1025-00008 · Quorum Insurance Holdings · Corporate Authorizations

draft-board-resolution-authorizing-mdla.docx DOCUMENT M&A / Corporate

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PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT DRAFT — FOR DISCUSSION PURPOSES ONLY — SUBJECT TO COMPLETION OF MDLA NEGOTIATIONS Calderwood & Harkness LLP

UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF QUORUM INSURANCE HOLDINGS CORP.

IN LIEU OF A SPECIAL MEETING

Date: [●], 202[●]

Note: This draft has been prepared by Calderwood & Harkness LLP, outside counsel to Quorum Insurance Holdings Corp., for future use upon resolution of open negotiation issues relating to the Master Data License Agreement between the Company and Meridian Credit intelligence, Inc. This document remains subject to revision and should not be circulated beyond the Board of Directors and authorized advisors without prior approval of the General Counsel.

PRELIMINARY RECITALS

A. Identity of the Corporation. The undersigned, constituting all of the members of the Board of Directors (the "Board") of Quorum Insurance Holdings Corp., a corporation organized and existing under the laws of the State of Delaware (the "Company," Nasdaq ticker: QIHC), with its principal executive offices located at 1200 Atlantic Street, Suite 3400, Stamford, Connecticut 06901, Delaware Secretary of State Entity File Number 7234819, Federal Employer Identification Number 83-2147605, acting pursuant to Section 141(f) of the General Corporation Law of the State of Delaware, as amended (the "DGCL"), and Article III, Section 3.12 of the Company's Amended and Restated Bylaws (as amended through the date hereof, the "Bylaws"), hereby adopt the following resolutions by unanimous written consent in lieu of a special meeting of the Board, without the necessity of a formal meeting, prior notice, or a vote, such consent to have the same force and effect as a unanimous vote of the Board at a duly called and constituted meeting.

B. Background of the Transaction. The Board has been advised that the Company, through its officers, management team, and professional advisors, has been engaged in extensive negotiations with Meridian Credit intelligence, Inc., a corporation organized and existing under the laws of the State of Georgia ("Meridian"), with its principal offices located at 3300 Peachtree Road NE, Suite 2100, Atlanta, Georgia 30326, Georgia Secretary of State Control Number 22049371, regarding a proposed five-year enterprise data-licensing arrangement pursuant to which Meridian would license certain of its proprietary consumer and commercial data products to the Company. The proposed transaction is documented in a Master Data License Agreement by and between the Company and Meridian (the "MDLA"), together with certain related ancillary agreements, schedules, exhibits, appendices, and other related documents (collectively with the MDLA, the "Transaction Documents"). The MDLA and the related Transaction Documents are in substantially final form, subject to resolution of certain open negotiation points identified in the memorandum of Calderwood & Harkness LLP dated [●], 202[●], which has been distributed to each member of the Board. The proposed transaction has a total aggregate value of Sixty Million Dollars ($60,000,000) over the five-year initial term of the MDLA, plus a one-time implementation and integration fee of One Million Five Hundred Thousand Dollars ($1,500,000), for a total commitment of Sixty-One Million Five Hundred Thousand Dollars ($61,500,000). Under the MDLA, the Company would obtain licenses to Meridian's proprietary data products, including but not limited to:

(i) the MCI Consumer Credit File™, comprising approximately three hundred ten million (310,000,000) individual consumer credit records;

(ii) the MCI CommercialView™ database, comprising approximately forty-two million (42,000,000) business entity records; and

(iii) the MCI AltSignal™ alternative data product, comprising approximately eighty-five million (85,000,000) consumer alternative-data records derived from non-traditional credit and payment sources.

C. Business Purpose. The Board has been informed by the Company's management that the licensed data products described in Recital B will be used to materially enhance the Company's automated underwriting models, claims-fraud detection algorithms, and customer propensity-scoring capabilities across the Company's property and casualty, life, and specialty insurance lines of business. The Board has further been informed that the data-licensing arrangement contemplated by the MDLA is a critical component of the Company's broader strategic data and analytics initiatives, including the development and commercialization of the Company's proprietary QuorumScore™ predictive underwriting model, for which a United States patent application is currently pending before the United States Patent and Trademark Office (Serial No. 97/482,116). Management has represented to the Board that the QuorumScore™ model, when enhanced by the integration of Meridian's data products, is projected to generate business-to-business licensing revenues in the range of Forty Million Dollars ($40,000,000) to Fifty Million Dollars ($50,000,000) by calendar year 2027, based on the financial projections and market analyses presented to the Board by management and the Company's financial planning team.

D. Fee Structure. The Board has been informed that the financial terms of the MDLA provide for the following fee structure:

(i) Year 1 Annual License Fee: Ten Million Eight Hundred Thousand Dollars ($10,800,000), equivalent to Nine Hundred Thousand Dollars ($900,000) per month, reflecting a six-month implementation and ramp-up period during which the Company's data integration and utilization is expected to scale to full production capacity.

(ii) Years 2 Through 5 Annual License Fee: Twelve Million Three Hundred Thousand Dollars ($12,300,000) per annum for each of Years 2, 3, 4, and 5, equivalent to One Million Twenty-Five Thousand Dollars ($1,025,000) per month.

(iii) Total Aggregate License Fees: The total aggregate license fees over the five-year initial term equal Sixty Million Dollars ($60,000,000), calculated as follows: $10,800,000 (Year 1) + ($12,300,000 × 4 years) (Years 2–5) = $60,000,000.

(iv) Payment Terms: License fees are payable quarterly in advance. Year 1 quarterly installments shall be Two Million Seven Hundred Thousand Dollars ($2,700,000) each. Years 2 through 5 quarterly installments shall be Three Million Seventy-Five Thousand Dollars ($3,075,000) each.

(v) Implementation/Integration Fee: A one-time implementation and integration fee of One Million Five Hundred Thousand Dollars ($1,500,000), payable separately in accordance with the payment schedule set forth in the MDLA.

(vi) Overage Charges: An overage rate of $0.003 (three-tenths of one cent) per record for data consumption in excess of the five hundred million (500,000,000) records per month base-tier threshold established in the MDLA.

(vii) Late Payment Interest: Interest on overdue amounts at a rate of one and one-half percent (1.5%) per month, equivalent to eighteen percent (18%) per annum, compounding monthly, on any amounts not paid when due.

E. Lender Covenant Consideration. The Board has been informed by the Company's management and outside counsel that the Company's Amended and Restated Credit Agreement, dated as of June 15, 2021, by and among the Company, as Borrower, the several lenders from time to time party thereto (collectively, the "Lenders"), and Standish National Bank, N.A., as Administrative Agent (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), contains certain negative covenants that are implicated by the proposed transaction. Specifically, Section 7.12(b) of the Credit Agreement requires the prior written consent of the Required Lenders (as defined in the Credit Agreement) for the Company to enter into, or permit any of its Subsidiaries to enter into, any license, sublicense, or similar arrangement with respect to intellectual Property (as defined in the Credit Agreement) having an aggregate value, whether determined by reference to license fees, royalties, milestone payments, or other consideration, in excess of Twenty-Five Million Dollars ($25,000,000). The MDLA's total aggregate value of Sixty Million Dollars ($60,000,000) exceeds the Section 7.12(b) threshold by Thirty-Five Million Dollars ($35,000,000), and accordingly, the Company must obtain the consent or waiver of the Required Lenders prior to execution and delivery of the MDLA. The Board has been advised by the Company's General Counsel that a formal lender consent request has been prepared and submitted to Philip Yardley, Relationship Manager at Standish National Bank, N.A., located at 280 Congress Street, Boston, Massachusetts 02210, and that Standish National Bank, N.A. (in its capacity as Administrative Agent) is currently reviewing the request and coordinating with the Required Lenders. The Board notes that the authority granted by these resolutions to execute and deliver the MDLA is expressly conditioned upon receipt of such lender consent or waiver, as set forth in Resolution 10 below.

