1025-00008 · Quorum Insurance Holdings · Engagement & Administration

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PRIVILEGED & CONFIDENTIAL

CALDERWOOD & HARKNESS LLP Attorneys at Law

425 Park Avenue New York, NY 10022 Tel: (212) 558-4000

Fax: (212) 558-3588

www.calderwoodharkness.com

August 8, 2022

Carolyn Whitford, Esq. General Counsel & Executive Vice President Quorum Insurance Holdings Corp. 1200 Atlantic Street, Suite 3400 Stamford, CT 06901

Re: Engagement of Calderwood & Harkness LLP — Data-Licensing Transaction with Meridian Credit intelligence, Inc. C&H Matter No. 1025-00008

Dear Ms. Whitford:

We are writing to confirm the terms and conditions upon which Calderwood & Harkness LLP (the "Firm," "we," or "us") will represent Quorum Insurance Holdings Corp. ("Quorum," the "Company," or the "Client") in connection with the matter described below. This engagement letter (this "Letter") sets forth the mutual understanding between the Firm and the Client concerning the scope of the engagement, the professionals who will be principally responsible for the matter, the basis on which fees and expenses will be calculated, and certain other matters relating to our representation. We ask that you review this Letter carefully and, if the terms are acceptable, countersign and return a copy to us as described below.

1. Engagement and Scope of Representation

Calderwood & Harkness LLP is pleased to confirm its engagement by Quorum Insurance Holdings Corp., a corporation organized and existing under the laws of the State of Delaware and publicly traded on the Nasdaq Stock Market under the ticker symbol "QIHC," to serve as outside counsel in connection with the negotiation, documentation, and closing of a proposed five-year enterprise data-licensing arrangement (the "Transaction") with Meridian Credit intelligence, Inc. ("Meridian"), a Georgia corporation headquartered at 3300 Peachtree Road NE, Suite 2100, Atlanta, GA 30326.

As we understand it, the Transaction contemplates that Quorum will enter into a Master Data License Agreement (the "MDLA") and ancillary documentation pursuant to which Meridian will license to Quorum certain consumer credit-file data, commercial credit data, and alternative-data feeds (including, but not limited to, trended credit data, real-time inquiry alerts, and non-traditional financial-behavior data sets) for use in Quorum's underwriting, pricing, claims analytics, and related insurance operations. Based on discussions to date between the parties and their respective advisors, the aggregate deal value of the Transaction is approximately Sixty Million Dollars ($60,000,000) over a five-year initial term, subject to negotiation of pricing, volume tiers, and renewal economics.

Our representation of the Client in connection with the Transaction will encompass the following matters (collectively, the "Scope of Representation"):

(a) Master Data License Agreement. Negotiation, drafting, and finalization of the MDLA and all related schedules, exhibits, and ancillary agreements, including without limitation (i) a Data Security Addendum setting forth Meridian's and Quorum's respective obligations with respect to technical and organizational safeguards for licensed data, (ii) a Data Processing Agreement addressing the processing of personal information and personally identifiable information under applicable privacy laws, (iii) a Service Level Agreement specifying availability, latency, throughput, and remediation commitments, (iv) technical schedules describing data feeds, file formats, API specifications, delivery cadence, and data-quality standards, and (v) an FCRA Permissible Purpose Certification and related compliance documentation.

(b) intellectual Property and Derived-Data Rights. Advising the Client on intellectual property ownership, licensing structures, and the allocation of rights in derived data, models, scores, and analytics generated by Quorum using Meridian's licensed data, including restrictions on sublicensing, commingling, and reidentification.

(c) Most Favored Nation and Pricing Provisions. Advising on the negotiation of most favored nation ("MFN") pricing provisions, volume-based pricing tiers, annual escalators, benchmark-reset mechanisms, and other commercial terms material to the economic structure of the Transaction.

(d) Regulatory Compliance. Advising on data privacy and cybersecurity regulatory compliance matters arising in connection with the Transaction, including compliance with the Fair Credit Reporting Act ("FCRA," 15 U.S.C. § 1681 et seq.) and Regulation V (12 C.F.R. Part 1022), the Gramm-Leach-Bliley Act ("GLBA," 15 U.S.C. §§ 6801–6809) and its implementing regulations, the California Consumer Privacy Act and the 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 other applicable state insurance data-security statutes and regulations.

(e) Lender Consent. Preparation and negotiation of such lender consent or waiver as may be required from Standish National Bank, N.A. (the "Administrative Agent") under Section 7.12(b) (Restrictions on Data-Sharing Arrangements) of the Amended and Restated Credit Agreement, dated as of June 15, 2021, by and among Quorum Insurance Holdings Corp., as Borrower, certain subsidiaries of Quorum party thereto, as Guarantors, the lenders from time to time party thereto, and Standish National Bank, N.A., as Administrative Agent (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement").

(f) Corporate Authorizations and Closing Deliverables. Preparation of corporate authorizations, including board resolutions of the Board of Directors of Quorum, officer's certificates, secretary's certificates, incumbency certificates, and such other closing deliverables as may be required to consummate the Transaction.

(g) Coordination with Client's IP Counsel. Coordination with the Client's regular outside intellectual property counsel, Caldwell & Strauss LLP, 100 Constitution Plaza, Hartford, CT 06103 (Angela Firth, Partner), on intellectual property diligence, patent and trade-secret matters, and other issues within the expertise of that firm, as directed by the Client.

(h) Negotiation with Meridian's Counsel. Correspondence and negotiation with Meridian's outside counsel, Kessler Pruitt & Ashe LLP, 191 Peachtree Street NE, Suite 3600, Atlanta, GA 30303 (Graham Whitley, Partner), and with Meridian's internal legal team, as appropriate.

