execution, delivery, and performance of the MDLA and the Transaction Documents, and a certified copy of such resolutions has been delivered to Meridian as part of the Secretary's Certificate described in clause (c) below.

(b) Officer's Certificate. Quorum has caused to be executed and delivered to Meridian the Officer's Certificate required under Article [●] of the MDLA, duly executed by a duly authorized officer of Quorum, certifying as to such matters as are required thereunder.

(c) Secretary's Certificate. Quorum has caused to be executed and delivered to Meridian the Secretary's Certificate required under Article [●] of the MDLA, executed by the Secretary or an Assistant Secretary of Quorum, attaching thereto true, correct, and complete copies of: (i) the Amended and Restated Certificate of Incorporation of Quorum, as currently in effect; (ii) the Amended and Restated Bylaws of Quorum, as currently in effect; (iii) the resolutions of the Board of Directors of Quorum authorizing the execution, delivery, and performance of the MDLA and the Transaction Documents; and (iv) a certificate of incumbency identifying the name, title, and specimen signature of each officer of Quorum authorized to execute and deliver the MDLA, the Transaction Documents, and any other documents or certificates delivered in connection therewith.

(d) Execution and Delivery of Ancillary Agreements. Quorum has duly executed and delivered to Meridian each of the following Transaction Documents, each in the form agreed to by the parties: (i) the Data Security Addendum (DSA); (ii) the Data Processing Agreement (DPA); (iii) the Service Level Agreement (SLA); (iv) Technical Schedule A (Data Delivery Specifications); and (v) the FCRA Permissible Purpose Certification.

(e) Lender Consent. Quorum has obtained the prior written consent of the Required Lenders (as defined in the Credit Agreement) under Section 7.12(b) of the Credit Agreement, permitting Quorum to enter into the MDLA and the other Transaction Documents, the aggregate license value of which (approximately Sixty Million Dollars ($60,000,000) over the five-year initial term) exceeds the Twenty-Five Million Dollar ($25,000,000) intellectual property license covenant threshold set forth in Section 7.12(b) of the Credit Agreement. A true and correct copy of such lender consent has been delivered to Meridian as further described in Section 5 of this Certificate.

(f) Insurance Coverage. Quorum has obtained and maintains in full force and effect insurance coverage meeting the minimum requirements set forth in the MDLA, including commercial general liability and cyber liability insurance at the coverage levels specified in Section 6 of this Certificate, and certificates of insurance evidencing such coverages have been delivered (or are being delivered concurrently herewith) to Meridian.

(g) Implementation/Integration Fee. Quorum has remitted to Meridian the one-time implementation and integration fee of One Million Five Hundred Thousand Dollars ($1,500,000) in immediately available funds by wire transfer to the account designated by Meridian, such payment being a condition precedent to the Closing under Article [●] of the MDLA.

Section 3. No Material Adverse Change.

The undersigned hereby certifies that, since the date of the MDLA through and including the Closing Date, no event, circumstance, change, effect, development, occurrence, or condition has occurred or arisen that, individually or in the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect on Quorum.

For purposes of this Certificate, "Material Adverse Effect" has the meaning ascribed to such term in the MDLA, which encompasses any material adverse change in, or material adverse effect on: (a) the business, assets, properties, liabilities, financial condition, or results of operations of Quorum and its subsidiaries, taken as a whole; (b) the ability of Quorum to perform, in any material respect, its obligations under the MDLA or any of the other Transaction Documents; or (c) the validity or enforceability of the MDLA or any Transaction Document, or the rights and remedies of Meridian thereunder.

Notwithstanding the foregoing, the following shall not be taken into account in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur, except to the extent such event, circumstance, change, effect, or condition disproportionately affects Quorum and its subsidiaries, taken as a whole, relative to other participants in the insurance industry:

(i) changes in general economic, financial, or market conditions (including changes in prevailing interest rates, credit markets, equity markets, or currency exchange rates);

(ii) changes in applicable law, statute, regulation, rule, or governmental requirement, or in the interpretation or enforcement thereof by any governmental authority, including without limitation changes in insurance regulatory requirements at the state or federal level;

(iii) changes, effects, or conditions generally affecting the insurance industry, the data analytics industry, or the financial services industry; and

(iv) any change, effect, or condition resulting from the public announcement or pendency of the transactions contemplated by the MDLA, including any loss of, or adverse change in, the relationship of Quorum with any customer, supplier, distributor, employee, or other business partner attributable to the announcement of the MDLA.

