1025-00008 · Quorum Insurance Holdings · Correspondence

letter-sc-to-kpa-negotiation-priorities.docx DOCUMENT M&A / Corporate

20 / 76 ← → ✕

CALDERWOOD & HARKNESS LLP Counselors at Law

425 Park Avenue New York, New York 10022

Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com

October 20, 2022

VIA E-MAIL AND FIRST CLASS MAIL

Graham Whitley, Esq. Partner, Technology & Licensing Kessler Pruitt & Ashe LLP 1180 Peachtree Street NE, Suite 3000 Atlanta, GA 30309

Re: Quorum Insurance Holdings Corp. / Meridian Credit intelligence, Inc. — Enterprise Data License Negotiation; Key Negotiation Priorities

Mutual Nondisclosure Agreement (NDA-QIH-MCI-2022-001, dated August 15, 2022); Meridian Initial Term Sheet dated September 12, 2022; Quorum Counter-Term Sheet dated September 30, 2022

C&H Matter No. 1025-00008

Dear Mr. Whitley:

We write on behalf of our client, Quorum Insurance Holdings Corp. ("Quorum" or "QIH"), a Delaware corporation headquartered at 1200 Atlantic Street, Suite 3400, Stamford, Connecticut 06901, and listed on the Nasdaq Stock Market under the ticker symbol QIHC. As you are aware, Calderwood & Harkness LLP represents Quorum in connection with the proposed five-year enterprise data-licensing arrangement between Quorum and your client, Meridian Credit intelligence, Inc. ("Meridian"), a Georgia corporation headquartered at 3300 Peachtree Road NE, Suite 2100, Atlanta, Georgia 30326.

We wish to begin by acknowledging the productive initial exchanges between the parties to date. Meridian's initial term sheet, delivered on September 12, 2022, provided a thoughtful framework for discussion, and we believe that Quorum's counter-term sheet, delivered on September 30, 2022, demonstrated both the seriousness of Quorum's interest and the constructive spirit in which Quorum intends to approach these negotiations. We understand that the parties expect to exchange initial drafts of the Master Data License Agreement (the "MDLA") in the coming weeks. In advance of that exchange, and to facilitate efficient and focused drafting on both sides, this letter sets forth Quorum's principal negotiation priorities so that your firm and Meridian may have a clear understanding of the issues that Quorum considers most important to the success of this transaction.

This letter is transmitted subject to, and without waiver of, any rights, obligations, or protections arising under the Mutual Nondisclosure Agreement between the parties (NDA-QIH-MCI-2022-001, dated August 15, 2022) (the "Mutual NDA"). All information contained herein shall be treated as Confidential Information of Quorum as defined in the Mutual NDA.

I. Overview of the Transaction

By way of brief background for purposes of framing the discussion that follows, Quorum proposes to license three of Meridian's core data products for an initial term of five (5) years:

• MCI Consumer Credit File™ — consisting of approximately 310 million individual consumer credit records;

• MCI CommercialView™ — consisting of approximately 42 million business records; and

• MCI AltSignal™ — consisting of approximately 85 million consumer alternative-data records (collectively, the "Licensed Data Products").

Deal Value and Fee Structure. Based on the positions reflected in the counter-term sheet, the total deal value over the five-year initial term is approximately $60,000,000, structured as follows:

• Year 1 Annual Fee: $10,800,000, reflecting a six-month implementation and ramp period during which Quorum will be integrating the Licensed Data Products into its existing technology infrastructure. The Year 1 fee equates to a monthly rate of $900,000.

• Years 2 through 5 Annual Fee: $12,300,000 per year (i.e., $1,025,000 per month), reflecting the full-production run rate.

• One-Time Implementation/Integration Fee: $1,500,000, to be billed separately and outside the $60,000,000 license value. This fee will cover Meridian's professional services costs associated with initial data migration, API configuration, field-mapping, and integration testing.

Payment Structure. Quorum anticipates that fees will be payable on a quarterly-in-advance basis. Year 1 quarterly installments would be $2,700,000 per quarter, and Years 2 through 5 quarterly installments would be $3,075,000 per quarter.

Data Delivery Methods. Quorum expects the MDLA to specify the following data delivery methods for each Licensed Data Product:

• MCI Consumer Credit File: Daily SFTP batch delivery plus real-time REST API access;

• MCI CommercialView: Weekly SFTP batch delivery; and

• MCI AltSignal: Daily SFTP batch delivery.

Volume Tier and Overage. The base volume tier, as reflected in the counter-term sheet, provides for up to 500,000,000 records per month (consumer and commercial combined). Quorum's current estimated monthly volume is approximately 437,000,000 records, well within the proposed base tier. Any records processed in excess of the base tier would be subject to an overage rate of $0.003 per record.

Business Purpose. Quorum intends to ingest Meridian data across its property-and-casualty, life, and specialty insurance lines in order to enhance its automated underwriting models, improve claims-fraud detection algorithms, and refine customer propensity scoring. These are core operational and strategic functions for Quorum, and the contemplated data license is expected to be a foundational element of Quorum's data and analytics strategy for the foreseeable future.

Quorum views this as a significant, long-term strategic partnership and is committed to reaching a mutually beneficial agreement. With that objective in mind, we turn to the specific negotiation priorities that Quorum considers essential to the structure and terms of the MDLA.

II. Priority 1 — Most Favored Nation Pricing

Quorum considers most favored nation ("MFN") pricing protection to be a critical term for the MDLA. Given the magnitude of the financial commitment that Quorum is prepared to make — $60,000,000 over the five-year initial term, plus the $1,500,000 implementation fee — Quorum requires reasonable assurance that it will not be placed at a competitive disadvantage relative to peer insurance-industry licensees of Meridian's data products during the term of the agreement.

Proposed MFN Scope. Quorum proposes that the MDLA include a provision under which, if Meridian offers any other United States-domiciled insurance carrier, managing general agent, or insurtech firm with annual premiums written of $500,000,000 or more (measured by such entity's most recently available statutory filings or audited financial statements) more favorable per-record pricing, volume discounts, or fee terms for comparable data products and services, Quorum's pricing shall be automatically adjusted to match such more favorable terms. The adjustment would take effect as of the first billing period following the date on which the more favorable terms are offered to the third-party licensee.

Rationale. Quorum's rationale for this position is straightforward: as one of Meridian's largest enterprise data licensees, Quorum should not bear pricing terms that are materially less favorable than those available to competitors in the insurance industry who are purchasing comparable data products at comparable volumes. The MFN protection is not intended to give Quorum access to pricing offered to licensees in unrelated industries, or to small-scale licensees whose volumes and commitments are not reasonably comparable to Quorum's. The scope limitation to U.S.-domiciled insurance carriers, MGAs, and insurtechs with $500 million or more in annual premiums written is intended to ensure that the MFN benchmark is commercially meaningful and appropriately tailored.

