1025-00008 · Quorum Insurance Holdings · Corporate Authorizations

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PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT

C&H Matter No. 1025-00008

Prepared by: Marcus Weill, Associate Corporate/Commercial Calderwood & Harkness LLP 425 Park Avenue New York, NY 10022

DRAFT — Prepared for Future Use — Subject to Completion Upon Resolution of Open Negotiation Issues

OFFICER'S CERTIFICATE OF QUORUM INSURANCE HOLDINGS CORP.

Delivered Pursuant to Section [__] of the Master Data License Agreement

The undersigned, a duly authorized officer of Quorum Insurance Holdings Corp., a corporation organized and existing under the laws of the State of Delaware (the "Company" or "Quorum"), hereby certifies, in connection with and pursuant to Section [__] of that certain Master Data License Agreement (the "**MDLA**" or the "**Agreement**"), dated as of [__], 20[], by and between Quorum Insurance Holdings Corp. and Meridian Credit intelligence, Inc., a corporation organized and existing under the laws of the State of Georgia ("Meridian"), as follows:

This Officer's Certificate (this "Certificate") is being delivered on the Effective Date (as defined in the MDLA) in satisfaction of the conditions precedent set forth in the MDLA requiring delivery of an officer's certificate of the Company. The undersigned is delivering this Certificate in his/her capacity as [__] of the Company, and is duly authorized to do so pursuant to the resolutions of the Board of Directors of the Company described in Section 2 below.

All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the MDLA. This Certificate constitutes a "condition precedent" to the effectiveness of the MDLA as contemplated by Section [__] thereof, and the undersigned acknowledges that the delivery of this Certificate is required in order for the MDLA to become effective in accordance with its terms.

The undersigned, being duly authorized to execute and deliver this Certificate on behalf of the Company, and having made due inquiry of such officers and employees of the Company as the undersigned has deemed necessary and appropriate for purposes of the certifications set forth herein, hereby certifies to Meridian as follows:

Section 1. Identity of Certifying Officer

The undersigned officer delivering this Certificate is:

Name: [__]

Title: [__]

[Note: Placeholder for authorized officer — to be filled in at closing. It is currently anticipated that the certifying officer will be Carolyn Whitford, General Counsel & Executive Vice President, or another authorized signatory designated by the Board of Directors of the Company in the Authorizing Resolutions (as defined below).]

The undersigned is a duly elected and appointed officer of Quorum Insurance Holdings Corp., a corporation duly organized and existing under the laws of the State of Delaware, with its principal executive offices located at 1200 Atlantic Street, Suite 3400, Stamford, Connecticut 06901. The Company's relevant organizational and identifying information is as follows:

State of Incorporation: Delaware

Delaware Entity File Number: 7234819

Federal Employer Identification Number (EIN): 83-2147605

Nasdaq Global Select Market Ticker Symbol: QIHC

Registered Agent in Delaware: National Registered Agents of Delaware, Inc., 1209 Orange Street, Wilmington, Delaware 19801

The undersigned has held the office set forth above continuously since [his/her] election or appointment by the Board of Directors of the Company and is qualified and acting in such capacity as of the date hereof.

Section 2. Authority and Authorization

The undersigned hereby certifies that the Board of Directors of the Company has duly adopted resolutions (the "Authorizing Resolutions") at a meeting of the Board of Directors duly called and held on [__], at which a quorum was present and acting throughout, authorizing the execution, delivery, and performance by the Company of the MDLA and all ancillary documents, instruments, agreements, and certificates contemplated thereby or delivered in connection therewith, including without limitation the following (collectively with the MDLA, the "Transaction Documents"):

(a) the Data Security Addendum;

(b) the Data Processing Agreement (CCPA/CPRA Compliance);

(d) Technical Schedule A (Data Delivery Specifications); and

(e) the FCRA Permissible Purpose Certification.

The meeting at which the Authorizing Resolutions were adopted was presided over by Harrison Kimble, Chairman of the Board of Directors of the Company, and the Authorizing Resolutions were adopted by the unanimous vote of all directors present at such meeting in accordance with the Company's Certificate of Incorporation, Bylaws, and the Delaware General Corporation Law.

The undersigned further certifies that the Authorizing Resolutions have not been amended, modified, revoked, rescinded, or superseded in any respect and remain in full force and effect as of the date of this Certificate. A true, correct, and complete copy of the Authorizing Resolutions is attached to the Secretary's Certificate being delivered concurrently herewith.

The undersigned further certifies that no further corporate action, vote, consent, or approval on the part of the Board of Directors, any committee thereof, or the stockholders of the Company is required in connection with the execution, delivery, and performance of the Transaction Documents or the consummation of the transactions contemplated thereby. The Authorizing Resolutions constitute all corporate action necessary on the part of the Company to authorize the entry into and performance of the Transaction Documents in their entirety.

Section 3. Certification as to Representations and Warranties

The undersigned hereby certifies that each of the representations and warranties made by the Company in Article [__] of the MDLA is true and correct in all material respects as of the date of the MDLA and as of the date of this Certificate, with the same force and effect as though such representations and warranties had been made on and as of the date of this Certificate; provided, however, that (i) to the extent any such representation or warranty is qualified by materiality, "material adverse effect," or words of similar import, such representation or warranty is true and correct in all respects (without duplication of any materiality qualifier) as of each such date, and (ii) to the extent any such representation or warranty expressly relates to an earlier date, such representation or warranty is true and correct in all material respects (or, where so qualified, in all respects) as of such earlier date.

