1025-00008 · Quorum Insurance Holdings · Engagement & Administration

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CONFIDENTIAL — INTERNAL USE ONLY

CALDERWOOD & HARKNESS LLP 425 Park Avenue New York, New York 10022

INTERNAL MEMORANDUM — MATTER OPENING

August 8, 2022

TO: File / Office of General Counsel, Calderwood & Harkness LLP

FROM: Leonard Cross, Partner; Nathaniel Bower, Partner

RE: Matter Opening — Quorum Insurance Holdings Corp. / Meridian Credit intelligence, Inc. Data Licensing Transaction

MATTER NUMBER: C&H Matter No. 1025-00008

I. Purpose

This memorandum establishes C&H Matter No. 1025-00008 in the firm's matter management system and records all essential administrative, staffing, billing, and conflict-clearance information for the representation of Quorum Insurance Holdings Corp. ("Quorum" or "QIH") in connection with the negotiation and documentation of a five-year enterprise data-licensing arrangement with Meridian Credit intelligence, Inc. ("Meridian" or "MCI").

The engagement letter for this matter was executed as of August 8, 2022, by Carolyn Whitford, General Counsel & Executive Vice President of Quorum Insurance Holdings Corp. The engagement letter sets forth the scope of the representation, the applicable fee arrangement, and the responsibilities of both the firm and the client in connection with this transaction. This memorandum supplements the engagement letter by providing the internal administrative detail necessary to properly open, staff, budget, and track the matter within the firm's systems.

All timekeepers assigned to this matter should review this memorandum in its entirety and direct any questions regarding scope, staffing, billing protocols, or conflict considerations to Leonard Cross (Responsible Partner) or Nathaniel Bower (Billing Partner).

II. Client Information

A. Client Identity

The client for this matter is Quorum Insurance Holdings Corp., a Delaware corporation that is publicly traded on the Nasdaq Stock Market under the ticker symbol QIHC. Set forth below is a summary of identifying information for the client:

Quorum is a diversified multi-line insurance carrier with operations spanning property and casualty, life, and specialty insurance lines. In addition to its core underwriting operations, Quorum operates a growing insurance-technology platform that leverages proprietary data analytics and machine learning models—most notably its QuorumScore™ predictive underwriting tool—to drive pricing accuracy, risk selection, and operational efficiency across its business segments. The data-licensing transaction that is the subject of this engagement is a significant strategic initiative for Quorum, as the licensed Meridian data is expected to serve as a core input to Quorum's automated underwriting models and analytics infrastructure.

B. Client Billing Contact

All firm invoices and billing-related correspondence for this matter should be directed to the following individual:

Mr. Stahl has been designated by Quorum's General Counsel as the primary point of contact for all routine matter communications, invoice delivery, and administrative inquiries. All invoices should be submitted in accordance with the invoicing procedures set forth in Section VI below and should reference C&H Matter No. 1025-00008 and the client's internal matter reference number (to be provided by Mr. Stahl upon commencement of the engagement). Questions regarding billing or invoice adjustments should be directed to Mr. Stahl in the first instance, with escalation to Carolyn Whitford as necessary.

C. Additional Key Client Contacts

In addition to Ms. Whitford and Mr. Stahl, the following Quorum personnel have been identified as key contacts for this transaction and may participate in negotiations, diligence, and document review in their respective capacities:

• Rajesh Anand — Chief Data Officer. Mr. Anand serves as the data strategy lead for the transaction and is responsible for defining Quorum's requirements with respect to data scope, quality, delivery frequency, and integration architecture. He will be a primary interlocutor on the technical and data-specification aspects of the license agreement and associated schedules.

• Diane Lowell — Senior Vice President, Underwriting Analytics. Ms. Lowell is the internal business sponsor for the Meridian data-licensing initiative. She is accountable for demonstrating the return on investment of the licensed data within Quorum's underwriting operations and will provide input on the use-case restrictions, permitted purposes, and derived-data provisions of the agreement.

• Thomas Ng — Vice President, Enterprise Procurement. Mr. Ng leads Quorum's procurement function and will coordinate the commercial negotiation of pricing, volume commitments, most favored nation protections, and renewal/termination mechanics. He will also interface with Pinnacle Ridge Advisory LLC, Quorum's external pricing benchmark consultant.

• Priya Nair — Director, Data Engineering. Ms. Nair is the technical integration lead responsible for the design, testing, and deployment of data feeds between Meridian's systems and Quorum's data lake and analytics platform. She will be a primary reviewer of the implementation plan, technical schedules, service-level specifications, and data delivery protocols.

• Claudia Reeves — Vice President, Regulatory & Compliance. Ms. Reeves oversees Quorum's insurance regulatory compliance function and will provide input on the regulatory dimensions of the transaction, including state insurance data-security requirements, FCRA permissible purpose certifications, GLBA safeguards, and any required insurance department notifications. She will coordinate with David Cartwright and Lisa Johannsen on the firm's privacy and cybersecurity workstreams.

The firm's team should copy Mr. Stahl on all external correspondence and deliverables sent to any of the above contacts unless otherwise directed by Ms. Whitford.

III. Counterparty Information

A. Principal Counterparty

The counterparty to the contemplated data-licensing transaction is Meridian Credit intelligence, Inc., a privately held Georgia corporation. Set forth below is a summary of identifying information for the counterparty:

Meridian is a consumer and commercial credit bureau that maintains extensive databases of consumer credit files, business credit and firmographic records, and alternative data signals. Meridian competes in the broader credit data and analytics market alongside the major national credit bureaus, differentiating itself through its proprietary alternative data assets and analytics capabilities. Meridian is majority-owned by Breckenridge Capital Partners Fund IV, L.P., a private equity fund managed by Breckenridge Capital Management LLC. As discussed further in Section XI.C below, Meridian and its private equity sponsor are reported to be exploring a potential initial public offering on a timeline of approximately 2025–2026, a factor that may influence Meridian's negotiating posture on key commercial terms, including most favored nation pricing and derived-data commercialization rights.

B. Counterparty's Outside Counsel

Meridian has retained the following law firm to represent it in connection with the data-licensing transaction:

Graham Whitley is the lead partner at KP&A for this matter and maintains an active technology licensing practice. Mr. Whitley is based in KP&A's Atlanta headquarters but is expected to participate in New York-based negotiation sessions at KP&A's New York office. All correspondence to counterparty's counsel should be directed to Mr. Whitley with copies to Ms. Chastain and Mr. Fontaine unless otherwise agreed between the parties' respective counsel.

C. Other Relevant Third Parties

The following additional third parties have been identified as relevant to this transaction and should be noted in the matter file for reference purposes:

Breckenridge Capital Partners Fund IV, L.P. / Breckenridge Capital Management LLC. Breckenridge Capital Partners Fund IV, L.P. is the majority equity owner of Meridian, holding approximately 62.5% of Meridian's outstanding equity. The general partner of Fund IV is Breckenridge Capital Management LLC, a New York–based private equity firm located at 600 Lexington Avenue, 28th Floor, New York, NY 10022. The Managing Partner of Breckenridge Capital Management is Elaine Drummond. The partner at Breckenridge responsible for overseeing the Meridian portfolio investment is Caleb Rourke. As Meridian's controlling shareholder, Breckenridge is expected to exercise significant influence over Meridian's negotiating positions and board-level approvals, particularly with respect to terms that could affect Meridian's valuation in connection with a potential future IPO.

Whitmore Zanthor & Co. Whitmore Zanthor & Co. is Meridian's investment bank and is advising Meridian and Breckenridge on a potential IPO of Meridian's common stock, targeted for the 2025–2026 timeframe. Whitmore Zanthor is located at 383 Madison Avenue, New York, NY 10179. The Managing Director on the Meridian engagement is Rachel Ng-Castillo. Although Whitmore Zanthor is not a direct party to the data-licensing transaction, its IPO advisory role makes it a relevant stakeholder whose interests and guidance may be reflected in Meridian's negotiating priorities, particularly on pricing exclusivity and data-rights provisions.

Pinnacle Ridge Advisory LLC. Pinnacle Ridge Advisory LLC is a data-strategy consulting firm retained by Quorum to perform an independent assessment of Meridian's data quality, benchmark the proposed license pricing against comparable credit-data licensing arrangements in the market, and advise on derived-data commercial strategies. Pinnacle Ridge is located at 200 Clarendon Street, Suite 4400, Boston, MA 02116. The Managing Director leading the Quorum engagement is Franklin Osei. Pinnacle Ridge's pricing benchmark study is expected to be a critical input to Quorum's negotiating position on most favored nation pricing and volume-based fee adjustments.

Caldwell & Strauss LLP. Caldwell & Strauss LLP is Quorum's longstanding outside intellectual property counsel. The firm is located at 100 Pearl Street, Hartford, CT 06103. The partner contact for this matter is Angela Firth. Caldwell & Strauss is not billing on this matter and is not expected to appear in a primary role; rather, Ms. Firth and her team will provide background guidance to Quorum's in-house team regarding existing IP portfolio implications, prosecution status of the QuorumScore™ trademark application, and related derived-data ownership positions. The C&H team should coordinate with Ms. Firth as described in Section X below with respect to any IP issues arising from the MDLA negotiations.

Standish National Bank, N.A. Standish National Bank, N.A. is Quorum's primary lender under a $1.2 billion revolving credit facility governed by the Amended and Restated Credit Agreement dated June 15, 2021, among Quorum, Standish National Bank, N.A. (as Administrative Agent), and the lenders party thereto. Standish is located at 280 Congress Street, Boston, MA 02210. The Relationship Manager for the Quorum account is Philip Yardley. As discussed in greater detail in Section XI.A below, the credit agreement includes a negative covenant at Section 7.12(b) that requires Quorum to obtain the prior written consent of the Required Lenders before entering into any intellectual property license exceeding $25,000,000 in aggregate value, making lender consent a condition precedent to closing the Meridian MDLA.