Matters Outside Scope. The Scope of Representation does not include, and we have not been engaged to provide advice with respect to, the following: (i) any litigation, arbitration, or dispute resolution proceedings, whether pending or threatened; (ii) any regulatory investigation, enforcement action, examination, or inquiry by any governmental authority; (iii) tax advice (other than incidental tax considerations that may arise in the course of structuring the Transaction); (iv) the preparation, review, or filing of any reports or documents with the U.S. Securities and Exchange Commission or any other securities regulatory authority, including Current Reports on Form 8-K, Quarterly Reports on Form 10-Q, or Annual Reports on Form 10-K; or (v) any other matters unrelated to the Transaction. Should the Client wish to engage us for any such additional matters, we would be pleased to discuss the scope, staffing, and terms of any supplemental engagement at that time.

2. Engagement Team and Staffing

The following professionals will be principally responsible for the Firm's work on this matter:

Responsible Partner: Leonard Cross, Partner, Tax Practice Group. Mr. Cross will have overall supervisory responsibility for the engagement and will serve as the Client's primary point of contact at the partner level for strategic and substantive matters.

Billing Partner: Nathaniel Bower, Partner, Bankruptcy & Restructuring Practice Group. Mr. Bower will oversee billing, budgeting, and administrative aspects of the engagement and will be the primary point of contact for invoicing and fee-related inquiries.

Lead Associate: Wendy Schultz, Associate, intellectual Property Practice Group. Ms. Schultz will manage the day-to-day execution of the engagement, including document drafting, negotiation sessions, and coordination of work streams across the Firm's practice groups.

Working Associate: Omar Siddiqui, Associate, intellectual Property Practice Group. Mr. Siddiqui will support Ms. Schultz in document drafting, research, and analysis.

In addition to the core team identified above, the following professionals will contribute to the engagement on an as-needed basis:

Patricia Heng, Senior Counsel, Technology Transactions. Ms. Heng will serve as a subject-matter advisor on technology licensing structures, SaaS and data-as-a-service models, and technology-sector market standards relevant to the MDLA.

David Cartwright, Partner, Data Privacy & Cybersecurity. Mr. Cartwright will advise on the privacy and cybersecurity regulatory overlay applicable to the Transaction, including FCRA, GLBA, CCPA/CPRA, and NY DFS 23 NYCRR Part 500 compliance matters.

Lisa Johannsen, Associate, Data Privacy & Cybersecurity. Ms. Johannsen will support Mr. Cartwright in privacy-related drafting, regulatory analysis, and preparation of the Data Processing Agreement and Data Security Addendum.

Marcus Weill, Associate, Corporate/Commercial. Mr. Weill will handle ancillary corporate matters, including the preparation of corporate authorizations, board resolutions, officer's certificates, and the negotiation of the lender consent under the Credit Agreement.

We may adjust staffing as the engagement progresses in order to match the Firm's resources to the evolving requirements of the matter. Such adjustments may include the addition of associates, counsel, or partners with relevant subject-matter expertise, or the reallocation of responsibilities among current team members. We will notify the Client of any material changes in staffing, including the addition of any new partner or senior counsel to the engagement team.

3. Fee Arrangement

Basis. Our fees for this engagement will be calculated on the basis of the hourly rates of the professionals who perform work on the matter, billed for time actually expended. Time is recorded in increments of one-tenth of an hour.

Hourly Rate Schedule. The following table sets forth the current hourly billing rates for the professionals assigned to this matter, effective as of August 8, 2022:

The rates set forth above reflect the Firm's standard rates for the identified professionals as of the date of this Letter. Hourly rates are subject to periodic adjustment, which the Firm typically implements effective January 1 of each calendar year. We will notify the Client in advance of any rate increases, and adjusted rates will apply to services rendered on and after the effective date of such increase. If additional timekeepers are assigned to the matter, their applicable hourly rates will be communicated to the Client at the time of assignment.

Soft Cap. In recognition of the Client's budgetary expectations and the Firm's preliminary assessment of the scope of work involved in the negotiation and documentation phase of the Transaction, the Firm has agreed to a soft cap of One Million Eight Hundred Thousand Dollars ($1,800,000) on professional fees (exclusive of disbursements and expenses) for such phase. The soft cap is intended to serve as a planning estimate and a trigger for discussion, rather than a fixed ceiling on fees. If, at any point during the engagement, the Firm projects that actual fees are likely to exceed the soft cap, the Firm will promptly notify the Client and the parties will discuss in good faith whether the circumstances — including, without limitation, extended negotiation timelines, expanded scope of work, the emergence of unanticipated regulatory or commercial issues, or material changes in the complexity or structure of the Transaction — warrant an adjustment to the soft cap. For the avoidance of doubt, the soft cap does not apply to out-of-pocket disbursements or expenses reimbursable under Section 4 below, and the Client remains responsible for all fees for services actually rendered regardless of whether the soft cap is exceeded, subject to the good-faith consultation process described herein.

4. Expenses and Disbursements

In addition to professional fees, the Client will be responsible for reimbursement of reasonable out-of-pocket expenses and disbursements incurred by the Firm in connection with the engagement. Reimbursable expenses include, but are not limited to, the following categories:

(a) travel expenses (airfare, hotel, ground transportation, and meals) incurred in connection with in-person negotiation sessions, closings, or meetings with the Client, Meridian, or their respective advisors;

(b) filing fees, recording fees, and governmental charges;

(d) document production and reproduction costs, including photocopying, scanning, printing, and binding;

(e) computerized legal research charges, including charges for searches conducted on Westmark Data Systems, Sundial Solutions, and other online research platforms;

(f) long-distance telephone and video-conferencing charges, to the extent separately billed; and

(g) any third-party costs, including fees of consultants, experts, or other professionals engaged with the Client's advance written approval.