Without limiting the generality of the foregoing, the undersigned specifically certifies the truth and correctness in all material respects (or, where qualified by materiality or material adverse effect, in all respects) of the Company's representations and warranties relating to the following matters:

(a) Due Organization, Valid Existence, and Good Standing. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Company has all requisite corporate power and authority to own, lease, and operate its properties and to conduct its business as presently conducted.

(b) Qualification to Do Business. The Company is duly qualified or licensed to do business and is in good standing as a foreign corporation in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, including the State of Connecticut and each other state in which Quorum operates its insurance and financial technology businesses, 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.

(c) Corporate Power and Authority. The Company has full corporate power and authority to enter into, execute, deliver, and perform each of the Transaction Documents to which it is a party and to consummate the transactions contemplated thereby.

(d) Due Authorization and Enforceability. Each of the Transaction Documents to which the Company is a party has been duly authorized by all necessary corporate action on the part of the Company and, when duly executed and delivered by the Company (assuming due authorization, execution, and delivery by Meridian), will constitute a legal, valid, and binding obligation of the Company, enforceable against the Company 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) No Conflict. The execution, delivery, and performance by the Company of the Transaction Documents, and the consummation of the transactions contemplated thereby, do not and will not (i) conflict with or violate the Company's Certificate of Incorporation (as amended and/or restated) or Bylaws (as amended and/or restated), (ii) conflict with, result in any breach of, constitute a default (or an event that, with notice or lapse of time, or both, would become a default) under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice or consent under, any material agreement, contract, instrument, lease, license, or permit to which the Company is a party or by which the Company or any of its properties or assets is bound, including without limitation the Amended and Restated Credit Agreement, dated as of June 15, 2021 (as amended, restated, supplemented, or otherwise modified from time to time), among the Company, the Lenders party thereto, and Standish National Bank, N.A., as Administrative Agent (the "Credit Agreement"), or (iii) violate any applicable law, statute, rule, regulation, order, judgment, injunction, or decree of any governmental or regulatory authority applicable to the Company or any of its properties or assets.

(f) Compliance with Applicable Laws and Regulations. The Company is in compliance in all material respects with all applicable laws, statutes, rules, regulations, orders, judgments, and decrees, including without limitation the Fair Credit Reporting Act (15 U.S.C. § 1681 et seq.) ("FCRA"), the Gramm-Leach-Bliley Act (15 U.S.C. § 6801 et seq.) ("GLBA"), the California Consumer Privacy Act (Cal. Civ. Code § 1798.100 et seq.), as amended by the California Privacy Rights Act (collectively, "CCPA/CPRA"), applicable state insurance data-security laws and regulations, and Title 23 of the New York Codes, Rules and Regulations, Part 500 (the New York Department of Financial Services Cybersecurity Regulation, "23 NYCRR 500"), in each case as applicable to the Company's business, operations, and performance under the Transaction Documents.

(g) Governmental and Regulatory Approvals. All governmental and regulatory approvals, consents, registrations, permits, authorizations, notices, and filings required to be obtained or made by the Company in connection with the execution, delivery, and performance of the Transaction Documents, and the consummation of the transactions contemplated thereby, have been duly obtained or made and are in full force and effect, except where the failure to obtain or make any such approval, consent, registration, permit, authorization, notice, or filing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(h) No Pending or Threatened Litigation. There is no action, suit, proceeding, claim, investigation, or inquiry pending or, to the knowledge of the undersigned (as defined in Section 9 hereof), threatened against or affecting the Company that would materially impair the Company's ability to perform its obligations under any of the Transaction Documents or that challenges or seeks to prevent, enjoin, alter, or materially delay the consummation of any of the transactions contemplated by the Transaction Documents.

Section 4. Certification as to Satisfaction of Conditions Precedent

The undersigned hereby certifies that all conditions precedent to the effectiveness of the MDLA set forth in Section [__] of the MDLA that are required to be satisfied by or on behalf of the Company on or prior to the Effective Date have been duly and fully satisfied (or, to the extent applicable, waived by Meridian in writing), including without limitation the following:

(a) Execution and Delivery of the MDLA. The MDLA has been duly executed and delivered by the Company.

(b) Execution and Delivery of the Data Security Addendum. The Data Security Addendum has been duly executed and delivered by the Company.

(c) Execution and Delivery of the Data Processing Agreement. The Data Processing Agreement (CCPA/CPRA Compliance) has been duly executed and delivered by the Company.

(d) Execution and Delivery of the Service Level Agreement. The Service Level Agreement has been duly executed and delivered by the Company.

(e) Execution and Delivery of Technical Schedule A. Technical Schedule A (Data Delivery Specifications) has been duly executed and delivered by the Company.

(f) Delivery of the FCRA Permissible Purpose Certification. The FCRA Permissible Purpose Certification has been duly executed and delivered by the Company, certifying the Company's permissible purposes under FCRA Section 604 (15 U.S.C. § 1681b) for accessing and using consumer report information furnished by Meridian pursuant to the MDLA.

(g) Delivery of the Authorizing Resolutions. A certified copy of the Authorizing Resolutions has been delivered to Meridian as an attachment to the Secretary's Certificate described in clause (i) below.