IV. Scope of Engagement

Calderwood & Harkness has been retained by Quorum Insurance Holdings Corp. to represent it in connection with the negotiation and documentation of a five-year enterprise data-licensing arrangement with Meridian Credit intelligence, Inc. The scope of the engagement, as set forth in the engagement letter dated August 8, 2022, encompasses the following principal workstreams and deliverables:

Transaction Structure and Commercial Terms. The core transaction contemplated by the parties involves a Master Data License Agreement ("MDLA") pursuant to which Meridian will grant Quorum a non-exclusive, enterprise-wide license to access, ingest, and use certain Meridian data products in connection with Quorum's insurance underwriting, claims-fraud detection, and customer analytics operations. The initial term of the MDLA is five years, with a total deal value of $60,000,000 over the initial term, structured as follows:

• Year 1: $10,800,000

• Year 2: $12,300,000

• Year 3: $12,300,000

• Year 4: $12,300,000

• Year 5: $12,300,000

• Total (Initial Term): $60,000,000

In addition to the foregoing license fees, Quorum will pay a one-time implementation and integration fee of $1,500,000, which is outside the $60,000,000 license value and covers Meridian's costs associated with technical onboarding, data feed configuration, testing, and initial data delivery.

Licensed Data Products. The MDLA will cover three principal Meridian data products:

• MCI Consumer Credit File™ — Approximately 310 million consumer credit records, encompassing traditional credit attributes, trade line histories, and payment performance data.

• MCI CommercialView™ — Approximately 42 million business credit and firmographic records, including commercial credit scores, financial performance indicators, and entity-level risk attributes.

• MCI AltSignal™ — Approximately 85 million consumer alternative data records, including utility payment histories, rental payment records, telecommunications data, and other non-traditional credit signals.

Business Purpose and Permitted Uses. Quorum intends to ingest Meridian's data feeds to enhance its automated underwriting models, claims-fraud detection algorithms, and customer propensity scoring across its property and casualty, life, and specialty insurance lines. The permitted use provisions of the MDLA will need to be carefully drafted to ensure that Quorum retains the flexibility to deploy Meridian data across all of its current and future business lines and analytics applications, while remaining compliant with applicable regulatory requirements and Meridian's data-furnisher obligations.

Key Open and Contested Issues. At the time of matter opening, the following issues have been identified as likely to be the most significant points of negotiation between the parties:

(a) Most Favored Nation Pricing. Quorum will seek the inclusion of a most favored nation ("MFN") pricing clause in the MDLA that would require Meridian to extend to Quorum any more favorable pricing terms offered to similarly situated licensees during the term of the agreement. Meridian is expected to resist an MFN clause, as it could constrain Meridian's pricing flexibility with other customers and create complications for Meridian's IPO valuation narrative. Pinnacle Ridge Advisory's pricing benchmark study will inform Quorum's negotiating position on MFN structure and scope.

(b) Derived Data Ownership and Commercialization. Quorum's position is that it should own—free and clear of any Meridian claims or encumbrances—all Derived Data generated by Quorum through the application of its proprietary models and algorithms to Meridian's licensed data. This issue is of particular strategic importance because of QuorumScore™, Quorum's proprietary predictive underwriting model (USPTO application pending, Serial No. 97/482,116), which generates scored outputs that Quorum intends to commercialize on a business-to-business basis. Quorum projects that QuorumScore™ B2B licensing revenue could reach $40–50 million annually by 2027. Any contractual restriction on Quorum's ability to commercialize QuorumScore™ outputs, or any requirement to share revenue with Meridian on Derived Data, would materially undermine Quorum's strategic objectives for this transaction. Meridian is expected to argue that outputs derived from its licensed data should be subject to restrictive license-back or revenue-sharing provisions.

(c) Dispute Resolution Mechanism. The parties are expected to disagree on the appropriate dispute resolution mechanism. Quorum's preference is for litigation in the courts of the State of New York (with consent to jurisdiction in the Supreme Court of the State of New York, New York County, and the United States District Court for the Southern District of New York). Meridian may advocate for binding arbitration, which could limit Quorum's ability to obtain injunctive relief and reduce transparency.

(d) Standish National Bank Lender Consent. As discussed in greater detail in Section XI.A below, Quorum's $1.2 billion revolving credit facility with Standish National Bank, N.A. includes a negative covenant at Section 7.12(b) that requires the prior written consent of the Required Lenders for any intellectual property license exceeding $25,000,000 in aggregate value. The $60,000,000 total value of the MDLA exceeds this threshold by $35,000,000 (representing 240% of the $25 million covenant threshold). Accordingly, obtaining lender consent or a waiver under Section 7.12(b) is a condition precedent to closing the MDLA.

Governing Law. The MDLA and all ancillary agreements will be governed by the laws of the State of New York, without regard to conflicts-of-law principles.

Engagement Letter. The engagement letter for this matter is dated August 8, 2022, and was signed on behalf of Quorum by Carolyn Whitford, General Counsel & Executive Vice President. A copy of the executed engagement letter is maintained in the matter file.

V. Staffing

The following attorneys have been assigned to this matter and are authorized to record time against C&H Matter No. 1025-00008. Each team member's role and responsibilities are described below.

A. Responsible Partner

Leonard Cross — Partner, Tax Practice Group, Calderwood & Harkness LLP, New York office.

Mr. Cross will serve as the Responsible Partner for this matter. In that capacity, he will provide overall matter supervision, maintain the primary client relationship with Quorum's General Counsel (Carolyn Whitford), and ensure that the engagement is conducted in accordance with the firm's policies and the terms of the engagement letter. Mr. Cross will participate in key negotiation sessions and will be the final reviewer of all material deliverables prior to transmission to the client.

B. Billing Partner

Nathaniel Bower — Partner, Bankruptcy & Restructuring Practice Group, Calderwood & Harkness LLP, New York office.

Mr. Bower will serve as the Billing Partner for this matter. He is responsible for all billing, invoicing, and fee arrangement administration, including monitoring actual time and expenses against the soft cap described in Section VI below, reviewing monthly pre-bills, and resolving any billing questions raised by the client's billing contact, Gregory Stahl. Mr. Bower will coordinate with Leonard Cross on any adjustments to the fee arrangement during the course of the engagement.

C. Lead Associate

Wendy Schultz — Associate, intellectual Property Practice Group, Calderwood & Harkness LLP, New York office.

Ms. Schultz will carry primary day-to-day responsibility for the negotiation and documentation of the MDLA and related transaction documents. She will serve as the lead drafter for the MDLA redlines, the MFN clause, and the derived-data and intellectual property ownership provisions that are central to Quorum's negotiating position. Ms. Schultz will manage the document drafting and exchange process with counterparty's counsel (KP&A) and will be the primary point of contact for the client's day-to-day legal contact, Gregory Stahl, on substantive drafting matters.

D. Working Associate

Omar Siddiqui — Associate, intellectual Property Practice Group, Calderwood & Harkness LLP, New York office.

Mr. Siddiqui will support Wendy Schultz on the intellectual property and derived-data analysis, including research on market-standard derived-data definitions and ownership structures in comparable data-licensing transactions. He will also assist with the drafting of technical schedules (data product descriptions, delivery specifications, permitted use schedules) and negotiation correspondence. Mr. Siddiqui will coordinate with Quorum's technical team (Rajesh Anand, Priya Nair) on data specification and integration matters.

E. Additional Team Members

The following additional attorneys will contribute to the matter in specialized roles as described below:

Patricia Heng — Senior Counsel, Technology Transactions, Calderwood & Harkness LLP, New York office. Ms. Heng will serve as a subject-matter advisor to the team on data-licensing market practice, service-level agreement ("SLA") structuring, and MFN clause enforceability and market precedent. Drawing on her extensive experience in enterprise technology and data-licensing transactions, Ms. Heng will provide guidance on market-standard approaches to key contractual provisions, including termination and wind-down mechanics, data return and destruction obligations, and limitation of liability frameworks. Ms. Heng's involvement is expected to be most intensive during the initial drafting phase and during resolution of contested commercial terms.

David Cartwright — Partner, Data Privacy & Cybersecurity, Calderwood & Harkness LLP, New York office. Mr. Cartwright will be responsible for the privacy and data-security regulatory overlay for the transaction. This workstream encompasses analysis of the Fair Credit Reporting Act ("FCRA"), the Gramm-Leach-Bliley Act ("GLBA"), the California Consumer Privacy Act and the California Privacy Rights Act ("CCPA/CPRA"), the New York Department of Financial Services Cybersecurity Regulation (23 NYCRR Part 500), and applicable multi-state insurance data-security regulations. Mr. Cartwright will lead the drafting of the Data Security Addendum ("DSA") to the MDLA and will provide guidance on permissible purpose certifications, data-use restrictions, and regulatory notification obligations.

Lisa Johannsen — Associate, Data Privacy & Cybersecurity, Calderwood & Harkness LLP, New York office. Ms. Johannsen will support David Cartwright on the privacy regulatory analysis, including detailed research on CCPA/CPRA compliance requirements applicable to the licensed data, preparation of the Data Processing Agreement ("DPA"), and drafting of FCRA permissible purpose certification language. Ms. Johannsen will also coordinate with Quorum's VP, Regulatory & Compliance (Claudia Reeves) on state-specific insurance data-security compliance matters.

Marcus Weill — Associate, Corporate/Commercial, Calderwood & Harkness LLP, New York office. Mr. Weill will handle ancillary corporate and commercial matters arising in connection with the transaction, including management of the Standish National Bank lender consent/waiver process under Section 7.12(b) of Quorum's credit agreement, preparation of board resolutions and officer's certificates required for transaction authorization, assembly and maintenance of the closing checklist, and tracking of conditions precedent to closing. Mr. Weill will coordinate with Philip Yardley (Standish Relationship Manager) on the lender consent timeline and documentation requirements.

F. Office Allocation

The primary office handling this matter is the firm's New York office at 425 Park Avenue, New York, NY 10022. All principal drafting, negotiation, and client management activities will be conducted from the New York office.

Support from the firm's Stamford, Connecticut office (1 Landmark Square, Suite 1800, Stamford, CT 06901) may be utilized on an as-needed basis, given the proximity of the Stamford office to Quorum's headquarters at 1200 Atlantic Street, Stamford, CT 06901. In-person meetings with Quorum's in-house team at Quorum's offices may be supported from the Stamford office as scheduling requires.

VI. Fee Arrangement and Billing

A. Fee Structure

The engagement will be conducted on an hourly-rate basis, subject to a soft cap of $1,800,000 for the negotiation and documentation phase of the engagement. The soft cap represents a budgetary target agreed upon with the client for purposes of fee predictability and is not intended to function as a hard fee ceiling or a fixed-fee arrangement. In the event that the firm anticipates exceeding the soft cap—whether due to extended negotiations, unanticipated regulatory complexity, or other factors—Leonard Cross or Nathaniel Bower will promptly discuss the situation with Carolyn Whitford and Gregory Stahl prior to incurring fees in excess of the cap. Any agreement to modify or exceed the soft cap will be documented in writing.