Section 4. No Proceedings.

The undersigned hereby certifies that, as of the Closing Date, no action, suit, proceeding, claim, investigation, or inquiry is pending or, to the knowledge of the undersigned (after due inquiry), threatened against Quorum or any of its subsidiaries before any court, arbitral tribunal, governmental authority, regulatory body, or self-regulatory organization that:

(a) challenges or seeks to restrain, enjoin, delay, prevent, or prohibit the consummation of the transactions contemplated by the MDLA or the other Transaction Documents, or seeks damages in connection therewith or with any of the certifications contained herein;

(b) would reasonably be expected to materially impair Quorum's ability to perform its obligations under the MDLA or any of the other Transaction Documents, including without limitation its obligations with respect to data security, data governance, use restrictions, fee payment, or compliance with the SLA; or

(c) relates to, or would reasonably be expected to adversely affect, Quorum's rights to access, receive, use, process, store, or otherwise handle consumer or commercial credit data, credit scores, credit reports, or related information as contemplated by the MDLA, including without limitation any enforcement action, civil investigative demand, complaint, or proceeding brought by or on behalf of the Consumer Financial Protection Bureau, the Federal Trade Commission, any state attorney general, any state department of insurance, or any other governmental authority under FCRA, GLBA, CCPA/CPRA, 23 NYCRR Part 500, or any other applicable data privacy, data security, or consumer protection law, statute, or regulation.

Section 5. Lender Consent Confirmation.

The undersigned hereby specifically certifies that Quorum has obtained the prior written consent of the Required Lenders (as such term is defined in Section 1.01 of the Credit Agreement) pursuant to Section 7.12(b) of the Amended and Restated Credit Agreement, dated as of June 15, 2021, among Quorum Insurance Holdings Corp., as Borrower, the Lenders party thereto from time to time, and Standish National Bank, N.A., as Administrative Agent (the "Credit Agreement"), permitting Quorum to enter into the MDLA and the other Transaction Documents.

A true, correct, and complete copy of such lender consent (the "Lender Consent Letter") has been delivered to Meridian and is attached hereto as Exhibit A. The Lender Consent Letter is in full force and effect as of the Closing Date and has not been revoked, amended, modified, or withdrawn.

The undersigned further certifies that the Lender Consent Letter covers and authorizes the full Sixty Million Dollar ($60,000,000) aggregate license value of the MDLA over the five-year initial term, which exceeds the Twenty-Five Million Dollar ($25,000,000) intellectual property license covenant threshold set forth in Section 7.12(b) of the Credit Agreement, and that no further consent, waiver, or approval of the Required Lenders, the Administrative Agent, or any other person under the Credit Agreement is required in connection with the entry into, or performance by Quorum of its obligations under, the MDLA or any other Transaction Document.

Section 6. Insurance Certification.

The undersigned hereby certifies that, as of the Closing Date, the following insurance coverages are in full force and effect with respect to Quorum and will remain in full force and effect throughout the term of the MDLA (including any renewal terms), in each case meeting or exceeding the minimum coverage requirements set forth in Article [●] of the MDLA:

(a) Commercial General Liability Insurance. Quorum maintains commercial general liability insurance with one or more nationally recognized insurance carriers rated "A-" (Excellent) or better by A.M. Best Company, providing coverage in an amount of not less than Five Million Dollars ($5,000,000) per occurrence, including coverage for bodily injury, property damage, personal and advertising injury, products-completed operations, and contractual liability.

(b) Cyber Liability Insurance. Quorum maintains cyber liability insurance (including technology errors and omissions, network security and privacy liability, data breach response, regulatory defense and penalties, and media liability coverage) with one or more nationally recognized insurance carriers rated "A-" (Excellent) or better by A.M. Best Company, providing coverage in an aggregate amount of not less than Fifty Million Dollars ($50,000,000).

Certificates of insurance evidencing the foregoing coverages, including endorsements naming Meridian Credit intelligence, Inc. as an additional insured to the extent required by the MDLA, have been delivered to Meridian (or are being delivered concurrently herewith) and are attached hereto as Exhibit B.

Section 7. Incumbency and Authority.