(h) Delivery of the Officer's Certificate. This Certificate has been duly executed and delivered by the Company.

(i) Delivery of the Secretary's Certificate. The Secretary's Certificate of the Company has been duly executed and delivered, together with certified copies of the Company's Certificate of Incorporation (as amended and/or restated), the Company's Bylaws (as amended and/or restated), the Authorizing Resolutions, and incumbency information for each officer of the Company authorized to execute and deliver the Transaction Documents.

(j) Delivery of Evidence of Insurance Coverage. Evidence of the Company's insurance coverage has been delivered to Meridian, demonstrating that the Company maintains insurance coverage meeting or exceeding the minimum levels specified in 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 (technology errors and omissions and network security/privacy) insurance with an aggregate limit of not less than Fifty Million Dollars ($50,000,000).

(k) Delivery of SOC 2 Type II Report. The Company's Service Organization Controls 2 (SOC 2) Type II report has been delivered to Meridian. Such report was issued by Felton Thorpe & Co. LLP, an independent certified public accounting firm, and covers the twelve-month period ending December 31, 2023 (or, if a more recent report has been issued as of the Effective Date, the most recent available report). The report covers the Trust Services Criteria relevant to the Company's obligations under the Transaction Documents, including the categories of Security, Availability, Processing Integrity, Confidentiality, and Privacy, as applicable.

(l) Receipt of Lender Consent. The Company has received a consent or waiver from Standish National Bank, N.A., in its capacity as Administrative Agent, acting on behalf of and with the requisite approval of the Required Lenders (as defined in the Credit Agreement), pursuant to and in accordance with Section 7.12(b) of the Credit Agreement, consenting to the Company's entry into and performance of the MDLA. Such consent was required because the aggregate license value of the MDLA (approximately Sixty Million Dollars ($60,000,000)) exceeds the Twenty-Five Million Dollar ($25,000,000) threshold set forth in Section 7.12(b) of the Credit Agreement for the incurrence of material data license and technology service obligations without prior lender consent.

(m) Payment of Implementation Fee. The Company has paid (or has made arrangements satisfactory to Meridian for the payment of) the one-time implementation and integration fee of One Million Five Hundred Thousand Dollars ($1,500,000) to Meridian in accordance with the terms and conditions of the MDLA, or, if applicable, Meridian has confirmed the payment terms applicable thereto in writing.

A schedule of all Transaction Documents being delivered in connection with the closing of the MDLA is attached hereto as Exhibit A.

Section 5. Certification as to No Material Adverse Change

The undersigned hereby certifies that, since the date of the MDLA (or, if earlier, since [__], 20[], the reference date specified in Section [__] of the MDLA), no event, circumstance, development, change, condition, occurrence, or effect has occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect (as defined in the MDLA) on the Company's business, assets, liabilities, financial condition, results of operations, prospects, or ability to perform its obligations under the Transaction Documents.

For reference purposes, the Company's most recent publicly filed financial statements (as reported in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Securities and Exchange Commission) reflect the following baseline financial information:

• Total revenues for fiscal year 2023: approximately $4.18 billion;

• Net income for fiscal year 2023: approximately $312 million; and

• Total consolidated assets as of December 31, 2023: approximately $27.6 billion.

Since the date of such financial statements, there has been no material adverse change in the Company's business, assets, liabilities, financial condition, or results of operations, and no event, circumstance, or development has occurred that, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Section 6. Incumbency Certification

The undersigned hereby certifies the name, title, and specimen signature of each officer of the Company who has been duly authorized, pursuant to the Authorizing Resolutions, to execute and deliver the Transaction Documents on behalf of the Company. Each person identified in the table below has been duly elected or appointed to the office set forth opposite his or her name, is qualified and acting in such capacity as of the date hereof, and the signature set forth opposite his or her name is such person's genuine signature:

[Note: Anticipated signatories may include Carolyn Whitford (General Counsel & Executive Vice President), Thomas Ng (Vice President, Enterprise Procurement), or such other officers of the Company as may be designated in the Authorizing Resolutions. To be confirmed and completed at closing.]

The undersigned further certifies that each person identified in the table above is duly authorized, in the capacity indicated, to execute and deliver, on behalf of the Company, each of the Transaction Documents and any other document, instrument, or certificate required to be executed and delivered by the Company in connection with the MDLA and the transactions contemplated thereby.

Section 7. No Defaults or Violations

The undersigned hereby certifies that:

(a) No Default or Event of Default (as such terms are defined in the MDLA) has occurred and is continuing under the MDLA as of the date of this Certificate.

(b) The execution, delivery, and performance of the Transaction Documents by the Company does not and will not:

(i) violate any provision of the Company's Certificate of Incorporation (as amended and/or restated) or Bylaws (as amended and/or restated);

(ii) result in a breach of, constitute a default (or an event that, with notice or lapse of time, or both, would become a default) under, or otherwise conflict with any material agreement, instrument, obligation, contract, lease, license, or permit to which the Company is a party or by which the Company or any of its properties or assets is bound, including specifically and without limitation the Credit Agreement (which provides for a revolving credit facility in an aggregate principal amount of One Billion Two Hundred Million Dollars ($1,200,000,000)), subject in all cases to the receipt of the lender consent referenced in Section 4(l) above; or

(iii) violate any applicable law, statute, rule, regulation, order, judgment, injunction, or decree of any governmental or regulatory authority applicable to the Company or any of its properties, assets, or operations.