B. Hourly Rate Schedule

The following hourly rates will apply to all time recorded against this matter:

The above rates are consistent with the firm's standard rate schedule for 2022. Any adjustments to hourly rates during the course of the engagement (including annual rate increases effective January 1, 2023, or January 1, 2024, if the engagement extends into those calendar years) will be communicated to the client in advance in accordance with the terms of the engagement letter.

C. Invoicing and Payment Terms

Invoices will be issued on a monthly basis, reflecting all fees and disbursements incurred during the preceding calendar month. Invoices will be prepared by the billing department under the supervision of Nathaniel Bower and will be reviewed against pre-bills before issuance to the client.

Payment is due net thirty (30) days from the date of each invoice. All invoices should reference C&H Matter No. 1025-00008 and should be directed to the client billing contact:

Gregory Stahl Vice President, Legal Affairs Quorum Insurance Holdings Corp. 1200 Atlantic Street, Suite 3400 Stamford, CT 06901

Any invoice inquiries or disputes should be directed to Mr. Stahl in the first instance, with escalation to Nathaniel Bower on the firm side.

VII. Conflicts Clearance

A comprehensive conflicts check was completed and cleared as of August 5, 2022. The conflicts check was conducted in accordance with the firm's standard conflicts clearance procedures and covered all parties and affiliates identified in Sections II and III of this memorandum, including the following entities:

• Quorum Insurance Holdings Corp.

• Meridian Credit intelligence, Inc.

• Breckenridge Capital Partners Fund IV, L.P.

• Breckenridge Capital Management LLC

• Related entities and affiliates of the foregoing

The conflicts check confirmed that the firm has no current or recent adverse representations involving any of the above-listed entities. A separate Conflicts Check Memorandum dated August 5, 2022, documenting the results of the clearance process, has been prepared and filed in the matter records. Any questions regarding the conflicts clearance should be directed to the Office of General Counsel.

All timekeepers assigned to this matter should promptly notify the Responsible Partner and the Office of General Counsel if they become aware of any facts or circumstances that could give rise to a conflict of interest during the course of the engagement, including but not limited to any new engagements involving Meridian, Breckenridge, or their respective affiliates.

VIII. Mutual NDA Status

A Mutual Non-Disclosure Agreement between Quorum and Meridian is expected to be executed imminently. The NDA has been assigned Reference No. NDA-QIH-MCI-2022-001 for internal tracking purposes.

Meridian's counsel (KP&A) circulated Meridian's standard form mutual NDA on August 2, 2022. Calderwood & Harkness is currently preparing revisions to Meridian's form NDA to address certain provisions that require modification, including the definition of "Confidential Information" to ensure adequate protection of Quorum's proprietary analytics methodologies and QuorumScore™-related information, the scope of permitted disclosure to third-party advisors (including Pinnacle Ridge Advisory), and the remedies provisions (including the availability of injunctive relief without the requirement of posting a bond).

The revised NDA is expected to be transmitted to KP&A during the week of August 12, 2022, with a target execution date of August 15, 2022. Until the NDA is fully executed, all confidential information exchanged between the parties should be treated as subject to the protections set forth in the preliminary confidentiality undertaking exchanged between counsel on August 3, 2022.

Wendy Schultz is responsible for tracking the NDA execution process and ensuring that the fully executed NDA is filed in the matter records promptly upon execution.

IX. Key Milestones and Anticipated Timeline

The following table sets forth the key milestones and target dates for the engagement as currently contemplated. This timeline is preliminary and is subject to adjustment based on the pace of negotiations with Meridian and its counsel, Kessler Pruitt & Ashe LLP, as well as the availability of client stakeholders and the timeline for obtaining lender consent from Standish National Bank.

The team should note that the timeline above reflects the current best estimate based on preliminary discussions with the client. Several factors may cause the timeline to shift, including the complexity and duration of MFN and derived-data negotiations, the lender consent process with Standish National Bank, regulatory compliance analysis and any resulting modifications to deal structure, and the pace of Meridian's internal approvals (which may be influenced by Breckenridge Capital's review and the IPO planning process). The Responsible Partner will provide periodic updates to the team on any material changes to the anticipated timeline.

X. Coordination with Other Advisors

The following third-party advisors are engaged by Quorum in connection with this transaction or have a coordination role relevant to the firm's work. All team members should be aware of these advisory relationships to avoid duplication of effort and to ensure appropriate information sharing within the bounds of privilege and confidentiality.

Caldwell & Strauss LLP (Angela Firth). Caldwell & Strauss LLP is Quorum's longstanding outside intellectual property counsel and has extensive institutional knowledge of Quorum's IP portfolio, including the prosecution history and strategy for the QuorumScore™ trademark (USPTO Serial No. 97/482,116) and related trade secret protections. Ms. Firth and her team will coordinate with C&H on existing IP portfolio implications, derived-data IP ownership positions, and any issues arising from the MDLA negotiations that could affect Quorum's broader IP strategy. Caldwell & Strauss is not billing on this matter and will provide its guidance directly to Quorum's in-house team; however, the C&H team (principally Wendy Schultz and Omar Siddiqui) should proactively coordinate with Ms. Firth through the client (with Mr. Stahl's facilitation) to ensure alignment on the derived-data ownership and commercialization provisions and to obtain background information regarding the QuorumScore™ prosecution status as needed for drafting purposes.

Pinnacle Ridge Advisory LLC (Franklin Osei). Pinnacle Ridge Advisory LLC has been retained by Quorum to perform an independent data-quality assessment of Meridian's data feeds, benchmark the proposed license pricing against comparable credit-data licensing arrangements available in the market, and advise on the commercial strategy for derived-data monetization. Mr. Osei's pricing benchmark study is expected to be a critical input to Quorum's negotiating position on the MFN clause, volume-based fee adjustments, and the overall economic framework of the MDLA. The firm's team should coordinate with Mr. Osei through Thomas Ng (Quorum's VP, Enterprise Procurement) to ensure that the Pinnacle Ridge analysis is completed on a timeline that supports the exchange of term sheets targeted for September 2022. Any Pinnacle Ridge deliverables received by the firm should be treated as confidential client materials and filed under Matter No. 1025-00008.

XI. Special Considerations and Risk Flags

The following matters have been identified at the outset of the engagement as presenting heightened complexity, risk, or strategic sensitivity. All team members should give particular attention to these issues throughout the engagement.

A. Standish National Bank Covenant

Quorum's $1.2 billion revolving credit facility with Standish National Bank, N.A., governed by the Amended and Restated Credit Agreement dated June 15, 2021 (as amended, the "Credit Agreement"), among Quorum, Standish National Bank, N.A. (as Administrative Agent), and the lenders party thereto, includes a negative covenant at Section 7.12(b) that requires the prior written consent of the Required Lenders (as defined in the Credit Agreement) before Quorum may enter into any intellectual property license that would impose aggregate payment obligations in excess of $25,000,000 over the term of such license.

The aggregate license fees payable under the contemplated MDLA total $60,000,000 over the five-year initial term, exceeding the Section 7.12(b) threshold by $35,000,000. This represents 240% of the $25,000,000 covenant threshold. Accordingly, the execution and delivery of the MDLA will constitute an event requiring prior written consent of the Required Lenders under Section 7.12(b), and obtaining such consent (or, alternatively, a waiver of the covenant to the extent applicable) is a condition precedent to closing.

Marcus Weill will lead the lender consent/waiver process in coordination with Quorum's in-house team and Philip Yardley, the Standish Relationship Manager. Early engagement with Mr. Yardley is recommended in order to socialize the transaction with the lender group, understand the consent/waiver process and timeline requirements, and identify any lender concerns that may affect the timing or structure of the MDLA. The team should anticipate that the consent process may require preparation of a consent solicitation package, an officer's certificate, and a detailed summary of the MDLA's material terms for distribution to the lender group. Marcus Weill should begin preparing a draft consent request and accompanying materials no later than Q2 2023, in advance of the Q3 2023 target for obtaining consent.

B. Regulatory Complexity

The transaction implicates a complex and overlapping set of federal and state regulatory regimes governing the use, processing, and protection of consumer credit data, financial data, and insurance-related data. The principal regulatory frameworks applicable to this engagement include the following:

• Fair Credit Reporting Act ("FCRA"): Meridian, as a consumer reporting agency, is subject to the FCRA. Quorum's receipt and use of Meridian's consumer credit data will be subject to FCRA permissible purpose requirements. The MDLA must include appropriate permissible purpose certifications, restrictions on Quorum's use and redissemination of consumer report data, and dispute-resolution procedures consistent with FCRA requirements.

• Gramm-Leach-Bliley Act ("GLBA"): As an insurance carrier, Quorum is subject to GLBA's privacy and safeguards requirements. The ingestion and use of Meridian's data must comply with GLBA limitations on the use and sharing of nonpublic personal information.

• California Consumer Privacy Act / California Privacy Rights Act ("CCPA/CPRA"): To the extent that the licensed data includes personal information of California residents, the transaction must be structured to comply with CCPA/CPRA requirements, including service provider and contractor obligations, consumer rights provisions, and data processing limitations.

• New York Department of Financial Services Cybersecurity Regulation (23 NYCRR Part 500): As a regulated financial services entity, Quorum is subject to the DFS cybersecurity regulation, which imposes requirements on the protection of nonpublic information, third-party service provider security assessments, and incident response planning. The Data Security Addendum to the MDLA must be drafted to ensure compliance with 23 NYCRR Part 500.

• Multi-State Insurance Data-Security Regulations: Quorum's operations across multiple states subject it to a patchwork of state-specific insurance data-security laws and regulations, many of which are modeled on the NAIC Insurance Data Security Model Law. Compliance with these state-specific requirements will need to be addressed in the DSA and in Quorum's internal data governance procedures.

David Cartwright and Lisa Johannsen will prepare comprehensive regulatory framework memoranda early in the engagement to identify the specific compliance obligations, draft relevant contractual provisions, and advise the team on any structural modifications that may be necessary to ensure that the MDLA and ancillary documents satisfy all applicable regulatory requirements. These memoranda should be circulated to the full team and to the client (through Claudia Reeves, Quorum's VP, Regulatory & Compliance) for review and comment.

