1025-00008 · Quorum Insurance Holdings · Engagement & Administration

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PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT — FOR INTERNAL USE ONLY

CALDERWOOD & HARKNESS LLP

CONFLICTS CHECK MEMORANDUM

TO: Leonard Cross, Partner (Responsible Partner) Nathaniel Bower, Partner (Billing Partner)

FROM: Wendy Schultz, Associate, intellectual Property Practice Group Office of the General Counsel, Calderwood & Harkness LLP

DATE: August 5, 2022

RE: Conflicts Clearance — Proposed Representation of Quorum Insurance Holdings Corp. in Data-Licensing Negotiations with Meridian Credit intelligence, Inc. and Related Entities

MATTER NO.: C&H Matter No. 1025-00008 (Proposed)

I. Purpose

This memorandum documents the results of the conflicts check conducted in connection with the proposed engagement of Calderwood & Harkness LLP ("C&H" or the "Firm") by Quorum Insurance Holdings Corp. ("Quorum" or "QIH") to negotiate and document an enterprise data-licensing arrangement with Meridian Credit intelligence, Inc. ("Meridian" or "MCI"). The scope of the proposed engagement encompasses the negotiation and preparation of a Master Data License Agreement and all ancillary agreements, schedules, exhibits, and related documentation necessary to effectuate the contemplated transaction.

The conflicts check was initiated on August 3, 2022, upon receipt of the preliminary engagement request from QIH's Office of the General Counsel, and was completed on August 5, 2022. During this period, all entities, affiliates, key individuals, and related third parties identified through the client intake process, publicly available filings, and preliminary discussions with the prospective client were run through the Firm's conflicts-clearance system and subjected to manual review, as described in further detail in Section IV below.

This memorandum is prepared in advance of the execution of the engagement letter between C&H and Quorum, which is currently scheduled for August 8, 2022. The purpose of this memorandum is to confirm that no conflicts of interest exist that would preclude the Firm from undertaking the proposed representation, or alternatively, to identify any potential conflicts and recommend appropriate measures for their resolution.

The review documented herein was conducted in accordance with the Firm's internal conflicts-clearance procedures, including the protocols established by the New General Matters Committee, and in compliance with the applicable provisions of the New York Rules of Professional Conduct, particularly Rules 1.7 (Conflict of Interest: Current Clients), 1.8 (Current Clients: Specific Conflict of Interest Rules), 1.9 (Duties to Former Clients), 1.10 (Imputation of Conflicts of Interest), and 1.18 (Duties to Prospective Clients).

II. Proposed Engagement Summary

The following summarizes the key parameters of the proposed engagement, as communicated through the client intake form submitted on August 2, 2022, and supplemented by a preliminary telephone conference between Wendy Schultz and Gregory Stahl (VP, Legal Affairs, Quorum) on August 3, 2022.

Client: Quorum Insurance Holdings Corp., a corporation duly organized and existing under the laws of the State of Delaware, publicly traded on the Nasdaq Stock Market under the ticker symbol "QIHC." Quorum is headquartered at 1200 Atlantic Street, Suite 3400, Stamford, Connecticut 06901. Its federal Employer Identification Number is 83-2147605, and its Delaware Secretary of State Entity File Number is 7234819. Quorum is a specialty insurance holding company that underwrites commercial property and casualty insurance, professional liability, and excess-and-surplus lines products through its regulated insurance subsidiaries.

Nature of Engagement: The Firm has been asked to serve as lead outside counsel to Quorum in the negotiation, drafting, and documentation of a five-year enterprise data-licensing arrangement pursuant to which Quorum, as licensee, would obtain a license to access, use, and integrate certain proprietary credit intelligence datasets, scoring algorithms, and related analytics products owned or controlled by Meridian, as licensor. The contemplated transaction is expected to be documented through a Master Data License Agreement, together with such ancillary agreements and instruments as may be necessary, including data security addenda, service level agreements, data processing agreements, and related schedules. The aggregate deal value over the five-year term is approximately Sixty Million Dollars ($60,000,000), inclusive of annual license fees, implementation costs, and premium data-tier access charges.

Governing Law: The parties have tentatively agreed that the Master Data License Agreement and related documents will be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts-of-law principles.

Proposed Engagement Team:

Primary Client Contacts:

• Carolyn Whitford, General Counsel & Executive Vice President, Quorum Insurance Holdings Corp.

• Gregory Stahl, Vice President, Legal Affairs, Quorum Insurance Holdings Corp.

III. Parties and Related Entities Searched

Set forth below is the comprehensive list of entities and individuals that were identified through the client intake process, public filings, and preliminary due diligence, and that were run through the Firm's conflicts-clearance system. The searches encompassed all parties to the proposed transaction, their known affiliates and subsidiaries, key individuals, advisors, and other third parties whose involvement in the transaction or relationship to the parties could give rise to a conflict of interest or an appearance of impropriety.

A. Client Side — Quorum Insurance Holdings Corp. and Affiliates

The following entities and individuals on the client side were included in the conflicts search:

Quorum Insurance Holdings Corp. — Delaware corporation; Nasdaq: QIHC; principal offices at 1200 Atlantic Street, Suite 3400, Stamford, CT 06901.

Quorum Subsidiaries and Affiliates — All known subsidiaries and affiliated entities of Quorum Insurance Holdings Corp. were identified through a review of Quorum's most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (for the fiscal year ended December 31, 2021), its most recent Quarterly Report on Form 10-Q (for the quarter ended June 30, 2022), and the client intake form submitted by Quorum's Office of the General Counsel. The subsidiary list was cross-referenced against the Delaware Division of Corporations database and other state corporate registries as applicable. Each identified subsidiary and affiliate was individually searched in the Firm's conflicts system.

Key Individuals:

• Margaret "Meg" Tierney — Chief Executive Officer

• Carolyn Whitford — General Counsel & Executive Vice President

• Rajesh Anand — Chief Data Officer

• Diane Lowell — Senior Vice President, Underwriting Analytics

• Thomas Ng — Vice President, Enterprise Procurement

• Gregory Stahl — Vice President, Legal Affairs

• Priya Nair — Director, Data Engineering

• Claudia Reeves — Vice President, Regulatory & Compliance

• Harrison Kimble — Board Chair

Quorum's Registered Agent: National Registered Agents of Delaware, Inc. ("NRAD"), 1209 Orange Street, Wilmington, Delaware 19801.

Quorum's External Auditor: Felton Thorpe & Co. LLP, 185 Asylum Street, Hartford, Connecticut 06103. Felton Thorpe serves as Quorum's independent registered public accounting firm and is identified here due to the potential for interactions during the transaction process, including with respect to the accounting treatment of the data-license arrangement.

Quorum's Regular Outside IP Counsel: Caldwell & Strauss LLP, 100 Pearl Street, Hartford, Connecticut 06103 (Partner: Angela Firth). Caldwell & Strauss serves as Quorum's regular outside intellectual property counsel and has been engaged to provide a background coordination role in connection with the proposed data-licensing transaction. Caldwell & Strauss will not be billing on this matter; its involvement is limited to providing institutional knowledge regarding Quorum's existing IP portfolio and data-licensing positions. The Firm anticipates periodic communication with Angela Firth and her team during the course of the engagement.

Quorum's Primary Lender: Standish National Bank, N.A., 280 Congress Street, Boston, Massachusetts 02210 (Relationship Manager: Philip Yardley). Standish serves as administrative agent and lead lender under Quorum's revolving credit facility. Standish's inclusion in the conflicts search is of particular relevance because Section 7.12(b) of Quorum's existing credit agreement with Standish contains a negative covenant requiring lender consent for intellectual property licenses entered into by Quorum or its subsidiaries that exceed Twenty-Five Million Dollars ($25,000,000) in aggregate value over the term of such license. Because the proposed data-licensing arrangement with Meridian has an aggregate deal value of approximately Sixty Million Dollars ($60,000,000), a lender consent from Standish will likely be required as a condition to closing the transaction. The Firm may be asked to assist Quorum in obtaining such consent.