Confidentiality Protections. Quorum acknowledges that Meridian may have legitimate confidentiality concerns regarding the pricing terms of its other licensee agreements. Quorum is prepared to discuss appropriate confidentiality protections and information-barrier mechanisms to address those concerns, including, by way of example, the use of an independent third-party auditor or compliance officer to verify MFN compliance without disclosing the specific terms of third-party agreements to Quorum directly.

Pricing Benchmark Study. We note for your awareness that Quorum's data-pricing consultant, Pinnacle Ridge Advisory LLC (Franklin Osei, Managing Director), is currently conducting a comprehensive pricing benchmark study covering enterprise data-licensing transactions in the U.S. insurance sector. The study is expected to be delivered in Q1 2023. The results of that study will inform Quorum's detailed MFN proposal, including the specific metrics and thresholds against which pricing comparability should be measured. We anticipate sharing relevant (non-proprietary) findings from the study with Meridian's team in due course.

Summary. While Quorum is willing to discuss the precise mechanics of the MFN provision in detail during the MDLA negotiation process — including the comparison methodology, the scope of "comparable" products and services, and the adjustment timeline — Quorum wishes to be clear that some form of pricing parity protection is essential to Quorum and will be a threshold issue in the negotiations.

III. Priority 2 — Derived-Data Ownership and Commercialization Rights

Quorum's Position. Quorum's position is that Quorum must own all intellectual property rights in any data, models, scores, indices, analytics outputs, or other works created by Quorum using licensed Meridian data as an input (collectively, "Derived Data"). This includes, without limitation, statistical models and model weights, predictive scores, risk indices, customer segmentation outputs, feature-engineered data sets, and any other analytical work product that Quorum generates through the application of its proprietary algorithms, methodologies, and technical processes to Meridian raw data.

Furthermore, Quorum must have unrestricted rights to use, sublicense, distribute, and commercialize Derived Data — including to third parties outside of Quorum's corporate group — without the payment of any additional fees, royalties, or revenue-sharing obligations to Meridian, and without requiring Meridian's prior written consent.

Rationale. This position reflects the substantial independent investment that Quorum has made and continues to make in its proprietary data-analytics capabilities. Most notably, Quorum has developed its proprietary predictive underwriting model, QuorumScore™ (USPTO trademark application pending, Serial No. 97/482,116), which blends third-party credit data — including data from multiple vendors, not solely Meridian — with Quorum's own first-party claims data, policy data, telematics data, and other proprietary data sources. QuorumScore is central to Quorum's underwriting competitive advantage and is the foundation of Quorum's planned business-to-business data-analytics revenue line, which Quorum's management expects to contribute meaningfully to top-line growth in fiscal years 2024 and 2025.

Legal Basis. Quorum's position is that Derived Data — which reflects Quorum's substantial independent creative, analytical, and technical contribution, and which cannot be reverse-engineered to reconstruct Meridian's raw data — should be treated as Quorum's proprietary work product, not as a "derivative work" of Meridian's raw data within the meaning of the Copyright Act or otherwise. Meridian's raw data is one of several inputs into Quorum's analytical processes; the outputs of those processes are qualitatively and materially different from the inputs and represent the product of Quorum's independent intellectual effort.

Provisions That Quorum Will Not Accept. In light of the foregoing, Quorum wishes to be transparent that the following provisions, if proposed in the MDLA, would be unacceptable to Quorum:

(a) Any requirement that Quorum grant a license-back of Derived Data to Meridian, whether on an exclusive, non-exclusive, royalty-free, or any other basis;

(b) Any revenue-sharing arrangement under which Meridian would receive a percentage of revenues generated by Quorum's commercialization of Derived Data to third parties; or

(c) Any standard that grants Meridian sole discretion, or effective veto authority, over whether Derived Data has been "sufficiently transformed" from Meridian's raw data to qualify as Quorum's proprietary work product.

Each of these provisions, if included in the MDLA, would undermine Quorum's investment thesis for the transaction, impair Quorum's ability to realize the full value of its proprietary analytics platform, and introduce unacceptable commercial uncertainty into the relationship.

Engagement of Specialized IP Counsel. Quorum's intellectual property team, working with Caldwell & Strauss LLP (Quorum's regular outside intellectual property counsel; Angela Firth, Partner), is prepared to discuss the technical and legal bases for these positions in greater detail at the appropriate stage of the negotiations. Ms. Firth's team has substantial experience with data-licensing and IP ownership issues in the financial services and insurance sectors, and we expect their involvement to be constructive in resolving any differences between the parties on these questions.

Significance to MDLA Negotiations. Quorum anticipates that Article VII (or the equivalent provision in Meridian's form MDLA addressing intellectual property ownership and commercialization rights) will be a focal point of the negotiations. We suggest that the parties devote dedicated session time to this topic during any in-person negotiation session, and that both sides come prepared with technical representatives who can speak to the data-transformation processes at issue.

IV. Priority 3 — Dispute Resolution

Quorum's Position. Quorum's preference is for disputes arising under or relating to the MDLA to be resolved through litigation in a court of competent jurisdiction, with the parties submitting to the exclusive jurisdiction of the United States District Court for the Southern District of New York or, where federal subject-matter jurisdiction is not available, the Commercial Division of the New York Supreme Court, New York County.

Response to Meridian's Arbitration Proposal. Quorum notes that Meridian's initial term sheet (September 12, 2022) proposed that all disputes be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, with a three-arbitrator panel seated in New York, New York. Quorum has carefully considered this proposal and respectfully opposes binding arbitration for this arrangement for several reasons:

First, data-licensing and intellectual property ownership disputes — particularly those involving the novel and evolving legal standards governing derived data, machine-learning model outputs, and the boundaries of permissible data commercialization — benefit from the development of judicial precedent. Arbitral awards are typically confidential and do not contribute to the body of law governing these issues. Given the significance and complexity of the intellectual property issues at stake in this transaction, Quorum believes that both parties are better served by a forum in which decisions are subject to appellate review and contribute to the predictable development of governing legal standards.

Second, in the event of a material breach involving unauthorized use of Meridian's data or, conversely, interference with Quorum's rights in Derived Data, either party may need to seek emergency injunctive relief. While arbitral tribunals may grant interim relief in some circumstances, the procedures for obtaining emergency relief in arbitration are less well-established, potentially less expeditious, and subject to greater uncertainty than the procedures available in the federal and state courts of New York.