F. Advice of Counsel and Advisors. In connection with its consideration of the proposed transaction, the Board has received the advice, recommendations, presentations, and analyses of the following individuals and advisors:

(i) Management of the Company, including: Margaret "Meg" Tierney, Chief Executive Officer; Carolyn Whitford, General Counsel and Executive Vice President; Rajesh Anand, Chief Data Officer; Diane Lowell, Senior Vice President, Underwriting Analytics; and Thomas Ng, Vice President, Enterprise Procurement, each of whom has presented to the Board regarding the strategic rationale, financial terms, operational implications, and risk factors associated with the proposed transaction.

(ii) Calderwood & Harkness LLP (425 Park Avenue, New York, New York 10022), the Company's outside counsel for purposes of the proposed transaction, under the supervision of Leonard Cross, Responsible Partner, and Nathaniel Bower, Billing Partner, who have advised the Board regarding the legal terms and conditions of the MDLA and the Ancillary Agreements, including matters relating to intellectual property rights, data privacy and security obligations, regulatory compliance, representations and warranties, indemnification provisions, limitation of liability, termination rights, and governing law.

(iii) Pinnacle Ridge Advisory LLC (200 Clarendon Street, Suite 4400, Boston, Massachusetts 02116), the Company's independent data-pricing benchmark consultant, under the direction of Franklin Osei, Managing Director, which has prepared and delivered to the Company and the Board a comprehensive pricing benchmark study, dated February 14, 2023 (the "Pinnacle Ridge Report"), analyzing the competitiveness and market reasonableness of the pricing terms set forth in the MDLA as compared to comparable enterprise data-licensing transactions in the insurance and financial services industries.

(iv) Caldwell & Strauss LLP (100 Pearl Street, Hartford, Connecticut 06103), the Company's regular outside intellectual property counsel, under the direction of Angela Firth, Partner, who has advised the Board and the Company's General Counsel regarding the implications of the proposed transaction for the Company's existing intellectual property portfolio, including the Company's pending patent applications and proprietary technology assets.

G. Board Review and Determination. The Board has reviewed the terms and conditions of the MDLA and the related Ancillary Agreements in substantially final form, including all schedules, exhibits, and appendices thereto. The Board has carefully considered and deliberated upon the financial terms of the proposed transaction, the business rationale and strategic benefits, the regulatory requirements and compliance obligations (including those arising under the Fair Credit Reporting Act ("FCRA"), 15 U.S.C. § 1681 et seq.; the Gramm-Leach-Bliley Act ("GLBA"), 15 U.S.C. § 6801 et seq.; the California Consumer Privacy Act / California Privacy Rights Act ("CCPA/CPRA"), Cal. Civ. Code § 1798.100 et seq.; and the New York Department of Financial Services Cybersecurity Regulation, 23 NYCRR Part 500), the insurance requirements, the data security provisions (including Meridian's SOC 2 Type II and ISO 27001 certifications), and the intellectual property implications of the transaction, including the potential impact on the Company's proprietary QuorumScore™ model and related patent applications. After due consideration and deliberation, and based upon the totality of the information presented to the Board, the Board has determined that the execution, delivery, and performance of the MDLA and the related Ancillary Agreements, on the terms and subject to the conditions set forth therein, are fair, reasonable, and in the best interests of the Company and its stockholders.

OPERATIVE RESOLUTIONS

NOW, THEREFORE, BE IT:

Resolution 1 — Approval of the MDLA

RESOLVED, that the execution, delivery, and performance by the Company of the Master Data License Agreement by and between the Company and Meridian Credit intelligence, Inc. (the "MDLA"), in substantially the form presented to and reviewed by the Board (with such changes, modifications, amendments, or supplements thereto as may be approved by the Authorized Officers (as defined in Resolution 3 below), in consultation with Calderwood & Harkness LLP, such approval to be conclusively evidenced by the execution and delivery thereof), are hereby authorized, approved, adopted, and ratified in all respects. The MDLA shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict-of-laws principles thereof (other than Section 5-1401 of the New York General Obligations Law). The Board hereby confirms that it has reviewed the material terms of the MDLA and has determined that the aggregate consideration payable by the Company thereunder, including all license fees, implementation fees, and potential overage charges, is fair and reasonable and consistent with the Company's budgetary and strategic plans.

Resolution 2 — Approval of Ancillary Agreements

FURTHER RESOLVED, that the execution, delivery, and performance by the Company of each of the following ancillary agreements to the MDLA (collectively, the "Ancillary Agreements"), in substantially the forms presented to and reviewed by the Board (with such changes, modifications, amendments, or supplements thereto as may be approved by the Authorized Officers, in consultation with Calderwood & Harkness LLP, such approval to be conclusively evidenced by the execution and delivery thereof), are hereby authorized, approved, adopted, and ratified in all respects:

(a) the Data Security Addendum by and between the Company and Meridian (the "DSA"), setting forth the parties' respective obligations with respect to data security controls, incident response procedures, audit rights, and related matters;

(b) the Data Processing Agreement by and between the Company and Meridian (the "DPA"), addressing the parties' compliance obligations under the California Consumer Privacy Act / California Privacy Rights Act (CCPA/CPRA) and other applicable data protection laws, including the designation of data processing roles, data subject rights procedures, and cross-border data transfer mechanisms;

(c) the Service Level Agreement by and between the Company and Meridian (the "SLA"), including Technical Schedule A thereto (Data Delivery Specifications), which establishes the performance standards, uptime commitments, data freshness requirements, delivery schedules, escalation procedures, and service credit mechanisms applicable to Meridian's delivery of the licensed data products;

(d) the FCRA Permissible Purpose Certification to be delivered by the Company to Meridian, certifying the Company's permissible purposes for obtaining and using consumer report information in accordance with Section 604 of the Fair Credit Reporting Act, 15 U.S.C. § 1681b; and

(e) any other schedules, exhibits, appendices, side letters, or ancillary documents contemplated by or executed in connection with the MDLA, including any amendments or modifications thereto that may be negotiated prior to or at the time of execution.

Resolution 3 — Designation of Authorized Signatories

FURTHER RESOLVED, that each of the following officers of the Company (each, an "Authorized Officer" and, collectively, the "Authorized Officers") is hereby authorized and empowered, acting singly and without the joinder or consent of any other officer, director, or agent of the Company, to execute and deliver, on behalf of and in the name of the Company, the MDLA, the Ancillary Agreements, and any and all other documents, instruments, agreements, certificates, notices, consents, acknowledgments, and communications contemplated thereby or necessary, advisable, or desirable in connection therewith:

(i) Margaret "Meg" Tierney, Chief Executive Officer;

(ii) Carolyn Whitford, General Counsel and Executive Vice President; and

(iii) Thomas Ng, Vice President, Enterprise Procurement.