Quorum's Data Consulting Firm: Pinnacle Ridge Advisory LLC, 200 Clarendon Street, Suite 4400, Boston, Massachusetts 02116 (Managing Director: Franklin Osei). Pinnacle Ridge has been engaged by Quorum to provide strategic advisory services in connection with Quorum's enterprise data strategy, including preliminary analysis of the datasets and analytics products offered by Meridian. Pinnacle Ridge may serve as a technical advisor to Quorum during the negotiation process.

B. Counterparty Side — Meridian Credit intelligence, Inc. and Affiliates

The following entities and individuals on the counterparty side were included in the conflicts search:

Meridian Credit intelligence, Inc. — Georgia corporation; principal offices at 3300 Peachtree Road NE, Suite 2100, Atlanta, Georgia 30326; federal Employer Identification Number: 58-3891274; Georgia Secretary of State Control Number: 22049371. Meridian is a data analytics company that aggregates, processes, and licenses proprietary credit intelligence data, risk-scoring models, and related analytical products to enterprise clients in the financial services and insurance sectors.

Key Individuals:

• Vincent "Vince" Halstead — Chief Executive Officer

• Sandra Ellison — President & Chief Operating Officer

• Arthur Pennington — General Counsel

• Keith Marlow — Senior Vice President, Data Licensing & Partnerships

• Lena Vasquez — Chief Privacy Officer

• Jordan Prescott — Vice President, Enterprise Sales

• Ben Overstreet — Vice President, Legal Affairs

Meridian's Registered Agent: Peach State Corporate Services LLC ("PSCS"), 315 W. Ponce de Leon Avenue, Decatur, Georgia 30030.

Meridian's External Auditor: Galloway Nash LLP, 191 Peachtree Street NE, Suite 4000, Atlanta, Georgia 30303.

C. Meridian's Majority Owner — Breckenridge Capital Partners

The following entities and individuals associated with Meridian's majority equity holder were included in the conflicts search:

Breckenridge Capital Partners Fund IV, L.P. — Delaware limited partnership. Breckenridge Capital Partners Fund IV, L.P. holds approximately 62.5% of the outstanding equity interests in Meridian Credit intelligence, Inc. and is, accordingly, Meridian's controlling shareholder. Breckenridge's majority ownership position is relevant to the proposed engagement because Breckenridge exercises significant influence over Meridian's strategic and transactional decision-making, including with respect to the terms of enterprise data-licensing arrangements such as the one contemplated here.

Breckenridge Capital Management LLC — Delaware limited liability company; serves as the general partner of Breckenridge Capital Partners Fund IV, L.P. Breckenridge Capital Management LLC maintains its principal offices at 600 Lexington Avenue, 28th Floor, New York, New York 10022.

Key Individuals:

• Elaine Drummond — Managing Partner, Breckenridge Capital Management LLC

• Caleb Rourke — Partner, Breckenridge Capital Management LLC (Partner overseeing the Meridian investment)

It is noted that Breckenridge, through its representatives on Meridian's board of directors, has been advising Meridian's management team to resist inclusion of most favored nation ("MFN") clauses and broad derived-data rights in enterprise data-license agreements. This strategic posture is understood to be motivated by Breckenridge's interest in preserving and maximizing the value of Meridian's data assets in anticipation of a planned initial public offering of Meridian's common stock, currently targeted for the 2025–2026 time frame. This context is relevant to understanding the likely dynamics of the negotiation and the sensitivity of Breckenridge's involvement, although Breckenridge is not expected to be a direct signatory to the Master Data License Agreement.

D. Counterparty's Outside Counsel

Kessler Pruitt & Ashe LLP — headquartered at 1180 Peachtree Street NE, Suite 3000, Atlanta, Georgia 30309; New York office located at 51 Madison Avenue, 22nd Floor, New York, New York 10010. Kessler Pruitt & Ashe LLP serves as Meridian's outside counsel for the proposed data-licensing transaction.

Key Individuals:

• Graham Whitley — Partner, Technology & Licensing (lead counsel for Meridian in the proposed transaction)

• Nina Chastain — Associate

• Derek Fontaine — Associate

E. Counterparty's Investment Bank

Whitmore Zanthor & Co. — 383 Madison Avenue, New York, New York 10179. Whitmore Zanthor has been retained by Meridian (and/or Breckenridge) to serve as financial advisor in connection with Meridian's potential 2025–2026 initial public offering. While Whitmore Zanthor is not a party to the proposed data-license transaction, its advisory role with respect to the anticipated Meridian IPO is relevant context given the influence of IPO-readiness considerations on Meridian's negotiating posture.

Key Individual:

• Rachel Ng-Castillo — Managing Director, Whitmore Zanthor & Co. (advising on the potential Meridian IPO)

IV. Conflicts Database Search Methodology

All entities and individuals listed in Section III above were run through the Firm's proprietary electronic conflicts-clearance system, known internally as "C&H ConflictsCheck." The C&H ConflictsCheck system is a centralized, enterprise-wide database that contains records of all current and historical client engagements, adversary identifications, party relationships, and related conflicts data maintained by the Firm.

The searches performed included the following parameters:

• Exact-name matches: Each entity name and individual name was searched as entered, including all known trade names, d/b/a names, former names, and abbreviations.

• Phonetic variants: The system's phonetic matching algorithm was engaged to identify potential matches for names that may be spelled differently but sound similar, thereby capturing potential hits that an exact-name search alone might miss.

• Affiliated entities: For each entity searched, the system cross-referenced known corporate affiliates, subsidiaries, parent companies, and related entities to identify any relationships that might give rise to a conflict.

• Reverse-party searches: Each entity was searched not only as a potential client but also as a potential adversary, counterparty, or interested third party in any matter in the Firm's records.

In addition to the automated database searches, a manual review of the Firm's matter management system was conducted to identify any historical or current engagements involving any of the searched parties. This manual review was undertaken to supplement the electronic search results and to verify the accuracy and completeness of the conflicts database entries.

All searches were conducted by the Firm's Conflicts Department under the supervision of the New General Matters Committee, in accordance with the Firm's established conflicts-clearance protocols. The Conflicts Department was provided with the complete list of entities and individuals set forth in Section III, together with all available identifying information (including, where applicable, federal Employer Identification Numbers, state entity file numbers, addresses, and corporate affiliation data) to facilitate accurate and comprehensive search results.

The scope of the searches covered: (i) all active matters currently open in the Firm's system; (ii) all closed matters within the past seven (7) years (i.e., matters closed on or after August 3, 2015); and (iii) lateral-hire portability records for all attorneys who have joined the Firm within the past seven years, to the extent such records contain information regarding prior client relationships or engagements that might be imputed to the Firm.

V. Results of Conflicts Search

Set forth below are the results of the conflicts search for each entity and category of individuals identified in Section III, together with the Firm's analysis and determination regarding any potential conflicts.

A. Quorum Insurance Holdings Corp.

Result: No current or prior Calderwood & Harkness engagements on behalf of Quorum Insurance Holdings Corp. or any of its known subsidiaries or affiliates were identified in the Firm's conflicts database. If the proposed engagement is approved and the engagement letter is executed, Quorum will be a new client of the Firm.