Third, Quorum is a publicly traded company listed on the Nasdaq Stock Market. Quorum has disclosure obligations under the Securities Exchange Act of 1934 and the rules of the SEC, including obligations to disclose material legal proceedings. The confidential nature of arbitration proceedings may create tension with these disclosure obligations. Litigation in a court of public record, while potentially requiring redaction of competitively sensitive information, is more naturally aligned with the transparency expectations of Quorum's shareholders and regulators.

Fourth, the parties have already agreed — per the term sheet exchange — that New York law shall govern the MDLA. The courts of New York, and particularly the Commercial Division of the New York Supreme Court, have developed a robust and sophisticated body of commercial law that is well-suited to the interpretation and enforcement of complex data-licensing agreements. Quorum sees no reason to forgo the benefit of that jurisprudence in favor of an arbitral forum.

Governing Law. As noted above, both parties' term sheets reflect agreement that the MDLA will be governed by the laws of the State of New York, without regard to conflicts-of-law principles that might result in the application of the substantive law of any other jurisdiction. Quorum considers this to be an area of agreement and does not anticipate further negotiation on this point.

Pre-Litigation Dispute Resolution. While Quorum insists that the ultimate forum for dispute resolution be a court of competent jurisdiction rather than an arbitral tribunal, Quorum is open to discussing the inclusion of a mandatory pre-litigation step designed to encourage early resolution of disputes before the commencement of formal litigation. Specifically, Quorum would be willing to consider a provision requiring the parties to engage in a structured meet-and-confer process, or to submit disputes to non-binding mediation before a mutually agreed-upon mediator, prior to the filing of any action in court. Quorum believes that such a provision can serve as a constructive mechanism for early dispute resolution while preserving each party's right to adjudicate its claims before a court of law.

V. Priority 4 — Post-Termination Data Treatment

Return/Destruction of Meridian Raw Data. Quorum agrees in principle that, upon termination or expiration of the MDLA for any reason, Quorum will return or, at Quorum's election, certify the destruction of all Meridian raw data in Quorum's possession or control — that is, all unmodified copies of data delivered by Meridian under the Licensed Data Products (MCI Consumer Credit File, MCI CommercialView, and MCI AltSignal) — within ninety (90) days of the effective date of termination or expiration. Quorum is prepared to provide officer-level certification of completion of the return/destruction process.

Survival of Derived Data. However, Quorum insists that any Derived Data created by Quorum during the term of the MDLA must survive termination or expiration of the agreement and remain Quorum's property without restriction, limitation, or additional obligation. Specifically, and without limitation, Quorum's right to retain and continue to use Derived Data following termination must encompass:

• Trained machine-learning model weights, parameters, coefficients, and hyperparameters;

• Predictive scores, risk indices, and segmentation outputs generated by Quorum's models;

• Statistical summaries, aggregated data sets, and analytical reports derived from Meridian data;

• Feature-engineered variables and composite data elements created by Quorum; and

• Any other work product that constitutes Derived Data as defined in Section III of this letter.

Rationale. Requiring Quorum to purge or cease using Derived Data upon termination of the MDLA would be commercially unreasonable for several reasons. First, it would destroy significant value that Quorum independently created through its own analytical processes, technical expertise, and investment of resources — value that is attributable to Quorum's intellectual effort, not to the raw data inputs. Second, it would effectively hold Quorum's proprietary analytics infrastructure hostage to the continuation of the Meridian license, creating an inappropriate form of lock-in that would distort the commercial dynamics of any renewal negotiation. Third, as a practical matter, purging trained machine-learning model weights that were informed in part by Meridian data — particularly where the models were trained on blended data sets incorporating multiple data sources — would be technically infeasible without destroying the entire model, including the value attributable to Quorum's own first-party data.

Clear Contractual Definitions. To effectuate the foregoing, Quorum proposes that the MDLA include clear and precise contractual definitions distinguishing between "Meridian Raw Data" (i.e., unmodified or minimally modified copies of data delivered by Meridian, which would be subject to the return/destruction obligation) and "Derived Data" (i.e., outputs of Quorum's independent analytical processes, which would be retained by Quorum in perpetuity). The definition of "Derived Data" should be drafted broadly and should not be subject to Meridian's unilateral determination or approval.

Coordination with Derived-Data Ownership Provisions. This issue is closely related to the derived-data ownership and commercialization rights discussed in Section III above. The parties should address both topics in a coordinated fashion during the MDLA negotiations to ensure that the intellectual property provisions and the termination/post-termination provisions are internally consistent and mutually reinforcing.

VI. Additional Priorities

In addition to the four principal priorities set forth above, Quorum identifies the following additional matters as important to the MDLA negotiations.

A. Data Security and Regulatory Compliance

Given the nature of the data at issue — including consumer credit information, business financial data, and alternative data — and the heavily regulated environment in which both Quorum and Meridian operate, Quorum expects the MDLA to include robust data security and regulatory compliance provisions.

Security Certifications. Quorum will require Meridian to maintain current SOC 2 Type II and ISO 27001 certifications throughout the term of the MDLA, and to provide copies of current audit reports and certifications to Quorum upon request, no less frequently than annually. Quorum, in turn, acknowledges that it maintains SOC 2 Type II certification and is prepared to provide reciprocal representations regarding its own security posture.

Data-Breach Notification. The MDLA must include a mutual data-breach notification obligation requiring each party to notify the other within forty-eight (48) hours of discovery of any actual or reasonably suspected breach or unauthorized access affecting data exchanged under the agreement. The notification obligation should include a detailed description of the nature and scope of the breach, the categories and approximate number of records affected, the measures taken or proposed to be taken to contain and remediate the breach, and the name and contact information of a designated point of contact.

Regulatory Compliance. The MDLA must include representations, warranties, and covenants regarding compliance with all applicable federal and state laws and regulations governing the collection, use, storage, transmission, and disposal of the Licensed Data Products, 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 / California Privacy Rights Act ("CCPA/CPRA"), Cal. Civ. Code § 1798.100 et seq.;

• The New York Department of Financial Services Cybersecurity Regulation, 23 NYCRR Part 500; and

• All applicable state insurance data-security regulations and data-privacy laws.

FCRA Permissible Purpose Certification. Quorum will require that a permissible purpose certification, substantially in the form customary for consumer reporting agency data licenses, be included as a schedule to the MDLA.

