CONFIDENTIAL — ATTORNEY WORK PRODUCT / DRAFT TEMPLATE
Calderwood & Harkness LLP Matter No. 1025-00008
SECRETARY'S CERTIFICATE OF QUORUM INSURANCE HOLDINGS CORP.
Delivered in connection with the Master Data License Agreement by and between Quorum Insurance Holdings Corp. and Meridian Credit intelligence, Inc.
[FORM — FOR CLOSING USE ONLY; TO BE COMPLETED UPON EXECUTION]
Dated as of [●], 20[●]
I, [●], the undersigned, do hereby certify that I am the duly elected, qualified, and acting Secretary (or Assistant Secretary) of Quorum Insurance Holdings Corp., a corporation duly organized and existing under the laws of the State of Delaware (the "Company"). The Company was incorporated in the State of Delaware and maintains Delaware Entity File No. 7234819 and Employer Identification Number (EIN) 83-2147605. The Company's principal executive offices are located at 1200 Atlantic Street, Suite 3400, Stamford, Connecticut 06901. The Company's registered agent in the State of Delaware is National Registered Agents of Delaware, Inc., located at 1209 Orange Street, Wilmington, Delaware 19801. The Company's common stock is publicly traded on the Nasdaq Stock Market under the ticker symbol "QIHC."
I further certify that this Secretary's Certificate (this "Certificate") is being delivered pursuant to and in connection with that certain Master Data License Agreement (the "MDLA"), to be entered into by and between the Company, as Licensee, and Meridian Credit intelligence, Inc., a corporation organized and existing under the laws of the State of Georgia ("Meridian"), as Licensor, together with all ancillary agreements, instruments, certificates, and documents executed or delivered in connection therewith or contemplated thereby, including, without limitation, the Data Security Addendum, the Data Processing Agreement, and the Service Level Agreement (collectively with the MDLA, the "Transaction Documents"). The aggregate value of the MDLA over its five-year initial term is Sixty Million Dollars ($60,000,000).
In my capacity as Secretary of the Company, and having access to the books, records, minute books, and corporate seal of the Company, I do hereby certify, represent, and confirm the following as of the date first written above:
Section 1. Certification of Organizational Documents
1.1 Certificate of Incorporation
Attached hereto as Exhibit A is a true, correct, and complete copy of the Amended and Restated Certificate of Incorporation of Quorum Insurance Holdings Corp. (the "Certificate of Incorporation"), as filed with the Secretary of State of the State of Delaware, together with all amendments, supplements, certificates of designation, certificates of correction, and certificates of elimination filed with respect thereto through and including the date hereof. No further amendments, supplements, certificates of designation, certificates of correction, or certificates of elimination to the Certificate of Incorporation have been filed with the Secretary of State of the State of Delaware or are pending as of the date of this Certificate. The Certificate of Incorporation has not been further amended, modified, restated, supplemented, or revoked and remains in full force and effect as of the date hereof.
1.2 Bylaws. Attached hereto as Exhibit B is a true, correct, and complete copy of the Amended and Restated Bylaws of Quorum Insurance Holdings Corp. (the "Bylaws"), as currently in effect. The Bylaws have not been further amended, modified, restated, supplemented, or revoked since the date of their most recent amendment and remain in full force and effect as of the date of this Certificate. No action has been taken by the Board of Directors of the Company, any committee thereof, or the stockholders of the Company to amend, modify, restate, supplement, or revoke the Bylaws, and no such action is currently pending or contemplated.
Section 2. Certification of Board Resolutions
Attached hereto as Exhibit C is a true, correct, and complete copy of the resolutions (the "Resolutions") duly adopted by the Board of Directors of the Company (with Harrison Kimble serving as Board Chair), authorizing the execution, delivery, and performance by the Company of the Transaction Documents, including, without limitation, the MDLA with Meridian Credit intelligence, Inc., and the taking of all actions and the execution and delivery of all agreements, instruments, certificates, and other documents as may be necessary or desirable in connection with the consummation of the transactions contemplated thereby.
The Resolutions were duly adopted [by unanimous written consent of the Board of Directors, effective as of [●], 20[●]] [at a duly convened meeting of the Board of Directors held on [●], 20[●], at which a quorum of directors was present and acting throughout, in accordance with the Certificate of Incorporation, the Bylaws, and the Delaware General Corporation Law]. The Resolutions have not been amended, modified, supplemented, rescinded, or revoked in any respect and remain in full force and effect as of the date hereof. No other resolutions have been adopted by the Board of Directors of the Company or by any committee thereof that would in any way conflict with, limit, restrict, or impair the authority granted by the Resolutions or the ability of the Company to consummate the transactions contemplated by the Transaction Documents.