Note: No current or prior representations adverse to Quorum Insurance Holdings Corp. were identified. The Firm has not previously appeared as counsel in any litigation, transactional, regulatory, or advisory matter in which Quorum was an opposing party, counterparty, or adverse interest.

B. Meridian Credit intelligence, Inc.

Result: No current or prior Calderwood & Harkness engagements on behalf of Meridian Credit intelligence, Inc. were identified in the Firm's conflicts database. The Firm has not previously represented Meridian in any capacity — whether as transactional counsel, litigation counsel, regulatory counsel, or in any other advisory role.

Note: No current or prior Calderwood & Harkness engagements adverse to Meridian Credit intelligence, Inc. were identified. The Firm has no existing or historical relationship with Meridian that would create a current-client conflict under Rule 1.7 or a successive-client conflict under Rule 1.9 of the New York Rules of Professional Conduct. Accordingly, the Firm's proposed representation of Quorum in a transaction in which Meridian is the counterparty does not implicate any duties owed by the Firm to Meridian.

C. Breckenridge Capital Partners Fund IV, L.P. / Breckenridge Capital Management LLC

Result: The Firm's conflicts search identified a prior representation of Breckenridge Capital Management LLC in an unrelated matter. Specifically, the Firm represented Breckenridge Capital Management LLC in connection with C&H Matter No. 1025-00008, which involved a discrete regulatory filing matter before the Securities and Exchange Commission. That matter was opened in September 2019 and was closed in February 2020.

Analysis: The prior representation of Breckenridge Capital Management LLC in Matter No. 1025-00008 involved a limited-scope SEC regulatory filing engagement with no substantive connection to Meridian Credit intelligence, Inc., credit-data licensing, insurance-sector data analytics, or any other subject matter implicated in the proposed Quorum/Meridian data-licensing engagement. The prior matter was concluded more than two years prior to the initiation of this conflicts check, and no ongoing obligations or active matters connect the Firm to Breckenridge. No confidential information obtained by the Firm in the course of the prior Breckenridge engagement is relevant to, or could reasonably be expected to bear upon, the proposed representation of Quorum in the data-licensing negotiation with Meridian.

Determination: No conflict. The prior representation of Breckenridge Capital Management LLC in the unrelated and closed SEC regulatory filing matter does not give rise to a current-client conflict under New York Rules of Professional Conduct Rule 1.7, because Breckenridge is no longer a current client of the Firm. Nor does the prior representation create a successive-client conflict under Rule 1.9, because:

(i) The prior Breckenridge matter and the proposed Quorum/Meridian data-licensing engagement are not "substantially related" within the meaning of Rule 1.9(a) — the subject matters, legal issues, factual circumstances, and industries involved are entirely distinct;

(ii) No confidential information obtained by the Firm during its prior representation of Breckenridge Capital Management LLC is material to or relevant to the proposed engagement, and the Firm possesses no information from the prior Breckenridge matter that could be used to the disadvantage of Breckenridge in the current context; and

(iii) The Firm would not, in the proposed engagement, be representing a client whose interests are materially adverse to Breckenridge in its capacity as a former client. The proposed engagement involves the representation of Quorum (as licensee) in a transaction with Meridian (as licensor). Breckenridge, while it is the majority equity holder of Meridian, is not a direct party to the Master Data License Agreement and is not the counterparty against whom the Firm would be negotiating. Any adversity between the interests of Quorum and the interests of Breckenridge in this context is indirect and attenuated.

Precautionary Step Recommended: Although not strictly required under the applicable rules, the Firm recommends, as a matter of professional courtesy and client relations best practices, that Breckenridge Capital Management LLC be notified of the proposed engagement. A brief courtesy notification to Elaine Drummond (Managing Partner) would serve to maintain goodwill and transparency with a former client and would eliminate any risk that Breckenridge might later perceive a lack of candor on the part of the Firm. The notification should be factual and limited in scope, disclosing only that the Firm has been engaged to represent a party in a commercial transaction involving Meridian, without disclosing confidential details of the engagement or the negotiating strategy.

D. Kessler Pruitt & Ashe LLP

Result: No conflicts identified. The Firm's conflicts database returned no results indicating any current or prior engagement involving Kessler Pruitt & Ashe LLP as a client of C&H, as an adversary to an C&H client, or in any other capacity that would give rise to a conflict or appearance of impropriety. The Firm has no existing or historical relationship with Kessler Pruitt & Ashe LLP that would impede the Firm's ability to represent Quorum in a transaction in which Kessler Pruitt & Ashe LLP serves as opposing counsel.

E. Whitmore Zanthor & Co.

Result: No current engagements on behalf of Whitmore Zanthor & Co. were identified. The Firm's conflicts search did identify one prior matter involving Whitmore Zanthor & Co.: C&H Matter No. 1025-00008, in which Whitmore Zanthor served as a co-bookrunner on a securities offering for which C&H served as counsel to the issuer (a different corporate entity unrelated to either Quorum or Meridian). In that matter, Whitmore Zanthor was one of several underwriters participating in the offering syndicate.

Analysis: The prior matter (C&H Matter No. 1025-00008) involved no attorney-client relationship between C&H and Whitmore Zanthor. C&H represented the issuer in that transaction, and Whitmore Zanthor participated in its capacity as a co-bookrunner — a role in which it was a counterparty to C&H's client, not a client of C&H. No confidential information of Whitmore Zanthor was shared with or obtained by the Firm in the course of that engagement. Furthermore, Whitmore Zanthor is not a party to the proposed Quorum/Meridian data-license transaction; its involvement is limited to an advisory role with respect to a potential future Meridian IPO.

Determination: No conflict. The prior co-underwriter matter does not create any conflict under Rules 1.7 or 1.9, and Whitmore Zanthor's role as an investment banking advisor to Meridian in connection with a potential future IPO does not create any adversity between the Firm and Whitmore Zanthor in the context of the proposed data-licensing engagement.

F. Standish National Bank, N.A.

Result: The Firm's conflicts search identified that Calderwood & Harkness has active engagements in which Standish National Bank, N.A. participates as a lender in syndicated credit facilities for other C&H clients. Specific matter numbers for those engagements are withheld from this memorandum to preserve the confidentiality of those client relationships, but the relevant matter records have been reviewed by the Conflicts Department.

Analysis: In the proposed Quorum/Meridian engagement, the Firm would not be representing a party adverse to Standish National Bank, N.A. To the contrary, Standish is Quorum's existing lender under its revolving credit facility, and Quorum's interests and Standish's interests are fundamentally aligned in the relevant context. Specifically, the Firm may be called upon to assist Quorum in seeking lender consent from Standish under Section 7.12(b) of Quorum's credit agreement — a cooperative process in which Quorum (the borrower) requests Standish's approval for the data-license transaction. The consent process is not adversarial in nature; rather, it involves Quorum demonstrating compliance with the applicable covenant and obtaining Standish's acknowledgment and agreement. The Firm's work in this regard would be undertaken on behalf of Quorum, and no aspect of the proposed engagement would require the Firm to act against Standish's interests.

The Firm's other active engagements involving Standish as a syndicate lender are entirely unrelated to the proposed Quorum/Meridian transaction and do not involve any matters that are substantially related to, or that could be influenced by, the data-licensing engagement. No confidential information of Standish obtained through any other C&H engagement is relevant to the proposed representation.

Determination: No conflict. The Firm's representations of other clients in matters where Standish participates as a syndicate lender are unrelated to the proposed engagement and non-adverse. The Firm's potential role in facilitating Quorum's request for lender consent from Standish does not create a conflict because the Firm would not be acting adversely to Standish in that process.