Any one Authorized Officer, acting alone, shall have full power and authority to bind the Company with respect to any and all matters contemplated by these resolutions. The signature of any single Authorized Officer on any document executed pursuant to the authority granted herein shall be sufficient to bind the Company and shall constitute conclusive evidence that such document has been duly authorized, executed, and delivered on behalf of the Company.

Resolution 4 — Authorization of Lender Consent Process

FURTHER RESOLVED, that the Authorized Officers are hereby authorized, empowered, and directed to take any and all actions necessary, advisable, or appropriate to obtain the consent or waiver of the Required Lenders (as defined in the Credit Agreement) under Section 7.12(b) of the Amended and Restated Credit Agreement, dated as of June 15, 2021, by and among the Company, the Lenders party thereto, and Standish National Bank, N.A., as Administrative Agent (the "Credit Agreement"), in connection with the Company's entry into the MDLA and the Ancillary Agreements and the performance of the Company's obligations thereunder, including without limitation:

(a) the preparation, submission, and delivery of any consent request letters, information packages, financial statements, projections, or other documentation to Standish National Bank, N.A. (in its capacity as Administrative Agent), the Required Lenders, or any individual Lender;

(b) the provision of such information and access as may be reasonably requested by Standish National Bank, N.A. or the Required Lenders in connection with their review and evaluation of the proposed transaction;

(c) the negotiation, execution, and delivery of any lender consent letter, waiver letter, consent and amendment agreement, or similar document evidencing the consent or waiver of the Required Lenders; and

(d) the payment of any consent fees, amendment fees, or other charges reasonably required by the Administrative Agent or the Required Lenders in connection with the granting of such consent or waiver, provided that any such fees shall not exceed an aggregate amount of Five Hundred Thousand Dollars ($500,000) without further Board approval.

Resolution 5 — Authorization to Deliver Certificates and Closing Documents

FURTHER RESOLVED, that the Authorized Officers are hereby authorized and empowered to execute and deliver, on behalf of and in the name of the Company, the following closing deliverables and related documents in connection with the consummation of the transactions contemplated by the MDLA and the Ancillary Agreements:

(a) an officer's certificate of the Company, in form and substance satisfactory to Meridian and its counsel, certifying as to the truth, accuracy, and completeness of the Company's representations and warranties set forth in the MDLA and the Ancillary Agreements and the satisfaction of all conditions precedent to closing specified therein;

(b) a secretary's certificate of the Company, executed by the Secretary or an Assistant Secretary of the Company, attaching true, correct, and complete certified copies of (I) these resolutions, (II) the Company's Restated Certificate of Incorporation (as amended), (III) the Company's Amended and Restated Bylaws, and (IV) an incumbency certificate identifying the Authorized Officers and certifying the authenticity of their respective signatures;

(c) a bring-down certificate of the Company, dated as of the closing date, confirming that the representations, warranties, and covenants of the Company set forth in the MDLA and the Ancillary Agreements remain true and correct in all material respects as of such date; and

(d) any other certificates, instruments, opinions, or documents required or contemplated to be delivered by the Company in connection with the closing of the transactions contemplated by the MDLA and the Ancillary Agreements, including any documents required by Standish National Bank, N.A. or the Required Lenders in connection with the lender consent process.

Resolution 6 — Insurance Compliance

FURTHER RESOLVED, that the Authorized Officers are hereby authorized, empowered, and directed to cause the Company to obtain and maintain, or to confirm that the Company's existing insurance coverage satisfies, all insurance requirements set forth in the MDLA and the Ancillary Agreements, including without limitation:

(a) commercial general liability insurance with minimum coverage limits of not less than Five Million Dollars ($5,000,000) per occurrence and Ten Million Dollars ($10,000,000) in the aggregate, written on an occurrence basis and covering bodily injury, property damage, and personal and advertising injury; and

(b) cyber liability insurance (including coverage for network security liability, privacy liability, media liability, and technology errors and omissions) with minimum coverage limits of not less than Fifty Million Dollars ($50,000,000) in the aggregate, written on a claims-made basis and providing coverage for data breach response costs, regulatory defense expenses, and third-party claims arising from security incidents or unauthorized access to data.

The Authorized Officers are further authorized and directed to cause the Company's insurance broker to prepare and deliver to Meridian certificates of insurance and, where required, evidence of coverage endorsements naming Meridian as an additional insured or loss payee, as applicable, in accordance with the requirements of the MDLA.

Resolution 7 — Regulatory Compliance Authorization

FURTHER RESOLVED, that the Authorized Officers, together with Claudia Reeves, Vice President, Regulatory and Compliance, and Gregory Stahl, Vice President, Legal Affairs, are hereby authorized, empowered, and directed to take any and all actions necessary, advisable, or appropriate to ensure the Company's compliance with all applicable federal, state, and local laws, rules, regulations, and regulatory requirements in connection with the receipt, processing, storage, use, and dissemination of data obtained from Meridian pursuant to the MDLA and the Ancillary Agreements, including but not limited to the following:

(a) the Fair Credit Reporting Act ("FCRA"), 15 U.S.C. § 1681 et seq., including all permissible purpose requirements under Section 604 (15 U.S.C. § 1681b), adverse action notice requirements under Section 615 (15 U.S.C. § 1681m), accuracy and dispute resolution obligations under Sections 611 and 623 (15 U.S.C. §§ 1681i, 1681s-2), and all regulations promulgated thereunder by the Consumer Financial Protection Bureau;

(b) the Gramm-Leach-Bliley Act ("GLBA"), 15 U.S.C. § 6801 et seq., including the privacy notice and opt-out requirements of Regulation P (12 C.F.R. Part 1016), the safeguards requirements of the FTC Safeguards Rule (16 C.F.R. Part 314), and any applicable state insurance department privacy regulations implementing the NAIC Insurance Data Security Model Law;

(c) the California Consumer Privacy Act / California Privacy Rights Act ("CCPA/CPRA"), Cal. Civ. Code § 1798.100 et seq., as amended, including the requirements applicable to service providers and contractors, data subject access and deletion rights, opt-out of sale and sharing requirements, and the regulations promulgated by the California Privacy Protection Agency;

(d) the New York Department of Financial Services Cybersecurity Regulation, 23 NYCRR Part 500, including the requirements for cybersecurity programs, risk assessments, access controls, encryption, audit trails, incident response planning, and annual certifications of compliance applicable to covered entities; and

(e) all other state insurance data-security laws and regulations applicable to the Company's operations, including but not limited to the requirements of the Connecticut Insurance Data Security Law (Conn. Gen. Stat. § 38a-38 et seq.), and any other state laws implementing the NAIC Insurance Data Security Model Law in jurisdictions where the Company is licensed or conducts business.

The foregoing individuals are authorized to engage outside regulatory counsel, data privacy consultants, and cybersecurity advisors as they may deem necessary or appropriate in connection with the implementation and ongoing compliance with the foregoing regulatory obligations.