C. Breckenridge / IPO Considerations

As noted in Section III.A above, Meridian is majority-owned (62.5%) by Breckenridge Capital Partners Fund IV, L.P. Breckenridge acquired its controlling stake in Meridian as a portfolio investment and is actively exploring an exit strategy that may include an initial public offering of Meridian's common stock, targeted for the 2025–2026 timeframe. Whitmore Zanthor & Co. has been retained as Meridian's investment bank and IPO advisor.

The IPO planning process is expected to have a material impact on Meridian's negotiating posture with respect to several key provisions of the MDLA. In particular:

• MFN Pricing Resistance. Meridian and Breckenridge are likely to resist granting Quorum an MFN pricing clause because an MFN commitment could constrain Meridian's ability to set differentiated pricing for future customers, potentially compressing margins and undermining Meridian's revenue growth narrative for prospective IPO investors. An MFN clause disclosed in the IPO registration statement could also invite scrutiny from underwriters and analysts regarding the sustainability of Meridian's pricing power.

• Derived-Data Commercialization Restrictions. Meridian and Breckenridge are expected to push for restrictive license-back or revenue-sharing provisions on Derived Data created by Quorum from Meridian's licensed data. From Breckenridge's perspective, broad derived-data commercialization rights granted to a licensee could be perceived as diluting the exclusivity and competitive value of Meridian's core data assets—a narrative that would be unfavorable in an IPO context.

• Prolonged Negotiations. The involvement of Breckenridge and its advisors in the approval process for key commercial terms may extend the negotiation timeline beyond what would be typical for a bilateral licensing transaction. Material terms may require review and approval at the Breckenridge investment committee level, adding an additional layer of decision-making and potential delay.

The team should be mindful of these dynamics throughout the negotiation process and should factor them into strategic advice provided to the client regarding negotiating priorities, fallback positions, and timeline management.

D. QuorumScore™ Protection

Quorum's proprietary predictive underwriting model, QuorumScore™, is central to this negotiation and to Quorum's broader business strategy. QuorumScore™ is a machine-learning-based scoring model that generates predictive underwriting scores used to assess risk, price policies, and optimize portfolio composition across Quorum's insurance lines. Quorum has filed a trademark application with the United States Patent and Trademark Office for the QuorumScore™ mark (Serial No. 97/482,116), and the prosecution of that application is being managed by Caldwell & Strauss LLP.

The strategic importance of QuorumScore™ to this engagement cannot be overstated. Quorum has identified QuorumScore™ as a significant revenue growth opportunity, projecting that B2B licensing of QuorumScore™ outputs to third-party insurers, reinsurers, and financial institutions could generate $40–50 million in annual revenue by 2027. The Meridian data feeds are expected to serve as one of several critical inputs to the QuorumScore™ model, which will combine Meridian data with Quorum's proprietary policyholder data, claims experience data, and other third-party data sources to produce scored outputs.

Any contractual obligation in the MDLA that would require Quorum to (a) grant Meridian a license-back to QuorumScore™ outputs, (b) share revenue from QuorumScore™ B2B licensing with Meridian, (c) restrict Quorum's ability to commercialize QuorumScore™ outputs that incorporate or are derived from Meridian data, or (d) provide Meridian with audit or inspection rights over QuorumScore™ algorithms or model architecture, would materially undermine Quorum's business strategy and must be resisted.

Wendy Schultz and Omar Siddiqui will develop a comprehensive IP protection strategy for QuorumScore™ in the context of the MDLA negotiations, in coordination with Caldwell & Strauss LLP (through the client). This strategy should address, at a minimum, the definition of "Derived Data" in the MDLA, the allocation of ownership rights in Derived Data, the distinction between licensed data and independently developed intellectual property, the scope of any audit or inspection rights, and contractual protections against reverse engineering of Quorum's proprietary models. The IP protection strategy memorandum should be prepared and circulated to the team and the client prior to the exchange of initial MDLA drafts (targeted for October 2022).

XII. Matter Administration

The following administrative information should be noted by all team members and used for all time entries, document management, and matter-related activities:

Document Management. All documents generated or received in connection with this matter—including drafts, correspondence, research memoranda, regulatory analysis, and closing deliverables—are to be filed under Matter No. 1025-00008 in the firm's document management system. All team members are responsible for ensuring that documents are properly profiled with the correct matter number, document type, and author/recipient information at the time of creation or receipt. Draft documents should be clearly marked as "DRAFT" and should include a version number and date.

Privilege. All internal memoranda, attorney work product, and client communications generated in connection with this matter are subject to the protections of the attorney-client privilege and the work product doctrine. Team members should exercise care to maintain the privileged and confidential nature of these materials, including by refraining from forwarding privileged communications to non-privileged recipients, marking all privileged documents with appropriate privilege legends, and consulting with the Responsible Partner before disclosing any privileged materials to third parties.

Time Entry. All timekeepers assigned to this matter are required to record their time contemporaneously using Matter No. 1025-00008 and the applicable task codes established for this engagement. Timekeepers should use sufficiently detailed narrative descriptions to enable meaningful pre-bill review and to comply with the client's outside counsel guidelines (to be provided by Gregory Stahl). All time entries should be submitted on a daily basis in accordance with the firm's standard timekeeping policies.

XIII. Distribution

This memorandum is for internal use only and is not for distribution to the client or to any outside parties.

A file copy of this memorandum will be retained in the C&H matter files under Matter No. 1025-00008.

Copies of this memorandum are being distributed to the following individuals:

• Leonard Cross, Partner

• Nathaniel Bower, Partner

• Wendy Schultz, Associate

• Omar Siddiqui, Associate

• Patricia Heng, Senior Counsel

• David Cartwright, Partner

• Lisa Johannsen, Associate

• Marcus Weill, Associate

— End of Memorandum —

CONFIDENTIAL — INTERNAL USE ONLY Calderwood & Harkness LLP — C&H Matter No. 1025-00008

Field	Detail
Full Legal Name	Quorum Insurance Holdings Corp.
Short Name / Matter Alias	Quorum; QIH
Entity Type	Corporation
Jurisdiction of Incorporation	Delaware
DE Entity File No.	7234819
EIN	83-2147605
Headquarters Address	1200 Atlantic Street, Suite 3400, Stamford, CT 06901
Registered Agent (Delaware)	National Registered Agents of Delaware, Inc. ("NRAD"), 1209 Orange Street, Wilmington, DE 19801
Public/Private	Publicly traded; Nasdaq: QIHC
Industry	Multi-line insurance carrier and insurance-technology platform operator
Market Cap (approx.)	~$8.9 billion (as of engagement date)
FY 2023 Revenue	$4.18 billion (note: to be updated as financial data becomes available during the engagement)
CEO	Margaret "Meg" Tierney
General Counsel & EVP	Carolyn Whitford
Board Chair	Harrison Kimble
External Auditor	Felton Thorpe & Co. LLP, 185 Asylum Street, Hartford, CT 06103
Field	Detail
Name	Gregory Stahl
Title	Vice President, Legal Affairs, Quorum Insurance Holdings Corp.
Role	Day-to-day legal contact and billing contact for all C&H invoices and matter communications
Address	1200 Atlantic Street, Suite 3400, Stamford, CT 06901
Field	Detail
Full Legal Name	Meridian Credit intelligence, Inc.
Short Name	Meridian; MCI

Entity Type	Corporation
Jurisdiction of Incorporation	Georgia
GA Control No.	22049371
EIN	58-3891274
Headquarters Address	3300 Peachtree Road NE, Suite 2100, Atlanta, GA 30326
Registered Agent (Georgia)	Peach State Corporate Services LLC ("PSCS"), 315 W. Ponce de Leon Ave, Decatur, GA 30030
Public/Private	Privately held
Industry	Consumer and commercial credit bureau, data analytics
Majority Owner	Breckenridge Capital Partners Fund IV, L.P. (62.5% ownership)
GP of Majority Owner	Breckenridge Capital Management LLC, 600 Lexington Avenue, 28th Floor, New York, NY 10022
CEO	Vincent "Vince" Halstead
General Counsel	Arthur Pennington
External Auditor	Galloway Nash LLP, 191 Peachtree Street NE, Suite 4000, Atlanta, GA 30303
Field	Detail
Firm	Kessler Pruitt & Ashe LLP ("KP&A")
Headquarters	1180 Peachtree Street NE, Suite 3000, Atlanta, GA 30309
New York Office	51 Madison Avenue, 22nd Floor, New York, NY 10010
Lead Partner	Graham Whitley (Technology & Licensing)
Associates	Nina Chastain; Derek Fontaine
Timekeeper	Role	Hourly Rate
Leonard Cross	Responsible Partner	$1,475/hour
Nathaniel Bower	Billing Partner	$1,425/hour
Patricia Heng	Senior Counsel (Technology Transactions)	$1,175/hour
David Cartwright	Partner (Data Privacy & Cybersecurity)	$1,350/hour
Wendy Schultz	Lead Associate (IP)	$895/hour

Omar Siddiqui	Working Associate (IP)	$725/hour
Lisa Johannsen	Associate (Data Privacy & Cybersecurity)	$750/hour
Marcus Weill	Associate (Corporate/Commercial)	$695/hour
Target Date	Milestone
August 15, 2022	Execution of Mutual NDA (NDA-QIH-MCI-2022-001)
September 2022	Exchange of term sheets between the parties
October 2022	Exchange of initial MDLA drafts
Q4 2022	Comprehensive redline exchange; commence substantive negotiations on key terms
Q1–Q2 2023	In-person negotiation sessions; resolve open issues (MFN, derived data ownership, dispute resolution)
Q2–Q3 2023 (target)	Finalize MDLA, Data Security Addendum ("DSA"), Service Level Agreement ("SLA"), and ancillary documents
Q3 2023 (target)	Obtain Standish National Bank lender consent/waiver under Section 7.12(b) of the credit agreement
Q3–Q4 2023 (target)	Board authorization; assembly of closing deliverables; execution of definitive agreements
Field	Detail
Matter Number	C&H Matter No. 1025-00008
Engagement Letter Date	August 8, 2022
Engagement Letter Signatory (Client)	Carolyn Whitford, General Counsel & EVP, Quorum Insurance Holdings Corp.