G. Pinnacle Ridge Advisory LLC

Result: No conflicts identified. The Firm's conflicts database returned no results indicating any current or prior engagement involving Pinnacle Ridge Advisory LLC in any capacity. The Firm has no existing or historical relationship with Pinnacle Ridge Advisory LLC or with Franklin Osei.

H. Caldwell & Strauss LLP

Result: No conflicts identified. The Firm's conflicts database returned no results indicating any current or prior engagement adverse to or on behalf of Caldwell & Strauss LLP. The Firm has no existing or historical adversarial or client relationship with Caldwell & Strauss LLP or with Angela Firth.

It is noted that Caldwell & Strauss LLP serves as Quorum's regular outside intellectual property counsel and will provide background coordination on the proposed data-licensing matter, drawing upon its institutional knowledge of Quorum's IP portfolio and licensing history. Caldwell & Strauss will not be billing on the C&H engagement, and the firms' roles are complementary rather than duplicative. No issues arising from the involvement of Caldwell & Strauss in a coordination capacity have been identified.

I. Felton Thorpe & Co. LLP / Galloway Nash LLP (External Auditors)

Result: No conflicts identified for either Felton Thorpe & Co. LLP (Quorum's external auditor) or Galloway Nash LLP (Meridian's external auditor). Neither auditing firm is a party to the proposed data-license transaction, and the Firm has no current or prior engagements involving either firm as a client, adversary, or interested party. The searches of these firms were conducted as a precautionary measure given their roles as auditors to the respective parties and the potential for interactions during the transaction.

J. Individual Searches

Result: Searches of all named individuals identified in Section III of this memorandum — encompassing key executives, officers, board members, and advisors of Quorum, Meridian, Breckenridge Capital Partners, Kessler Pruitt & Ashe LLP, and Whitmore Zanthor & Co. — returned no conflicts. No Calderwood & Harkness attorney, partner, counsel, or professional staff member on the proposed engagement team, or elsewhere within the Firm, has a personal, financial, familial, or other relationship with any of the identified individuals that would create a conflict of interest or an appearance of impropriety under the New York Rules of Professional Conduct or the Firm's internal ethics policies.

Each member of the proposed engagement team has been individually queried regarding personal relationships with the identified individuals, and each has confirmed that no such relationships exist.

VI. Ethical Screens and Information Barriers

Based on the results of the conflicts check documented in this memorandum, no ethical screens or information barriers are required in connection with the proposed representation of Quorum Insurance Holdings Corp. in the data-licensing engagement with Meridian Credit intelligence, Inc.

With respect to the prior representation of Breckenridge Capital Management LLC (C&H Matter No. 1025-00008), the Conflicts Department has confirmed that no C&H attorney or professional currently assigned to the proposed Quorum/Meridian engagement team had any involvement in the prior Breckenridge matter. Specifically, none of the following attorneys — Leonard Cross, Nathaniel Bower, Wendy Schultz, Omar Siddiqui, Patricia Heng, David Cartwright, Lisa Johannsen, or Marcus Weill — participated in, supervised, or had access to the confidential work product or client files relating to Matter No. 1025-00008. Accordingly, no ethical screen or information barrier is necessary to prevent the flow of confidential information from the prior Breckenridge engagement to the proposed Quorum engagement.

Standard data-access protections within the Firm's document management system ("C&H DMS") will apply to the proposed engagement. As with all Firm matters, access to the electronic files for C&H Matter No. 1025-00008 will be restricted to authorized members of the engagement team and to Firm personnel with appropriate administrative access. These standard protections are sufficient to safeguard the confidentiality of client information in the ordinary course and do not constitute an ethical screen or information barrier within the meaning of Rule 1.10(e) of the New York Rules of Professional Conduct.

VII. Conclusion and Clearance

Conclusion: Based on the comprehensive conflicts review documented in this memorandum — encompassing electronic database searches, manual matter-management system reviews, individual-relationship inquiries, and analysis under the New York Rules of Professional Conduct — no conflicts of interest exist that would preclude Calderwood & Harkness LLP from representing Quorum Insurance Holdings Corp. in the negotiation and documentation of the enterprise data-licensing arrangement with Meridian Credit intelligence, Inc. and its related entities.

The one prior representation identified in the conflicts search — the Firm's representation of Breckenridge Capital Management LLC in the closed SEC regulatory filing matter (C&H Matter No. 1025-00008) — does not create a current-client conflict under Rule 1.7 or a successive-client conflict under Rule 1.9 of the New York Rules of Professional Conduct, for the reasons set forth in Section V.C above. A courtesy notification to Breckenridge Capital Management LLC regarding the proposed engagement is recommended as a matter of professional courtesy and best practice, but such notification is not legally or ethically required.

Clearance Granted. The Firm is cleared to proceed with the execution of the engagement letter with Quorum Insurance Holdings Corp. and the formal opening of C&H Matter No. 1025-00008. The Responsible Partner and Billing Partner are authorized to finalize the engagement terms, execute the engagement letter, and commence substantive work on the matter.

All members of the engagement team should remain alert during the course of the representation to any new relationships, developments, or circumstances that might give rise to a conflict of interest or an appearance of impropriety. In particular, team members should monitor for: (i) any new C&H engagements involving Meridian, Breckenridge Capital Partners, or their affiliates; (ii) any changes in the corporate structure or ownership of Quorum or Meridian that might affect the conflicts analysis; and (iii) any personal or financial relationships with individuals involved in the transaction that may develop during the engagement. Any such developments should be promptly reported to the Conflicts Department and to the Responsible Partner.

VIII. Approvals

Prepared by:

________________________________________

Wendy Schultz Associate, intellectual Property Practice Group Calderwood & Harkness LLP

Date: August 5, 2022

Reviewed by:

________________________________________

Janet Morales Coordinator, Conflicts Department Calderwood & Harkness LLP

Date: August 5, 2022

Approved by:

________________________________________

Leonard Cross Responsible Partner Calderwood & Harkness LLP

Date: August 5, 2022

Approved by:

________________________________________

Nathaniel Bower Billing Partner Calderwood & Harkness LLP

Date: August 5, 2022

Date of Clearance: August 5, 2022

Distribution and Filing Note

This memorandum is to be filed in the Firm's conflicts records maintained by the Conflicts Department and in the official matter file for C&H Matter No. 1025-00008. The memorandum shall be retained in accordance with the Firm's document retention policies applicable to conflicts-clearance records.

Copies of this memorandum shall be retained by:

• Conflicts Department (official file copy)

• Leonard Cross, Responsible Partner

• Nathaniel Bower, Billing Partner

• Wendy Schultz, Lead Associate

PRIVILEGED AND CONFIDENTIAL — NOT FOR DISTRIBUTION OUTSIDE THE FIRM

This memorandum is protected by the attorney-client privilege and the work-product doctrine. It is intended solely for internal use by Calderwood & Harkness LLP in connection with the Firm's conflicts-clearance procedures and ethical obligations. This memorandum shall not be disclosed, distributed, or made available to any person or entity outside the Firm without the prior written approval of the Office of the General Counsel of Calderwood & Harkness LLP.