Staffing. Our colleagues David Cartwright (Partner) and Lisa Johannsen (Associate), members of Calderwood & Harkness's Privacy and Cybersecurity practice, will be directly engaged on the drafting and negotiation of the data security and regulatory compliance provisions of the MDLA. We trust that Kessler Pruitt & Ashe will similarly identify the members of your team responsible for these provisions so that our respective specialists can coordinate directly.

B. Service Level Commitments

Quorum expects the MDLA to include meaningful service level commitments that ensure the reliability, availability, and performance of the Licensed Data Products throughout the term. Specifically, Quorum anticipates that the MDLA (or a technical schedule thereto) will address:

• Uptime Guarantees: Minimum availability commitments for SFTP batch delivery and REST API access (Quorum expects no less than 99.9% monthly uptime for real-time API services);

• Latency Standards: Maximum response-time commitments for real-time API queries to the MCI Consumer Credit File (Quorum's internal performance requirements call for P95 latency of no more than 250 milliseconds under normal operating conditions); and

• Service Credits: A meaningful service credit regime providing for automatic credits against Quorum's quarterly fees in the event of SLA failures, tiered by severity and duration of the outage or performance degradation.

Patricia Heng, Senior Counsel at Calderwood & Harkness, will lead the negotiation of the SLA provisions and related technical schedules. Ms. Heng will coordinate with Quorum's technology team and, as appropriate, with your firm's technical representatives to ensure that the SLA framework is practical, measurable, and aligned with the operational realities of the data delivery architecture.

C. Insurance Requirements

Quorum will require the MDLA to include reciprocal insurance obligations, as follows:

• Meridian's Insurance Minimums: Meridian shall maintain throughout the term of the MDLA (i) commercial general liability insurance with limits of not less than $5,000,000 per occurrence and (ii) cyber liability and technology errors and omissions insurance with aggregate limits of not less than $25,000,000. Meridian shall provide certificates of insurance to Quorum upon execution of the MDLA and annually thereafter.

• Quorum's Insurance Minimums: Quorum will represent that it maintains (i) commercial general liability insurance with limits of not less than $5,000,000 per occurrence and (ii) cyber liability insurance with aggregate limits of not less than $50,000,000.

Quorum reserves the right to propose additional insurance requirements (including, for example, professional liability and media liability coverage) during the MDLA negotiation process, depending on the scope of services and representations ultimately agreed upon.

D. Late Payment and Fee Provisions

Quorum proposes that the MDLA include a late payment interest provision specifying that any amounts not paid when due shall accrue interest at a rate of 1.5% per month (18% per annum), calculated from the date such payment was due until the date of actual payment. Quorum understands that this rate is consistent with market practice for enterprise data-licensing transactions of this nature.

Quorum is also prepared to discuss reasonable cure periods for late payments — for example, a fifteen (15) business-day cure period following written notice of non-payment before late payment interest begins to accrue or before the non-payment constitutes a material breach. Additionally, Quorum is open to discussing dispute-related payment hold provisions that would permit either party to withhold payment of amounts that are the subject of a good-faith billing dispute, without such withholding constituting a breach of the agreement, provided that undisputed amounts are paid in full and timely.

VII. Anticipated Timeline and Next Steps

Quorum understands from our prior discussions that the parties expect to exchange initial MDLA drafts in the near term. Quorum anticipates receipt of Meridian's form MDLA from Kessler Pruitt & Ashe and appreciates any indication you may be able to provide regarding the expected timing of that delivery.

Upon receipt of Meridian's form MDLA, Calderwood & Harkness will prepare a comprehensive redline reflecting the priorities set forth in this letter, together with additional provisions that Quorum may identify during the review process. We will endeavor to return the redline within a commercially reasonable period, and we will of course communicate with your firm regarding timing as the process unfolds.

In-Person Negotiation Session. Quorum proposes that the parties schedule an in-person negotiation session, to take place in either New York or Atlanta at the parties' mutual convenience, following the initial MDLA draft exchange and redline. The purpose of this session would be to address the key open issues identified in this letter — particularly the derived-data ownership and commercialization provisions (Section III), the MFN pricing mechanism (Section II), the dispute resolution framework (Section IV), and the post-termination data treatment provisions (Section V) — in a focused and efficient manner. Quorum is prepared to make its business and technical personnel available for that session, and we would encourage Meridian to do the same.

Day-to-Day Contacts. For purposes of day-to-day communication regarding the MDLA negotiation, the key contacts on the Quorum side are as follows:

• Wendy Schultz, Lead Associate, Calderwood & Harkness LLP — wschultz@calderwoodharkness.com; (212) 558-4127

• Omar Siddiqui, Working Associate, Calderwood & Harkness LLP — osiddiqui@calderwoodharkness.com; (212) 558-4293

• Gregory Stahl, Vice President, Legal Affairs, Quorum Insurance Holdings Corp. (client-side coordination) — gstahl@quoruminsurance.com; (203) 905-7400

We would be grateful if you could share the corresponding contact information for the Kessler Pruitt & Ashe team members who will be handling day-to-day communications on Meridian's behalf.

Invitation to Share Meridian's Priorities. Finally, we invite Kessler Pruitt & Ashe to share Meridian's corresponding negotiation priorities at your earliest convenience. We believe that a mutual exchange of priorities at this stage — before the parties invest time and resources in drafting and redlining the MDLA — will contribute meaningfully to the efficiency and productivity of the negotiations that follow.

In closing, we wish to reiterate Quorum's genuine interest in completing this transaction and in establishing a successful, long-term data-licensing partnership with Meridian. Quorum views this arrangement as strategically important, and we are committed to working collaboratively and in good faith with Meridian and your firm to bring the MDLA to a mutually satisfactory conclusion.

We note for the avoidance of doubt that this letter does not constitute a binding offer, commitment, or agreement by Quorum or any of its affiliates. All matters discussed herein remain subject to further negotiation between the parties, approval by Quorum's management, and the execution and delivery of definitive documentation in form and substance satisfactory to each party.

We are available for a call or meeting at your convenience to discuss the foregoing. Please do not hesitate to reach out to me or to any of the contacts identified above to arrange a time.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Wendy Schultz Associate, intellectual Property Practice Group Calderwood & Harkness LLP 425 Park Avenue New York, NY 10022 Tel: (212) 558-4127

Email: wschultz@calderwoodharkness.com

cc: (via e-mail)

Leonard Cross, Esq., Partner, Calderwood & Harkness LLP (Responsible Partner) Carolyn Whitford, General Counsel & Executive Vice President, Quorum Insurance Holdings Corp. Gregory Stahl, Vice President, Legal Affairs, Quorum Insurance Holdings Corp. Omar Siddiqui, Esq., Associate, Calderwood & Harkness LLP

Enclosures: None.