Resolution 8 — Implementation and Integration Authorization

FURTHER RESOLVED, that the Authorized Officers are hereby authorized and empowered to cause the Company to pay the one-time implementation and integration fee of One Million Five Hundred Thousand Dollars ($1,500,000) to Meridian in accordance with the payment terms and schedule set forth in the MDLA. The Authorized Officers are further authorized to direct the Company's technical team, under the supervision and direction of Priya Nair, Director, Data Engineering, and Rajesh Anand, Chief Data Officer, to undertake all integration activities, systems configuration, testing, and related technical work necessary or desirable to receive, ingest, validate, and process Meridian's data feeds via the delivery methods specified in the MDLA and Technical Schedule A to the SLA, including SFTP batch delivery and REST API real-time and near-real-time delivery methods. The Authorized Officers are further authorized to approve expenditures for internal and third-party integration resources, infrastructure upgrades, and related costs, in amounts consistent with the capital expenditure and operating budgets previously approved by the Board.

Resolution 9 — General Authorization

FURTHER RESOLVED, that the Authorized Officers are hereby authorized and empowered, in the name and on behalf of the Company, to do or cause to be done any and all such other acts, to negotiate, prepare, execute, and deliver any and all such other documents, instruments, agreements, certificates, notices, filings, and communications, and to take any and all such other actions, in each case as any such Authorized Officer may deem necessary, advisable, or appropriate to carry out the purposes and intent of the foregoing resolutions and to consummate the transactions contemplated hereby, the execution of any such document or the taking of any such action by any Authorized Officer to be conclusive evidence of such officer's determination that such document or action is necessary, advisable, or appropriate.

FURTHER RESOLVED, that any and all actions heretofore taken by any officer, director, employee, or agent of the Company, or by Calderwood & Harkness LLP, Pinnacle Ridge Advisory LLC, or Caldwell & Strauss LLP on behalf of the Company, in connection with the negotiation, preparation, and advancement of the MDLA, the Ancillary Agreements, the lender consent process, and all other matters contemplated by the foregoing resolutions, including all actions taken prior to the date hereof, are hereby ratified, confirmed, adopted, and approved in all respects as the acts and deeds of the Company.

Resolution 10 — Conditions Precedent

FURTHER RESOLVED, that notwithstanding any other provision of these resolutions, the authority granted herein to the Authorized Officers to execute and deliver the MDLA and the Ancillary Agreements and to consummate the transactions contemplated thereby shall be expressly subject to and conditioned upon the prior satisfaction (or waiver by the Board or a duly authorized committee thereof) of each of the following conditions precedent:

(a) Lender Consent. Receipt by the Company of the written consent or waiver of Standish National Bank, N.A. (in its capacity as Administrative Agent under the Credit Agreement) and the Required Lenders (as defined in the Credit Agreement) under Section 7.12(b) of the Credit Agreement, in form and substance satisfactory to the Company's General Counsel, authorizing the Company's entry into the MDLA and the Ancillary Agreements and confirming that such entry shall not constitute a Default or Event of Default under the Credit Agreement;

(b) Completion of Negotiations. Completion of all outstanding negotiations and finalization of the MDLA and all Ancillary Agreements in form and substance satisfactory to the Authorized Officers, in consultation with Calderwood & Harkness LLP, including resolution of all open negotiation points identified in Calderwood & Harkness's memorandum to the Board referenced in Recital B above;

(c) Regulatory Compliance. Confirmation by the Company's General Counsel and Vice President, Regulatory and Compliance, that all applicable regulatory compliance measures, policies, procedures, and systems are in place and operational to support the Company's receipt, processing, and use of Meridian data in accordance with the FCRA, GLBA, CCPA/CPRA, 23 NYCRR Part 500, and all other applicable laws and regulations;

(d) Meridian Insurance. Delivery by Meridian to the Company of satisfactory evidence of Meridian's required insurance coverage under the MDLA, including (I) commercial general liability insurance with minimum coverage limits of not less than Five Million Dollars ($5,000,000) per occurrence, and (II) cyber liability and technology errors and omissions insurance with minimum coverage limits of not less than Twenty-Five Million Dollars ($25,000,000) in the aggregate, together with certificates of insurance and, where applicable, additional insured endorsements naming the Company; and

(e) SOC 2 and ISO 27001 Certifications. Delivery by Meridian to the Company of (I) Meridian's current SOC 2 Type II report, issued by an independent auditing firm and covering the security, availability, and confidentiality trust services criteria, with a report period ending no earlier than twelve (12) months prior to the anticipated closing date, and (II) Meridian's current ISO 27001:2022 certification (or equivalent), issued by an accredited certification body, confirming Meridian's compliance with international information security management system standards.

Upon the satisfaction of all of the foregoing conditions precedent, the Authorized Officers shall be authorized to proceed with the execution and delivery of the MDLA and the Ancillary Agreements without further action or approval of the Board, unless the Board otherwise directs.

SIGNATURE PAGE

IN WITNESS WHEREOF, the undersigned directors of Quorum Insurance Holdings Corp., constituting all of the members of the Board of Directors of the Company, have executed this Unanimous Written Consent of the Board of Directors in Lieu of a Special Meeting as of the date first written above, to be effective as of the date on which the last director signs below.

________________________________________

Harrison Kimble Director, Board Chair

Date: ________

________________________________________

[Director Name] Director

Date: ________

________________________________________

[Director Name] Director

Date: ________

________________________________________

[Director Name] Director

Date: ________

________________________________________

[Director Name] Director

Date: ________

________________________________________

[Director Name] Director

Date: ________

________________________________________

[Director Name] Director

Date: ________

[Note: Additional signature lines to be inserted for all remaining members of the Board of Directors upon confirmation of current Board composition. The number of signature lines shall equal the total number of directors then in office, as this consent requires the unanimous written consent of all directors.]

APPENDIX A — SECRETARY'S CERTIFICATION

CERTIFICATE OF THE SECRETARY OF QUORUM INSURANCE HOLDINGS CORP.

I, the undersigned, being the duly elected, qualified, and acting Secretary of Quorum Insurance Holdings Corp., a Delaware corporation (the "Company"), do hereby certify that:

1. The foregoing Unanimous Written Consent of the Board of Directors of Quorum Insurance Holdings Corp. in Lieu of a Special Meeting (the "Consent") is a true, correct, and complete copy of the Consent duly adopted by the Board of Directors of the Company in accordance with Section 141(f) of the General Corporation Law of the State of Delaware and Article III, Section 3.12 of the Company's Amended and Restated Bylaws.

2. The Consent has been signed by all of the members of the Board of Directors of the Company as of the effective date thereof.

3. The Consent has not been amended, modified, rescinded, or revoked and remains in full force and effect as of the date hereof.

4. The persons identified in Resolution 3 of the Consent as Authorized Officers are duly elected, qualified, and acting officers of the Company, holding the respective titles set forth therein, and the signatures appearing on the MDLA, the Ancillary Agreements, and any related documents are their genuine signatures.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of the Company as of this _ day of ___, 202[●].

________________________________________

Name: ________

Title: Secretary, Quorum Insurance Holdings Corp.

Date: ________

[CORPORATE SEAL]

Note: This certification to be completed upon execution of the Unanimous Written Consent by all members of the Board of Directors.