All expenses will be billed at cost, without markup. The Firm will not incur any individual expense in excess of Five Thousand Dollars ($5,000) without obtaining the Client's prior approval, except where exigent circumstances make prior approval impracticable, in which case the Firm will notify the Client as promptly as possible thereafter.

5. Billing and Payment Terms

Billing Partner. The Billing Partner for this engagement is Nathaniel Bower, who will be responsible for the review and issuance of all invoices relating to this matter.

Client Billing Contact. The Client's designated billing contact is Gregory Stahl, Vice President, Legal Affairs, Quorum Insurance Holdings Corp., 1200 Atlantic Street, Suite 3400, Stamford, CT 06901 (email: gstahl@quoruminsurance.com; tel: (203) 555-1440). All invoices and billing-related communications will be directed to Mr. Stahl unless the Client notifies us in writing of a different designated contact.

Invoicing Frequency. Invoices will be rendered on a monthly basis, with each invoice covering services performed and expenses incurred during the preceding calendar month. Invoices will generally be issued on or about the fifteenth (15th) day of the month following the month in which services were rendered.

Payment Terms. Payment of each invoice is due within thirty (30) days from the date of the invoice (the "Due Date"). Payment should be made by wire transfer to the Firm's client trust account or operating account, as specified on the invoice, or by such other method as may be agreed upon by the parties.

Invoice Detail. Each invoice will contain a reasonably detailed description of the services performed during the applicable billing period, including the identity of each timekeeper who recorded time to the matter, the number of hours expended by each timekeeper, the applicable hourly rate, and a narrative description of the work performed. Disbursements and expenses will be separately itemized.

Late Payment. The Firm reserves the right to charge interest on any amounts that remain unpaid after the Due Date at the rate of one percent (1%) per month (or, if less, the maximum rate permitted by applicable law), calculated from the Due Date until the date of actual receipt of payment. The Firm also reserves the right, upon reasonable notice to the Client, to suspend work on the matter in the event of a material delinquency in payment.

6. Client Identification and Matter Information

For the Firm's records and for conflicts, billing, and administrative purposes, we note the following information concerning the Client and the matter:

Client Name: Quorum Insurance Holdings Corp.

Employer Identification Number (EIN): 83-2147605

Headquarters Address: 1200 Atlantic Street, Suite 3400, Stamford, CT 06901

Entity Type: Corporation organized under the laws of the State of Delaware

Delaware Entity File Number: 7234819

Registered Agent (Delaware): National Registered Agents of Delaware, Inc., 1209 Orange Street, Wilmington, DE 19801

Nasdaq Ticker Symbol: QIHC

Firm Matter Number: C&H Matter No. 1025-00008

All correspondence, invoices, memoranda, and other communications relating to this engagement should reference the Matter Number set forth above. The Client is requested to include this Matter Number in all communications directed to the Firm concerning this matter, in order to ensure prompt and accurate handling.

7. Conflicts of Interest

The Firm has conducted a conflicts check in accordance with its standard procedures and the applicable New York Rules of Professional Conduct. Based on that review, the Firm confirms that, as of the date of this Letter, the Firm does not currently represent any party in a matter that is directly adverse to the Client in connection with the Transaction.

The Firm's conflicts clearance has encompassed a review of the following parties, their known affiliates, and related entities and individuals: Meridian Credit intelligence, Inc.; Breckenridge Capital Partners Fund IV, L.P. (which we understand to be the controlling equity sponsor of Meridian); Breckenridge Capital Management LLC (the general partner or management entity of Breckenridge Capital Partners Fund IV, L.P.); Kessler Pruitt & Ashe LLP (outside counsel to Meridian); and the individual principals, officers, and directors of each of the foregoing, to the extent known to us.

The Client acknowledges and agrees that the Firm is a large, diversified law firm with many attorneys and multiple offices, and that the Firm may currently represent, or may in the future represent, other clients in matters unrelated to this Transaction that may involve the Client, Meridian, or other parties to or participants in the Transaction, provided that (a) there is no direct adversity to the Client in the Transaction itself, (b) such representation is consistent with the applicable Rules of Professional Conduct, and (c) the Firm maintains the confidentiality of information received from the Client in connection with this engagement. By countersigning this Letter, the Client consents to such representations, subject to the foregoing conditions and the Firm's continuing obligation to comply with applicable ethical rules.

In the event that a conflict of interest arises during the course of this engagement — whether as a result of new client engagements, changes in the parties involved in the Transaction, or otherwise — the Firm will promptly notify the Client and discuss appropriate measures, which may include the implementation of ethical screens, the seeking of informed written consent from affected parties, or, if necessary, the withdrawal of the Firm from this engagement or from the conflicting representation.

8. Confidentiality

All information provided by the Client to the Firm in connection with this engagement, whether oral, written, or electronic, shall be treated as confidential and shall be protected in accordance with the attorney-client privilege, the work product doctrine, and the applicable Rules of Professional Conduct governing the duty of confidentiality (including New York Rule of Professional Conduct 1.6).

The Firm will not disclose the Client's confidential information to any third party without the Client's prior written consent, except (a) as required by applicable law, court order, or regulatory directive; (b) as necessary to perform the services contemplated by this engagement, including in communications with Meridian's outside counsel, Kessler Pruitt & Ashe LLP, and with other counterparties to the Transaction, in each case with the Client's authorization and in a manner consistent with the Client's instructions; or (c) as otherwise permitted by the applicable Rules of Professional Conduct.

The Client acknowledges that, in the course of negotiating the Transaction, it may be necessary for the Firm to share certain information with Meridian's counsel and other third parties, and the Client authorizes the Firm to do so to the extent reasonably necessary to advance the Client's interests in the Transaction, subject to the Client's right to direct the Firm to withhold specific categories of information or to impose additional restrictions on disclosure.