CALDERWOOD & HARKNESS LLP Counselors at Law
425 Park Avenue New York, New York 10022
Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com
October 20, 2022
VIA E-MAIL AND FIRST CLASS MAIL
Graham Whitley, Esq. Partner, Technology & Licensing Kessler Pruitt & Ashe LLP 1180 Peachtree Street NE, Suite 3000 Atlanta, GA 30309
Re: Quorum Insurance Holdings Corp. / Meridian Credit intelligence, Inc. — Enterprise Data License Negotiation; Key Negotiation Priorities
Mutual Nondisclosure Agreement (NDA-QIH-MCI-2022-001, dated August 15, 2022); Meridian Initial Term Sheet dated September 12, 2022; Quorum Counter-Term Sheet dated September 30, 2022
C&H Matter No. 1025-00008
Dear Mr. Whitley:
We write on behalf of our client, Quorum Insurance Holdings Corp. ("Quorum" or "QIH"), a Delaware corporation headquartered at 1200 Atlantic Street, Suite 3400, Stamford, Connecticut 06901, and listed on the Nasdaq Stock Market under the ticker symbol QIHC. As you are aware, Calderwood & Harkness LLP represents Quorum in connection with the proposed five-year enterprise data-licensing arrangement between Quorum and your client, Meridian Credit intelligence, Inc. ("Meridian"), a Georgia corporation headquartered at 3300 Peachtree Road NE, Suite 2100, Atlanta, Georgia 30326.
We wish to begin by acknowledging the productive initial exchanges between the parties to date. Meridian's initial term sheet, delivered on September 12, 2022, provided a thoughtful framework for discussion, and we believe that Quorum's counter-term sheet, delivered on September 30, 2022, demonstrated both the seriousness of Quorum's interest and the constructive spirit in which Quorum intends to approach these negotiations. We understand that the parties expect to exchange initial drafts of the Master Data License Agreement (the "MDLA") in the coming weeks. In advance of that exchange, and to facilitate efficient and focused drafting on both sides, this letter sets forth Quorum's principal negotiation priorities so that your firm and Meridian may have a clear understanding of the issues that Quorum considers most important to the success of this transaction.
This letter is transmitted subject to, and without waiver of, any rights, obligations, or protections arising under the Mutual Nondisclosure Agreement between the parties (NDA-QIH-MCI-2022-001, dated August 15, 2022) (the "Mutual NDA"). All information contained herein shall be treated as Confidential Information of Quorum as defined in the Mutual NDA.
I. Overview of the Transaction
By way of brief background for purposes of framing the discussion that follows, Quorum proposes to license three of Meridian's core data products for an initial term of five (5) years:
• MCI Consumer Credit File™ — consisting of approximately 310 million individual consumer credit records;
• MCI CommercialView™ — consisting of approximately 42 million business records; and
• MCI AltSignal™ — consisting of approximately 85 million consumer alternative-data records (collectively, the "Licensed Data Products").
Deal Value and Fee Structure. Based on the positions reflected in the counter-term sheet, the total deal value over the five-year initial term is approximately $60,000,000, structured as follows:
• Year 1 Annual Fee: $10,800,000, reflecting a six-month implementation and ramp period during which Quorum will be integrating the Licensed Data Products into its existing technology infrastructure. The Year 1 fee equates to a monthly rate of $900,000.
• Years 2 through 5 Annual Fee: $12,300,000 per year (i.e., $1,025,000 per month), reflecting the full-production run rate.
• One-Time Implementation/Integration Fee: $1,500,000, to be billed separately and outside the $60,000,000 license value. This fee will cover Meridian's professional services costs associated with initial data migration, API configuration, field-mapping, and integration testing.
Payment Structure. Quorum anticipates that fees will be payable on a quarterly-in-advance basis. Year 1 quarterly installments would be $2,700,000 per quarter, and Years 2 through 5 quarterly installments would be $3,075,000 per quarter.
Data Delivery Methods. Quorum expects the MDLA to specify the following data delivery methods for each Licensed Data Product:
• MCI Consumer Credit File: Daily SFTP batch delivery plus real-time REST API access;
• MCI CommercialView: Weekly SFTP batch delivery; and
• MCI AltSignal: Daily SFTP batch delivery.
Volume Tier and Overage. The base volume tier, as reflected in the counter-term sheet, provides for up to 500,000,000 records per month (consumer and commercial combined). Quorum's current estimated monthly volume is approximately 437,000,000 records, well within the proposed base tier. Any records processed in excess of the base tier would be subject to an overage rate of $0.003 per record.
Business Purpose. Quorum intends to ingest Meridian data across its property-and-casualty, life, and specialty insurance lines in order to enhance its automated underwriting models, improve claims-fraud detection algorithms, and refine customer propensity scoring. These are core operational and strategic functions for Quorum, and the contemplated data license is expected to be a foundational element of Quorum's data and analytics strategy for the foreseeable future.
Quorum views this as a significant, long-term strategic partnership and is committed to reaching a mutually beneficial agreement. With that objective in mind, we turn to the specific negotiation priorities that Quorum considers essential to the structure and terms of the MDLA.
II. Priority 1 — Most Favored Nation Pricing
Quorum considers most favored nation ("MFN") pricing protection to be a critical term for the MDLA. Given the magnitude of the financial commitment that Quorum is prepared to make — $60,000,000 over the five-year initial term, plus the $1,500,000 implementation fee — Quorum requires reasonable assurance that it will not be placed at a competitive disadvantage relative to peer insurance-industry licensees of Meridian's data products during the term of the agreement.
Proposed MFN Scope. Quorum proposes that the MDLA include a provision under which, if Meridian offers any other United States-domiciled insurance carrier, managing general agent, or insurtech firm with annual premiums written of $500,000,000 or more (measured by such entity's most recently available statutory filings or audited financial statements) more favorable per-record pricing, volume discounts, or fee terms for comparable data products and services, Quorum's pricing shall be automatically adjusted to match such more favorable terms. The adjustment would take effect as of the first billing period following the date on which the more favorable terms are offered to the third-party licensee.
Rationale. Quorum's rationale for this position is straightforward: as one of Meridian's largest enterprise data licensees, Quorum should not bear pricing terms that are materially less favorable than those available to competitors in the insurance industry who are purchasing comparable data products at comparable volumes. The MFN protection is not intended to give Quorum access to pricing offered to licensees in unrelated industries, or to small-scale licensees whose volumes and commitments are not reasonably comparable to Quorum's. The scope limitation to U.S.-domiciled insurance carriers, MGAs, and insurtechs with $500 million or more in annual premiums written is intended to ensure that the MFN benchmark is commercially meaningful and appropriately tailored.
Confidentiality Protections. Quorum acknowledges that Meridian may have legitimate confidentiality concerns regarding the pricing terms of its other licensee agreements. Quorum is prepared to discuss appropriate confidentiality protections and information-barrier mechanisms to address those concerns, including, by way of example, the use of an independent third-party auditor or compliance officer to verify MFN compliance without disclosing the specific terms of third-party agreements to Quorum directly.