Name	Role	Practice Group
Leonard Cross	Responsible Partner	Tax Practice Group
Nathaniel Bower	Billing Partner	Bankruptcy & Restructuring Practice Group
Wendy Schultz	Lead Associate	Intellectual Property
Omar Siddiqui	Working Associate	Intellectual Property
Patricia Heng	Senior Counsel	Technology Transactions
David Cartwright	Partner	Data Privacy & Cybersecurity
Lisa Johannsen	Associate	Data Privacy & Cybersecurity
Marcus Weill	Associate	Corporate/Commercial

PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT — FOR INTERNAL USE ONLY
CALDERWOOD & HARKNESS LLP
CONFLICTS CHECK MEMORANDUM
TO: Leonard Cross, Partner (Responsible Partner) Nathaniel Bower, Partner (Billing Partner)
FROM: Wendy Schultz, Associate, intellectual Property Practice Group Office of the General Counsel, Calderwood & Harkness LLP
DATE: August 5, 2022
RE: Conflicts Clearance — Proposed Representation of Quorum Insurance Holdings Corp. in Data-Licensing Negotiations with Meridian Credit intelligence, Inc. and Related Entities
MATTER NO.: C&H Matter No. 1025-00008 (Proposed)
I. Purpose
This memorandum documents the results of the conflicts check conducted in connection with the proposed engagement of Calderwood & Harkness LLP ("C&H" or the "Firm") by Quorum Insurance Holdings Corp. ("Quorum" or "QIH") to negotiate and document an enterprise data-licensing arrangement with Meridian Credit intelligence, Inc. ("Meridian" or "MCI"). The scope of the proposed engagement encompasses the negotiation and preparation of a Master Data License Agreement and all ancillary agreements, schedules, exhibits, and related documentation necessary to effectuate the contemplated transaction.
The conflicts check was initiated on August 3, 2022, upon receipt of the preliminary engagement request from QIH's Office of the General Counsel, and was completed on August 5, 2022. During this period, all entities, affiliates, key individuals, and related third parties identified through the client intake process, publicly available filings, and preliminary discussions with the prospective client were run through the Firm's conflicts-clearance system and subjected to manual review, as described in further detail in Section IV below.
This memorandum is prepared in advance of the execution of the engagement letter between C&H and Quorum, which is currently scheduled for August 8, 2022. The purpose of this memorandum is to confirm that no conflicts of interest exist that would preclude the Firm from undertaking the proposed representation, or alternatively, to identify any potential conflicts and recommend appropriate measures for their resolution.
The review documented herein was conducted in accordance with the Firm's internal conflicts-clearance procedures, including the protocols established by the New General Matters Committee, and in compliance with the applicable provisions of the New York Rules of Professional Conduct, particularly Rules 1.7 (Conflict of Interest: Current Clients), 1.8 (Current Clients: Specific Conflict of Interest Rules), 1.9 (Duties to Former Clients), 1.10 (Imputation of Conflicts of Interest), and 1.18 (Duties to Prospective Clients).
II. Proposed Engagement Summary
The following summarizes the key parameters of the proposed engagement, as communicated through the client intake form submitted on August 2, 2022, and supplemented by a preliminary telephone conference between Wendy Schultz and Gregory Stahl (VP, Legal Affairs, Quorum) on August 3, 2022.
Client: Quorum Insurance Holdings Corp., a corporation duly organized and existing under the laws of the State of Delaware, publicly traded on the Nasdaq Stock Market under the ticker symbol "QIHC." Quorum is headquartered at 1200 Atlantic Street, Suite 3400, Stamford, Connecticut 06901. Its federal Employer Identification Number is 83-2147605, and its Delaware Secretary of State Entity File Number is 7234819. Quorum is a specialty insurance holding company that underwrites commercial property and casualty insurance, professional liability, and excess-and-surplus lines products through its regulated insurance subsidiaries.
Nature of Engagement: The Firm has been asked to serve as lead outside counsel to Quorum in the negotiation, drafting, and documentation of a five-year enterprise data-licensing arrangement pursuant to which Quorum, as licensee, would obtain a license to access, use, and integrate certain proprietary credit intelligence datasets, scoring algorithms, and related analytics products owned or controlled by Meridian, as licensor. The contemplated transaction is expected to be documented through a Master Data License Agreement, together with such ancillary agreements and instruments as may be necessary, including data security addenda, service level agreements, data processing agreements, and related schedules. The aggregate deal value over the five-year term is approximately Sixty Million Dollars ($60,000,000), inclusive of annual license fees, implementation costs, and premium data-tier access charges.
Governing Law: The parties have tentatively agreed that the Master Data License Agreement and related documents will be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts-of-law principles.
Proposed Engagement Team:
Primary Client Contacts:
•  Carolyn Whitford, General Counsel & Executive Vice President, Quorum Insurance Holdings Corp.
•  Gregory Stahl, Vice President, Legal Affairs, Quorum Insurance Holdings Corp.
III. Parties and Related Entities Searched
Set forth below is the comprehensive list of entities and individuals that were identified through the client intake process, public filings, and preliminary due diligence, and that were run through the Firm's conflicts-clearance system. The searches encompassed all parties to the proposed transaction, their known affiliates and subsidiaries, key individuals, advisors, and other third parties whose involvement in the transaction or relationship to the parties could give rise to a conflict of interest or an appearance of impropriety.
A. Client Side — Quorum Insurance Holdings Corp. and Affiliates
The following entities and individuals on the client side were included in the conflicts search:
Quorum Insurance Holdings Corp. — Delaware corporation; Nasdaq: QIHC; principal offices at 1200 Atlantic Street, Suite 3400, Stamford, CT 06901.
Quorum Subsidiaries and Affiliates — All known subsidiaries and affiliated entities of Quorum Insurance Holdings Corp. were identified through a review of Quorum's most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (for the fiscal year ended December 31, 2021), its most recent Quarterly Report on Form 10-Q (for the quarter ended June 30, 2022), and the client intake form submitted by Quorum's Office of the General Counsel. The subsidiary list was cross-referenced against the Delaware Division of Corporations database and other state corporate registries as applicable. Each identified subsidiary and affiliate was individually searched in the Firm's conflicts system.
Key Individuals:
•  Margaret "Meg" Tierney — Chief Executive Officer
•  Carolyn Whitford — General Counsel & Executive Vice President
•  Rajesh Anand — Chief Data Officer
•  Diane Lowell — Senior Vice President, Underwriting Analytics
•  Thomas Ng — Vice President, Enterprise Procurement
•  Gregory Stahl — Vice President, Legal Affairs
•  Priya Nair — Director, Data Engineering
•  Claudia Reeves — Vice President, Regulatory & Compliance
•  Harrison Kimble — Board Chair
Quorum's Registered Agent: National Registered Agents of Delaware, Inc. ("NRAD"), 1209 Orange Street, Wilmington, Delaware 19801.
Quorum's External Auditor: Felton Thorpe & Co. LLP, 185 Asylum Street, Hartford, Connecticut 06103. Felton Thorpe serves as Quorum's independent registered public accounting firm and is identified here due to the potential for interactions during the transaction process, including with respect to the accounting treatment of the data-license arrangement.
Quorum's Regular Outside IP Counsel: Caldwell & Strauss LLP, 100 Pearl Street, Hartford, Connecticut 06103 (Partner: Angela Firth). Caldwell & Strauss serves as Quorum's regular outside intellectual property counsel and has been engaged to provide a background coordination role in connection with the proposed data-licensing transaction. Caldwell & Strauss will not be billing on this matter; its involvement is limited to providing institutional knowledge regarding Quorum's existing IP portfolio and data-licensing positions. The Firm anticipates periodic communication with Angela Firth and her team during the course of the engagement.