9. Document Retention

Upon the conclusion of this engagement, the Firm will retain the matter files — including correspondence, memoranda, drafts, work product, research, and other documents generated or received in connection with the engagement — in accordance with the Firm's then-current Records Management Policy. Under the Firm's current policy, matter files are generally retained for a period of ten (10) years following the closing of the matter, after which they may be destroyed in the ordinary course without further notice to the Client, unless the Client has requested extended retention or the return of specific files.

The Client may request the return of original documents or copies of matter files at any time during or after the engagement by providing written notice to the Responsible Partner or the Billing Partner. The Firm will comply with any such request within a reasonable time, subject to the Firm's right to retain copies of documents as required by applicable law or professional responsibility rules and to assert any lien rights with respect to unpaid fees and expenses.

10. Termination

Either party may terminate this engagement at any time upon thirty (30) days' prior written notice to the other party. The Client may terminate the engagement for any reason or no reason. The Firm may terminate the engagement for cause, including in the event of a material breach of the terms of this Letter by the Client, the emergence of a conflict of interest that cannot be resolved through consent or screening, or the Client's failure to cooperate with the Firm in the performance of the engagement.

Upon termination of the engagement, the Client shall remain responsible for the payment of all fees for services rendered and expenses incurred through the effective date of termination, in accordance with the terms set forth in Sections 3, 4, and 5 of this Letter.

Upon termination, the Firm will take all steps reasonably necessary to protect the Client's interests, including cooperating in the orderly transition of the matter to successor counsel, if any, designated by the Client. Such cooperation shall include, without limitation, the prompt transfer of relevant files and documents (subject to the Firm's right to retain copies and to assert any applicable lien rights), the provision of a status summary, and reasonable consultation with successor counsel during a transition period.

11. Governing Law

This Letter, and all rights and obligations of the parties arising hereunder, shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law that would result in the application of the laws of any other jurisdiction. Any dispute arising out of or relating to this Letter or the engagement described herein shall be subject to the exclusive jurisdiction of the courts of the State of New York located in the County of New York, or the United States District Court for the Southern District of New York, and each party hereby consents to personal jurisdiction in such courts.

12. Limitation of Liability; No Guarantee of Outcome

The Firm will exercise professional skill and judgment in performing services under this engagement, consistent with its obligations under the applicable Rules of Professional Conduct and the standard of care customarily observed by attorneys practicing in the relevant subject-matter areas. However, the Firm makes no guarantees, representations, or warranties regarding the outcome of negotiations with Meridian or its counsel, the consummation of the Transaction, or the achievement of any particular result.

The Client acknowledges that the Transaction involves complex commercial, intellectual property, regulatory, and financial issues, and that the outcome of the negotiation and documentation process will depend on numerous factors outside the Firm's control. Such factors include, without limitation, the negotiating positions and commercial objectives of Meridian and its outside counsel, Kessler Pruitt & Ashe LLP; the requirements and directives of Meridian's controlling equity sponsor, Breckenridge Capital Partners Fund IV, L.P., and its management entity, Breckenridge Capital Management LLC; the views and recommendations of Meridian's investment banker, Whitmore Zanthor & Co.; the requirements of Standish National Bank, N.A. and the lender syndicate under the Credit Agreement; regulatory developments; and general market and economic conditions. The Firm's role is to provide legal advice and professional services; the ultimate business decisions with respect to the Transaction remain the Client's responsibility.

13. Acceptance and Counterparts

If the terms and conditions set forth in this Letter are acceptable to the Client, we respectfully request that you indicate the Client's acceptance by countersigning this Letter in the space provided below and returning one fully executed copy to the undersigned at the address set forth above, or by electronic transmission to lcross@calderwoodharkness.com. This Letter may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Counterparts may be delivered by facsimile, electronic mail (including .pdf format), or other electronic transmission, and any counterpart so delivered shall be deemed to have been duly and validly delivered and shall be valid and effective for all purposes.

This engagement shall be deemed effective as of the date first written above, regardless of the date on which the Client's countersignature is affixed, provided that such countersignature is received by the Firm within thirty (30) days of the date of this Letter.

We are enthusiastic about the opportunity to represent Quorum in this important transaction, and we look forward to working with you and your team. Please do not hesitate to contact me or Wendy Schultz if you have any questions about this Letter or if you wish to discuss any of its terms.

•

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Leonard Cross Partner Calderwood & Harkness LLP 425 Park Avenue New York, NY 10022 Tel: (212) 558-4127

Email: lcross@calderwoodharkness.com

ACCEPTED AND AGREED:

QUORUM INSURANCE HOLDINGS CORP.

By: ________

Name: Carolyn Whitford

Title: General Counsel & Executive Vice President

Quorum Insurance Holdings Corp. 1200 Atlantic Street, Suite 3400 Stamford, CT 06901

Date: ________

Enclosures: None.

cc: Gregory Stahl, Vice President, Legal Affairs, Quorum Insurance Holdings Corp. cc: Nathaniel Bower, Partner, Calderwood & Harkness LLP (Billing Partner) cc: Wendy Schultz, Associate, Calderwood & Harkness LLP (Lead Associate)

Timekeeper	Title / Practice Group	Hourly Rate (USD)
Leonard Cross	Partner, Tax	$1,475
Nathaniel Bower	Partner, Bankruptcy & Restructuring	$1,425
David Cartwright	Partner, Data Privacy & Cybersecurity	$1,350
Patricia Heng	Senior Counsel, Technology Transactions	$1,175
Wendy Schultz	Associate, intellectual Property	$895
Lisa Johannsen	Associate, Data Privacy & Cybersecurity	$750
Omar Siddiqui	Associate, intellectual Property	$725
Marcus Weill	Associate, Corporate/Commercial	$695