Pricing Benchmark Study. We note for your awareness that Quorum's data-pricing consultant, Pinnacle Ridge Advisory LLC (Franklin Osei, Managing Director), is currently conducting a comprehensive pricing benchmark study covering enterprise data-licensing transactions in the U.S. insurance sector. The study is expected to be delivered in Q1 2023. The results of that study will inform Quorum's detailed MFN proposal, including the specific metrics and thresholds against which pricing comparability should be measured. We anticipate sharing relevant (non-proprietary) findings from the study with Meridian's team in due course.
Summary. While Quorum is willing to discuss the precise mechanics of the MFN provision in detail during the MDLA negotiation process — including the comparison methodology, the scope of "comparable" products and services, and the adjustment timeline — Quorum wishes to be clear that some form of pricing parity protection is essential to Quorum and will be a threshold issue in the negotiations.
III. Priority 2 — Derived-Data Ownership and Commercialization Rights
Quorum's Position. Quorum's position is that Quorum must own all intellectual property rights in any data, models, scores, indices, analytics outputs, or other works created by Quorum using licensed Meridian data as an input (collectively, "Derived Data"). This includes, without limitation, statistical models and model weights, predictive scores, risk indices, customer segmentation outputs, feature-engineered data sets, and any other analytical work product that Quorum generates through the application of its proprietary algorithms, methodologies, and technical processes to Meridian raw data.
Furthermore, Quorum must have unrestricted rights to use, sublicense, distribute, and commercialize Derived Data — including to third parties outside of Quorum's corporate group — without the payment of any additional fees, royalties, or revenue-sharing obligations to Meridian, and without requiring Meridian's prior written consent.
Rationale. This position reflects the substantial independent investment that Quorum has made and continues to make in its proprietary data-analytics capabilities. Most notably, Quorum has developed its proprietary predictive underwriting model, QuorumScore™ (USPTO trademark application pending, Serial No. 97/482,116), which blends third-party credit data — including data from multiple vendors, not solely Meridian — with Quorum's own first-party claims data, policy data, telematics data, and other proprietary data sources. QuorumScore is central to Quorum's underwriting competitive advantage and is the foundation of Quorum's planned business-to-business data-analytics revenue line, which Quorum's management expects to contribute meaningfully to top-line growth in fiscal years 2024 and 2025.
Legal Basis. Quorum's position is that Derived Data — which reflects Quorum's substantial independent creative, analytical, and technical contribution, and which cannot be reverse-engineered to reconstruct Meridian's raw data — should be treated as Quorum's proprietary work product, not as a "derivative work" of Meridian's raw data within the meaning of the Copyright Act or otherwise. Meridian's raw data is one of several inputs into Quorum's analytical processes; the outputs of those processes are qualitatively and materially different from the inputs and represent the product of Quorum's independent intellectual effort.
Provisions That Quorum Will Not Accept. In light of the foregoing, Quorum wishes to be transparent that the following provisions, if proposed in the MDLA, would be unacceptable to Quorum:
(a) Any requirement that Quorum grant a license-back of Derived Data to Meridian, whether on an exclusive, non-exclusive, royalty-free, or any other basis;
(b) Any revenue-sharing arrangement under which Meridian would receive a percentage of revenues generated by Quorum's commercialization of Derived Data to third parties; or
(c) Any standard that grants Meridian sole discretion, or effective veto authority, over whether Derived Data has been "sufficiently transformed" from Meridian's raw data to qualify as Quorum's proprietary work product.
Each of these provisions, if included in the MDLA, would undermine Quorum's investment thesis for the transaction, impair Quorum's ability to realize the full value of its proprietary analytics platform, and introduce unacceptable commercial uncertainty into the relationship.
Engagement of Specialized IP Counsel. Quorum's intellectual property team, working with Caldwell & Strauss LLP (Quorum's regular outside intellectual property counsel; Angela Firth, Partner), is prepared to discuss the technical and legal bases for these positions in greater detail at the appropriate stage of the negotiations. Ms. Firth's team has substantial experience with data-licensing and IP ownership issues in the financial services and insurance sectors, and we expect their involvement to be constructive in resolving any differences between the parties on these questions.
Significance to MDLA Negotiations. Quorum anticipates that Article VII (or the equivalent provision in Meridian's form MDLA addressing intellectual property ownership and commercialization rights) will be a focal point of the negotiations. We suggest that the parties devote dedicated session time to this topic during any in-person negotiation session, and that both sides come prepared with technical representatives who can speak to the data-transformation processes at issue.
IV. Priority 3 — Dispute Resolution
Quorum's Position. Quorum's preference is for disputes arising under or relating to the MDLA to be resolved through litigation in a court of competent jurisdiction, with the parties submitting to the exclusive jurisdiction of the United States District Court for the Southern District of New York or, where federal subject-matter jurisdiction is not available, the Commercial Division of the New York Supreme Court, New York County.
Response to Meridian's Arbitration Proposal. Quorum notes that Meridian's initial term sheet (September 12, 2022) proposed that all disputes be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, with a three-arbitrator panel seated in New York, New York. Quorum has carefully considered this proposal and respectfully opposes binding arbitration for this arrangement for several reasons:
First, data-licensing and intellectual property ownership disputes — particularly those involving the novel and evolving legal standards governing derived data, machine-learning model outputs, and the boundaries of permissible data commercialization — benefit from the development of judicial precedent. Arbitral awards are typically confidential and do not contribute to the body of law governing these issues. Given the significance and complexity of the intellectual property issues at stake in this transaction, Quorum believes that both parties are better served by a forum in which decisions are subject to appellate review and contribute to the predictable development of governing legal standards.
Second, in the event of a material breach involving unauthorized use of Meridian's data or, conversely, interference with Quorum's rights in Derived Data, either party may need to seek emergency injunctive relief. While arbitral tribunals may grant interim relief in some circumstances, the procedures for obtaining emergency relief in arbitration are less well-established, potentially less expeditious, and subject to greater uncertainty than the procedures available in the federal and state courts of New York.
Third, Quorum is a publicly traded company listed on the Nasdaq Stock Market. Quorum has disclosure obligations under the Securities Exchange Act of 1934 and the rules of the SEC, including obligations to disclose material legal proceedings. The confidential nature of arbitration proceedings may create tension with these disclosure obligations. Litigation in a court of public record, while potentially requiring redaction of competitively sensitive information, is more naturally aligned with the transparency expectations of Quorum's shareholders and regulators.