The undersigned hereby certifies that the undersigned is a duly elected and currently serving officer of Quorum Insurance Holdings Corp., holding the title of [●], and is fully authorized to execute and deliver this Certificate on behalf of Quorum. Such authority derives from, and is evidenced by, the resolutions of the Board of Directors of Quorum duly adopted on [●], 20[●], a true, correct, and complete copy of which has been delivered to Meridian as part of the Secretary's Certificate referenced in Section 2(c) of this Certificate.

The undersigned further certifies that he/she has made such due inquiry and investigation as he/she has deemed necessary and appropriate to make the certifications contained herein, including without limitation consultation with legal counsel, review of relevant corporate records and documents, review of applicable insurance policies and certificates, and inquiry of other officers, directors, and employees of Quorum with knowledge of the matters certified herein.

Section 8. Reliance.

The undersigned acknowledges and agrees that Meridian Credit intelligence, Inc. is relying upon the truth, accuracy, and completeness of the certifications, representations, and statements contained in this Certificate as a material condition to the closing of the transactions contemplated by the MDLA. The undersigned further acknowledges that Meridian would not consummate the Closing without receipt of this Certificate and its entitlement to rely upon the certifications set forth herein.

This Certificate is delivered pursuant to Article [●] of the MDLA and constitutes a "Bring-Down Certificate" as such term is defined and used in the MDLA. The delivery of this Certificate shall not limit, diminish, or otherwise affect any of Meridian's rights under the MDLA or any other Transaction Document, including without limitation any rights arising from the representations, warranties, covenants, or indemnification obligations of Quorum set forth therein.

Section 9. Governing Law.

This Bring-Down Certificate shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

[Signature Page Follows]

[Signature Page to Bring-Down Certificate]

IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Bring-Down Certificate as of [●], 20[●].

QUORUM INSURANCE HOLDINGS CORP.

By: ________

Name: [●]

Title: [●]

Date: [●], 20[●]

LIST OF EXHIBITS

The following exhibits are attached hereto and incorporated herein by reference:

Exhibit A — Copy of Standish National Bank, N.A. Lender Consent Letter (consent and waiver under Section 7.12(b) of the Amended and Restated Credit Agreement, dated as of June 15, 2021)

Exhibit B — Certificates of Insurance evidencing required coverage minimums (commercial general liability and cyber liability insurance)

EXHIBIT A

[LENDER CONSENT LETTER]

[To Be Attached]

EXHIBIT B

[CERTIFICATES OF INSURANCE]

[To Be Attached]

DOCUMENT METADATA

Note: This template form is subject to revision upon finalization of the MDLA and resolution of all open negotiation points, including without limitation the treatment of derived data and derivative works post-termination, the dispute resolution mechanism (arbitration vs. litigation), and the allocation of liability for regulatory fines and penalties. This form should not be circulated to the client or counterparty until all such open items have been resolved and counsel has confirmed the final form of the MDLA.

Field	Detail
Document Title	Form of Bring-Down Certificate
Prepared By	Marcus Weill, Associate, Corporate/Commercial, Calderwood & Harkness LLP
C&H Matter No.	1025-00008
Document Status	Template — For Execution at Closing
Governing Agreement	Master Data License Agreement between Quorum Insurance Holdings Corp. and Meridian Credit intelligence, Inc.
Parties	Quorum Insurance Holdings Corp. (Licensee) / Meridian Credit intelligence, Inc. (Licensor)
Instructions	All bracketed fields ([●]) to be completed prior to execution. Exhibits A and B to be attached at or prior to Closing.