The undersigned further certifies that, to the knowledge of the undersigned (as defined in Section 9 hereof), no circumstance exists that, with the passage of time, the giving of notice, or both, would constitute a Default or Event of Default under the MDLA.

Section 8. Reliance

The undersigned acknowledges and confirms that (a) Meridian Credit intelligence, Inc. is relying on the certifications, representations, and statements contained in this Certificate in connection with the consummation of the transactions contemplated by the MDLA, including without limitation the licensing of consumer and commercial credit data products to the Company, and (b) such reliance is a material inducement to Meridian's willingness to enter into and perform its obligations under the MDLA and the other Transaction Documents.

The undersigned further acknowledges that this Certificate may also be relied upon by Meridian's outside legal counsel, Kessler Pruitt & Ashe LLP, and by any other party that is expressly entitled to rely thereon under the terms of the MDLA or any other Transaction Document.

The undersigned delivers this Certificate with the understanding that the certifications, representations, and statements set forth herein shall survive the execution and delivery of the MDLA and the other Transaction Documents for the period specified in the MDLA.

Section 9. Knowledge Qualifier

For purposes of this Certificate, the certifications and statements made herein to the "knowledge" of the undersigned, or qualified by reference to the "knowledge" of the undersigned or of the Company, shall mean the actual knowledge of the undersigned after due inquiry, including due inquiry of the following officers and senior employees of the Company:

(a) Carolyn Whitford, General Counsel & Executive Vice President;

(b) Gregory Stahl, Vice President, Legal Affairs;

(d) Claudia Reeves, Vice President, Regulatory & Compliance; and

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

For the avoidance of doubt, "due inquiry" shall mean inquiry of such nature and scope as a reasonably prudent officer of a publicly traded company would undertake in connection with the delivery of a certificate of this nature, taking into account the materiality of the matters being certified and the accessibility of relevant information.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has executed and delivered this Officer's Certificate as of the date first set forth below.

QUORUM INSURANCE HOLDINGS CORP.

By: ________

Name: [__]

Title: [__]

Date: [__], 20[__]

Address:

1200 Atlantic Street, Suite 3400 Stamford, Connecticut 06901

EXHIBIT A

SCHEDULE OF TRANSACTION DOCUMENTS

The following is a complete list of all Transaction Documents being delivered in connection with the closing of the MDLA:

1. Master Data License Agreement, dated as of [__], 20[__], by and between Quorum Insurance Holdings Corp. and Meridian Credit intelligence, Inc.

2. Data Security Addendum to the Master Data License Agreement.

3. Data Processing Agreement (CCPA/CPRA Compliance) entered into by and between Quorum Insurance Holdings Corp. and Meridian Credit intelligence, Inc.

4. Service Level Agreement entered into by and between Quorum Insurance Holdings Corp. and Meridian Credit intelligence, Inc.

5. Technical Schedule A — Data Delivery Specifications, covering the following Meridian data products: MCI Consumer Credit File™, MCI CommercialView™, and MCI AltSignal™, and setting forth the technical specifications, file formats, delivery methods, frequency of delivery, and data field mappings applicable to the Company's licensed access to such products.

6. FCRA Permissible Purpose Certification executed by Quorum Insurance Holdings Corp., certifying the Company's permissible purposes under Section 604 of the Fair Credit Reporting Act (15 U.S.C. § 1681b).

7. Board Resolution of Quorum Insurance Holdings Corp. (the Authorizing Resolutions), adopted by the Board of Directors on [__], as certified in the Secretary's Certificate.

8. Officer's Certificate of Quorum Insurance Holdings Corp. (this Certificate).

9. Secretary's Certificate of Quorum Insurance Holdings Corp., together with certified copies of the Company's Certificate of Incorporation, Bylaws, Authorizing Resolutions, and incumbency information.

10. Lender Consent/Waiver from Standish National Bank, N.A., as Administrative Agent under the Credit Agreement, consenting to the Company's entry into the MDLA pursuant to Section 7.12(b) of the Credit Agreement.

11. Evidence of Insurance Coverage demonstrating that the Company maintains commercial general liability insurance (minimum $5,000,000 per occurrence) and cyber liability insurance (minimum $50,000,000 aggregate), as required by the MDLA.

12. SOC 2 Type II Report issued by Felton Thorpe & Co. LLP, covering the period ending December 31, 2023 (or the most recent available report).

13. Bring-Down Certificate (if required at a separate closing date pursuant to the terms of the MDLA).

C&H Matter No. 1025-00008 Prepared by: Marcus Weill, Associate, Corporate/Commercial, Calderwood & Harkness LLP Draft Status: DRAFT — Prepared for Future Use — Subject to Completion Upon Resolution of Open Negotiation Issues Governing Law: The MDLA is governed by the laws of the State of New York without regard to conflicts-of-law principles.

PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT

Name	Title	Specimen Signature
[__]	[__]	________
[__]	[__]	________
[__]	[__]	________

PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT
C&H Matter No. 1025-00008
Prepared by: Marcus Weill, Associate Corporate/Commercial Calderwood & Harkness LLP 425 Park Avenue New York, NY 10022
DRAFT — Prepared for Future Use — Subject to Completion Upon Resolution of Open Negotiation Issues
OFFICER'S CERTIFICATE OF QUORUM INSURANCE HOLDINGS CORP.
Delivered Pursuant to Section [__] of the Master Data License Agreement
The undersigned, a duly authorized officer of Quorum Insurance Holdings Corp., a corporation organized and existing under the laws of the State of Delaware (the "Company" or "Quorum"), hereby certifies, in connection with and pursuant to Section [__] of that certain Master Data License Agreement (the "**MDLA**" or the "**Agreement**"), dated as of [__], 20[], by and between Quorum Insurance Holdings Corp. and Meridian Credit intelligence, Inc., a corporation organized and existing under the laws of the State of Georgia ("Meridian"), as follows:
This Officer's Certificate (this "Certificate") is being delivered on the Effective Date (as defined in the MDLA) in satisfaction of the conditions precedent set forth in the MDLA requiring delivery of an officer's certificate of the Company. The undersigned is delivering this Certificate in his/her capacity as [__] of the Company, and is duly authorized to do so pursuant to the resolutions of the Board of Directors of the Company described in Section 2 below.
All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the MDLA. This Certificate constitutes a "condition precedent" to the effectiveness of the MDLA as contemplated by Section [__] thereof, and the undersigned acknowledges that the delivery of this Certificate is required in order for the MDLA to become effective in accordance with its terms.
The undersigned, being duly authorized to execute and deliver this Certificate on behalf of the Company, and having made due inquiry of such officers and employees of the Company as the undersigned has deemed necessary and appropriate for purposes of the certifications set forth herein, hereby certifies to Meridian as follows:
Section 1. Identity of Certifying Officer
The undersigned officer delivering this Certificate is:
Name: [__]
Title: [__]
[Note: Placeholder for authorized officer — to be filled in at closing. It is currently anticipated that the certifying officer will be Carolyn Whitford, General Counsel & Executive Vice President, or another authorized signatory designated by the Board of Directors of the Company in the Authorizing Resolutions (as defined below).]
The undersigned is a duly elected and appointed officer of Quorum Insurance Holdings Corp., a corporation duly organized and existing under the laws of the State of Delaware, with its principal executive offices located at 1200 Atlantic Street, Suite 3400, Stamford, Connecticut 06901. The Company's relevant organizational and identifying information is as follows:
State of Incorporation: Delaware
Delaware Entity File Number: 7234819
Federal Employer Identification Number (EIN): 83-2147605
Nasdaq Global Select Market Ticker Symbol: QIHC
Registered Agent in Delaware: National Registered Agents of Delaware, Inc., 1209 Orange Street, Wilmington, Delaware 19801
The undersigned has held the office set forth above continuously since [his/her] election or appointment by the Board of Directors of the Company and is qualified and acting in such capacity as of the date hereof.
Section 2. Authority and Authorization
The undersigned hereby certifies that the Board of Directors of the Company has duly adopted resolutions (the "Authorizing Resolutions") at a meeting of the Board of Directors duly called and held on [__], at which a quorum was present and acting throughout, authorizing the execution, delivery, and performance by the Company of the MDLA and all ancillary documents, instruments, agreements, and certificates contemplated thereby or delivered in connection therewith, including without limitation the following (collectively with the MDLA, the "Transaction Documents"):
(a) the Data Security Addendum;
(b) the Data Processing Agreement (CCPA/CPRA Compliance);
(c) the Service Level Agreement;
(d) Technical Schedule A (Data Delivery Specifications); and
(e) the FCRA Permissible Purpose Certification.
The meeting at which the Authorizing Resolutions were adopted was presided over by Harrison Kimble, Chairman of the Board of Directors of the Company, and the Authorizing Resolutions were adopted by the unanimous vote of all directors present at such meeting in accordance with the Company's Certificate of Incorporation, Bylaws, and the Delaware General Corporation Law.
The undersigned further certifies that the Authorizing Resolutions have not been amended, modified, revoked, rescinded, or superseded in any respect and remain in full force and effect as of the date of this Certificate. A true, correct, and complete copy of the Authorizing Resolutions is attached to the Secretary's Certificate being delivered concurrently herewith.
The undersigned further certifies that no further corporate action, vote, consent, or approval on the part of the Board of Directors, any committee thereof, or the stockholders of the Company is required in connection with the execution, delivery, and performance of the Transaction Documents or the consummation of the transactions contemplated thereby. The Authorizing Resolutions constitute all corporate action necessary on the part of the Company to authorize the entry into and performance of the Transaction Documents in their entirety.
Section 3. Certification as to Representations and Warranties
The undersigned hereby certifies that each of the representations and warranties made by the Company in Article [__] of the MDLA is true and correct in all material respects as of the date of the MDLA and as of the date of this Certificate, with the same force and effect as though such representations and warranties had been made on and as of the date of this Certificate; provided, however, that (i) to the extent any such representation or warranty is qualified by materiality, "material adverse effect," or words of similar import, such representation or warranty is true and correct in all respects (without duplication of any materiality qualifier) as of each such date, and (ii) to the extent any such representation or warranty expressly relates to an earlier date, such representation or warranty is true and correct in all material respects (or, where so qualified, in all respects) as of such earlier date.