Section 3. Certification of Good Standing and Existence
I hereby certify that the Company is duly organized, validly existing, and in good standing under the laws of the State of Delaware. Attached hereto as Exhibit D is a certificate of good standing (or certificate of status or equivalent certificate) with respect to the Company issued by the Secretary of State of the State of Delaware, dated no more than five (5) business days prior to the date hereof, confirming the Company's good standing in the State of Delaware.
I further certify that the Company is duly qualified to transact business as a foreign corporation and is in good standing (or its equivalent) in each jurisdiction where the nature of its business, the character of its properties owned or leased, or both, requires such qualification, including, without limitation, the State of Connecticut (the Company's headquarters state) and all other jurisdictions that are material to the performance of the Company's obligations under, or the consummation of the transactions contemplated by, the Transaction Documents. There is no proceeding pending or, to the knowledge of the undersigned, threatened for the dissolution, liquidation, insolvency, or rehabilitation of the Company.
Section 4. Incumbency Certification
I hereby certify that the persons named in the table below are the duly elected or appointed, qualified, and acting officers of the Company, holding the offices set forth opposite their respective names as of the date hereof, and that the signatures set forth opposite their respective names are their true and genuine signatures:
Each of the persons listed above has been duly authorized, pursuant to the Resolutions and the Bylaws of the Company, to execute and deliver, on behalf of the Company, the Transaction Documents, including, without limitation, the MDLA, the Data Security Addendum, the Data Processing Agreement, the Service Level Agreement, the FCRA Permissible Purpose Certification, the Officer's Certificate, the Bring-Down Certificate, and any and all other ancillary agreements, instruments, certificates, notices, consents, and documents required or contemplated in connection with the transactions contemplated by the Transaction Documents, and to take all such further actions as may be necessary, appropriate, or desirable in connection therewith.
Section 5. No Conflicts; Authority
I hereby certify that the execution, delivery, and performance by the Company of the Transaction Documents, and the consummation of the transactions contemplated thereby, have been duly authorized by all necessary corporate action on the part of the Company, including, without limitation, approval by the Board of Directors of the Company as set forth in the Resolutions. No further corporate proceedings on the part of the Company or vote or consent of the stockholders of the Company are necessary to authorize the execution, delivery, or performance of the Transaction Documents or the consummation of the transactions contemplated thereby.
I further certify that neither the execution and delivery by the Company of the Transaction Documents nor the consummation of the transactions contemplated thereby will:
(a) conflict with, violate, or result in any breach of any provision of the Company's Certificate of Incorporation or Bylaws, each as currently in effect;
(b) violate, contravene, or conflict with any applicable law, statute, rule, regulation, order, judgment, injunction, or decree of any court, arbitrator, or governmental or regulatory authority that is binding upon or applicable to the Company or any of its assets or properties; or
(c) to the knowledge of the undersigned, after due inquiry, result in a breach of, constitute a default (or an event that, with the giving of notice or lapse of time or both, would constitute a default) under, give rise to a right of termination, cancellation, or acceleration of any obligation under, or result in the creation of any lien, encumbrance, or security interest upon any of the assets or properties of the Company pursuant to, any material agreement, contract, indenture, mortgage, lease, license, permit, or other instrument to which the Company is a party or by which the Company or any of its assets or properties may be bound.
Notwithstanding the foregoing, I acknowledge and certify that, pursuant to Section 7.12(b) of the Amended and Restated Credit Agreement, dated as of June 15, 2021 (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), by and among the Company, Standish National Bank, N.A., as Administrative Agent, and the lenders party thereto, the Company is required to obtain the prior written consent of the Administrative Agent for the entry into any intellectual property license agreement or data license agreement with an aggregate value in excess of Twenty-Five Million Dollars ($25,000,000). Because the aggregate value of the MDLA over its five-year initial term is Sixty Million Dollars ($60,000,000), which exceeds the threshold set forth in Section 7.12(b) of the Credit Agreement, such consent is required. I hereby certify that [such consent has been duly obtained from Standish National Bank, N.A., as Administrative Agent, and a copy of such consent is available for inspection] [the obtaining of such consent from Standish National Bank, N.A., as Administrative Agent, is a condition precedent to the effectiveness of the MDLA and the other Transaction Documents, and the Company will obtain such consent prior to or concurrently with the closing of the transactions contemplated by the Transaction Documents].