Prepared by Calderwood & Harkness LLP — C&H Matter No. 1025-00008

Draft dated [●] — Subject to revision upon completion of MDLA negotiations

PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT

PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT DRAFT — FOR DISCUSSION PURPOSES ONLY — SUBJECT TO COMPLETION OF MDLA NEGOTIATIONS Calderwood & Harkness LLP | C&H Matter No. 1025-00008
UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF QUORUM INSURANCE HOLDINGS CORP.
IN LIEU OF A SPECIAL MEETING
Date: [●], 202[●]
Note: This draft has been prepared by Calderwood & Harkness LLP, outside counsel to Quorum Insurance Holdings Corp., for future use upon resolution of open negotiation issues relating to the Master Data License Agreement between the Company and Meridian Credit intelligence, Inc. This document remains subject to revision and should not be circulated beyond the Board of Directors and authorized advisors without prior approval of the General Counsel.
PRELIMINARY RECITALS
A. Identity of the Corporation. The undersigned, constituting all of the members of the Board of Directors (the "Board") of Quorum Insurance Holdings Corp., a corporation organized and existing under the laws of the State of Delaware (the "Company," Nasdaq ticker: QIHC), with its principal executive offices located at 1200 Atlantic Street, Suite 3400, Stamford, Connecticut 06901, Delaware Secretary of State Entity File Number 7234819, Federal Employer Identification Number 83-2147605, acting pursuant to Section 141(f) of the General Corporation Law of the State of Delaware, as amended (the "DGCL"), and Article III, Section 3.12 of the Company's Amended and Restated Bylaws (as amended through the date hereof, the "Bylaws"), hereby adopt the following resolutions by unanimous written consent in lieu of a special meeting of the Board, without the necessity of a formal meeting, prior notice, or a vote, such consent to have the same force and effect as a unanimous vote of the Board at a duly called and constituted meeting.
B. Background of the Transaction. The Board has been advised that the Company, through its officers, management team, and professional advisors, has been engaged in extensive negotiations with Meridian Credit intelligence, Inc., a corporation organized and existing under the laws of the State of Georgia ("Meridian"), with its principal offices located at 3300 Peachtree Road NE, Suite 2100, Atlanta, Georgia 30326, Georgia Secretary of State Control Number 22049371, regarding a proposed five-year enterprise data-licensing arrangement pursuant to which Meridian would license certain of its proprietary consumer and commercial data products to the Company. The proposed transaction is documented in a Master Data License Agreement by and between the Company and Meridian (the "MDLA"), together with certain related ancillary agreements, schedules, exhibits, appendices, and other related documents (collectively with the MDLA, the "Transaction Documents"). The MDLA and the related Transaction Documents are in substantially final form, subject to resolution of certain open negotiation points identified in the memorandum of Calderwood & Harkness LLP dated [●], 202[●], which has been distributed to each member of the Board. The proposed transaction has a total aggregate value of Sixty Million Dollars ($60,000,000) over the five-year initial term of the MDLA, plus a one-time implementation and integration fee of One Million Five Hundred Thousand Dollars ($1,500,000), for a total commitment of Sixty-One Million Five Hundred Thousand Dollars ($61,500,000). Under the MDLA, the Company would obtain licenses to Meridian's proprietary data products, including but not limited to:
(i) the MCI Consumer Credit File™, comprising approximately three hundred ten million (310,000,000) individual consumer credit records;
(ii) the MCI CommercialView™ database, comprising approximately forty-two million (42,000,000) business entity records; and
(iii) the MCI AltSignal™ alternative data product, comprising approximately eighty-five million (85,000,000) consumer alternative-data records derived from non-traditional credit and payment sources.
C. Business Purpose. The Board has been informed by the Company's management that the licensed data products described in Recital B will be used to materially enhance the Company's automated underwriting models, claims-fraud detection algorithms, and customer propensity-scoring capabilities across the Company's property and casualty, life, and specialty insurance lines of business. The Board has further been informed that the data-licensing arrangement contemplated by the MDLA is a critical component of the Company's broader strategic data and analytics initiatives, including the development and commercialization of the Company's proprietary QuorumScore™ predictive underwriting model, for which a United States patent application is currently pending before the United States Patent and Trademark Office (Serial No. 97/482,116). Management has represented to the Board that the QuorumScore™ model, when enhanced by the integration of Meridian's data products, is projected to generate business-to-business licensing revenues in the range of Forty Million Dollars ($40,000,000) to Fifty Million Dollars ($50,000,000) by calendar year 2027, based on the financial projections and market analyses presented to the Board by management and the Company's financial planning team.
D. Fee Structure. The Board has been informed that the financial terms of the MDLA provide for the following fee structure:
(i) Year 1 Annual License Fee: Ten Million Eight Hundred Thousand Dollars ($10,800,000), equivalent to Nine Hundred Thousand Dollars ($900,000) per month, reflecting a six-month implementation and ramp-up period during which the Company's data integration and utilization is expected to scale to full production capacity.
(ii) Years 2 Through 5 Annual License Fee: Twelve Million Three Hundred Thousand Dollars ($12,300,000) per annum for each of Years 2, 3, 4, and 5, equivalent to One Million Twenty-Five Thousand Dollars ($1,025,000) per month.
(iii) Total Aggregate License Fees: The total aggregate license fees over the five-year initial term equal Sixty Million Dollars ($60,000,000), calculated as follows: $10,800,000 (Year 1) + ($12,300,000 × 4 years) (Years 2–5) = $60,000,000.
(iv) Payment Terms: License fees are payable quarterly in advance. Year 1 quarterly installments shall be Two Million Seven Hundred Thousand Dollars ($2,700,000) each. Years 2 through 5 quarterly installments shall be Three Million Seventy-Five Thousand Dollars ($3,075,000) each.
(v) Implementation/Integration Fee: A one-time implementation and integration fee of One Million Five Hundred Thousand Dollars ($1,500,000), payable separately in accordance with the payment schedule set forth in the MDLA.
(vi) Overage Charges: An overage rate of $0.003 (three-tenths of one cent) per record for data consumption in excess of the five hundred million (500,000,000) records per month base-tier threshold established in the MDLA.
(vii) Late Payment Interest: Interest on overdue amounts at a rate of one and one-half percent (1.5%) per month, equivalent to eighteen percent (18%) per annum, compounding monthly, on any amounts not paid when due.
E. Lender Covenant Consideration. The Board has been informed by the Company's management and outside counsel that the Company's Amended and Restated Credit Agreement, dated as of June 15, 2021, by and among the Company, as Borrower, the several lenders from time to time party thereto (collectively, the "Lenders"), and Standish National Bank, N.A., as Administrative Agent (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), contains certain negative covenants that are implicated by the proposed transaction. Specifically, Section 7.12(b) of the Credit Agreement requires the prior written consent of the Required Lenders (as defined in the Credit Agreement) for the Company to enter into, or permit any of its Subsidiaries to enter into, any license, sublicense, or similar arrangement with respect to intellectual Property (as defined in the Credit Agreement) having an aggregate value, whether determined by reference to license fees, royalties, milestone payments, or other consideration, in excess of Twenty-Five Million Dollars ($25,000,000). The MDLA's total aggregate value of Sixty Million Dollars ($60,000,000) exceeds the Section 7.12(b) threshold by Thirty-Five Million Dollars ($35,000,000), and accordingly, the Company must obtain the consent or waiver of the Required Lenders prior to execution and delivery of the MDLA. The Board has been advised by the Company's General Counsel that a formal lender consent request has been prepared and submitted to Philip Yardley, Relationship Manager at Standish National Bank, N.A., located at 280 Congress Street, Boston, Massachusetts 02210, and that Standish National Bank, N.A. (in its capacity as Administrative Agent) is currently reviewing the request and coordinating with the Required Lenders. The Board notes that the authority granted by these resolutions to execute and deliver the MDLA is expressly conditioned upon receipt of such lender consent or waiver, as set forth in Resolution 10 below.