Calderwood & Harkness LLP | C&H Matter No. 1025-00008 Prepared by: Marcus Weill, Associate, Corporate/Commercial Template — For Execution at Closing; All Bracketed Fields to Be Completed Prior to Execution
BRING-DOWN CERTIFICATE
Pursuant to the Master Data License Agreement
Delivered in connection with that certain Master Data License Agreement (the "MDLA"), dated as of [●], 20[●], by and between
Quorum Insurance Holdings Corp. a Delaware corporation ("Quorum" or the "Licensee")
and
Meridian Credit intelligence, Inc. a Georgia corporation ("Meridian" or the "Licensor")
INTRODUCTORY RECITALS
The undersigned, [●], hereby certifies as follows:
The undersigned is a duly authorized officer of Quorum Insurance Holdings Corp., a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware ("Quorum"). Quorum maintains its principal executive offices at 1200 Atlantic Street, Suite 3400, Stamford, Connecticut 06901. Quorum is registered with the Delaware Division of Corporations under Entity File Number 7234819 and holds Employer Identification Number 83-2147605 as assigned by the Internal Revenue Service. The common stock of Quorum is listed and publicly traded on The Nasdaq Stock Market LLC under the ticker symbol "QIHC."
This Bring-Down Certificate (this "Certificate") is being delivered by the undersigned on behalf of Quorum pursuant to Article [●] (Conditions Precedent to Closing) of that certain Master Data License Agreement, dated as of [●], 20[●] (the "MDLA"), entered into by and between Quorum and Meridian Credit intelligence, Inc., a corporation organized and existing under the laws of the State of Georgia, with its principal place of business at 3300 Peachtree Road NE, Suite 2100, Atlanta, Georgia 30326 (Georgia Secretary of State Control Number 22049371; Employer Identification Number 58-3891274) ("Meridian"). The delivery of this Certificate is a condition precedent to the obligation of Meridian to consummate the closing of the transactions contemplated by the MDLA (the "Closing").
The MDLA, together with the following ancillary agreements entered into or to be entered into in connection therewith, are referred to herein collectively as the "Transaction Documents":
(a) the Data Security Addendum, dated as of [●], 20[●], between Quorum and Meridian (the "DSA");
(b) the Data Processing Agreement, dated as of [●], 20[●], between Quorum and Meridian (the "DPA");
(c) the Service Level Agreement, dated as of [●], 20[●], between Quorum and Meridian (the "SLA");
(d) Technical Schedule A (Data Delivery Specifications) attached to the MDLA (the "Technical Schedule"); and
(e) the FCRA Permissible Purpose Certification, dated as of [●], 20[●], executed by Quorum in favor of Meridian (the "FCRA Certification").
Capitalized terms used but not otherwise defined in this Certificate shall have the respective meanings ascribed to such terms in the MDLA, unless the context otherwise requires.
The undersigned is delivering this Certificate solely in his/her capacity as [Title] of Quorum Insurance Holdings Corp. and not in any personal or individual capacity, and the undersigned shall have no personal liability with respect to the certifications, representations, or statements set forth herein.
CERTIFICATIONS
The undersigned hereby certifies to Meridian as follows:
Section 1. Representations and Warranties Bring-Down.
Each of the representations and warranties made by Quorum in Article [●] (Representations and Warranties of the Licensee) of the MDLA is true and correct in all material respects as of the date hereof (the "Closing Date"), with the same force and effect as though each such representation and warranty had been made on and as of the Closing Date; provided, however, that those representations and warranties that by their express terms speak only as of a specific date or period shall be true and correct in all material respects only as of such specific date or period.
Without limiting the generality of the foregoing, and for the avoidance of doubt, the undersigned specifically certifies the continued truth and correctness, in all material respects, of each of the following representations and warranties as set forth in the MDLA, as of the Closing Date (or, where indicated, as of the date specified therein):
(a) Corporate Organization and Good Standing. Quorum is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to own, lease, and operate its properties and assets and to conduct its business as presently conducted. Quorum is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership, leasing, or operation of its properties makes such qualification or licensing necessary, except where the failure to be so qualified or licensed would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(b) Authority and Due Authorization. Quorum has all requisite corporate power and authority to enter into, execute, and deliver the MDLA and each of the other Transaction Documents to which it is a party and to perform its obligations thereunder. The execution, delivery, and performance of the MDLA and each other Transaction Document by Quorum have been duly and validly authorized by all necessary corporate action on the part of Quorum, including without limitation the resolutions of the Board of Directors of Quorum (Harrison Kimble, Board Chair, presiding) duly adopted at a meeting at which a quorum was present, or by unanimous written consent in lieu of a meeting, and no other corporate proceedings on the part of Quorum are necessary to authorize the execution, delivery, or performance of the MDLA or any other Transaction Document.