Fourth, the parties have already agreed — per the term sheet exchange — that New York law shall govern the MDLA. The courts of New York, and particularly the Commercial Division of the New York Supreme Court, have developed a robust and sophisticated body of commercial law that is well-suited to the interpretation and enforcement of complex data-licensing agreements. Quorum sees no reason to forgo the benefit of that jurisprudence in favor of an arbitral forum.
Governing Law. As noted above, both parties' term sheets reflect agreement that the MDLA will be governed by the laws of the State of New York, without regard to conflicts-of-law principles that might result in the application of the substantive law of any other jurisdiction. Quorum considers this to be an area of agreement and does not anticipate further negotiation on this point.
Pre-Litigation Dispute Resolution. While Quorum insists that the ultimate forum for dispute resolution be a court of competent jurisdiction rather than an arbitral tribunal, Quorum is open to discussing the inclusion of a mandatory pre-litigation step designed to encourage early resolution of disputes before the commencement of formal litigation. Specifically, Quorum would be willing to consider a provision requiring the parties to engage in a structured meet-and-confer process, or to submit disputes to non-binding mediation before a mutually agreed-upon mediator, prior to the filing of any action in court. Quorum believes that such a provision can serve as a constructive mechanism for early dispute resolution while preserving each party's right to adjudicate its claims before a court of law.
V. Priority 4 — Post-Termination Data Treatment
Return/Destruction of Meridian Raw Data. Quorum agrees in principle that, upon termination or expiration of the MDLA for any reason, Quorum will return or, at Quorum's election, certify the destruction of all Meridian raw data in Quorum's possession or control — that is, all unmodified copies of data delivered by Meridian under the Licensed Data Products (MCI Consumer Credit File, MCI CommercialView, and MCI AltSignal) — within ninety (90) days of the effective date of termination or expiration. Quorum is prepared to provide officer-level certification of completion of the return/destruction process.
Survival of Derived Data. However, Quorum insists that any Derived Data created by Quorum during the term of the MDLA must survive termination or expiration of the agreement and remain Quorum's property without restriction, limitation, or additional obligation. Specifically, and without limitation, Quorum's right to retain and continue to use Derived Data following termination must encompass:
• Trained machine-learning model weights, parameters, coefficients, and hyperparameters;
• Predictive scores, risk indices, and segmentation outputs generated by Quorum's models;
• Statistical summaries, aggregated data sets, and analytical reports derived from Meridian data;
• Feature-engineered variables and composite data elements created by Quorum; and
• Any other work product that constitutes Derived Data as defined in Section III of this letter.
Rationale. Requiring Quorum to purge or cease using Derived Data upon termination of the MDLA would be commercially unreasonable for several reasons. First, it would destroy significant value that Quorum independently created through its own analytical processes, technical expertise, and investment of resources — value that is attributable to Quorum's intellectual effort, not to the raw data inputs. Second, it would effectively hold Quorum's proprietary analytics infrastructure hostage to the continuation of the Meridian license, creating an inappropriate form of lock-in that would distort the commercial dynamics of any renewal negotiation. Third, as a practical matter, purging trained machine-learning model weights that were informed in part by Meridian data — particularly where the models were trained on blended data sets incorporating multiple data sources — would be technically infeasible without destroying the entire model, including the value attributable to Quorum's own first-party data.
Clear Contractual Definitions. To effectuate the foregoing, Quorum proposes that the MDLA include clear and precise contractual definitions distinguishing between "Meridian Raw Data" (i.e., unmodified or minimally modified copies of data delivered by Meridian, which would be subject to the return/destruction obligation) and "Derived Data" (i.e., outputs of Quorum's independent analytical processes, which would be retained by Quorum in perpetuity). The definition of "Derived Data" should be drafted broadly and should not be subject to Meridian's unilateral determination or approval.
Coordination with Derived-Data Ownership Provisions. This issue is closely related to the derived-data ownership and commercialization rights discussed in Section III above. The parties should address both topics in a coordinated fashion during the MDLA negotiations to ensure that the intellectual property provisions and the termination/post-termination provisions are internally consistent and mutually reinforcing.
VI. Additional Priorities
In addition to the four principal priorities set forth above, Quorum identifies the following additional matters as important to the MDLA negotiations.
A. Data Security and Regulatory Compliance
Given the nature of the data at issue — including consumer credit information, business financial data, and alternative data — and the heavily regulated environment in which both Quorum and Meridian operate, Quorum expects the MDLA to include robust data security and regulatory compliance provisions.
Security Certifications. Quorum will require Meridian to maintain current SOC 2 Type II and ISO 27001 certifications throughout the term of the MDLA, and to provide copies of current audit reports and certifications to Quorum upon request, no less frequently than annually. Quorum, in turn, acknowledges that it maintains SOC 2 Type II certification and is prepared to provide reciprocal representations regarding its own security posture.
Data-Breach Notification. The MDLA must include a mutual data-breach notification obligation requiring each party to notify the other within forty-eight (48) hours of discovery of any actual or reasonably suspected breach or unauthorized access affecting data exchanged under the agreement. The notification obligation should include a detailed description of the nature and scope of the breach, the categories and approximate number of records affected, the measures taken or proposed to be taken to contain and remediate the breach, and the name and contact information of a designated point of contact.
Regulatory Compliance. The MDLA must include representations, warranties, and covenants regarding compliance with all applicable federal and state laws and regulations governing the collection, use, storage, transmission, and disposal of the Licensed Data Products, 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 / California Privacy Rights Act ("CCPA/CPRA"), Cal. Civ. Code § 1798.100 et seq.;
• The New York Department of Financial Services Cybersecurity Regulation, 23 NYCRR Part 500; and
• All applicable state insurance data-security regulations and data-privacy laws.
FCRA Permissible Purpose Certification. Quorum will require that a permissible purpose certification, substantially in the form customary for consumer reporting agency data licenses, be included as a schedule to the MDLA.