F. Advice of Counsel and Advisors. In connection with its consideration of the proposed transaction, the Board has received the advice, recommendations, presentations, and analyses of the following individuals and advisors:
(i) Management of the Company, including: Margaret "Meg" Tierney, Chief Executive Officer; Carolyn Whitford, General Counsel and Executive Vice President; Rajesh Anand, Chief Data Officer; Diane Lowell, Senior Vice President, Underwriting Analytics; and Thomas Ng, Vice President, Enterprise Procurement, each of whom has presented to the Board regarding the strategic rationale, financial terms, operational implications, and risk factors associated with the proposed transaction.
(ii) Calderwood & Harkness LLP (425 Park Avenue, New York, New York 10022), the Company's outside counsel for purposes of the proposed transaction, under the supervision of Leonard Cross, Responsible Partner, and Nathaniel Bower, Billing Partner, who have advised the Board regarding the legal terms and conditions of the MDLA and the Ancillary Agreements, including matters relating to intellectual property rights, data privacy and security obligations, regulatory compliance, representations and warranties, indemnification provisions, limitation of liability, termination rights, and governing law.
(iii) Pinnacle Ridge Advisory LLC (200 Clarendon Street, Suite 4400, Boston, Massachusetts 02116), the Company's independent data-pricing benchmark consultant, under the direction of Franklin Osei, Managing Director, which has prepared and delivered to the Company and the Board a comprehensive pricing benchmark study, dated February 14, 2023 (the "Pinnacle Ridge Report"), analyzing the competitiveness and market reasonableness of the pricing terms set forth in the MDLA as compared to comparable enterprise data-licensing transactions in the insurance and financial services industries.
(iv) Caldwell & Strauss LLP (100 Pearl Street, Hartford, Connecticut 06103), the Company's regular outside intellectual property counsel, under the direction of Angela Firth, Partner, who has advised the Board and the Company's General Counsel regarding the implications of the proposed transaction for the Company's existing intellectual property portfolio, including the Company's pending patent applications and proprietary technology assets.
G. Board Review and Determination. The Board has reviewed the terms and conditions of the MDLA and the related Ancillary Agreements in substantially final form, including all schedules, exhibits, and appendices thereto. The Board has carefully considered and deliberated upon the financial terms of the proposed transaction, the business rationale and strategic benefits, the regulatory requirements and compliance obligations (including those arising under the Fair Credit Reporting Act ("FCRA"), 15 U.S.C. § 1681 et seq.; the Gramm-Leach-Bliley Act ("GLBA"), 15 U.S.C. § 6801 et seq.; the California Consumer Privacy Act / California Privacy Rights Act ("CCPA/CPRA"), Cal. Civ. Code § 1798.100 et seq.; and the New York Department of Financial Services Cybersecurity Regulation, 23 NYCRR Part 500), the insurance requirements, the data security provisions (including Meridian's SOC 2 Type II and ISO 27001 certifications), and the intellectual property implications of the transaction, including the potential impact on the Company's proprietary QuorumScore™ model and related patent applications. After due consideration and deliberation, and based upon the totality of the information presented to the Board, the Board has determined that the execution, delivery, and performance of the MDLA and the related Ancillary Agreements, on the terms and subject to the conditions set forth therein, are fair, reasonable, and in the best interests of the Company and its stockholders.
OPERATIVE RESOLUTIONS
NOW, THEREFORE, BE IT:
Resolution 1 — Approval of the MDLA
RESOLVED, that the execution, delivery, and performance by the Company of the Master Data License Agreement by and between the Company and Meridian Credit intelligence, Inc. (the "MDLA"), in substantially the form presented to and reviewed by the Board (with such changes, modifications, amendments, or supplements thereto as may be approved by the Authorized Officers (as defined in Resolution 3 below), in consultation with Calderwood & Harkness LLP, such approval to be conclusively evidenced by the execution and delivery thereof), are hereby authorized, approved, adopted, and ratified in all respects. The MDLA shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict-of-laws principles thereof (other than Section 5-1401 of the New York General Obligations Law). The Board hereby confirms that it has reviewed the material terms of the MDLA and has determined that the aggregate consideration payable by the Company thereunder, including all license fees, implementation fees, and potential overage charges, is fair and reasonable and consistent with the Company's budgetary and strategic plans.
Resolution 2 — Approval of Ancillary Agreements
FURTHER RESOLVED, that the execution, delivery, and performance by the Company of each of the following ancillary agreements to the MDLA (collectively, the "Ancillary Agreements"), in substantially the forms presented to and reviewed by the Board (with such changes, modifications, amendments, or supplements thereto as may be approved by the Authorized Officers, in consultation with Calderwood & Harkness LLP, such approval to be conclusively evidenced by the execution and delivery thereof), are hereby authorized, approved, adopted, and ratified in all respects:
(a) the Data Security Addendum by and between the Company and Meridian (the "DSA"), setting forth the parties' respective obligations with respect to data security controls, incident response procedures, audit rights, and related matters;
(b) the Data Processing Agreement by and between the Company and Meridian (the "DPA"), addressing the parties' compliance obligations under the California Consumer Privacy Act / California Privacy Rights Act (CCPA/CPRA) and other applicable data protection laws, including the designation of data processing roles, data subject rights procedures, and cross-border data transfer mechanisms;
(c) the Service Level Agreement by and between the Company and Meridian (the "SLA"), including Technical Schedule A thereto (Data Delivery Specifications), which establishes the performance standards, uptime commitments, data freshness requirements, delivery schedules, escalation procedures, and service credit mechanisms applicable to Meridian's delivery of the licensed data products;
(d) the FCRA Permissible Purpose Certification to be delivered by the Company to Meridian, certifying the Company's permissible purposes for obtaining and using consumer report information in accordance with Section 604 of the Fair Credit Reporting Act, 15 U.S.C. § 1681b; and
(e) any other schedules, exhibits, appendices, side letters, or ancillary documents contemplated by or executed in connection with the MDLA, including any amendments or modifications thereto that may be negotiated prior to or at the time of execution.
Resolution 3 — Designation of Authorized Signatories
FURTHER RESOLVED, that each of the following officers of the Company (each, an "Authorized Officer" and, collectively, the "Authorized Officers") is hereby authorized and empowered, acting singly and without the joinder or consent of any other officer, director, or agent of the Company, to execute and deliver, on behalf of and in the name of the Company, the MDLA, the Ancillary Agreements, and any and all other documents, instruments, agreements, certificates, notices, consents, acknowledgments, and communications contemplated thereby or necessary, advisable, or desirable in connection therewith:
(i) Margaret "Meg" Tierney, Chief Executive Officer;
(ii) Carolyn Whitford, General Counsel and Executive Vice President; and
(iii) Thomas Ng, Vice President, Enterprise Procurement.