Quorum's Primary Lender: Standish National Bank, N.A., 280 Congress Street, Boston, Massachusetts 02210 (Relationship Manager: Philip Yardley). Standish serves as administrative agent and lead lender under Quorum's revolving credit facility. Standish's inclusion in the conflicts search is of particular relevance because Section 7.12(b) of Quorum's existing credit agreement with Standish contains a negative covenant requiring lender consent for intellectual property licenses entered into by Quorum or its subsidiaries that exceed Twenty-Five Million Dollars ($25,000,000) in aggregate value over the term of such license. Because the proposed data-licensing arrangement with Meridian has an aggregate deal value of approximately Sixty Million Dollars ($60,000,000), a lender consent from Standish will likely be required as a condition to closing the transaction. The Firm may be asked to assist Quorum in obtaining such consent.
Quorum's Data Consulting Firm: Pinnacle Ridge Advisory LLC, 200 Clarendon Street, Suite 4400, Boston, Massachusetts 02116 (Managing Director: Franklin Osei). Pinnacle Ridge has been engaged by Quorum to provide strategic advisory services in connection with Quorum's enterprise data strategy, including preliminary analysis of the datasets and analytics products offered by Meridian. Pinnacle Ridge may serve as a technical advisor to Quorum during the negotiation process.
B. Counterparty Side — Meridian Credit intelligence, Inc. and Affiliates
The following entities and individuals on the counterparty side were included in the conflicts search:
Meridian Credit intelligence, Inc. — Georgia corporation; principal offices at 3300 Peachtree Road NE, Suite 2100, Atlanta, Georgia 30326; federal Employer Identification Number: 58-3891274; Georgia Secretary of State Control Number: 22049371. Meridian is a data analytics company that aggregates, processes, and licenses proprietary credit intelligence data, risk-scoring models, and related analytical products to enterprise clients in the financial services and insurance sectors.
Key Individuals:
•  Vincent "Vince" Halstead — Chief Executive Officer
•  Sandra Ellison — President & Chief Operating Officer
•  Arthur Pennington — General Counsel
•  Keith Marlow — Senior Vice President, Data Licensing & Partnerships
•  Lena Vasquez — Chief Privacy Officer
•  Jordan Prescott — Vice President, Enterprise Sales
•  Ben Overstreet — Vice President, Legal Affairs
Meridian's Registered Agent: Peach State Corporate Services LLC ("PSCS"), 315 W. Ponce de Leon Avenue, Decatur, Georgia 30030.
Meridian's External Auditor: Galloway Nash LLP, 191 Peachtree Street NE, Suite 4000, Atlanta, Georgia 30303.
C. Meridian's Majority Owner — Breckenridge Capital Partners
The following entities and individuals associated with Meridian's majority equity holder were included in the conflicts search:
Breckenridge Capital Partners Fund IV, L.P. — Delaware limited partnership. Breckenridge Capital Partners Fund IV, L.P. holds approximately 62.5% of the outstanding equity interests in Meridian Credit intelligence, Inc. and is, accordingly, Meridian's controlling shareholder. Breckenridge's majority ownership position is relevant to the proposed engagement because Breckenridge exercises significant influence over Meridian's strategic and transactional decision-making, including with respect to the terms of enterprise data-licensing arrangements such as the one contemplated here.
Breckenridge Capital Management LLC — Delaware limited liability company; serves as the general partner of Breckenridge Capital Partners Fund IV, L.P. Breckenridge Capital Management LLC maintains its principal offices at 600 Lexington Avenue, 28th Floor, New York, New York 10022.
Key Individuals:
•  Elaine Drummond — Managing Partner, Breckenridge Capital Management LLC
•  Caleb Rourke — Partner, Breckenridge Capital Management LLC (Partner overseeing the Meridian investment)
It is noted that Breckenridge, through its representatives on Meridian's board of directors, has been advising Meridian's management team to resist inclusion of most favored nation ("MFN") clauses and broad derived-data rights in enterprise data-license agreements. This strategic posture is understood to be motivated by Breckenridge's interest in preserving and maximizing the value of Meridian's data assets in anticipation of a planned initial public offering of Meridian's common stock, currently targeted for the 2025–2026 time frame. This context is relevant to understanding the likely dynamics of the negotiation and the sensitivity of Breckenridge's involvement, although Breckenridge is not expected to be a direct signatory to the Master Data License Agreement.
D. Counterparty's Outside Counsel
Kessler Pruitt & Ashe LLP — headquartered at 1180 Peachtree Street NE, Suite 3000, Atlanta, Georgia 30309; New York office located at 51 Madison Avenue, 22nd Floor, New York, New York 10010. Kessler Pruitt & Ashe LLP serves as Meridian's outside counsel for the proposed data-licensing transaction.
Key Individuals:
•  Graham Whitley — Partner, Technology & Licensing (lead counsel for Meridian in the proposed transaction)
•  Nina Chastain — Associate
•  Derek Fontaine — Associate
E. Counterparty's Investment Bank
Whitmore Zanthor & Co. — 383 Madison Avenue, New York, New York 10179. Whitmore Zanthor has been retained by Meridian (and/or Breckenridge) to serve as financial advisor in connection with Meridian's potential 2025–2026 initial public offering. While Whitmore Zanthor is not a party to the proposed data-license transaction, its advisory role with respect to the anticipated Meridian IPO is relevant context given the influence of IPO-readiness considerations on Meridian's negotiating posture.
Key Individual:
•  Rachel Ng-Castillo — Managing Director, Whitmore Zanthor & Co. (advising on the potential Meridian IPO)
IV. Conflicts Database Search Methodology
All entities and individuals listed in Section III above were run through the Firm's proprietary electronic conflicts-clearance system, known internally as "C&H ConflictsCheck." The C&H ConflictsCheck system is a centralized, enterprise-wide database that contains records of all current and historical client engagements, adversary identifications, party relationships, and related conflicts data maintained by the Firm.
The searches performed included the following parameters:
•  Exact-name matches: Each entity name and individual name was searched as entered, including all known trade names, d/b/a names, former names, and abbreviations.
•  Phonetic variants: The system's phonetic matching algorithm was engaged to identify potential matches for names that may be spelled differently but sound similar, thereby capturing potential hits that an exact-name search alone might miss.
•  Affiliated entities: For each entity searched, the system cross-referenced known corporate affiliates, subsidiaries, parent companies, and related entities to identify any relationships that might give rise to a conflict.
•  Reverse-party searches: Each entity was searched not only as a potential client but also as a potential adversary, counterparty, or interested third party in any matter in the Firm's records.
In addition to the automated database searches, a manual review of the Firm's matter management system was conducted to identify any historical or current engagements involving any of the searched parties. This manual review was undertaken to supplement the electronic search results and to verify the accuracy and completeness of the conflicts database entries.
All searches were conducted by the Firm's Conflicts Department under the supervision of the New General Matters Committee, in accordance with the Firm's established conflicts-clearance protocols. The Conflicts Department was provided with the complete list of entities and individuals set forth in Section III, together with all available identifying information (including, where applicable, federal Employer Identification Numbers, state entity file numbers, addresses, and corporate affiliation data) to facilitate accurate and comprehensive search results.
The scope of the searches covered: (i) all active matters currently open in the Firm's system; (ii) all closed matters within the past seven (7) years (i.e., matters closed on or after August 3, 2015); and (iii) lateral-hire portability records for all attorneys who have joined the Firm within the past seven years, to the extent such records contain information regarding prior client relationships or engagements that might be imputed to the Firm.
V. Results of Conflicts Search
Set forth below are the results of the conflicts search for each entity and category of individuals identified in Section III, together with the Firm's analysis and determination regarding any potential conflicts.
A. Quorum Insurance Holdings Corp.
Result: No current or prior Calderwood & Harkness engagements on behalf of Quorum Insurance Holdings Corp. or any of its known subsidiaries or affiliates were identified in the Firm's conflicts database. If the proposed engagement is approved and the engagement letter is executed, Quorum will be a new client of the Firm.
Note: No current or prior representations adverse to Quorum Insurance Holdings Corp. were identified. The Firm has not previously appeared as counsel in any litigation, transactional, regulatory, or advisory matter in which Quorum was an opposing party, counterparty, or adverse interest.