Without limiting the generality of the foregoing, the undersigned specifically certifies the truth and correctness in all material respects (or, where qualified by materiality or material adverse effect, in all respects) of the Company's representations and warranties relating to the following matters:
(a) Due Organization, Valid Existence, and Good Standing. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Company has all requisite corporate power and authority to own, lease, and operate its properties and to conduct its business as presently conducted.
(b) Qualification to Do Business. The Company is duly qualified or licensed to do business and is in good standing as a foreign corporation in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, including the State of Connecticut and each other state in which Quorum operates its insurance and financial technology businesses, 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.
(c) Corporate Power and Authority. The Company has full corporate power and authority to enter into, execute, deliver, and perform each of the Transaction Documents to which it is a party and to consummate the transactions contemplated thereby.
(d) Due Authorization and Enforceability. Each of the Transaction Documents to which the Company is a party has been duly authorized by all necessary corporate action on the part of the Company and, when duly executed and delivered by the Company (assuming due authorization, execution, and delivery by Meridian), will constitute a legal, valid, and binding obligation of the Company, enforceable against the Company 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) No Conflict. The execution, delivery, and performance by the Company of the Transaction Documents, and the consummation of the transactions contemplated thereby, do not and will not (i) conflict with or violate the Company's Certificate of Incorporation (as amended and/or restated) or Bylaws (as amended and/or restated), (ii) conflict with, result in any breach of, constitute a default (or an event that, with notice or lapse of time, or both, would become a default) under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice or consent under, any material agreement, contract, instrument, lease, license, or permit to which the Company is a party or by which the Company or any of its properties or assets is bound, including without limitation the Amended and Restated Credit Agreement, dated as of June 15, 2021 (as amended, restated, supplemented, or otherwise modified from time to time), among the Company, the Lenders party thereto, and Standish National Bank, N.A., as Administrative Agent (the "Credit Agreement"), or (iii) violate any applicable law, statute, rule, regulation, order, judgment, injunction, or decree of any governmental or regulatory authority applicable to the Company or any of its properties or assets.
(f) Compliance with Applicable Laws and Regulations. The Company is in compliance in all material respects with all applicable laws, statutes, rules, regulations, orders, judgments, and decrees, including without limitation the Fair Credit Reporting Act (15 U.S.C. § 1681 et seq.) ("FCRA"), the Gramm-Leach-Bliley Act (15 U.S.C. § 6801 et seq.) ("GLBA"), the California Consumer Privacy Act (Cal. Civ. Code § 1798.100 et seq.), as amended by the California Privacy Rights Act (collectively, "CCPA/CPRA"), applicable state insurance data-security laws and regulations, and Title 23 of the New York Codes, Rules and Regulations, Part 500 (the New York Department of Financial Services Cybersecurity Regulation, "23 NYCRR 500"), in each case as applicable to the Company's business, operations, and performance under the Transaction Documents.
(g) Governmental and Regulatory Approvals. All governmental and regulatory approvals, consents, registrations, permits, authorizations, notices, and filings required to be obtained or made by the Company in connection with the execution, delivery, and performance of the Transaction Documents, and the consummation of the transactions contemplated thereby, have been duly obtained or made and are in full force and effect, except where the failure to obtain or make any such approval, consent, registration, permit, authorization, notice, or filing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(h) No Pending or Threatened Litigation. There is no action, suit, proceeding, claim, investigation, or inquiry pending or, to the knowledge of the undersigned (as defined in Section 9 hereof), threatened against or affecting the Company that would materially impair the Company's ability to perform its obligations under any of the Transaction Documents or that challenges or seeks to prevent, enjoin, alter, or materially delay the consummation of any of the transactions contemplated by the Transaction Documents.
Section 4. Certification as to Satisfaction of Conditions Precedent
The undersigned hereby certifies that all conditions precedent to the effectiveness of the MDLA set forth in Section [__] of the MDLA that are required to be satisfied by or on behalf of the Company on or prior to the Effective Date have been duly and fully satisfied (or, to the extent applicable, waived by Meridian in writing), including without limitation the following:
(a) Execution and Delivery of the MDLA. The MDLA has been duly executed and delivered by the Company.
(b) Execution and Delivery of the Data Security Addendum. The Data Security Addendum has been duly executed and delivered by the Company.
(c) Execution and Delivery of the Data Processing Agreement. The Data Processing Agreement (CCPA/CPRA Compliance) has been duly executed and delivered by the Company.
(d) Execution and Delivery of the Service Level Agreement. The Service Level Agreement has been duly executed and delivered by the Company.
(e) Execution and Delivery of Technical Schedule A. Technical Schedule A (Data Delivery Specifications) has been duly executed and delivered by the Company.
(f) Delivery of the FCRA Permissible Purpose Certification. The FCRA Permissible Purpose Certification has been duly executed and delivered by the Company, certifying the Company's permissible purposes under FCRA Section 604 (15 U.S.C. § 1681b) for accessing and using consumer report information furnished by Meridian pursuant to the MDLA.