Any one Authorized Officer, acting alone, shall have full power and authority to bind the Company with respect to any and all matters contemplated by these resolutions. The signature of any single Authorized Officer on any document executed pursuant to the authority granted herein shall be sufficient to bind the Company and shall constitute conclusive evidence that such document has been duly authorized, executed, and delivered on behalf of the Company.
Resolution 4 — Authorization of Lender Consent Process
FURTHER RESOLVED, that the Authorized Officers are hereby authorized, empowered, and directed to take any and all actions necessary, advisable, or appropriate to obtain the consent or waiver of the Required Lenders (as defined in the Credit Agreement) under Section 7.12(b) of the Amended and Restated Credit Agreement, dated as of June 15, 2021, by and among the Company, the Lenders party thereto, and Standish National Bank, N.A., as Administrative Agent (the "Credit Agreement"), in connection with the Company's entry into the MDLA and the Ancillary Agreements and the performance of the Company's obligations thereunder, including without limitation:
(a) the preparation, submission, and delivery of any consent request letters, information packages, financial statements, projections, or other documentation to Standish National Bank, N.A. (in its capacity as Administrative Agent), the Required Lenders, or any individual Lender;
(b) the provision of such information and access as may be reasonably requested by Standish National Bank, N.A. or the Required Lenders in connection with their review and evaluation of the proposed transaction;
(c) the negotiation, execution, and delivery of any lender consent letter, waiver letter, consent and amendment agreement, or similar document evidencing the consent or waiver of the Required Lenders; and
(d) the payment of any consent fees, amendment fees, or other charges reasonably required by the Administrative Agent or the Required Lenders in connection with the granting of such consent or waiver, provided that any such fees shall not exceed an aggregate amount of Five Hundred Thousand Dollars ($500,000) without further Board approval.
Resolution 5 — Authorization to Deliver Certificates and Closing Documents
FURTHER RESOLVED, that the Authorized Officers are hereby authorized and empowered to execute and deliver, on behalf of and in the name of the Company, the following closing deliverables and related documents in connection with the consummation of the transactions contemplated by the MDLA and the Ancillary Agreements:
(a) an officer's certificate of the Company, in form and substance satisfactory to Meridian and its counsel, certifying as to the truth, accuracy, and completeness of the Company's representations and warranties set forth in the MDLA and the Ancillary Agreements and the satisfaction of all conditions precedent to closing specified therein;
(b) a secretary's certificate of the Company, executed by the Secretary or an Assistant Secretary of the Company, attaching true, correct, and complete certified copies of (I) these resolutions, (II) the Company's Restated Certificate of Incorporation (as amended), (III) the Company's Amended and Restated Bylaws, and (IV) an incumbency certificate identifying the Authorized Officers and certifying the authenticity of their respective signatures;
(c) a bring-down certificate of the Company, dated as of the closing date, confirming that the representations, warranties, and covenants of the Company set forth in the MDLA and the Ancillary Agreements remain true and correct in all material respects as of such date; and
(d) any other certificates, instruments, opinions, or documents required or contemplated to be delivered by the Company in connection with the closing of the transactions contemplated by the MDLA and the Ancillary Agreements, including any documents required by Standish National Bank, N.A. or the Required Lenders in connection with the lender consent process.
Resolution 6 — Insurance Compliance
FURTHER RESOLVED, that the Authorized Officers are hereby authorized, empowered, and directed to cause the Company to obtain and maintain, or to confirm that the Company's existing insurance coverage satisfies, all insurance requirements set forth in the MDLA and the Ancillary Agreements, including without limitation:
(a) commercial general liability insurance with minimum coverage limits of not less than Five Million Dollars ($5,000,000) per occurrence and Ten Million Dollars ($10,000,000) in the aggregate, written on an occurrence basis and covering bodily injury, property damage, and personal and advertising injury; and
(b) cyber liability insurance (including coverage for network security liability, privacy liability, media liability, and technology errors and omissions) with minimum coverage limits of not less than Fifty Million Dollars ($50,000,000) in the aggregate, written on a claims-made basis and providing coverage for data breach response costs, regulatory defense expenses, and third-party claims arising from security incidents or unauthorized access to data.
The Authorized Officers are further authorized and directed to cause the Company's insurance broker to prepare and deliver to Meridian certificates of insurance and, where required, evidence of coverage endorsements naming Meridian as an additional insured or loss payee, as applicable, in accordance with the requirements of the MDLA.
Resolution 7 — Regulatory Compliance Authorization
FURTHER RESOLVED, that the Authorized Officers, together with Claudia Reeves, Vice President, Regulatory and Compliance, and Gregory Stahl, Vice President, Legal Affairs, are hereby authorized, empowered, and directed to take any and all actions necessary, advisable, or appropriate to ensure the Company's compliance with all applicable federal, state, and local laws, rules, regulations, and regulatory requirements in connection with the receipt, processing, storage, use, and dissemination of data obtained from Meridian pursuant to the MDLA and the Ancillary Agreements, including but not limited to the following:
(a) the Fair Credit Reporting Act ("FCRA"), 15 U.S.C. § 1681 et seq., including all permissible purpose requirements under Section 604 (15 U.S.C. § 1681b), adverse action notice requirements under Section 615 (15 U.S.C. § 1681m), accuracy and dispute resolution obligations under Sections 611 and 623 (15 U.S.C. §§ 1681i, 1681s-2), and all regulations promulgated thereunder by the Consumer Financial Protection Bureau;
(b) the Gramm-Leach-Bliley Act ("GLBA"), 15 U.S.C. § 6801 et seq., including the privacy notice and opt-out requirements of Regulation P (12 C.F.R. Part 1016), the safeguards requirements of the FTC Safeguards Rule (16 C.F.R. Part 314), and any applicable state insurance department privacy regulations implementing the NAIC Insurance Data Security Model Law;
(c) the California Consumer Privacy Act / California Privacy Rights Act ("CCPA/CPRA"), Cal. Civ. Code § 1798.100 et seq., as amended, including the requirements applicable to service providers and contractors, data subject access and deletion rights, opt-out of sale and sharing requirements, and the regulations promulgated by the California Privacy Protection Agency;
(d) the New York Department of Financial Services Cybersecurity Regulation, 23 NYCRR Part 500, including the requirements for cybersecurity programs, risk assessments, access controls, encryption, audit trails, incident response planning, and annual certifications of compliance applicable to covered entities; and
(e) all other state insurance data-security laws and regulations applicable to the Company's operations, including but not limited to the requirements of the Connecticut Insurance Data Security Law (Conn. Gen. Stat. § 38a-38 et seq.), and any other state laws implementing the NAIC Insurance Data Security Model Law in jurisdictions where the Company is licensed or conducts business.
The foregoing individuals are authorized to engage outside regulatory counsel, data privacy consultants, and cybersecurity advisors as they may deem necessary or appropriate in connection with the implementation and ongoing compliance with the foregoing regulatory obligations.
Resolution 8 — Implementation and Integration Authorization