(c) No Conflicts. The execution, delivery, and performance by Quorum of the MDLA and each other Transaction Document to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (i) conflict with, violate, or result in any breach of any provision of the Amended and Restated Certificate of Incorporation or the Amended and Restated Bylaws of Quorum, each as currently in effect; (ii) conflict with, violate, or result in a breach or default under (or give rise to any right of termination, cancellation, acceleration, or loss of any benefit under), or require the consent, waiver, or approval of any person under, any material contract, agreement, instrument, permit, license, or authorization to which Quorum is a party or by which Quorum or any of its assets are bound, including without limitation that certain Amended and Restated Credit Agreement, dated as of June 15, 2021, among Quorum Insurance Holdings Corp., the Lenders party thereto from time to time, and Standish National Bank, N.A., as Administrative Agent (the "Credit Agreement") — it being acknowledged and certified by the undersigned that the required consent of the Required Lenders under Section 7.12(b) of the Credit Agreement has been duly obtained as further described in Section 5 of this Certificate; or (iii) conflict with or violate any law, statute, regulation, rule, judgment, order, decree, or governmental requirement applicable to Quorum or any of its properties or assets.
(d) Enforceability. Each of the MDLA and each other Transaction Document to which Quorum is a party has been duly executed and delivered by Quorum and constitutes (or, when executed and delivered, will constitute) a valid and binding obligation of Quorum, enforceable against Quorum in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws affecting creditors' rights generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
(e) Compliance with Applicable Laws and Regulations. Quorum is in compliance in all material respects with all applicable laws, statutes, regulations, rules, orders, and governmental requirements applicable to its business, operations, and the transactions contemplated by the MDLA and the other Transaction Documents, including without limitation: (i) the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq., and the regulations promulgated thereunder ("FCRA"); (ii) Title V of the Gramm-Leach-Bliley Act, 15 U.S.C. § 6801 et seq., and the regulations promulgated thereunder ("GLBA"); (iii) the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020, Cal. Civ. Code § 1798.100 et seq. ("CCPA/CPRA"); (iv) applicable state insurance data-security statutes and regulations, including those modeled on the NAIC Insurance Data Security Model Law; and (v) the New York State Department of Financial Services Cybersecurity Requirements for Financial Services Companies, 23 NYCRR Part 500.
(f) No Litigation or Proceedings. There is no action, suit, proceeding, claim, investigation, or inquiry pending or, to the knowledge of Quorum, threatened against Quorum before any court, arbitral tribunal, governmental authority, or regulatory body that would reasonably be expected to materially impair Quorum's ability to perform its obligations under the MDLA or the Transaction Documents, as further described in Section 4 of this Certificate.
(g) Insurance Coverage. Quorum maintains in full force and effect insurance coverage meeting or exceeding the minimums required under the MDLA, including without limitation: (i) commercial general liability insurance with a per-occurrence limit of not less than Five Million Dollars ($5,000,000); and (ii) cyber liability insurance (including technology errors and omissions, network security and privacy liability, and data breach response coverage) with an aggregate limit of not less than Fifty Million Dollars ($50,000,000), as further described in Section 6 of this Certificate.
(h) SOC 2 Type II Certification. Quorum holds a current Service Organization Control (SOC) 2 Type II report, issued by Felton Thorpe & Co. LLP, for the examination period ending December 31, 2023 (or, if a more recent report has been issued, the most recent examination period), covering the Trust Services Criteria applicable to Quorum's systems and infrastructure relevant to the receipt, processing, storage, and use of the Licensed Data (as defined in the MDLA), and such report does not contain any qualified or adverse opinions or identify any material deficiencies in Quorum's controls.
(i) FCRA Permissible Purpose. The FCRA Permissible Purpose Certification executed and delivered by Quorum in connection with the MDLA remains true, correct, and complete in all material respects as of the Closing Date, and Quorum has a permissible purpose under Section 604 of FCRA (15 U.S.C. § 1681b) for each use of consumer credit data contemplated by the MDLA.