(g) Delivery of the Authorizing Resolutions. A certified copy of the Authorizing Resolutions has been delivered to Meridian as an attachment to the Secretary's Certificate described in clause (i) below.
(h) Delivery of the Officer's Certificate. This Certificate has been duly executed and delivered by the Company.
(i) Delivery of the Secretary's Certificate. The Secretary's Certificate of the Company has been duly executed and delivered, together with certified copies of the Company's Certificate of Incorporation (as amended and/or restated), the Company's Bylaws (as amended and/or restated), the Authorizing Resolutions, and incumbency information for each officer of the Company authorized to execute and deliver the Transaction Documents.
(j) Delivery of Evidence of Insurance Coverage. Evidence of the Company's insurance coverage has been delivered to Meridian, demonstrating that the Company maintains insurance coverage meeting or exceeding the minimum levels specified in 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 (technology errors and omissions and network security/privacy) insurance with an aggregate limit of not less than Fifty Million Dollars ($50,000,000).
(k) Delivery of SOC 2 Type II Report. The Company's Service Organization Controls 2 (SOC 2) Type II report has been delivered to Meridian. Such report was issued by Felton Thorpe & Co. LLP, an independent certified public accounting firm, and covers the twelve-month period ending December 31, 2023 (or, if a more recent report has been issued as of the Effective Date, the most recent available report). The report covers the Trust Services Criteria relevant to the Company's obligations under the Transaction Documents, including the categories of Security, Availability, Processing Integrity, Confidentiality, and Privacy, as applicable.
(l) Receipt of Lender Consent. The Company has received a consent or waiver from Standish National Bank, N.A., in its capacity as Administrative Agent, acting on behalf of and with the requisite approval of the Required Lenders (as defined in the Credit Agreement), pursuant to and in accordance with Section 7.12(b) of the Credit Agreement, consenting to the Company's entry into and performance of the MDLA. Such consent was required because the aggregate license value of the MDLA (approximately Sixty Million Dollars ($60,000,000)) exceeds the Twenty-Five Million Dollar ($25,000,000) threshold set forth in Section 7.12(b) of the Credit Agreement for the incurrence of material data license and technology service obligations without prior lender consent.
(m) Payment of Implementation Fee. The Company has paid (or has made arrangements satisfactory to Meridian for the payment of) the one-time implementation and integration fee of One Million Five Hundred Thousand Dollars ($1,500,000) to Meridian in accordance with the terms and conditions of the MDLA, or, if applicable, Meridian has confirmed the payment terms applicable thereto in writing.
A schedule of all Transaction Documents being delivered in connection with the closing of the MDLA is attached hereto as Exhibit A.
Section 5. Certification as to No Material Adverse Change
The undersigned hereby certifies that, since the date of the MDLA (or, if earlier, since [__], 20[], the reference date specified in Section [__] of the MDLA), no event, circumstance, development, change, condition, occurrence, or effect has occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect (as defined in the MDLA) on the Company's business, assets, liabilities, financial condition, results of operations, prospects, or ability to perform its obligations under the Transaction Documents.
For reference purposes, the Company's most recent publicly filed financial statements (as reported in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Securities and Exchange Commission) reflect the following baseline financial information:
•  Total revenues for fiscal year 2023: approximately $4.18 billion;
•  Net income for fiscal year 2023: approximately $312 million; and
•  Total consolidated assets as of December 31, 2023: approximately $27.6 billion.
Since the date of such financial statements, there has been no material adverse change in the Company's business, assets, liabilities, financial condition, or results of operations, and no event, circumstance, or development has occurred that, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.
Section 6. Incumbency Certification
The undersigned hereby certifies the name, title, and specimen signature of each officer of the Company who has been duly authorized, pursuant to the Authorizing Resolutions, to execute and deliver the Transaction Documents on behalf of the Company. Each person identified in the table below has been duly elected or appointed to the office set forth opposite his or her name, is qualified and acting in such capacity as of the date hereof, and the signature set forth opposite his or her name is such person's genuine signature:
[Note: Anticipated signatories may include Carolyn Whitford (General Counsel & Executive Vice President), Thomas Ng (Vice President, Enterprise Procurement), or such other officers of the Company as may be designated in the Authorizing Resolutions. To be confirmed and completed at closing.]
The undersigned further certifies that each person identified in the table above is duly authorized, in the capacity indicated, to execute and deliver, on behalf of the Company, each of the Transaction Documents and any other document, instrument, or certificate required to be executed and delivered by the Company in connection with the MDLA and the transactions contemplated thereby.
Section 7. No Defaults or Violations
The undersigned hereby certifies that:
(a) No Default or Event of Default (as such terms are defined in the MDLA) has occurred and is continuing under the MDLA as of the date of this Certificate.
(b) The execution, delivery, and performance of the Transaction Documents by the Company does not and will not:
(i) violate any provision of the Company's Certificate of Incorporation (as amended and/or restated) or Bylaws (as amended and/or restated);