PRIVILEGED & CONFIDENTIAL
CALDERWOOD & HARKNESS LLP Attorneys at Law
425 Park Avenue New York, NY 10022 Tel: (212) 558-4000
Fax: (212) 558-3588
www.calderwoodharkness.com
August 8, 2022
Carolyn Whitford, Esq. General Counsel & Executive Vice President Quorum Insurance Holdings Corp. 1200 Atlantic Street, Suite 3400 Stamford, CT 06901
Re: Engagement of Calderwood & Harkness LLP — Data-Licensing Transaction with Meridian Credit intelligence, Inc. C&H Matter No. 1025-00008
Dear Ms. Whitford:
We are writing to confirm the terms and conditions upon which Calderwood & Harkness LLP (the "Firm," "we," or "us") will represent Quorum Insurance Holdings Corp. ("Quorum," the "Company," or the "Client") in connection with the matter described below. This engagement letter (this "Letter") sets forth the mutual understanding between the Firm and the Client concerning the scope of the engagement, the professionals who will be principally responsible for the matter, the basis on which fees and expenses will be calculated, and certain other matters relating to our representation. We ask that you review this Letter carefully and, if the terms are acceptable, countersign and return a copy to us as described below.
1. Engagement and Scope of Representation
Calderwood & Harkness LLP is pleased to confirm its engagement by Quorum Insurance Holdings Corp., a corporation organized and existing under the laws of the State of Delaware and publicly traded on the Nasdaq Stock Market under the ticker symbol "QIHC," to serve as outside counsel in connection with the negotiation, documentation, and closing of a proposed five-year enterprise data-licensing arrangement (the "Transaction") with Meridian Credit intelligence, Inc. ("Meridian"), a Georgia corporation headquartered at 3300 Peachtree Road NE, Suite 2100, Atlanta, GA 30326.
As we understand it, the Transaction contemplates that Quorum will enter into a Master Data License Agreement (the "MDLA") and ancillary documentation pursuant to which Meridian will license to Quorum certain consumer credit-file data, commercial credit data, and alternative-data feeds (including, but not limited to, trended credit data, real-time inquiry alerts, and non-traditional financial-behavior data sets) for use in Quorum's underwriting, pricing, claims analytics, and related insurance operations. Based on discussions to date between the parties and their respective advisors, the aggregate deal value of the Transaction is approximately Sixty Million Dollars ($60,000,000) over a five-year initial term, subject to negotiation of pricing, volume tiers, and renewal economics.
Our representation of the Client in connection with the Transaction will encompass the following matters (collectively, the "Scope of Representation"):
(a) Master Data License Agreement. Negotiation, drafting, and finalization of the MDLA and all related schedules, exhibits, and ancillary agreements, including without limitation (i) a Data Security Addendum setting forth Meridian's and Quorum's respective obligations with respect to technical and organizational safeguards for licensed data, (ii) a Data Processing Agreement addressing the processing of personal information and personally identifiable information under applicable privacy laws, (iii) a Service Level Agreement specifying availability, latency, throughput, and remediation commitments, (iv) technical schedules describing data feeds, file formats, API specifications, delivery cadence, and data-quality standards, and (v) an FCRA Permissible Purpose Certification and related compliance documentation.
(b) intellectual Property and Derived-Data Rights. Advising the Client on intellectual property ownership, licensing structures, and the allocation of rights in derived data, models, scores, and analytics generated by Quorum using Meridian's licensed data, including restrictions on sublicensing, commingling, and reidentification.
(c) Most Favored Nation and Pricing Provisions. Advising on the negotiation of most favored nation ("MFN") pricing provisions, volume-based pricing tiers, annual escalators, benchmark-reset mechanisms, and other commercial terms material to the economic structure of the Transaction.
(d) Regulatory Compliance. Advising on data privacy and cybersecurity regulatory compliance matters arising in connection with the Transaction, including compliance with the Fair Credit Reporting Act ("FCRA," 15 U.S.C. § 1681 et seq.) and Regulation V (12 C.F.R. Part 1022), the Gramm-Leach-Bliley Act ("GLBA," 15 U.S.C. §§ 6801–6809) and its implementing regulations, the California Consumer Privacy Act and the 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 other applicable state insurance data-security statutes and regulations.
(e) Lender Consent. Preparation and negotiation of such lender consent or waiver as may be required from Standish National Bank, N.A. (the "Administrative Agent") under Section 7.12(b) (Restrictions on Data-Sharing Arrangements) of the Amended and Restated Credit Agreement, dated as of June 15, 2021, by and among Quorum Insurance Holdings Corp., as Borrower, certain subsidiaries of Quorum party thereto, as Guarantors, the lenders from time to time party thereto, and Standish National Bank, N.A., as Administrative Agent (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement").
(f) Corporate Authorizations and Closing Deliverables. Preparation of corporate authorizations, including board resolutions of the Board of Directors of Quorum, officer's certificates, secretary's certificates, incumbency certificates, and such other closing deliverables as may be required to consummate the Transaction.
(g) Coordination with Client's IP Counsel. Coordination with the Client's regular outside intellectual property counsel, Caldwell & Strauss LLP, 100 Constitution Plaza, Hartford, CT 06103 (Angela Firth, Partner), on intellectual property diligence, patent and trade-secret matters, and other issues within the expertise of that firm, as directed by the Client.
(h) Negotiation with Meridian's Counsel. Correspondence and negotiation with Meridian's outside counsel, Kessler Pruitt & Ashe LLP, 191 Peachtree Street NE, Suite 3600, Atlanta, GA 30303 (Graham Whitley, Partner), and with Meridian's internal legal team, as appropriate.
Matters Outside Scope. The Scope of Representation does not include, and we have not been engaged to provide advice with respect to, the following: (i) any litigation, arbitration, or dispute resolution proceedings, whether pending or threatened; (ii) any regulatory investigation, enforcement action, examination, or inquiry by any governmental authority; (iii) tax advice (other than incidental tax considerations that may arise in the course of structuring the Transaction); (iv) the preparation, review, or filing of any reports or documents with the U.S. Securities and Exchange Commission or any other securities regulatory authority, including Current Reports on Form 8-K, Quarterly Reports on Form 10-Q, or Annual Reports on Form 10-K; or (v) any other matters unrelated to the Transaction. Should the Client wish to engage us for any such additional matters, we would be pleased to discuss the scope, staffing, and terms of any supplemental engagement at that time.