CONFIDENTIAL — INTERNAL USE ONLY
CALDERWOOD & HARKNESS LLP 425 Park Avenue New York, New York 10022
INTERNAL MEMORANDUM — MATTER OPENING
August 8, 2022
TO: File / Office of General Counsel, Calderwood & Harkness LLP
FROM: Leonard Cross, Partner; Nathaniel Bower, Partner
RE: Matter Opening — Quorum Insurance Holdings Corp. / Meridian Credit intelligence, Inc. Data Licensing Transaction
MATTER NUMBER: C&H Matter No. 1025-00008
I. Purpose
This memorandum establishes C&H Matter No. 1025-00008 in the firm's matter management system and records all essential administrative, staffing, billing, and conflict-clearance information for the representation of Quorum Insurance Holdings Corp. ("Quorum" or "QIH") in connection with the negotiation and documentation of a five-year enterprise data-licensing arrangement with Meridian Credit intelligence, Inc. ("Meridian" or "MCI").
The engagement letter for this matter was executed as of August 8, 2022, by Carolyn Whitford, General Counsel & Executive Vice President of Quorum Insurance Holdings Corp. The engagement letter sets forth the scope of the representation, the applicable fee arrangement, and the responsibilities of both the firm and the client in connection with this transaction. This memorandum supplements the engagement letter by providing the internal administrative detail necessary to properly open, staff, budget, and track the matter within the firm's systems.
All timekeepers assigned to this matter should review this memorandum in its entirety and direct any questions regarding scope, staffing, billing protocols, or conflict considerations to Leonard Cross (Responsible Partner) or Nathaniel Bower (Billing Partner).
II. Client Information
A. Client Identity
The client for this matter is Quorum Insurance Holdings Corp., a Delaware corporation that is publicly traded on the Nasdaq Stock Market under the ticker symbol QIHC. Set forth below is a summary of identifying information for the client:
Quorum is a diversified multi-line insurance carrier with operations spanning property and casualty, life, and specialty insurance lines. In addition to its core underwriting operations, Quorum operates a growing insurance-technology platform that leverages proprietary data analytics and machine learning models—most notably its QuorumScore™ predictive underwriting tool—to drive pricing accuracy, risk selection, and operational efficiency across its business segments. The data-licensing transaction that is the subject of this engagement is a significant strategic initiative for Quorum, as the licensed Meridian data is expected to serve as a core input to Quorum's automated underwriting models and analytics infrastructure.
B. Client Billing Contact
All firm invoices and billing-related correspondence for this matter should be directed to the following individual:
Mr. Stahl has been designated by Quorum's General Counsel as the primary point of contact for all routine matter communications, invoice delivery, and administrative inquiries. All invoices should be submitted in accordance with the invoicing procedures set forth in Section VI below and should reference C&H Matter No. 1025-00008 and the client's internal matter reference number (to be provided by Mr. Stahl upon commencement of the engagement). Questions regarding billing or invoice adjustments should be directed to Mr. Stahl in the first instance, with escalation to Carolyn Whitford as necessary.
C. Additional Key Client Contacts
In addition to Ms. Whitford and Mr. Stahl, the following Quorum personnel have been identified as key contacts for this transaction and may participate in negotiations, diligence, and document review in their respective capacities:
• Rajesh Anand — Chief Data Officer. Mr. Anand serves as the data strategy lead for the transaction and is responsible for defining Quorum's requirements with respect to data scope, quality, delivery frequency, and integration architecture. He will be a primary interlocutor on the technical and data-specification aspects of the license agreement and associated schedules.
• Diane Lowell — Senior Vice President, Underwriting Analytics. Ms. Lowell is the internal business sponsor for the Meridian data-licensing initiative. She is accountable for demonstrating the return on investment of the licensed data within Quorum's underwriting operations and will provide input on the use-case restrictions, permitted purposes, and derived-data provisions of the agreement.
• Thomas Ng — Vice President, Enterprise Procurement. Mr. Ng leads Quorum's procurement function and will coordinate the commercial negotiation of pricing, volume commitments, most favored nation protections, and renewal/termination mechanics. He will also interface with Pinnacle Ridge Advisory LLC, Quorum's external pricing benchmark consultant.
• Priya Nair — Director, Data Engineering. Ms. Nair is the technical integration lead responsible for the design, testing, and deployment of data feeds between Meridian's systems and Quorum's data lake and analytics platform. She will be a primary reviewer of the implementation plan, technical schedules, service-level specifications, and data delivery protocols.
• Claudia Reeves — Vice President, Regulatory & Compliance. Ms. Reeves oversees Quorum's insurance regulatory compliance function and will provide input on the regulatory dimensions of the transaction, including state insurance data-security requirements, FCRA permissible purpose certifications, GLBA safeguards, and any required insurance department notifications. She will coordinate with David Cartwright and Lisa Johannsen on the firm's privacy and cybersecurity workstreams.
The firm's team should copy Mr. Stahl on all external correspondence and deliverables sent to any of the above contacts unless otherwise directed by Ms. Whitford.
III. Counterparty Information
A. Principal Counterparty
The counterparty to the contemplated data-licensing transaction is Meridian Credit intelligence, Inc., a privately held Georgia corporation. Set forth below is a summary of identifying information for the counterparty:
Meridian is a consumer and commercial credit bureau that maintains extensive databases of consumer credit files, business credit and firmographic records, and alternative data signals. Meridian competes in the broader credit data and analytics market alongside the major national credit bureaus, differentiating itself through its proprietary alternative data assets and analytics capabilities. Meridian is majority-owned by Breckenridge Capital Partners Fund IV, L.P., a private equity fund managed by Breckenridge Capital Management LLC. As discussed further in Section XI.C below, Meridian and its private equity sponsor are reported to be exploring a potential initial public offering on a timeline of approximately 2025–2026, a factor that may influence Meridian's negotiating posture on key commercial terms, including most favored nation pricing and derived-data commercialization rights.
B. Counterparty's Outside Counsel
Meridian has retained the following law firm to represent it in connection with the data-licensing transaction:
Graham Whitley is the lead partner at KP&A for this matter and maintains an active technology licensing practice. Mr. Whitley is based in KP&A's Atlanta headquarters but is expected to participate in New York-based negotiation sessions at KP&A's New York office. All correspondence to counterparty's counsel should be directed to Mr. Whitley with copies to Ms. Chastain and Mr. Fontaine unless otherwise agreed between the parties' respective counsel.
C. Other Relevant Third Parties
The following additional third parties have been identified as relevant to this transaction and should be noted in the matter file for reference purposes:
Breckenridge Capital Partners Fund IV, L.P. / Breckenridge Capital Management LLC. Breckenridge Capital Partners Fund IV, L.P. is the majority equity owner of Meridian, holding approximately 62.5% of Meridian's outstanding equity. The general partner of Fund IV is Breckenridge Capital Management LLC, a New York–based private equity firm located at 600 Lexington Avenue, 28th Floor, New York, NY 10022. The Managing Partner of Breckenridge Capital Management is Elaine Drummond. The partner at Breckenridge responsible for overseeing the Meridian portfolio investment is Caleb Rourke. As Meridian's controlling shareholder, Breckenridge is expected to exercise significant influence over Meridian's negotiating positions and board-level approvals, particularly with respect to terms that could affect Meridian's valuation in connection with a potential future IPO.
Whitmore Zanthor & Co. Whitmore Zanthor & Co. is Meridian's investment bank and is advising Meridian and Breckenridge on a potential IPO of Meridian's common stock, targeted for the 2025–2026 timeframe. Whitmore Zanthor is located at 383 Madison Avenue, New York, NY 10179. The Managing Director on the Meridian engagement is Rachel Ng-Castillo. Although Whitmore Zanthor is not a direct party to the data-licensing transaction, its IPO advisory role makes it a relevant stakeholder whose interests and guidance may be reflected in Meridian's negotiating priorities, particularly on pricing exclusivity and data-rights provisions.
Pinnacle Ridge Advisory LLC. Pinnacle Ridge Advisory LLC is a data-strategy consulting firm retained by Quorum to perform an independent assessment of Meridian's data quality, benchmark the proposed license pricing against comparable credit-data licensing arrangements in the market, and advise on derived-data commercial strategies. Pinnacle Ridge is located at 200 Clarendon Street, Suite 4400, Boston, MA 02116. The Managing Director leading the Quorum engagement is Franklin Osei. Pinnacle Ridge's pricing benchmark study is expected to be a critical input to Quorum's negotiating position on most favored nation pricing and volume-based fee adjustments.
Caldwell & Strauss LLP. Caldwell & Strauss LLP is Quorum's longstanding outside intellectual property counsel. The firm is located at 100 Pearl Street, Hartford, CT 06103. The partner contact for this matter is Angela Firth. Caldwell & Strauss is not billing on this matter and is not expected to appear in a primary role; rather, Ms. Firth and her team will provide background guidance to Quorum's in-house team regarding existing IP portfolio implications, prosecution status of the QuorumScore™ trademark application, and related derived-data ownership positions. The C&H team should coordinate with Ms. Firth as described in Section X below with respect to any IP issues arising from the MDLA negotiations.
Standish National Bank, N.A. Standish National Bank, N.A. is Quorum's primary lender under a $1.2 billion revolving credit facility governed by the Amended and Restated Credit Agreement dated June 15, 2021, among Quorum, Standish National Bank, N.A. (as Administrative Agent), and the lenders party thereto. Standish is located at 280 Congress Street, Boston, MA 02210. The Relationship Manager for the Quorum account is Philip Yardley. As discussed in greater detail in Section XI.A below, the credit agreement includes a negative covenant at Section 7.12(b) that requires Quorum to obtain the prior written consent of the Required Lenders before entering into any intellectual property license exceeding $25,000,000 in aggregate value, making lender consent a condition precedent to closing the Meridian MDLA.
IV. Scope of Engagement
Calderwood & Harkness has been retained by Quorum Insurance Holdings Corp. to represent it in connection with the negotiation and documentation of a five-year enterprise data-licensing arrangement with Meridian Credit intelligence, Inc. The scope of the engagement, as set forth in the engagement letter dated August 8, 2022, encompasses the following principal workstreams and deliverables:
Transaction Structure and Commercial Terms. The core transaction contemplated by the parties involves a Master Data License Agreement ("MDLA") pursuant to which Meridian will grant Quorum a non-exclusive, enterprise-wide license to access, ingest, and use certain Meridian data products in connection with Quorum's insurance underwriting, claims-fraud detection, and customer analytics operations. The initial term of the MDLA is five years, with a total deal value of $60,000,000 over the initial term, structured as follows:
• Year 1: $10,800,000
• Year 2: $12,300,000
• Year 3: $12,300,000
• Year 4: $12,300,000
• Year 5: $12,300,000
• Total (Initial Term): $60,000,000
In addition to the foregoing license fees, Quorum will pay a one-time implementation and integration fee of $1,500,000, which is outside the $60,000,000 license value and covers Meridian's costs associated with technical onboarding, data feed configuration, testing, and initial data delivery.
Licensed Data Products. The MDLA will cover three principal Meridian data products:
• MCI Consumer Credit File™ — Approximately 310 million consumer credit records, encompassing traditional credit attributes, trade line histories, and payment performance data.
• MCI CommercialView™ — Approximately 42 million business credit and firmographic records, including commercial credit scores, financial performance indicators, and entity-level risk attributes.
• MCI AltSignal™ — Approximately 85 million consumer alternative data records, including utility payment histories, rental payment records, telecommunications data, and other non-traditional credit signals.
Business Purpose and Permitted Uses. Quorum intends to ingest Meridian's data feeds to enhance its automated underwriting models, claims-fraud detection algorithms, and customer propensity scoring across its property and casualty, life, and specialty insurance lines. The permitted use provisions of the MDLA will need to be carefully drafted to ensure that Quorum retains the flexibility to deploy Meridian data across all of its current and future business lines and analytics applications, while remaining compliant with applicable regulatory requirements and Meridian's data-furnisher obligations.
Key Open and Contested Issues. At the time of matter opening, the following issues have been identified as likely to be the most significant points of negotiation between the parties:
(a) Most Favored Nation Pricing. Quorum will seek the inclusion of a most favored nation ("MFN") pricing clause in the MDLA that would require Meridian to extend to Quorum any more favorable pricing terms offered to similarly situated licensees during the term of the agreement. Meridian is expected to resist an MFN clause, as it could constrain Meridian's pricing flexibility with other customers and create complications for Meridian's IPO valuation narrative. Pinnacle Ridge Advisory's pricing benchmark study will inform Quorum's negotiating position on MFN structure and scope.
(b) Derived Data Ownership and Commercialization. Quorum's position is that it should own—free and clear of any Meridian claims or encumbrances—all Derived Data generated by Quorum through the application of its proprietary models and algorithms to Meridian's licensed data. This issue is of particular strategic importance because of QuorumScore™, Quorum's proprietary predictive underwriting model (USPTO application pending, Serial No. 97/482,116), which generates scored outputs that Quorum intends to commercialize on a business-to-business basis. Quorum projects that QuorumScore™ B2B licensing revenue could reach $40–50 million annually by 2027. Any contractual restriction on Quorum's ability to commercialize QuorumScore™ outputs, or any requirement to share revenue with Meridian on Derived Data, would materially undermine Quorum's strategic objectives for this transaction. Meridian is expected to argue that outputs derived from its licensed data should be subject to restrictive license-back or revenue-sharing provisions.
(c) Dispute Resolution Mechanism. The parties are expected to disagree on the appropriate dispute resolution mechanism. Quorum's preference is for litigation in the courts of the State of New York (with consent to jurisdiction in the Supreme Court of the State of New York, New York County, and the United States District Court for the Southern District of New York). Meridian may advocate for binding arbitration, which could limit Quorum's ability to obtain injunctive relief and reduce transparency.
(d) Standish National Bank Lender Consent. As discussed in greater detail in Section XI.A below, Quorum's $1.2 billion revolving credit facility with Standish National Bank, N.A. includes a negative covenant at Section 7.12(b) that requires the prior written consent of the Required Lenders for any intellectual property license exceeding $25,000,000 in aggregate value. The $60,000,000 total value of the MDLA exceeds this threshold by $35,000,000 (representing 240% of the $25 million covenant threshold). Accordingly, obtaining lender consent or a waiver under Section 7.12(b) is a condition precedent to closing the MDLA.
Governing Law. The MDLA and all ancillary agreements will be governed by the laws of the State of New York, without regard to conflicts-of-law principles.
Engagement Letter. The engagement letter for this matter is dated August 8, 2022, and was signed on behalf of Quorum by Carolyn Whitford, General Counsel & Executive Vice President. A copy of the executed engagement letter is maintained in the matter file.
V. Staffing
The following attorneys have been assigned to this matter and are authorized to record time against C&H Matter No. 1025-00008. Each team member's role and responsibilities are described below.
A. Responsible Partner
Leonard Cross — Partner, Tax Practice Group, Calderwood & Harkness LLP, New York office.
Mr. Cross will serve as the Responsible Partner for this matter. In that capacity, he will provide overall matter supervision, maintain the primary client relationship with Quorum's General Counsel (Carolyn Whitford), and ensure that the engagement is conducted in accordance with the firm's policies and the terms of the engagement letter. Mr. Cross will participate in key negotiation sessions and will be the final reviewer of all material deliverables prior to transmission to the client.
B. Billing Partner
Nathaniel Bower — Partner, Bankruptcy & Restructuring Practice Group, Calderwood & Harkness LLP, New York office.
Mr. Bower will serve as the Billing Partner for this matter. He is responsible for all billing, invoicing, and fee arrangement administration, including monitoring actual time and expenses against the soft cap described in Section VI below, reviewing monthly pre-bills, and resolving any billing questions raised by the client's billing contact, Gregory Stahl. Mr. Bower will coordinate with Leonard Cross on any adjustments to the fee arrangement during the course of the engagement.
C. Lead Associate
Wendy Schultz — Associate, intellectual Property Practice Group, Calderwood & Harkness LLP, New York office.
Ms. Schultz will carry primary day-to-day responsibility for the negotiation and documentation of the MDLA and related transaction documents. She will serve as the lead drafter for the MDLA redlines, the MFN clause, and the derived-data and intellectual property ownership provisions that are central to Quorum's negotiating position. Ms. Schultz will manage the document drafting and exchange process with counterparty's counsel (KP&A) and will be the primary point of contact for the client's day-to-day legal contact, Gregory Stahl, on substantive drafting matters.
D. Working Associate
Omar Siddiqui — Associate, intellectual Property Practice Group, Calderwood & Harkness LLP, New York office.
Mr. Siddiqui will support Wendy Schultz on the intellectual property and derived-data analysis, including research on market-standard derived-data definitions and ownership structures in comparable data-licensing transactions. He will also assist with the drafting of technical schedules (data product descriptions, delivery specifications, permitted use schedules) and negotiation correspondence. Mr. Siddiqui will coordinate with Quorum's technical team (Rajesh Anand, Priya Nair) on data specification and integration matters.
E. Additional Team Members
The following additional attorneys will contribute to the matter in specialized roles as described below:
Patricia Heng — Senior Counsel, Technology Transactions, Calderwood & Harkness LLP, New York office. Ms. Heng will serve as a subject-matter advisor to the team on data-licensing market practice, service-level agreement ("SLA") structuring, and MFN clause enforceability and market precedent. Drawing on her extensive experience in enterprise technology and data-licensing transactions, Ms. Heng will provide guidance on market-standard approaches to key contractual provisions, including termination and wind-down mechanics, data return and destruction obligations, and limitation of liability frameworks. Ms. Heng's involvement is expected to be most intensive during the initial drafting phase and during resolution of contested commercial terms.
David Cartwright — Partner, Data Privacy & Cybersecurity, Calderwood & Harkness LLP, New York office. Mr. Cartwright will be responsible for the privacy and data-security regulatory overlay for the transaction. This workstream encompasses analysis of the Fair Credit Reporting Act ("FCRA"), the Gramm-Leach-Bliley Act ("GLBA"), the California Consumer Privacy Act and the California Privacy Rights Act ("CCPA/CPRA"), the New York Department of Financial Services Cybersecurity Regulation (23 NYCRR Part 500), and applicable multi-state insurance data-security regulations. Mr. Cartwright will lead the drafting of the Data Security Addendum ("DSA") to the MDLA and will provide guidance on permissible purpose certifications, data-use restrictions, and regulatory notification obligations.
Lisa Johannsen — Associate, Data Privacy & Cybersecurity, Calderwood & Harkness LLP, New York office. Ms. Johannsen will support David Cartwright on the privacy regulatory analysis, including detailed research on CCPA/CPRA compliance requirements applicable to the licensed data, preparation of the Data Processing Agreement ("DPA"), and drafting of FCRA permissible purpose certification language. Ms. Johannsen will also coordinate with Quorum's VP, Regulatory & Compliance (Claudia Reeves) on state-specific insurance data-security compliance matters.
Marcus Weill — Associate, Corporate/Commercial, Calderwood & Harkness LLP, New York office. Mr. Weill will handle ancillary corporate and commercial matters arising in connection with the transaction, including management of the Standish National Bank lender consent/waiver process under Section 7.12(b) of Quorum's credit agreement, preparation of board resolutions and officer's certificates required for transaction authorization, assembly and maintenance of the closing checklist, and tracking of conditions precedent to closing. Mr. Weill will coordinate with Philip Yardley (Standish Relationship Manager) on the lender consent timeline and documentation requirements.
F. Office Allocation
The primary office handling this matter is the firm's New York office at 425 Park Avenue, New York, NY 10022. All principal drafting, negotiation, and client management activities will be conducted from the New York office.
Support from the firm's Stamford, Connecticut office (1 Landmark Square, Suite 1800, Stamford, CT 06901) may be utilized on an as-needed basis, given the proximity of the Stamford office to Quorum's headquarters at 1200 Atlantic Street, Stamford, CT 06901. In-person meetings with Quorum's in-house team at Quorum's offices may be supported from the Stamford office as scheduling requires.
VI. Fee Arrangement and Billing
A. Fee Structure