(j) Data-Usage Representations. The representations made by Quorum in the MDLA regarding its intended use of the Licensed Data remain true and correct in all material respects. Without limiting the foregoing, Quorum confirms that the Licensed Data will be used solely for the following purposes as disclosed to, and approved by, Meridian: (i) the development, training, validation, and deployment of automated underwriting models across property and casualty, life, and specialty insurance lines of business; (ii) claims-fraud detection algorithms and related analytics; and (iii) customer propensity scoring and segmentation analyses, in each case in accordance with and subject to the use restrictions, data governance requirements, and other limitations set forth in the MDLA and the Transaction Documents.
Section 2. Covenants Compliance.
Quorum has duly performed and complied, in all material respects, with all covenants, agreements, and obligations required to be performed or complied with by Quorum under the MDLA and the other Transaction Documents on or prior to the Closing Date.
Without limiting the generality of the foregoing, the undersigned specifically certifies that, on or prior to the Closing Date, Quorum has performed or complied with each of the following pre-closing covenants and obligations:
(a) Board Resolution. Quorum has caused to be adopted resolutions of the Board of Directors of Quorum authorizing the execution, delivery, and performance of the MDLA and the Transaction Documents, and a certified copy of such resolutions has been delivered to Meridian as part of the Secretary's Certificate described in clause (c) below.
(b) Officer's Certificate. Quorum has caused to be executed and delivered to Meridian the Officer's Certificate required under Article [●] of the MDLA, duly executed by a duly authorized officer of Quorum, certifying as to such matters as are required thereunder.
(c) Secretary's Certificate. Quorum has caused to be executed and delivered to Meridian the Secretary's Certificate required under Article [●] of the MDLA, executed by the Secretary or an Assistant Secretary of Quorum, attaching thereto true, correct, and complete copies of: (i) the Amended and Restated Certificate of Incorporation of Quorum, as currently in effect; (ii) the Amended and Restated Bylaws of Quorum, as currently in effect; (iii) the resolutions of the Board of Directors of Quorum authorizing the execution, delivery, and performance of the MDLA and the Transaction Documents; and (iv) a certificate of incumbency identifying the name, title, and specimen signature of each officer of Quorum authorized to execute and deliver the MDLA, the Transaction Documents, and any other documents or certificates delivered in connection therewith.
(d) Execution and Delivery of Ancillary Agreements. Quorum has duly executed and delivered to Meridian each of the following Transaction Documents, each in the form agreed to by the parties: (i) the Data Security Addendum (DSA); (ii) the Data Processing Agreement (DPA); (iii) the Service Level Agreement (SLA); (iv) Technical Schedule A (Data Delivery Specifications); and (v) the FCRA Permissible Purpose Certification.
(e) Lender Consent. Quorum has obtained the prior written consent of the Required Lenders (as defined in the Credit Agreement) under Section 7.12(b) of the Credit Agreement, permitting Quorum to enter into the MDLA and the other Transaction Documents, the aggregate license value of which (approximately Sixty Million Dollars ($60,000,000) over the five-year initial term) exceeds the Twenty-Five Million Dollar ($25,000,000) intellectual property license covenant threshold set forth in Section 7.12(b) of the Credit Agreement. A true and correct copy of such lender consent has been delivered to Meridian as further described in Section 5 of this Certificate.
(f) Insurance Coverage. Quorum has obtained and maintains in full force and effect insurance coverage meeting the minimum requirements set forth in the MDLA, including commercial general liability and cyber liability insurance at the coverage levels specified in Section 6 of this Certificate, and certificates of insurance evidencing such coverages have been delivered (or are being delivered concurrently herewith) to Meridian.
(g) Implementation/Integration Fee. Quorum has remitted to Meridian the one-time implementation and integration fee of One Million Five Hundred Thousand Dollars ($1,500,000) in immediately available funds by wire transfer to the account designated by Meridian, such payment being a condition precedent to the Closing under Article [●] of the MDLA.
Section 3. No Material Adverse Change.
The undersigned hereby certifies that, since the date of the MDLA through and including the Closing Date, no event, circumstance, change, effect, development, occurrence, or condition has occurred or arisen that, individually or in the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect on Quorum.
For purposes of this Certificate, "Material Adverse Effect" has the meaning ascribed to such term in the MDLA, which encompasses any material adverse change in, or material adverse effect on: (a) the business, assets, properties, liabilities, financial condition, or results of operations of Quorum and its subsidiaries, taken as a whole; (b) the ability of Quorum to perform, in any material respect, its obligations under the MDLA or any of the other Transaction Documents; or (c) the validity or enforceability of the MDLA or any Transaction Document, or the rights and remedies of Meridian thereunder.