2. Engagement Team and Staffing
The following professionals will be principally responsible for the Firm's work on this matter:
Responsible Partner: Leonard Cross, Partner, Tax Practice Group. Mr. Cross will have overall supervisory responsibility for the engagement and will serve as the Client's primary point of contact at the partner level for strategic and substantive matters.
Billing Partner: Nathaniel Bower, Partner, Bankruptcy & Restructuring Practice Group. Mr. Bower will oversee billing, budgeting, and administrative aspects of the engagement and will be the primary point of contact for invoicing and fee-related inquiries.
Lead Associate: Wendy Schultz, Associate, intellectual Property Practice Group. Ms. Schultz will manage the day-to-day execution of the engagement, including document drafting, negotiation sessions, and coordination of work streams across the Firm's practice groups.
Working Associate: Omar Siddiqui, Associate, intellectual Property Practice Group. Mr. Siddiqui will support Ms. Schultz in document drafting, research, and analysis.
In addition to the core team identified above, the following professionals will contribute to the engagement on an as-needed basis:
Patricia Heng, Senior Counsel, Technology Transactions. Ms. Heng will serve as a subject-matter advisor on technology licensing structures, SaaS and data-as-a-service models, and technology-sector market standards relevant to the MDLA.
David Cartwright, Partner, Data Privacy & Cybersecurity. Mr. Cartwright will advise on the privacy and cybersecurity regulatory overlay applicable to the Transaction, including FCRA, GLBA, CCPA/CPRA, and NY DFS 23 NYCRR Part 500 compliance matters.
Lisa Johannsen, Associate, Data Privacy & Cybersecurity. Ms. Johannsen will support Mr. Cartwright in privacy-related drafting, regulatory analysis, and preparation of the Data Processing Agreement and Data Security Addendum.
Marcus Weill, Associate, Corporate/Commercial. Mr. Weill will handle ancillary corporate matters, including the preparation of corporate authorizations, board resolutions, officer's certificates, and the negotiation of the lender consent under the Credit Agreement.
We may adjust staffing as the engagement progresses in order to match the Firm's resources to the evolving requirements of the matter. Such adjustments may include the addition of associates, counsel, or partners with relevant subject-matter expertise, or the reallocation of responsibilities among current team members. We will notify the Client of any material changes in staffing, including the addition of any new partner or senior counsel to the engagement team.
3. Fee Arrangement
Basis. Our fees for this engagement will be calculated on the basis of the hourly rates of the professionals who perform work on the matter, billed for time actually expended. Time is recorded in increments of one-tenth of an hour.
Hourly Rate Schedule. The following table sets forth the current hourly billing rates for the professionals assigned to this matter, effective as of August 8, 2022:
The rates set forth above reflect the Firm's standard rates for the identified professionals as of the date of this Letter. Hourly rates are subject to periodic adjustment, which the Firm typically implements effective January 1 of each calendar year. We will notify the Client in advance of any rate increases, and adjusted rates will apply to services rendered on and after the effective date of such increase. If additional timekeepers are assigned to the matter, their applicable hourly rates will be communicated to the Client at the time of assignment.
Soft Cap. In recognition of the Client's budgetary expectations and the Firm's preliminary assessment of the scope of work involved in the negotiation and documentation phase of the Transaction, the Firm has agreed to a soft cap of One Million Eight Hundred Thousand Dollars ($1,800,000) on professional fees (exclusive of disbursements and expenses) for such phase. The soft cap is intended to serve as a planning estimate and a trigger for discussion, rather than a fixed ceiling on fees. If, at any point during the engagement, the Firm projects that actual fees are likely to exceed the soft cap, the Firm will promptly notify the Client and the parties will discuss in good faith whether the circumstances — including, without limitation, extended negotiation timelines, expanded scope of work, the emergence of unanticipated regulatory or commercial issues, or material changes in the complexity or structure of the Transaction — warrant an adjustment to the soft cap. For the avoidance of doubt, the soft cap does not apply to out-of-pocket disbursements or expenses reimbursable under Section 4 below, and the Client remains responsible for all fees for services actually rendered regardless of whether the soft cap is exceeded, subject to the good-faith consultation process described herein.
4. Expenses and Disbursements
In addition to professional fees, the Client will be responsible for reimbursement of reasonable out-of-pocket expenses and disbursements incurred by the Firm in connection with the engagement. Reimbursable expenses include, but are not limited to, the following categories:
(a) travel expenses (airfare, hotel, ground transportation, and meals) incurred in connection with in-person negotiation sessions, closings, or meetings with the Client, Meridian, or their respective advisors;
(b) filing fees, recording fees, and governmental charges;
(c) courier and delivery charges, including overnight and express delivery services;
(d) document production and reproduction costs, including photocopying, scanning, printing, and binding;
(e) computerized legal research charges, including charges for searches conducted on Westmark Data Systems, Sundial Solutions, and other online research platforms;
(f) long-distance telephone and video-conferencing charges, to the extent separately billed; and
(g) any third-party costs, including fees of consultants, experts, or other professionals engaged with the Client's advance written approval.
All expenses will be billed at cost, without markup. The Firm will not incur any individual expense in excess of Five Thousand Dollars ($5,000) without obtaining the Client's prior approval, except where exigent circumstances make prior approval impracticable, in which case the Firm will notify the Client as promptly as possible thereafter.
5. Billing and Payment Terms
Billing Partner. The Billing Partner for this engagement is Nathaniel Bower, who will be responsible for the review and issuance of all invoices relating to this matter.