The engagement will be conducted on an hourly-rate basis, subject to a soft cap of $1,800,000 for the negotiation and documentation phase of the engagement. The soft cap represents a budgetary target agreed upon with the client for purposes of fee predictability and is not intended to function as a hard fee ceiling or a fixed-fee arrangement. In the event that the firm anticipates exceeding the soft cap—whether due to extended negotiations, unanticipated regulatory complexity, or other factors—Leonard Cross or Nathaniel Bower will promptly discuss the situation with Carolyn Whitford and Gregory Stahl prior to incurring fees in excess of the cap. Any agreement to modify or exceed the soft cap will be documented in writing.
B. Hourly Rate Schedule
The following hourly rates will apply to all time recorded against this matter:
The above rates are consistent with the firm's standard rate schedule for 2022. Any adjustments to hourly rates during the course of the engagement (including annual rate increases effective January 1, 2023, or January 1, 2024, if the engagement extends into those calendar years) will be communicated to the client in advance in accordance with the terms of the engagement letter.
C. Invoicing and Payment Terms
Invoices will be issued on a monthly basis, reflecting all fees and disbursements incurred during the preceding calendar month. Invoices will be prepared by the billing department under the supervision of Nathaniel Bower and will be reviewed against pre-bills before issuance to the client.
Payment is due net thirty (30) days from the date of each invoice. All invoices should reference C&H Matter No. 1025-00008 and should be directed to the client billing contact:
Gregory Stahl Vice President, Legal Affairs Quorum Insurance Holdings Corp. 1200 Atlantic Street, Suite 3400 Stamford, CT 06901
Any invoice inquiries or disputes should be directed to Mr. Stahl in the first instance, with escalation to Nathaniel Bower on the firm side.
VII. Conflicts Clearance
A comprehensive conflicts check was completed and cleared as of August 5, 2022. The conflicts check was conducted in accordance with the firm's standard conflicts clearance procedures and covered all parties and affiliates identified in Sections II and III of this memorandum, including the following entities:
• Quorum Insurance Holdings Corp.
• Meridian Credit intelligence, Inc.
• Breckenridge Capital Partners Fund IV, L.P.
• Breckenridge Capital Management LLC
• Related entities and affiliates of the foregoing
The conflicts check confirmed that the firm has no current or recent adverse representations involving any of the above-listed entities. A separate Conflicts Check Memorandum dated August 5, 2022, documenting the results of the clearance process, has been prepared and filed in the matter records. Any questions regarding the conflicts clearance should be directed to the Office of General Counsel.
All timekeepers assigned to this matter should promptly notify the Responsible Partner and the Office of General Counsel if they become aware of any facts or circumstances that could give rise to a conflict of interest during the course of the engagement, including but not limited to any new engagements involving Meridian, Breckenridge, or their respective affiliates.
VIII. Mutual NDA Status
A Mutual Non-Disclosure Agreement between Quorum and Meridian is expected to be executed imminently. The NDA has been assigned Reference No. NDA-QIH-MCI-2022-001 for internal tracking purposes.
Meridian's counsel (KP&A) circulated Meridian's standard form mutual NDA on August 2, 2022. Calderwood & Harkness is currently preparing revisions to Meridian's form NDA to address certain provisions that require modification, including the definition of "Confidential Information" to ensure adequate protection of Quorum's proprietary analytics methodologies and QuorumScore™-related information, the scope of permitted disclosure to third-party advisors (including Pinnacle Ridge Advisory), and the remedies provisions (including the availability of injunctive relief without the requirement of posting a bond).
The revised NDA is expected to be transmitted to KP&A during the week of August 12, 2022, with a target execution date of August 15, 2022. Until the NDA is fully executed, all confidential information exchanged between the parties should be treated as subject to the protections set forth in the preliminary confidentiality undertaking exchanged between counsel on August 3, 2022.
Wendy Schultz is responsible for tracking the NDA execution process and ensuring that the fully executed NDA is filed in the matter records promptly upon execution.
IX. Key Milestones and Anticipated Timeline
The following table sets forth the key milestones and target dates for the engagement as currently contemplated. This timeline is preliminary and is subject to adjustment based on the pace of negotiations with Meridian and its counsel, Kessler Pruitt & Ashe LLP, as well as the availability of client stakeholders and the timeline for obtaining lender consent from Standish National Bank.
The team should note that the timeline above reflects the current best estimate based on preliminary discussions with the client. Several factors may cause the timeline to shift, including the complexity and duration of MFN and derived-data negotiations, the lender consent process with Standish National Bank, regulatory compliance analysis and any resulting modifications to deal structure, and the pace of Meridian's internal approvals (which may be influenced by Breckenridge Capital's review and the IPO planning process). The Responsible Partner will provide periodic updates to the team on any material changes to the anticipated timeline.
X. Coordination with Other Advisors
The following third-party advisors are engaged by Quorum in connection with this transaction or have a coordination role relevant to the firm's work. All team members should be aware of these advisory relationships to avoid duplication of effort and to ensure appropriate information sharing within the bounds of privilege and confidentiality.
Caldwell & Strauss LLP (Angela Firth). Caldwell & Strauss LLP is Quorum's longstanding outside intellectual property counsel and has extensive institutional knowledge of Quorum's IP portfolio, including the prosecution history and strategy for the QuorumScore™ trademark (USPTO Serial No. 97/482,116) and related trade secret protections. Ms. Firth and her team will coordinate with C&H on existing IP portfolio implications, derived-data IP ownership positions, and any issues arising from the MDLA negotiations that could affect Quorum's broader IP strategy. Caldwell & Strauss is not billing on this matter and will provide its guidance directly to Quorum's in-house team; however, the C&H team (principally Wendy Schultz and Omar Siddiqui) should proactively coordinate with Ms. Firth through the client (with Mr. Stahl's facilitation) to ensure alignment on the derived-data ownership and commercialization provisions and to obtain background information regarding the QuorumScore™ prosecution status as needed for drafting purposes.
Pinnacle Ridge Advisory LLC (Franklin Osei). Pinnacle Ridge Advisory LLC has been retained by Quorum to perform an independent data-quality assessment of Meridian's data feeds, benchmark the proposed license pricing against comparable credit-data licensing arrangements available in the market, and advise on the commercial strategy for derived-data monetization. Mr. Osei's pricing benchmark study is expected to be a critical input to Quorum's negotiating position on the MFN clause, volume-based fee adjustments, and the overall economic framework of the MDLA. The firm's team should coordinate with Mr. Osei through Thomas Ng (Quorum's VP, Enterprise Procurement) to ensure that the Pinnacle Ridge analysis is completed on a timeline that supports the exchange of term sheets targeted for September 2022. Any Pinnacle Ridge deliverables received by the firm should be treated as confidential client materials and filed under Matter No. 1025-00008.
XI. Special Considerations and Risk Flags
The following matters have been identified at the outset of the engagement as presenting heightened complexity, risk, or strategic sensitivity. All team members should give particular attention to these issues throughout the engagement.
A. Standish National Bank Covenant
Quorum's $1.2 billion revolving credit facility with Standish National Bank, N.A., governed by the Amended and Restated Credit Agreement dated June 15, 2021 (as amended, the "Credit Agreement"), among Quorum, Standish National Bank, N.A. (as Administrative Agent), and the lenders party thereto, includes a negative covenant at Section 7.12(b) that requires the prior written consent of the Required Lenders (as defined in the Credit Agreement) before Quorum may enter into any intellectual property license that would impose aggregate payment obligations in excess of $25,000,000 over the term of such license.
The aggregate license fees payable under the contemplated MDLA total $60,000,000 over the five-year initial term, exceeding the Section 7.12(b) threshold by $35,000,000. This represents 240% of the $25,000,000 covenant threshold. Accordingly, the execution and delivery of the MDLA will constitute an event requiring prior written consent of the Required Lenders under Section 7.12(b), and obtaining such consent (or, alternatively, a waiver of the covenant to the extent applicable) is a condition precedent to closing.
Marcus Weill will lead the lender consent/waiver process in coordination with Quorum's in-house team and Philip Yardley, the Standish Relationship Manager. Early engagement with Mr. Yardley is recommended in order to socialize the transaction with the lender group, understand the consent/waiver process and timeline requirements, and identify any lender concerns that may affect the timing or structure of the MDLA. The team should anticipate that the consent process may require preparation of a consent solicitation package, an officer's certificate, and a detailed summary of the MDLA's material terms for distribution to the lender group. Marcus Weill should begin preparing a draft consent request and accompanying materials no later than Q2 2023, in advance of the Q3 2023 target for obtaining consent.
B. Regulatory Complexity
The transaction implicates a complex and overlapping set of federal and state regulatory regimes governing the use, processing, and protection of consumer credit data, financial data, and insurance-related data. The principal regulatory frameworks applicable to this engagement include the following:
• Fair Credit Reporting Act ("FCRA"): Meridian, as a consumer reporting agency, is subject to the FCRA. Quorum's receipt and use of Meridian's consumer credit data will be subject to FCRA permissible purpose requirements. The MDLA must include appropriate permissible purpose certifications, restrictions on Quorum's use and redissemination of consumer report data, and dispute-resolution procedures consistent with FCRA requirements.
• Gramm-Leach-Bliley Act ("GLBA"): As an insurance carrier, Quorum is subject to GLBA's privacy and safeguards requirements. The ingestion and use of Meridian's data must comply with GLBA limitations on the use and sharing of nonpublic personal information.
• California Consumer Privacy Act / California Privacy Rights Act ("CCPA/CPRA"): To the extent that the licensed data includes personal information of California residents, the transaction must be structured to comply with CCPA/CPRA requirements, including service provider and contractor obligations, consumer rights provisions, and data processing limitations.
• New York Department of Financial Services Cybersecurity Regulation (23 NYCRR Part 500): As a regulated financial services entity, Quorum is subject to the DFS cybersecurity regulation, which imposes requirements on the protection of nonpublic information, third-party service provider security assessments, and incident response planning. The Data Security Addendum to the MDLA must be drafted to ensure compliance with 23 NYCRR Part 500.