Section 6. No Proceedings
I hereby certify that, to the knowledge of the undersigned, after due inquiry, there are no actions, suits, proceedings, investigations, arbitrations, or claims pending before, or threatened by or before, any court, tribunal, arbitrator, governmental authority, or regulatory body against or affecting the Company or any of its subsidiaries, officers, or directors (in their capacities as such) that (a) challenge or seek to prevent, enjoin, alter, delay, or otherwise restrain the consummation of any of the transactions contemplated by the Transaction Documents, (b) would reasonably be expected to prevent or materially impair the Company's ability to execute, deliver, or perform its obligations under any of the Transaction Documents, or (c) question the validity or enforceability of any of the Transaction Documents or any action taken or to be taken pursuant thereto or in connection therewith.
Section 7. Reliance
This Certificate is being furnished to Meridian Credit intelligence, Inc. and its counsel, Kessler Pruitt & Ashe LLP, in connection with the closing of the transactions contemplated by the Transaction Documents, and such parties (and their respective successors and assigns) are entitled to rely on this Certificate and the certifications, representations, and statements contained herein. This Certificate may also be relied upon by Calderwood & Harkness LLP, as counsel to the Company, in connection with the delivery of any legal opinion required in connection with the closing of the transactions contemplated by the Transaction Documents.
The undersigned is delivering this Certificate solely in his/her capacity as Secretary of Quorum Insurance Holdings Corp. and not in any individual or personal capacity, and shall have no personal liability arising out of or in connection with the delivery of this Certificate or the certifications, representations, and statements contained herein.
IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of the date first written above.
________________________________________
Name: [●]
Title: Secretary, Quorum Insurance Holdings Corp.
Counter-Certification
The undersigned, a duly authorized officer of Quorum Insurance Holdings Corp. (other than the Secretary), does hereby certify, for the benefit of Meridian Credit intelligence, Inc. and its counsel, Kessler Pruitt & Ashe LLP, that [●] is the duly elected, qualified, and acting Secretary of the Company, that the signature set forth above is his/her true and genuine signature, and that [●] is duly authorized to execute and deliver the foregoing Secretary's Certificate on behalf of the Company.
________________________________________
Name: [●]
Title: [Chief Executive Officer / General Counsel / other officer],
Quorum Insurance Holdings Corp.
LIST OF EXHIBITS
EXHIBIT A.
Certificate of Incorporation
Amended and Restated Certificate of Incorporation of Quorum Insurance Holdings Corp., as filed with the Secretary of State of the State of Delaware, together with all amendments, supplements, certificates of designation, certificates of correction, and certificates of elimination thereto.
[To be attached at closing]
EXHIBIT B.
Bylaws
Amended and Restated Bylaws of Quorum Insurance Holdings Corp., as currently in effect.
[To be attached at closing]
EXHIBIT C.
Board Resolutions
Resolutions of the Board of Directors of Quorum Insurance Holdings Corp. (Harrison Kimble, Board Chair, presiding) authorizing the execution, delivery, and performance of the Master Data License Agreement with Meridian Credit intelligence, Inc. and all related Transaction Documents.
Cross-reference: See draft board resolution form prepared by Calderwood & Harkness LLP, Matter No. 1025-00008.
[To be attached at closing — see draft board resolution form]
EXHIBIT D.
Certificate of Good Standing
Certificate of Good Standing (or certificate of status or equivalent certificate) for Quorum Insurance Holdings Corp. issued by the Secretary of State of the State of Delaware.
Instruction: To be dated no more than five (5) business days prior to the closing date of the transactions contemplated by the Transaction Documents.
[To be obtained and attached at closing]
Document Administration
Prepared by: Omar Siddiqui, Calderwood & Harkness LLP Reviewed by: Marcus Weill, Calderwood & Harkness LLP C&H Matter No. 1025-00008
CONFIDENTIAL — Attorney Work Product / Draft Template
| Name | Title | Signature | Specimen Signature Verified |
| Margaret "Meg" Tierney | Chief Executive Officer | _____ | |
| Carolyn Whitford | General Counsel & Executive Vice President | _____ | |
| [●] | Chief Financial Officer | _____ | |
| [●] | Secretary | _____ | |
| [●] | [●] | _____ |