(ii) result in a breach of, constitute a default (or an event that, with notice or lapse of time, or both, would become a default) under, or otherwise conflict with any material agreement, instrument, obligation, contract, lease, license, or permit to which the Company is a party or by which the Company or any of its properties or assets is bound, including specifically and without limitation the Credit Agreement (which provides for a revolving credit facility in an aggregate principal amount of One Billion Two Hundred Million Dollars ($1,200,000,000)), subject in all cases to the receipt of the lender consent referenced in Section 4(l) above; or
(iii) violate any applicable law, statute, rule, regulation, order, judgment, injunction, or decree of any governmental or regulatory authority applicable to the Company or any of its properties, assets, or operations.
The undersigned further certifies that, to the knowledge of the undersigned (as defined in Section 9 hereof), no circumstance exists that, with the passage of time, the giving of notice, or both, would constitute a Default or Event of Default under the MDLA.
Section 8. Reliance
The undersigned acknowledges and confirms that (a) Meridian Credit intelligence, Inc. is relying on the certifications, representations, and statements contained in this Certificate in connection with the consummation of the transactions contemplated by the MDLA, including without limitation the licensing of consumer and commercial credit data products to the Company, and (b) such reliance is a material inducement to Meridian's willingness to enter into and perform its obligations under the MDLA and the other Transaction Documents.
The undersigned further acknowledges that this Certificate may also be relied upon by Meridian's outside legal counsel, Kessler Pruitt & Ashe LLP, and by any other party that is expressly entitled to rely thereon under the terms of the MDLA or any other Transaction Document.
The undersigned delivers this Certificate with the understanding that the certifications, representations, and statements set forth herein shall survive the execution and delivery of the MDLA and the other Transaction Documents for the period specified in the MDLA.
Section 9. Knowledge Qualifier
For purposes of this Certificate, the certifications and statements made herein to the "knowledge" of the undersigned, or qualified by reference to the "knowledge" of the undersigned or of the Company, shall mean the actual knowledge of the undersigned after due inquiry, including due inquiry of the following officers and senior employees of the Company:
(a) Carolyn Whitford, General Counsel & Executive Vice President;
(b) Gregory Stahl, Vice President, Legal Affairs;
(c) Rajesh Anand, Chief Data Officer;
(d) Claudia Reeves, Vice President, Regulatory & Compliance; and
(e) Thomas Ng, Vice President, Enterprise Procurement.
For the avoidance of doubt, "due inquiry" shall mean inquiry of such nature and scope as a reasonably prudent officer of a publicly traded company would undertake in connection with the delivery of a certificate of this nature, taking into account the materiality of the matters being certified and the accessibility of relevant information.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned has executed and delivered this Officer's Certificate as of the date first set forth below.
QUORUM INSURANCE HOLDINGS CORP.
By: ________
Name: [__]
Title: [__]
Date: [__], 20[__]
Address:
1200 Atlantic Street, Suite 3400 Stamford, Connecticut 06901
EXHIBIT A
SCHEDULE OF TRANSACTION DOCUMENTS
The following is a complete list of all Transaction Documents being delivered in connection with the closing of the MDLA:
1.  Master Data License Agreement, dated as of [__], 20[__], by and between Quorum Insurance Holdings Corp. and Meridian Credit intelligence, Inc.
2.  Data Security Addendum to the Master Data License Agreement.
3.  Data Processing Agreement (CCPA/CPRA Compliance) entered into by and between Quorum Insurance Holdings Corp. and Meridian Credit intelligence, Inc.
4.  Service Level Agreement entered into by and between Quorum Insurance Holdings Corp. and Meridian Credit intelligence, Inc.
5.  Technical Schedule A — Data Delivery Specifications, covering the following Meridian data products: MCI Consumer Credit File™, MCI CommercialView™, and MCI AltSignal™, and setting forth the technical specifications, file formats, delivery methods, frequency of delivery, and data field mappings applicable to the Company's licensed access to such products.
6.  FCRA Permissible Purpose Certification executed by Quorum Insurance Holdings Corp., certifying the Company's permissible purposes under Section 604 of the Fair Credit Reporting Act (15 U.S.C. § 1681b).
7.  Board Resolution of Quorum Insurance Holdings Corp. (the Authorizing Resolutions), adopted by the Board of Directors on [__], as certified in the Secretary's Certificate.
8.  Officer's Certificate of Quorum Insurance Holdings Corp. (this Certificate).
9.  Secretary's Certificate of Quorum Insurance Holdings Corp., together with certified copies of the Company's Certificate of Incorporation, Bylaws, Authorizing Resolutions, and incumbency information.
10.  Lender Consent/Waiver from Standish National Bank, N.A., as Administrative Agent under the Credit Agreement, consenting to the Company's entry into the MDLA pursuant to Section 7.12(b) of the Credit Agreement.
11.  Evidence of Insurance Coverage demonstrating that the Company maintains commercial general liability insurance (minimum $5,000,000 per occurrence) and cyber liability insurance (minimum $50,000,000 aggregate), as required by the MDLA.
12.  SOC 2 Type II Report issued by Felton Thorpe & Co. LLP, covering the period ending December 31, 2023 (or the most recent available report).
13.  Bring-Down Certificate (if required at a separate closing date pursuant to the terms of the MDLA).
C&H Matter No. 1025-00008 Prepared by: Marcus Weill, Associate, Corporate/Commercial, Calderwood & Harkness LLP Draft Status: DRAFT — Prepared for Future Use — Subject to Completion Upon Resolution of Open Negotiation Issues Governing Law: The MDLA is governed by the laws of the State of New York without regard to conflicts-of-law principles.
PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT
Name | Title | Specimen Signature
[__] | [__] | ________
[__] | [__] | ________
[__] | [__] | ________

PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT

OFFICER'S CERTIFICATE OF QUORUM INSURANCE HOLDINGS CORP.

QUORUM INSURANCE HOLDINGS CORP.

EXHIBIT A

SCHEDULE OF TRANSACTION DOCUMENTS

Record

Parties

Dates

Amounts