• Multi-State Insurance Data-Security Regulations: Quorum's operations across multiple states subject it to a patchwork of state-specific insurance data-security laws and regulations, many of which are modeled on the NAIC Insurance Data Security Model Law. Compliance with these state-specific requirements will need to be addressed in the DSA and in Quorum's internal data governance procedures.
David Cartwright and Lisa Johannsen will prepare comprehensive regulatory framework memoranda early in the engagement to identify the specific compliance obligations, draft relevant contractual provisions, and advise the team on any structural modifications that may be necessary to ensure that the MDLA and ancillary documents satisfy all applicable regulatory requirements. These memoranda should be circulated to the full team and to the client (through Claudia Reeves, Quorum's VP, Regulatory & Compliance) for review and comment.
C. Breckenridge / IPO Considerations
As noted in Section III.A above, Meridian is majority-owned (62.5%) by Breckenridge Capital Partners Fund IV, L.P. Breckenridge acquired its controlling stake in Meridian as a portfolio investment and is actively exploring an exit strategy that may include an initial public offering of Meridian's common stock, targeted for the 2025–2026 timeframe. Whitmore Zanthor & Co. has been retained as Meridian's investment bank and IPO advisor.
The IPO planning process is expected to have a material impact on Meridian's negotiating posture with respect to several key provisions of the MDLA. In particular:
• MFN Pricing Resistance. Meridian and Breckenridge are likely to resist granting Quorum an MFN pricing clause because an MFN commitment could constrain Meridian's ability to set differentiated pricing for future customers, potentially compressing margins and undermining Meridian's revenue growth narrative for prospective IPO investors. An MFN clause disclosed in the IPO registration statement could also invite scrutiny from underwriters and analysts regarding the sustainability of Meridian's pricing power.
• Derived-Data Commercialization Restrictions. Meridian and Breckenridge are expected to push for restrictive license-back or revenue-sharing provisions on Derived Data created by Quorum from Meridian's licensed data. From Breckenridge's perspective, broad derived-data commercialization rights granted to a licensee could be perceived as diluting the exclusivity and competitive value of Meridian's core data assets—a narrative that would be unfavorable in an IPO context.
• Prolonged Negotiations. The involvement of Breckenridge and its advisors in the approval process for key commercial terms may extend the negotiation timeline beyond what would be typical for a bilateral licensing transaction. Material terms may require review and approval at the Breckenridge investment committee level, adding an additional layer of decision-making and potential delay.
The team should be mindful of these dynamics throughout the negotiation process and should factor them into strategic advice provided to the client regarding negotiating priorities, fallback positions, and timeline management.
D. QuorumScore™ Protection
Quorum's proprietary predictive underwriting model, QuorumScore™, is central to this negotiation and to Quorum's broader business strategy. QuorumScore™ is a machine-learning-based scoring model that generates predictive underwriting scores used to assess risk, price policies, and optimize portfolio composition across Quorum's insurance lines. Quorum has filed a trademark application with the United States Patent and Trademark Office for the QuorumScore™ mark (Serial No. 97/482,116), and the prosecution of that application is being managed by Caldwell & Strauss LLP.
The strategic importance of QuorumScore™ to this engagement cannot be overstated. Quorum has identified QuorumScore™ as a significant revenue growth opportunity, projecting that B2B licensing of QuorumScore™ outputs to third-party insurers, reinsurers, and financial institutions could generate $40–50 million in annual revenue by 2027. The Meridian data feeds are expected to serve as one of several critical inputs to the QuorumScore™ model, which will combine Meridian data with Quorum's proprietary policyholder data, claims experience data, and other third-party data sources to produce scored outputs.
Any contractual obligation in the MDLA that would require Quorum to (a) grant Meridian a license-back to QuorumScore™ outputs, (b) share revenue from QuorumScore™ B2B licensing with Meridian, (c) restrict Quorum's ability to commercialize QuorumScore™ outputs that incorporate or are derived from Meridian data, or (d) provide Meridian with audit or inspection rights over QuorumScore™ algorithms or model architecture, would materially undermine Quorum's business strategy and must be resisted.
Wendy Schultz and Omar Siddiqui will develop a comprehensive IP protection strategy for QuorumScore™ in the context of the MDLA negotiations, in coordination with Caldwell & Strauss LLP (through the client). This strategy should address, at a minimum, the definition of "Derived Data" in the MDLA, the allocation of ownership rights in Derived Data, the distinction between licensed data and independently developed intellectual property, the scope of any audit or inspection rights, and contractual protections against reverse engineering of Quorum's proprietary models. The IP protection strategy memorandum should be prepared and circulated to the team and the client prior to the exchange of initial MDLA drafts (targeted for October 2022).
XII. Matter Administration
The following administrative information should be noted by all team members and used for all time entries, document management, and matter-related activities:
Document Management. All documents generated or received in connection with this matter—including drafts, correspondence, research memoranda, regulatory analysis, and closing deliverables—are to be filed under Matter No. 1025-00008 in the firm's document management system. All team members are responsible for ensuring that documents are properly profiled with the correct matter number, document type, and author/recipient information at the time of creation or receipt. Draft documents should be clearly marked as "DRAFT" and should include a version number and date.
Privilege. All internal memoranda, attorney work product, and client communications generated in connection with this matter are subject to the protections of the attorney-client privilege and the work product doctrine. Team members should exercise care to maintain the privileged and confidential nature of these materials, including by refraining from forwarding privileged communications to non-privileged recipients, marking all privileged documents with appropriate privilege legends, and consulting with the Responsible Partner before disclosing any privileged materials to third parties.
Time Entry. All timekeepers assigned to this matter are required to record their time contemporaneously using Matter No. 1025-00008 and the applicable task codes established for this engagement. Timekeepers should use sufficiently detailed narrative descriptions to enable meaningful pre-bill review and to comply with the client's outside counsel guidelines (to be provided by Gregory Stahl). All time entries should be submitted on a daily basis in accordance with the firm's standard timekeeping policies.
XIII. Distribution
This memorandum is for internal use only and is not for distribution to the client or to any outside parties.
A file copy of this memorandum will be retained in the C&H matter files under Matter No. 1025-00008.
Copies of this memorandum are being distributed to the following individuals:
• Leonard Cross, Partner
• Nathaniel Bower, Partner
• Wendy Schultz, Associate
• Omar Siddiqui, Associate
• Patricia Heng, Senior Counsel
• David Cartwright, Partner
• Lisa Johannsen, Associate
• Marcus Weill, Associate
— End of Memorandum —
CONFIDENTIAL — INTERNAL USE ONLY Calderwood & Harkness LLP — C&H Matter No. 1025-00008
Field | Detail
Full Legal Name | Quorum Insurance Holdings Corp.
Short Name / Matter Alias | Quorum; QIH
Entity Type | Corporation
Jurisdiction of Incorporation | Delaware
DE Entity File No. | 7234819
EIN | 83-2147605
Headquarters Address | 1200 Atlantic Street, Suite 3400, Stamford, CT 06901
Registered Agent (Delaware) | National Registered Agents of Delaware, Inc. ("NRAD"), 1209 Orange Street, Wilmington, DE 19801
Public/Private | Publicly traded; Nasdaq: QIHC
Industry | Multi-line insurance carrier and insurance-technology platform operator
Market Cap (approx.) | ~$8.9 billion (as of engagement date)
FY 2023 Revenue | $4.18 billion (note: to be updated as financial data becomes available during the engagement)
CEO | Margaret "Meg" Tierney
General Counsel & EVP | Carolyn Whitford
Board Chair | Harrison Kimble
External Auditor | Felton Thorpe & Co. LLP, 185 Asylum Street, Hartford, CT 06103
Field | Detail
Name | Gregory Stahl
Title | Vice President, Legal Affairs, Quorum Insurance Holdings Corp.
Role | Day-to-day legal contact and billing contact for all C&H invoices and matter communications
Address | 1200 Atlantic Street, Suite 3400, Stamford, CT 06901
Field | Detail
Full Legal Name | Meridian Credit intelligence, Inc.
Short Name | Meridian; MCI
Entity Type | Corporation
Jurisdiction of Incorporation | Georgia
GA Control No. | 22049371
EIN | 58-3891274
Headquarters Address | 3300 Peachtree Road NE, Suite 2100, Atlanta, GA 30326
Registered Agent (Georgia) | Peach State Corporate Services LLC ("PSCS"), 315 W. Ponce de Leon Ave, Decatur, GA 30030
Public/Private | Privately held
Industry | Consumer and commercial credit bureau, data analytics
Majority Owner | Breckenridge Capital Partners Fund IV, L.P. (62.5% ownership)
GP of Majority Owner | Breckenridge Capital Management LLC, 600 Lexington Avenue, 28th Floor, New York, NY 10022
CEO | Vincent "Vince" Halstead
General Counsel | Arthur Pennington
External Auditor | Galloway Nash LLP, 191 Peachtree Street NE, Suite 4000, Atlanta, GA 30303
Field | Detail
Firm | Kessler Pruitt & Ashe LLP ("KP&A")
Headquarters | 1180 Peachtree Street NE, Suite 3000, Atlanta, GA 30309
New York Office | 51 Madison Avenue, 22nd Floor, New York, NY 10010
Lead Partner | Graham Whitley (Technology & Licensing)
Associates | Nina Chastain; Derek Fontaine
Timekeeper | Role | Hourly Rate
Leonard Cross | Responsible Partner | $1,475/hour
Nathaniel Bower | Billing Partner | $1,425/hour
Patricia Heng | Senior Counsel (Technology Transactions) | $1,175/hour
David Cartwright | Partner (Data Privacy & Cybersecurity) | $1,350/hour
Wendy Schultz | Lead Associate (IP) | $895/hour
Omar Siddiqui | Working Associate (IP) | $725/hour
Lisa Johannsen | Associate (Data Privacy & Cybersecurity) | $750/hour
Marcus Weill | Associate (Corporate/Commercial) | $695/hour
Target Date | Milestone
August 15, 2022 | Execution of Mutual NDA (NDA-QIH-MCI-2022-001)
September 2022 | Exchange of term sheets between the parties
October 2022 | Exchange of initial MDLA drafts
Q4 2022 | Comprehensive redline exchange; commence substantive negotiations on key terms
Q1–Q2 2023 | In-person negotiation sessions; resolve open issues (MFN, derived data ownership, dispute resolution)
Q2–Q3 2023 (target) | Finalize MDLA, Data Security Addendum ("DSA"), Service Level Agreement ("SLA"), and ancillary documents
Q3 2023 (target) | Obtain Standish National Bank lender consent/waiver under Section 7.12(b) of the credit agreement
Q3–Q4 2023 (target) | Board authorization; assembly of closing deliverables; execution of definitive agreements
Field | Detail
Matter Number | C&H Matter No. 1025-00008
Engagement Letter Date | August 8, 2022
Engagement Letter Signatory (Client) | Carolyn Whitford, General Counsel & EVP, Quorum Insurance Holdings Corp.

CONFIDENTIAL — INTERNAL USE ONLY

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