Client Billing Contact. The Client's designated billing contact is Gregory Stahl, Vice President, Legal Affairs, Quorum Insurance Holdings Corp., 1200 Atlantic Street, Suite 3400, Stamford, CT 06901 (email: gstahl@quoruminsurance.com; tel: (203) 555-1440). All invoices and billing-related communications will be directed to Mr. Stahl unless the Client notifies us in writing of a different designated contact.
Invoicing Frequency. Invoices will be rendered on a monthly basis, with each invoice covering services performed and expenses incurred during the preceding calendar month. Invoices will generally be issued on or about the fifteenth (15th) day of the month following the month in which services were rendered.
Payment Terms. Payment of each invoice is due within thirty (30) days from the date of the invoice (the "Due Date"). Payment should be made by wire transfer to the Firm's client trust account or operating account, as specified on the invoice, or by such other method as may be agreed upon by the parties.
Invoice Detail. Each invoice will contain a reasonably detailed description of the services performed during the applicable billing period, including the identity of each timekeeper who recorded time to the matter, the number of hours expended by each timekeeper, the applicable hourly rate, and a narrative description of the work performed. Disbursements and expenses will be separately itemized.
Late Payment. The Firm reserves the right to charge interest on any amounts that remain unpaid after the Due Date at the rate of one percent (1%) per month (or, if less, the maximum rate permitted by applicable law), calculated from the Due Date until the date of actual receipt of payment. The Firm also reserves the right, upon reasonable notice to the Client, to suspend work on the matter in the event of a material delinquency in payment.
6. Client Identification and Matter Information
For the Firm's records and for conflicts, billing, and administrative purposes, we note the following information concerning the Client and the matter:
Client Name: Quorum Insurance Holdings Corp.
Employer Identification Number (EIN): 83-2147605
Headquarters Address: 1200 Atlantic Street, Suite 3400, Stamford, CT 06901
Entity Type: Corporation organized under the laws of the State of Delaware
Delaware Entity File Number: 7234819
Registered Agent (Delaware): National Registered Agents of Delaware, Inc., 1209 Orange Street, Wilmington, DE 19801
Nasdaq Ticker Symbol: QIHC
Firm Matter Number: C&H Matter No. 1025-00008
All correspondence, invoices, memoranda, and other communications relating to this engagement should reference the Matter Number set forth above. The Client is requested to include this Matter Number in all communications directed to the Firm concerning this matter, in order to ensure prompt and accurate handling.
7. Conflicts of Interest
The Firm has conducted a conflicts check in accordance with its standard procedures and the applicable New York Rules of Professional Conduct. Based on that review, the Firm confirms that, as of the date of this Letter, the Firm does not currently represent any party in a matter that is directly adverse to the Client in connection with the Transaction.
The Firm's conflicts clearance has encompassed a review of the following parties, their known affiliates, and related entities and individuals: Meridian Credit intelligence, Inc.; Breckenridge Capital Partners Fund IV, L.P. (which we understand to be the controlling equity sponsor of Meridian); Breckenridge Capital Management LLC (the general partner or management entity of Breckenridge Capital Partners Fund IV, L.P.); Kessler Pruitt & Ashe LLP (outside counsel to Meridian); and the individual principals, officers, and directors of each of the foregoing, to the extent known to us.
The Client acknowledges and agrees that the Firm is a large, diversified law firm with many attorneys and multiple offices, and that the Firm may currently represent, or may in the future represent, other clients in matters unrelated to this Transaction that may involve the Client, Meridian, or other parties to or participants in the Transaction, provided that (a) there is no direct adversity to the Client in the Transaction itself, (b) such representation is consistent with the applicable Rules of Professional Conduct, and (c) the Firm maintains the confidentiality of information received from the Client in connection with this engagement. By countersigning this Letter, the Client consents to such representations, subject to the foregoing conditions and the Firm's continuing obligation to comply with applicable ethical rules.
In the event that a conflict of interest arises during the course of this engagement — whether as a result of new client engagements, changes in the parties involved in the Transaction, or otherwise — the Firm will promptly notify the Client and discuss appropriate measures, which may include the implementation of ethical screens, the seeking of informed written consent from affected parties, or, if necessary, the withdrawal of the Firm from this engagement or from the conflicting representation.
8. Confidentiality
All information provided by the Client to the Firm in connection with this engagement, whether oral, written, or electronic, shall be treated as confidential and shall be protected in accordance with the attorney-client privilege, the work product doctrine, and the applicable Rules of Professional Conduct governing the duty of confidentiality (including New York Rule of Professional Conduct 1.6).
The Firm will not disclose the Client's confidential information to any third party without the Client's prior written consent, except (a) as required by applicable law, court order, or regulatory directive; (b) as necessary to perform the services contemplated by this engagement, including in communications with Meridian's outside counsel, Kessler Pruitt & Ashe LLP, and with other counterparties to the Transaction, in each case with the Client's authorization and in a manner consistent with the Client's instructions; or (c) as otherwise permitted by the applicable Rules of Professional Conduct.
The Client acknowledges that, in the course of negotiating the Transaction, it may be necessary for the Firm to share certain information with Meridian's counsel and other third parties, and the Client authorizes the Firm to do so to the extent reasonably necessary to advance the Client's interests in the Transaction, subject to the Client's right to direct the Firm to withhold specific categories of information or to impose additional restrictions on disclosure.
9. Document Retention