B. Meridian Credit intelligence, Inc.
Result: No current or prior Calderwood & Harkness engagements on behalf of Meridian Credit intelligence, Inc. were identified in the Firm's conflicts database. The Firm has not previously represented Meridian in any capacity — whether as transactional counsel, litigation counsel, regulatory counsel, or in any other advisory role.
Note: No current or prior Calderwood & Harkness engagements adverse to Meridian Credit intelligence, Inc. were identified. The Firm has no existing or historical relationship with Meridian that would create a current-client conflict under Rule 1.7 or a successive-client conflict under Rule 1.9 of the New York Rules of Professional Conduct. Accordingly, the Firm's proposed representation of Quorum in a transaction in which Meridian is the counterparty does not implicate any duties owed by the Firm to Meridian.
C. Breckenridge Capital Partners Fund IV, L.P. / Breckenridge Capital Management LLC
Result: The Firm's conflicts search identified a prior representation of Breckenridge Capital Management LLC in an unrelated matter. Specifically, the Firm represented Breckenridge Capital Management LLC in connection with C&H Matter No. 1025-00008, which involved a discrete regulatory filing matter before the Securities and Exchange Commission. That matter was opened in September 2019 and was closed in February 2020.
Analysis: The prior representation of Breckenridge Capital Management LLC in Matter No. 1025-00008 involved a limited-scope SEC regulatory filing engagement with no substantive connection to Meridian Credit intelligence, Inc., credit-data licensing, insurance-sector data analytics, or any other subject matter implicated in the proposed Quorum/Meridian data-licensing engagement. The prior matter was concluded more than two years prior to the initiation of this conflicts check, and no ongoing obligations or active matters connect the Firm to Breckenridge. No confidential information obtained by the Firm in the course of the prior Breckenridge engagement is relevant to, or could reasonably be expected to bear upon, the proposed representation of Quorum in the data-licensing negotiation with Meridian.
Determination: No conflict. The prior representation of Breckenridge Capital Management LLC in the unrelated and closed SEC regulatory filing matter does not give rise to a current-client conflict under New York Rules of Professional Conduct Rule 1.7, because Breckenridge is no longer a current client of the Firm. Nor does the prior representation create a successive-client conflict under Rule 1.9, because:
(i) The prior Breckenridge matter and the proposed Quorum/Meridian data-licensing engagement are not "substantially related" within the meaning of Rule 1.9(a) — the subject matters, legal issues, factual circumstances, and industries involved are entirely distinct;
(ii) No confidential information obtained by the Firm during its prior representation of Breckenridge Capital Management LLC is material to or relevant to the proposed engagement, and the Firm possesses no information from the prior Breckenridge matter that could be used to the disadvantage of Breckenridge in the current context; and
(iii) The Firm would not, in the proposed engagement, be representing a client whose interests are materially adverse to Breckenridge in its capacity as a former client. The proposed engagement involves the representation of Quorum (as licensee) in a transaction with Meridian (as licensor). Breckenridge, while it is the majority equity holder of Meridian, is not a direct party to the Master Data License Agreement and is not the counterparty against whom the Firm would be negotiating. Any adversity between the interests of Quorum and the interests of Breckenridge in this context is indirect and attenuated.
Precautionary Step Recommended: Although not strictly required under the applicable rules, the Firm recommends, as a matter of professional courtesy and client relations best practices, that Breckenridge Capital Management LLC be notified of the proposed engagement. A brief courtesy notification to Elaine Drummond (Managing Partner) would serve to maintain goodwill and transparency with a former client and would eliminate any risk that Breckenridge might later perceive a lack of candor on the part of the Firm. The notification should be factual and limited in scope, disclosing only that the Firm has been engaged to represent a party in a commercial transaction involving Meridian, without disclosing confidential details of the engagement or the negotiating strategy.
D. Kessler Pruitt & Ashe LLP
Result: No conflicts identified. The Firm's conflicts database returned no results indicating any current or prior engagement involving Kessler Pruitt & Ashe LLP as a client of C&H, as an adversary to an C&H client, or in any other capacity that would give rise to a conflict or appearance of impropriety. The Firm has no existing or historical relationship with Kessler Pruitt & Ashe LLP that would impede the Firm's ability to represent Quorum in a transaction in which Kessler Pruitt & Ashe LLP serves as opposing counsel.
E. Whitmore Zanthor & Co.
Result: No current engagements on behalf of Whitmore Zanthor & Co. were identified. The Firm's conflicts search did identify one prior matter involving Whitmore Zanthor & Co.: C&H Matter No. 1025-00008, in which Whitmore Zanthor served as a co-bookrunner on a securities offering for which C&H served as counsel to the issuer (a different corporate entity unrelated to either Quorum or Meridian). In that matter, Whitmore Zanthor was one of several underwriters participating in the offering syndicate.
Analysis: The prior matter (C&H Matter No. 1025-00008) involved no attorney-client relationship between C&H and Whitmore Zanthor. C&H represented the issuer in that transaction, and Whitmore Zanthor participated in its capacity as a co-bookrunner — a role in which it was a counterparty to C&H's client, not a client of C&H. No confidential information of Whitmore Zanthor was shared with or obtained by the Firm in the course of that engagement. Furthermore, Whitmore Zanthor is not a party to the proposed Quorum/Meridian data-license transaction; its involvement is limited to an advisory role with respect to a potential future Meridian IPO.
Determination: No conflict. The prior co-underwriter matter does not create any conflict under Rules 1.7 or 1.9, and Whitmore Zanthor's role as an investment banking advisor to Meridian in connection with a potential future IPO does not create any adversity between the Firm and Whitmore Zanthor in the context of the proposed data-licensing engagement.
F. Standish National Bank, N.A.
Result: The Firm's conflicts search identified that Calderwood & Harkness has active engagements in which Standish National Bank, N.A. participates as a lender in syndicated credit facilities for other C&H clients. Specific matter numbers for those engagements are withheld from this memorandum to preserve the confidentiality of those client relationships, but the relevant matter records have been reviewed by the Conflicts Department.
Analysis: In the proposed Quorum/Meridian engagement, the Firm would not be representing a party adverse to Standish National Bank, N.A. To the contrary, Standish is Quorum's existing lender under its revolving credit facility, and Quorum's interests and Standish's interests are fundamentally aligned in the relevant context. Specifically, the Firm may be called upon to assist Quorum in seeking lender consent from Standish under Section 7.12(b) of Quorum's credit agreement — a cooperative process in which Quorum (the borrower) requests Standish's approval for the data-license transaction. The consent process is not adversarial in nature; rather, it involves Quorum demonstrating compliance with the applicable covenant and obtaining Standish's acknowledgment and agreement. The Firm's work in this regard would be undertaken on behalf of Quorum, and no aspect of the proposed engagement would require the Firm to act against Standish's interests.
The Firm's other active engagements involving Standish as a syndicate lender are entirely unrelated to the proposed Quorum/Meridian transaction and do not involve any matters that are substantially related to, or that could be influenced by, the data-licensing engagement. No confidential information of Standish obtained through any other C&H engagement is relevant to the proposed representation.
Determination: No conflict. The Firm's representations of other clients in matters where Standish participates as a syndicate lender are unrelated to the proposed engagement and non-adverse. The Firm's potential role in facilitating Quorum's request for lender consent from Standish does not create a conflict because the Firm would not be acting adversely to Standish in that process.
G. Pinnacle Ridge Advisory LLC