Notwithstanding the foregoing, the following shall not be taken into account in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur, except to the extent such event, circumstance, change, effect, or condition disproportionately affects Quorum and its subsidiaries, taken as a whole, relative to other participants in the insurance industry:
(i) changes in general economic, financial, or market conditions (including changes in prevailing interest rates, credit markets, equity markets, or currency exchange rates);
(ii) changes in applicable law, statute, regulation, rule, or governmental requirement, or in the interpretation or enforcement thereof by any governmental authority, including without limitation changes in insurance regulatory requirements at the state or federal level;
(iii) changes, effects, or conditions generally affecting the insurance industry, the data analytics industry, or the financial services industry; and
(iv) any change, effect, or condition resulting from the public announcement or pendency of the transactions contemplated by the MDLA, including any loss of, or adverse change in, the relationship of Quorum with any customer, supplier, distributor, employee, or other business partner attributable to the announcement of the MDLA.
Section 4. No Proceedings.
The undersigned hereby certifies that, as of the Closing Date, no action, suit, proceeding, claim, investigation, or inquiry is pending or, to the knowledge of the undersigned (after due inquiry), threatened against Quorum or any of its subsidiaries before any court, arbitral tribunal, governmental authority, regulatory body, or self-regulatory organization that:
(a) challenges or seeks to restrain, enjoin, delay, prevent, or prohibit the consummation of the transactions contemplated by the MDLA or the other Transaction Documents, or seeks damages in connection therewith or with any of the certifications contained herein;
(b) would reasonably be expected to materially impair Quorum's ability to perform its obligations under the MDLA or any of the other Transaction Documents, including without limitation its obligations with respect to data security, data governance, use restrictions, fee payment, or compliance with the SLA; or
(c) relates to, or would reasonably be expected to adversely affect, Quorum's rights to access, receive, use, process, store, or otherwise handle consumer or commercial credit data, credit scores, credit reports, or related information as contemplated by the MDLA, including without limitation any enforcement action, civil investigative demand, complaint, or proceeding brought by or on behalf of the Consumer Financial Protection Bureau, the Federal Trade Commission, any state attorney general, any state department of insurance, or any other governmental authority under FCRA, GLBA, CCPA/CPRA, 23 NYCRR Part 500, or any other applicable data privacy, data security, or consumer protection law, statute, or regulation.
Section 5. Lender Consent Confirmation.
The undersigned hereby specifically certifies that Quorum has obtained the prior written consent of the Required Lenders (as such term is defined in Section 1.01 of the Credit Agreement) pursuant to Section 7.12(b) of the Amended and Restated Credit Agreement, dated as of June 15, 2021, among Quorum Insurance Holdings Corp., as Borrower, the Lenders party thereto from time to time, and Standish National Bank, N.A., as Administrative Agent (the "Credit Agreement"), permitting Quorum to enter into the MDLA and the other Transaction Documents.
A true, correct, and complete copy of such lender consent (the "Lender Consent Letter") has been delivered to Meridian and is attached hereto as Exhibit A. The Lender Consent Letter is in full force and effect as of the Closing Date and has not been revoked, amended, modified, or withdrawn.
The undersigned further certifies that the Lender Consent Letter covers and authorizes the full Sixty Million Dollar ($60,000,000) aggregate license value of the MDLA over the five-year initial term, which exceeds the Twenty-Five Million Dollar ($25,000,000) intellectual property license covenant threshold set forth in Section 7.12(b) of the Credit Agreement, and that no further consent, waiver, or approval of the Required Lenders, the Administrative Agent, or any other person under the Credit Agreement is required in connection with the entry into, or performance by Quorum of its obligations under, the MDLA or any other Transaction Document.
Section 6. Insurance Certification.
The undersigned hereby certifies that, as of the Closing Date, the following insurance coverages are in full force and effect with respect to Quorum and will remain in full force and effect throughout the term of the MDLA (including any renewal terms), in each case meeting or exceeding the minimum coverage requirements set forth in Article [●] of the MDLA:
(a) Commercial General Liability Insurance. Quorum maintains commercial general liability insurance with one or more nationally recognized insurance carriers rated "A-" (Excellent) or better by A.M. Best Company, providing coverage in an amount of not less than Five Million Dollars ($5,000,000) per occurrence, including coverage for bodily injury, property damage, personal and advertising injury, products-completed operations, and contractual liability.
(b) Cyber Liability Insurance. Quorum maintains cyber liability insurance (including technology errors and omissions, network security and privacy liability, data breach response, regulatory defense and penalties, and media liability coverage) with one or more nationally recognized insurance carriers rated "A-" (Excellent) or better by A.M. Best Company, providing coverage in an aggregate amount of not less than Fifty Million Dollars ($50,000,000).
Certificates of insurance evidencing the foregoing coverages, including endorsements naming Meridian Credit intelligence, Inc. as an additional insured to the extent required by the MDLA, have been delivered to Meridian (or are being delivered concurrently herewith) and are attached hereto as Exhibit B.
Section 7. Incumbency and Authority.
The undersigned hereby certifies that the undersigned is a duly elected and currently serving officer of Quorum Insurance Holdings Corp., holding the title of [●], and is fully authorized to execute and deliver this Certificate on behalf of Quorum. Such authority derives from, and is evidenced by, the resolutions of the Board of Directors of Quorum duly adopted on [●], 20[●], a true, correct, and complete copy of which has been delivered to Meridian as part of the Secretary's Certificate referenced in Section 2(c) of this Certificate.
The undersigned further certifies that he/she has made such due inquiry and investigation as he/she has deemed necessary and appropriate to make the certifications contained herein, including without limitation consultation with legal counsel, review of relevant corporate records and documents, review of applicable insurance policies and certificates, and inquiry of other officers, directors, and employees of Quorum with knowledge of the matters certified herein.
Section 8. Reliance.
The undersigned acknowledges and agrees that Meridian Credit intelligence, Inc. is relying upon the truth, accuracy, and completeness of the certifications, representations, and statements contained in this Certificate as a material condition to the closing of the transactions contemplated by the MDLA. The undersigned further acknowledges that Meridian would not consummate the Closing without receipt of this Certificate and its entitlement to rely upon the certifications set forth herein.
This Certificate is delivered pursuant to Article [●] of the MDLA and constitutes a "Bring-Down Certificate" as such term is defined and used in the MDLA. The delivery of this Certificate shall not limit, diminish, or otherwise affect any of Meridian's rights under the MDLA or any other Transaction Document, including without limitation any rights arising from the representations, warranties, covenants, or indemnification obligations of Quorum set forth therein.
Section 9. Governing Law.
This Bring-Down Certificate shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.
[Signature Page Follows]
[Signature Page to Bring-Down Certificate]
IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Bring-Down Certificate as of [●], 20[●].
QUORUM INSURANCE HOLDINGS CORP.
By: ________
Name: [●]
Title: [●]
Date: [●], 20[●]
LIST OF EXHIBITS
The following exhibits are attached hereto and incorporated herein by reference:
Exhibit A — Copy of Standish National Bank, N.A. Lender Consent Letter (consent and waiver under Section 7.12(b) of the Amended and Restated Credit Agreement, dated as of June 15, 2021)
Exhibit B — Certificates of Insurance evidencing required coverage minimums (commercial general liability and cyber liability insurance)
EXHIBIT A
[LENDER CONSENT LETTER]
[To Be Attached]
EXHIBIT B
[CERTIFICATES OF INSURANCE]
[To Be Attached]
DOCUMENT METADATA
Note: This template form is subject to revision upon finalization of the MDLA and resolution of all open negotiation points, including without limitation the treatment of derived data and derivative works post-termination, the dispute resolution mechanism (arbitration vs. litigation), and the allocation of liability for regulatory fines and penalties. This form should not be circulated to the client or counterparty until all such open items have been resolved and counsel has confirmed the final form of the MDLA.
Field | Detail
Document Title | Form of Bring-Down Certificate
Prepared By | Marcus Weill, Associate, Corporate/Commercial, Calderwood & Harkness LLP
C&H Matter No. | 1025-00008
Document Status | Template — For Execution at Closing
Governing Agreement | Master Data License Agreement between Quorum Insurance Holdings Corp. and Meridian Credit intelligence, Inc.
Parties | Quorum Insurance Holdings Corp. (Licensee) / Meridian Credit intelligence, Inc. (Licensor)
Instructions | All bracketed fields ([●]) to be completed prior to execution. Exhibits A and B to be attached at or prior to Closing.

BRING-DOWN CERTIFICATE

INTRODUCTORY RECITALS

CERTIFICATIONS

QUORUM INSURANCE HOLDINGS CORP.

LIST OF EXHIBITS

EXHIBIT A

EXHIBIT B

DOCUMENT METADATA

Record

Parties

Dates

Amounts