FURTHER RESOLVED, that the Authorized Officers are hereby authorized and empowered to cause the Company to pay the one-time implementation and integration fee of One Million Five Hundred Thousand Dollars ($1,500,000) to Meridian in accordance with the payment terms and schedule set forth in the MDLA. The Authorized Officers are further authorized to direct the Company's technical team, under the supervision and direction of Priya Nair, Director, Data Engineering, and Rajesh Anand, Chief Data Officer, to undertake all integration activities, systems configuration, testing, and related technical work necessary or desirable to receive, ingest, validate, and process Meridian's data feeds via the delivery methods specified in the MDLA and Technical Schedule A to the SLA, including SFTP batch delivery and REST API real-time and near-real-time delivery methods. The Authorized Officers are further authorized to approve expenditures for internal and third-party integration resources, infrastructure upgrades, and related costs, in amounts consistent with the capital expenditure and operating budgets previously approved by the Board.
Resolution 9 — General Authorization
FURTHER RESOLVED, that the Authorized Officers are hereby authorized and empowered, in the name and on behalf of the Company, to do or cause to be done any and all such other acts, to negotiate, prepare, execute, and deliver any and all such other documents, instruments, agreements, certificates, notices, filings, and communications, and to take any and all such other actions, in each case as any such Authorized Officer may deem necessary, advisable, or appropriate to carry out the purposes and intent of the foregoing resolutions and to consummate the transactions contemplated hereby, the execution of any such document or the taking of any such action by any Authorized Officer to be conclusive evidence of such officer's determination that such document or action is necessary, advisable, or appropriate.
FURTHER RESOLVED, that any and all actions heretofore taken by any officer, director, employee, or agent of the Company, or by Calderwood & Harkness LLP, Pinnacle Ridge Advisory LLC, or Caldwell & Strauss LLP on behalf of the Company, in connection with the negotiation, preparation, and advancement of the MDLA, the Ancillary Agreements, the lender consent process, and all other matters contemplated by the foregoing resolutions, including all actions taken prior to the date hereof, are hereby ratified, confirmed, adopted, and approved in all respects as the acts and deeds of the Company.
Resolution 10 — Conditions Precedent
FURTHER RESOLVED, that notwithstanding any other provision of these resolutions, the authority granted herein to the Authorized Officers to execute and deliver the MDLA and the Ancillary Agreements and to consummate the transactions contemplated thereby shall be expressly subject to and conditioned upon the prior satisfaction (or waiver by the Board or a duly authorized committee thereof) of each of the following conditions precedent:
(a) Lender Consent. Receipt by the Company of the written consent or waiver of Standish National Bank, N.A. (in its capacity as Administrative Agent under the Credit Agreement) and the Required Lenders (as defined in the Credit Agreement) under Section 7.12(b) of the Credit Agreement, in form and substance satisfactory to the Company's General Counsel, authorizing the Company's entry into the MDLA and the Ancillary Agreements and confirming that such entry shall not constitute a Default or Event of Default under the Credit Agreement;
(b) Completion of Negotiations. Completion of all outstanding negotiations and finalization of the MDLA and all Ancillary Agreements in form and substance satisfactory to the Authorized Officers, in consultation with Calderwood & Harkness LLP, including resolution of all open negotiation points identified in Calderwood & Harkness's memorandum to the Board referenced in Recital B above;
(c) Regulatory Compliance. Confirmation by the Company's General Counsel and Vice President, Regulatory and Compliance, that all applicable regulatory compliance measures, policies, procedures, and systems are in place and operational to support the Company's receipt, processing, and use of Meridian data in accordance with the FCRA, GLBA, CCPA/CPRA, 23 NYCRR Part 500, and all other applicable laws and regulations;
(d) Meridian Insurance. Delivery by Meridian to the Company of satisfactory evidence of Meridian's required insurance coverage under the MDLA, including (I) commercial general liability insurance with minimum coverage limits of not less than Five Million Dollars ($5,000,000) per occurrence, and (II) cyber liability and technology errors and omissions insurance with minimum coverage limits of not less than Twenty-Five Million Dollars ($25,000,000) in the aggregate, together with certificates of insurance and, where applicable, additional insured endorsements naming the Company; and
(e) SOC 2 and ISO 27001 Certifications. Delivery by Meridian to the Company of (I) Meridian's current SOC 2 Type II report, issued by an independent auditing firm and covering the security, availability, and confidentiality trust services criteria, with a report period ending no earlier than twelve (12) months prior to the anticipated closing date, and (II) Meridian's current ISO 27001:2022 certification (or equivalent), issued by an accredited certification body, confirming Meridian's compliance with international information security management system standards.
Upon the satisfaction of all of the foregoing conditions precedent, the Authorized Officers shall be authorized to proceed with the execution and delivery of the MDLA and the Ancillary Agreements without further action or approval of the Board, unless the Board otherwise directs.
SIGNATURE PAGE
IN WITNESS WHEREOF, the undersigned directors of Quorum Insurance Holdings Corp., constituting all of the members of the Board of Directors of the Company, have executed this Unanimous Written Consent of the Board of Directors in Lieu of a Special Meeting as of the date first written above, to be effective as of the date on which the last director signs below.
________________________________________
Harrison Kimble Director, Board Chair
Date: ________
________________________________________
[Director Name] Director
Date: ________
________________________________________
[Director Name] Director
Date: ________
________________________________________
[Director Name] Director
Date: ________
________________________________________
[Director Name] Director
Date: ________
________________________________________
[Director Name] Director
Date: ________
________________________________________
[Director Name] Director
Date: ________
[Note: Additional signature lines to be inserted for all remaining members of the Board of Directors upon confirmation of current Board composition. The number of signature lines shall equal the total number of directors then in office, as this consent requires the unanimous written consent of all directors.]
APPENDIX A — SECRETARY'S CERTIFICATION
CERTIFICATE OF THE SECRETARY OF QUORUM INSURANCE HOLDINGS CORP.
I, the undersigned, being the duly elected, qualified, and acting Secretary of Quorum Insurance Holdings Corp., a Delaware corporation (the "Company"), do hereby certify that:
1.  The foregoing Unanimous Written Consent of the Board of Directors of Quorum Insurance Holdings Corp. in Lieu of a Special Meeting (the "Consent") is a true, correct, and complete copy of the Consent duly adopted by the Board of Directors of the Company in accordance with Section 141(f) of the General Corporation Law of the State of Delaware and Article III, Section 3.12 of the Company's Amended and Restated Bylaws.
2.  The Consent has been signed by all of the members of the Board of Directors of the Company as of the effective date thereof.
3.  The Consent has not been amended, modified, rescinded, or revoked and remains in full force and effect as of the date hereof.
4.  The persons identified in Resolution 3 of the Consent as Authorized Officers are duly elected, qualified, and acting officers of the Company, holding the respective titles set forth therein, and the signatures appearing on the MDLA, the Ancillary Agreements, and any related documents are their genuine signatures.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of the Company as of this _ day of ___, 202[●].
________________________________________
Name: ________
Title: Secretary, Quorum Insurance Holdings Corp.
Date: ________
[CORPORATE SEAL]
Note: This certification to be completed upon execution of the Unanimous Written Consent by all members of the Board of Directors.
Prepared by Calderwood & Harkness LLP — C&H Matter No. 1025-00008
Draft dated [●] — Subject to revision upon completion of MDLA negotiations
PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT

UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF QUORUM INSURANCE HOLDINGS CORP.

IN LIEU OF A SPECIAL MEETING

PRELIMINARY RECITALS

OPERATIVE RESOLUTIONS

NOW, THEREFORE, BE IT:

SIGNATURE PAGE

CERTIFICATE OF THE SECRETARY OF QUORUM INSURANCE HOLDINGS CORP.

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