Upon the conclusion of this engagement, the Firm will retain the matter files — including correspondence, memoranda, drafts, work product, research, and other documents generated or received in connection with the engagement — in accordance with the Firm's then-current Records Management Policy. Under the Firm's current policy, matter files are generally retained for a period of ten (10) years following the closing of the matter, after which they may be destroyed in the ordinary course without further notice to the Client, unless the Client has requested extended retention or the return of specific files.
The Client may request the return of original documents or copies of matter files at any time during or after the engagement by providing written notice to the Responsible Partner or the Billing Partner. The Firm will comply with any such request within a reasonable time, subject to the Firm's right to retain copies of documents as required by applicable law or professional responsibility rules and to assert any lien rights with respect to unpaid fees and expenses.
10. Termination
Either party may terminate this engagement at any time upon thirty (30) days' prior written notice to the other party. The Client may terminate the engagement for any reason or no reason. The Firm may terminate the engagement for cause, including in the event of a material breach of the terms of this Letter by the Client, the emergence of a conflict of interest that cannot be resolved through consent or screening, or the Client's failure to cooperate with the Firm in the performance of the engagement.
Upon termination of the engagement, the Client shall remain responsible for the payment of all fees for services rendered and expenses incurred through the effective date of termination, in accordance with the terms set forth in Sections 3, 4, and 5 of this Letter.
Upon termination, the Firm will take all steps reasonably necessary to protect the Client's interests, including cooperating in the orderly transition of the matter to successor counsel, if any, designated by the Client. Such cooperation shall include, without limitation, the prompt transfer of relevant files and documents (subject to the Firm's right to retain copies and to assert any applicable lien rights), the provision of a status summary, and reasonable consultation with successor counsel during a transition period.
11. Governing Law
This Letter, and all rights and obligations of the parties arising hereunder, shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law that would result in the application of the laws of any other jurisdiction. Any dispute arising out of or relating to this Letter or the engagement described herein shall be subject to the exclusive jurisdiction of the courts of the State of New York located in the County of New York, or the United States District Court for the Southern District of New York, and each party hereby consents to personal jurisdiction in such courts.
12. Limitation of Liability; No Guarantee of Outcome
The Firm will exercise professional skill and judgment in performing services under this engagement, consistent with its obligations under the applicable Rules of Professional Conduct and the standard of care customarily observed by attorneys practicing in the relevant subject-matter areas. However, the Firm makes no guarantees, representations, or warranties regarding the outcome of negotiations with Meridian or its counsel, the consummation of the Transaction, or the achievement of any particular result.
The Client acknowledges that the Transaction involves complex commercial, intellectual property, regulatory, and financial issues, and that the outcome of the negotiation and documentation process will depend on numerous factors outside the Firm's control. Such factors include, without limitation, the negotiating positions and commercial objectives of Meridian and its outside counsel, Kessler Pruitt & Ashe LLP; the requirements and directives of Meridian's controlling equity sponsor, Breckenridge Capital Partners Fund IV, L.P., and its management entity, Breckenridge Capital Management LLC; the views and recommendations of Meridian's investment banker, Whitmore Zanthor & Co.; the requirements of Standish National Bank, N.A. and the lender syndicate under the Credit Agreement; regulatory developments; and general market and economic conditions. The Firm's role is to provide legal advice and professional services; the ultimate business decisions with respect to the Transaction remain the Client's responsibility.
13. Acceptance and Counterparts
If the terms and conditions set forth in this Letter are acceptable to the Client, we respectfully request that you indicate the Client's acceptance by countersigning this Letter in the space provided below and returning one fully executed copy to the undersigned at the address set forth above, or by electronic transmission to lcross@calderwoodharkness.com. This Letter may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Counterparts may be delivered by facsimile, electronic mail (including .pdf format), or other electronic transmission, and any counterpart so delivered shall be deemed to have been duly and validly delivered and shall be valid and effective for all purposes.
This engagement shall be deemed effective as of the date first written above, regardless of the date on which the Client's countersignature is affixed, provided that such countersignature is received by the Firm within thirty (30) days of the date of this Letter.
We are enthusiastic about the opportunity to represent Quorum in this important transaction, and we look forward to working with you and your team. Please do not hesitate to contact me or Wendy Schultz if you have any questions about this Letter or if you wish to discuss any of its terms.
•            
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Leonard Cross Partner Calderwood & Harkness LLP 425 Park Avenue New York, NY 10022 Tel: (212) 558-4127
Email: lcross@calderwoodharkness.com
ACCEPTED AND AGREED:
QUORUM INSURANCE HOLDINGS CORP.
By: ________
Name: Carolyn Whitford
Title: General Counsel & Executive Vice President
Quorum Insurance Holdings Corp. 1200 Atlantic Street, Suite 3400 Stamford, CT 06901
Date: ________
Enclosures: None.
cc: Gregory Stahl, Vice President, Legal Affairs, Quorum Insurance Holdings Corp. cc: Nathaniel Bower, Partner, Calderwood & Harkness LLP (Billing Partner) cc: Wendy Schultz, Associate, Calderwood & Harkness LLP (Lead Associate)
Timekeeper | Title / Practice Group | Hourly Rate (USD)
Leonard Cross | Partner, Tax | $1,475
Nathaniel Bower | Partner, Bankruptcy & Restructuring | $1,425
David Cartwright | Partner, Data Privacy & Cybersecurity | $1,350
Patricia Heng | Senior Counsel, Technology Transactions | $1,175
Wendy Schultz | Associate, intellectual Property | $895
Lisa Johannsen | Associate, Data Privacy & Cybersecurity | $750
Omar Siddiqui | Associate, intellectual Property | $725
Marcus Weill | Associate, Corporate/Commercial | $695

PRIVILEGED & CONFIDENTIAL

CALDERWOOD & HARKNESS LLP

ACCEPTED AND AGREED:

QUORUM INSURANCE HOLDINGS CORP.

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