Result: No conflicts identified. The Firm's conflicts database returned no results indicating any current or prior engagement involving Pinnacle Ridge Advisory LLC in any capacity. The Firm has no existing or historical relationship with Pinnacle Ridge Advisory LLC or with Franklin Osei.
H. Caldwell & Strauss LLP
Result: No conflicts identified. The Firm's conflicts database returned no results indicating any current or prior engagement adverse to or on behalf of Caldwell & Strauss LLP. The Firm has no existing or historical adversarial or client relationship with Caldwell & Strauss LLP or with Angela Firth.
It is noted that Caldwell & Strauss LLP serves as Quorum's regular outside intellectual property counsel and will provide background coordination on the proposed data-licensing matter, drawing upon its institutional knowledge of Quorum's IP portfolio and licensing history. Caldwell & Strauss will not be billing on the C&H engagement, and the firms' roles are complementary rather than duplicative. No issues arising from the involvement of Caldwell & Strauss in a coordination capacity have been identified.
I. Felton Thorpe & Co. LLP / Galloway Nash LLP (External Auditors)
Result: No conflicts identified for either Felton Thorpe & Co. LLP (Quorum's external auditor) or Galloway Nash LLP (Meridian's external auditor). Neither auditing firm is a party to the proposed data-license transaction, and the Firm has no current or prior engagements involving either firm as a client, adversary, or interested party. The searches of these firms were conducted as a precautionary measure given their roles as auditors to the respective parties and the potential for interactions during the transaction.
J. Individual Searches
Result: Searches of all named individuals identified in Section III of this memorandum — encompassing key executives, officers, board members, and advisors of Quorum, Meridian, Breckenridge Capital Partners, Kessler Pruitt & Ashe LLP, and Whitmore Zanthor & Co. — returned no conflicts. No Calderwood & Harkness attorney, partner, counsel, or professional staff member on the proposed engagement team, or elsewhere within the Firm, has a personal, financial, familial, or other relationship with any of the identified individuals that would create a conflict of interest or an appearance of impropriety under the New York Rules of Professional Conduct or the Firm's internal ethics policies.
Each member of the proposed engagement team has been individually queried regarding personal relationships with the identified individuals, and each has confirmed that no such relationships exist.
VI. Ethical Screens and Information Barriers
Based on the results of the conflicts check documented in this memorandum, no ethical screens or information barriers are required in connection with the proposed representation of Quorum Insurance Holdings Corp. in the data-licensing engagement with Meridian Credit intelligence, Inc.
With respect to the prior representation of Breckenridge Capital Management LLC (C&H Matter No. 1025-00008), the Conflicts Department has confirmed that no C&H attorney or professional currently assigned to the proposed Quorum/Meridian engagement team had any involvement in the prior Breckenridge matter. Specifically, none of the following attorneys — Leonard Cross, Nathaniel Bower, Wendy Schultz, Omar Siddiqui, Patricia Heng, David Cartwright, Lisa Johannsen, or Marcus Weill — participated in, supervised, or had access to the confidential work product or client files relating to Matter No. 1025-00008. Accordingly, no ethical screen or information barrier is necessary to prevent the flow of confidential information from the prior Breckenridge engagement to the proposed Quorum engagement.
Standard data-access protections within the Firm's document management system ("C&H DMS") will apply to the proposed engagement. As with all Firm matters, access to the electronic files for C&H Matter No. 1025-00008 will be restricted to authorized members of the engagement team and to Firm personnel with appropriate administrative access. These standard protections are sufficient to safeguard the confidentiality of client information in the ordinary course and do not constitute an ethical screen or information barrier within the meaning of Rule 1.10(e) of the New York Rules of Professional Conduct.
VII. Conclusion and Clearance
Conclusion: Based on the comprehensive conflicts review documented in this memorandum — encompassing electronic database searches, manual matter-management system reviews, individual-relationship inquiries, and analysis under the New York Rules of Professional Conduct — no conflicts of interest exist that would preclude Calderwood & Harkness LLP from representing Quorum Insurance Holdings Corp. in the negotiation and documentation of the enterprise data-licensing arrangement with Meridian Credit intelligence, Inc. and its related entities.
The one prior representation identified in the conflicts search — the Firm's representation of Breckenridge Capital Management LLC in the closed SEC regulatory filing matter (C&H Matter No. 1025-00008) — does not create a current-client conflict under Rule 1.7 or a successive-client conflict under Rule 1.9 of the New York Rules of Professional Conduct, for the reasons set forth in Section V.C above. A courtesy notification to Breckenridge Capital Management LLC regarding the proposed engagement is recommended as a matter of professional courtesy and best practice, but such notification is not legally or ethically required.
Clearance Granted. The Firm is cleared to proceed with the execution of the engagement letter with Quorum Insurance Holdings Corp. and the formal opening of C&H Matter No. 1025-00008. The Responsible Partner and Billing Partner are authorized to finalize the engagement terms, execute the engagement letter, and commence substantive work on the matter.
All members of the engagement team should remain alert during the course of the representation to any new relationships, developments, or circumstances that might give rise to a conflict of interest or an appearance of impropriety. In particular, team members should monitor for: (i) any new C&H engagements involving Meridian, Breckenridge Capital Partners, or their affiliates; (ii) any changes in the corporate structure or ownership of Quorum or Meridian that might affect the conflicts analysis; and (iii) any personal or financial relationships with individuals involved in the transaction that may develop during the engagement. Any such developments should be promptly reported to the Conflicts Department and to the Responsible Partner.
VIII. Approvals
Prepared by:
________________________________________
Wendy Schultz Associate, intellectual Property Practice Group Calderwood & Harkness LLP
Date: August 5, 2022
Reviewed by:
________________________________________
Janet Morales Coordinator, Conflicts Department Calderwood & Harkness LLP
Date: August 5, 2022
Approved by:
________________________________________
Leonard Cross Responsible Partner Calderwood & Harkness LLP
Date: August 5, 2022
Approved by:
________________________________________
Nathaniel Bower Billing Partner Calderwood & Harkness LLP
Date: August 5, 2022
Date of Clearance: August 5, 2022
Distribution and Filing Note
This memorandum is to be filed in the Firm's conflicts records maintained by the Conflicts Department and in the official matter file for C&H Matter No. 1025-00008. The memorandum shall be retained in accordance with the Firm's document retention policies applicable to conflicts-clearance records.
Copies of this memorandum shall be retained by:
•  Conflicts Department (official file copy)
•  Leonard Cross, Responsible Partner
•  Nathaniel Bower, Billing Partner
•  Wendy Schultz, Lead Associate
PRIVILEGED AND CONFIDENTIAL — NOT FOR DISTRIBUTION OUTSIDE THE FIRM
This memorandum is protected by the attorney-client privilege and the work-product doctrine. It is intended solely for internal use by Calderwood & Harkness LLP in connection with the Firm's conflicts-clearance procedures and ethical obligations. This memorandum shall not be disclosed, distributed, or made available to any person or entity outside the Firm without the prior written approval of the Office of the General Counsel of Calderwood & Harkness LLP.
Name | Role | Practice Group
Leonard Cross | Responsible Partner | Tax Practice Group
Nathaniel Bower | Billing Partner | Bankruptcy & Restructuring Practice Group
Wendy Schultz | Lead Associate | Intellectual Property
Omar Siddiqui | Working Associate | Intellectual Property
Patricia Heng | Senior Counsel | Technology Transactions
David Cartwright | Partner | Data Privacy & Cybersecurity
Lisa Johannsen | Associate | Data Privacy & Cybersecurity
Marcus Weill | Associate | Corporate/Commercial

PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT — FOR INTERNAL USE ONLY

CALDERWOOD & HARKNESS LLP

CONFLICTS CHECK MEMORANDUM

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