Staffing. Our colleagues David Cartwright (Partner) and Lisa Johannsen (Associate), members of Calderwood & Harkness's Privacy and Cybersecurity practice, will be directly engaged on the drafting and negotiation of the data security and regulatory compliance provisions of the MDLA. We trust that Kessler Pruitt & Ashe will similarly identify the members of your team responsible for these provisions so that our respective specialists can coordinate directly.
B. Service Level Commitments
Quorum expects the MDLA to include meaningful service level commitments that ensure the reliability, availability, and performance of the Licensed Data Products throughout the term. Specifically, Quorum anticipates that the MDLA (or a technical schedule thereto) will address:
• Uptime Guarantees: Minimum availability commitments for SFTP batch delivery and REST API access (Quorum expects no less than 99.9% monthly uptime for real-time API services);
• Latency Standards: Maximum response-time commitments for real-time API queries to the MCI Consumer Credit File (Quorum's internal performance requirements call for P95 latency of no more than 250 milliseconds under normal operating conditions); and
• Service Credits: A meaningful service credit regime providing for automatic credits against Quorum's quarterly fees in the event of SLA failures, tiered by severity and duration of the outage or performance degradation.
Patricia Heng, Senior Counsel at Calderwood & Harkness, will lead the negotiation of the SLA provisions and related technical schedules. Ms. Heng will coordinate with Quorum's technology team and, as appropriate, with your firm's technical representatives to ensure that the SLA framework is practical, measurable, and aligned with the operational realities of the data delivery architecture.
C. Insurance Requirements
Quorum will require the MDLA to include reciprocal insurance obligations, as follows:
• Meridian's Insurance Minimums: Meridian shall maintain throughout the term of the MDLA (i) commercial general liability insurance with limits of not less than $5,000,000 per occurrence and (ii) cyber liability and technology errors and omissions insurance with aggregate limits of not less than $25,000,000. Meridian shall provide certificates of insurance to Quorum upon execution of the MDLA and annually thereafter.
• Quorum's Insurance Minimums: Quorum will represent that it maintains (i) commercial general liability insurance with limits of not less than $5,000,000 per occurrence and (ii) cyber liability insurance with aggregate limits of not less than $50,000,000.
Quorum reserves the right to propose additional insurance requirements (including, for example, professional liability and media liability coverage) during the MDLA negotiation process, depending on the scope of services and representations ultimately agreed upon.
D. Late Payment and Fee Provisions
Quorum proposes that the MDLA include a late payment interest provision specifying that any amounts not paid when due shall accrue interest at a rate of 1.5% per month (18% per annum), calculated from the date such payment was due until the date of actual payment. Quorum understands that this rate is consistent with market practice for enterprise data-licensing transactions of this nature.
Quorum is also prepared to discuss reasonable cure periods for late payments — for example, a fifteen (15) business-day cure period following written notice of non-payment before late payment interest begins to accrue or before the non-payment constitutes a material breach. Additionally, Quorum is open to discussing dispute-related payment hold provisions that would permit either party to withhold payment of amounts that are the subject of a good-faith billing dispute, without such withholding constituting a breach of the agreement, provided that undisputed amounts are paid in full and timely.
VII. Anticipated Timeline and Next Steps
Quorum understands from our prior discussions that the parties expect to exchange initial MDLA drafts in the near term. Quorum anticipates receipt of Meridian's form MDLA from Kessler Pruitt & Ashe and appreciates any indication you may be able to provide regarding the expected timing of that delivery.
Upon receipt of Meridian's form MDLA, Calderwood & Harkness will prepare a comprehensive redline reflecting the priorities set forth in this letter, together with additional provisions that Quorum may identify during the review process. We will endeavor to return the redline within a commercially reasonable period, and we will of course communicate with your firm regarding timing as the process unfolds.
In-Person Negotiation Session. Quorum proposes that the parties schedule an in-person negotiation session, to take place in either New York or Atlanta at the parties' mutual convenience, following the initial MDLA draft exchange and redline. The purpose of this session would be to address the key open issues identified in this letter — particularly the derived-data ownership and commercialization provisions (Section III), the MFN pricing mechanism (Section II), the dispute resolution framework (Section IV), and the post-termination data treatment provisions (Section V) — in a focused and efficient manner. Quorum is prepared to make its business and technical personnel available for that session, and we would encourage Meridian to do the same.
Day-to-Day Contacts. For purposes of day-to-day communication regarding the MDLA negotiation, the key contacts on the Quorum side are as follows:
• Wendy Schultz, Lead Associate, Calderwood & Harkness LLP — wschultz@calderwoodharkness.com; (212) 558-4127
• Omar Siddiqui, Working Associate, Calderwood & Harkness LLP — osiddiqui@calderwoodharkness.com; (212) 558-4293
• Gregory Stahl, Vice President, Legal Affairs, Quorum Insurance Holdings Corp. (client-side coordination) — gstahl@quoruminsurance.com; (203) 905-7400
We would be grateful if you could share the corresponding contact information for the Kessler Pruitt & Ashe team members who will be handling day-to-day communications on Meridian's behalf.
Invitation to Share Meridian's Priorities. Finally, we invite Kessler Pruitt & Ashe to share Meridian's corresponding negotiation priorities at your earliest convenience. We believe that a mutual exchange of priorities at this stage — before the parties invest time and resources in drafting and redlining the MDLA — will contribute meaningfully to the efficiency and productivity of the negotiations that follow.
In closing, we wish to reiterate Quorum's genuine interest in completing this transaction and in establishing a successful, long-term data-licensing partnership with Meridian. Quorum views this arrangement as strategically important, and we are committed to working collaboratively and in good faith with Meridian and your firm to bring the MDLA to a mutually satisfactory conclusion.
We note for the avoidance of doubt that this letter does not constitute a binding offer, commitment, or agreement by Quorum or any of its affiliates. All matters discussed herein remain subject to further negotiation between the parties, approval by Quorum's management, and the execution and delivery of definitive documentation in form and substance satisfactory to each party.
We are available for a call or meeting at your convenience to discuss the foregoing. Please do not hesitate to reach out to me or to any of the contacts identified above to arrange a time.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Wendy Schultz Associate, intellectual Property Practice Group Calderwood & Harkness LLP 425 Park Avenue New York, NY 10022 Tel: (212) 558-4127
Email: wschultz@calderwoodharkness.com
cc: (via e-mail)
Leonard Cross, Esq., Partner, Calderwood & Harkness LLP (Responsible Partner) Carolyn Whitford, General Counsel & Executive Vice President, Quorum Insurance Holdings Corp. Gregory Stahl, Vice President, Legal Affairs, Quorum Insurance Holdings Corp. Omar Siddiqui, Esq., Associate, Calderwood & Harkness LLP
Enclosures: None.

CALDERWOOD & HARKNESS LLP Counselors at Law

VIA E-MAIL AND FIRST CLASS MAIL

CALDERWOOD & HARKNESS LLP

Record

Parties

Dates

Amounts