CALDERWOOD & HARKNESS LLP

Counsellors at Law

425 Park Avenue New York, NY 10022

Wendy Schultz Associate, intellectual Property Practice Group

Direct Dial: (212) 548-6230 Direct Fax: (212) 548-6001

Email: wschultz@calderwoodharkness.com

August 12, 2022

VIA EMAIL AND OVERNIGHT COURIER

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

Re: Proposed Mutual Non-Disclosure Agreement between Quorum Insurance Holdings Corp. and Meridian Credit intelligence, Inc. (Reference No. NDA-QIH-MCI-2022-001)

C&H Matter No.: 1025-00008

Dear Graham:

As you are aware, Calderwood & Harkness LLP represents Quorum Insurance Holdings Corp. ("Quorum"), a Delaware corporation headquartered at 1200 Atlantic Street, Suite 3400, Stamford, Connecticut 06901, in connection with the proposed enterprise data-licensing arrangement between Quorum and Meridian Credit intelligence, Inc. ("Meridian"). Our engagement in this matter was formalized on August 8, 2022, and this letter serves both to introduce our team's initial engagement on this matter and to transmit the enclosed revised Mutual Non-Disclosure Agreement for Meridian's and your firm's review. The responsible partner on this engagement is Leonard Cross, and I will serve as lead associate and primary day-to-day contact for all documentation matters. We look forward to working collaboratively with Kessler Pruitt & Ashe on the path toward a definitive data-licensing arrangement between our respective clients.

Enclosed with this letter, please find Calderwood & Harkness's revised form of the Mutual Non-Disclosure Agreement (the "NDA"), marked against Meridian's initial form NDA that was provided by your firm on August 5, 2022. For your convenience, we have enclosed both a redline/blackline comparison reflecting all revisions against the Meridian initial form and a clean version of the revised NDA incorporating all such changes. We have assigned the proposed reference number NDA-QIH-MCI-2022-001 to this agreement for tracking purposes, and we would ask that your firm adopt this reference in future correspondence related to the NDA. As you know, the NDA is intended to govern the exchange of confidential information between Quorum and Meridian in connection with the evaluation and negotiation of the proposed five-year enterprise data-licensing arrangement that the parties have been discussing at a preliminary level since mid-July of this year. It is our understanding that both parties anticipate a substantial exchange of proprietary technical, financial, and operational information during the evaluation process, and accordingly, we believe it is important that the NDA reflect robust and carefully tailored protections for both sides.

Set forth below is a brief summary of the principal revisions that Calderwood & Harkness has made to Meridian's initial form NDA. We have endeavored to be balanced in our approach, and many of our revisions are intended to benefit both parties equally. We are, of course, happy to discuss each of these points in greater detail at your convenience.

Definition of Confidential Information. We have expanded the definition of "Confidential Information" in Section 1 to expressly cover proprietary data models, underwriting algorithms, pricing methodologies, actuarial assumptions, and data-architecture specifications that may be shared by either party during the evaluation process. The initial form's definition, while generally adequate, did not specifically enumerate these categories, and given the nature of the proposed transaction — which will necessarily involve the disclosure of highly sensitive analytical and technical assets — we believe it is prudent to include express references to these categories. In addition, we have revised the definition to cover financial information related to the proposed transaction, including deal economics, projected licensing fees, revenue-sharing structures, and any term sheets or indicative proposals exchanged between the parties.

Permitted Disclosures. We have revised the carve-outs in Section 4 for disclosures to affiliates, representatives, and advisors. Specifically, on Quorum's side, we have included express authorization for disclosure to Quorum's data consulting firm, Pinnacle Ridge Advisory LLC, which has been retained by Quorum to assist with the technical evaluation of Meridian's data products, and to Quorum's regular outside intellectual property counsel, Caldwell & Strauss LLP, who will be providing background guidance and freedom-to-operate analysis in connection with certain aspects of the transaction. Each of these parties will, of course, be bound by confidentiality obligations no less restrictive than those set forth in the NDA. To maintain reciprocity, we have drafted corresponding carve-outs on Meridian's side for its financial advisors, Whitmore Zanthor & Co. and Breckenridge Capital Management LLC, or such other advisors as Meridian may designate in writing to Quorum, provided that such advisors are similarly bound by appropriate confidentiality undertakings.

Term and Survival. We have proposed revisions to Section 8 regarding the NDA's term and the survival period for confidentiality obligations following expiration or termination. In particular, we have proposed an initial term of twenty-four (24) months from the date of execution, with confidentiality obligations surviving for a period of three (3) years following the expiration or earlier termination of the NDA with respect to all Confidential Information other than trade secrets, which shall remain subject to the confidentiality obligations of the NDA for so long as such information constitutes a trade secret under applicable law. The initial form provided for a twelve-month survival period, which we believe is insufficiently protective given the nature of the information likely to be exchanged.

Residuals Clause. We have made revisions to the residuals/residual knowledge provision in Section 5(c) of the initial form. While we understand the commercial rationale for including a residuals clause — and we are not proposing its deletion — we have narrowed its scope to ensure that it does not inadvertently erode protections for trade secrets and proprietary data methodologies. Specifically, we have added language clarifying that the residuals exception does not apply to information that constitutes a trade secret under the Defend Trade Secrets Act of 2016 or applicable state uniform trade secrets legislation, nor does it apply to proprietary algorithms, data models, or source code that a receiving party's personnel may have reviewed during the evaluation process. We believe this strikes an appropriate balance between permitting the use of generalized knowledge and protecting the parties' core intellectual property.

Governing Law. We have confirmed that the NDA will be governed by the laws of the State of New York, without regard to conflicts-of-law principles that might result in the application of the laws of any other jurisdiction. The initial form was silent on governing law, and we believe it is important to establish certainty on this point at the outset. We have also included a consent-to-jurisdiction provision designating the state and federal courts located in the Borough of Manhattan, City and State of New York, as the exclusive forum for any disputes arising under or in connection with the NDA.

Return/Destruction of Materials. We have added provisions in Section 9 regarding the return or destruction of Confidential Information upon the written request of the disclosing party or upon expiration or termination of the NDA, whichever occurs first. These provisions include a requirement for an authorized officer of the receiving party to certify in writing that all Confidential Information has been returned or destroyed in accordance with the NDA, subject to customary exceptions for archival copies retained pursuant to bona fide document-retention policies or applicable legal or regulatory requirements.

We recognize that Quorum would like to have the NDA executed promptly in order to facilitate the commencement of substantive due diligence and commercial discussions regarding the proposed data-licensing arrangement. To that end, we respectfully request that Kessler Pruitt & Ashe review the enclosed revised NDA and provide any comments at your earliest convenience. Our client's strong preference is to finalize and execute the NDA on or before August 15, 2022, so that both parties can begin exchanging information without unnecessary delay. We are, of course, sensitive to the fact that your team and Meridian's in-house counsel will need adequate time to review our revisions, and we are fully prepared to discuss any comments or proposed counter-revisions by telephone at your convenience. Please do not hesitate to reach out directly to me or to Leonard Cross to arrange a call at a time that works for your schedule.

For purposes of this matter, Calderwood & Harkness's primary points of contact will be as follows:

Leonard Cross, Partner (Responsible Partner) Direct Dial: (212) 548-6100

Email: lcross@calderwoodharkness.com

Wendy Schultz, Associate (Lead Associate) Direct Dial: (212) 548-6230

Email: wschultz@calderwoodharkness.com

In addition, Patricia Heng, Senior Counsel in our Technology Transactions group (pheng@calderwoodharkness.com; (212) 548-6315), and Omar Siddiqui, Associate in our intellectual Property Practice Group (osiddiqui@calderwoodharkness.com; (212) 548-6422), may also be in communication with your team on specific workstreams as the matter progresses. We would appreciate it if Kessler Pruitt & Ashe could confirm your firm's team and points of contact for correspondence and document exchange in this matter, including any members of Meridian's in-house legal team who should be included on correspondence.

For your reference, the following enclosures accompany this letter:

1. Revised Mutual Non-Disclosure Agreement — Redline/Blackline (marked against Meridian's initial form NDA dated August 5, 2022)

2. Revised Mutual Non-Disclosure Agreement — Clean Version

Both versions are being transmitted to you electronically via email to your attention at gwhitley@kesslerpa.com. Hard copies of the enclosures, together with an original of this letter, will follow by overnight courier to your Atlanta office.

We appreciate Kessler Pruitt & Ashe's prompt attention to this matter, and we look forward to working with you and your colleagues toward the timely execution of the NDA and, ultimately, a successful transaction between our respective clients. Please do not hesitate to contact me should you have any questions regarding the enclosed materials or if you would like to arrange a call to discuss any of the revisions in advance of providing your formal comments.

Very truly yours,

CALDERWOOD & HARKNESS LLP

________________________________________

Wendy Schultz Associate, intellectual Property Practice Group Calderwood & Harkness LLP 425 Park Avenue New York, NY 10022 Tel: (212) 548-6230

Email: wschultz@calderwoodharkness.com

cc (via email):

Leonard Cross, Partner, Calderwood & Harkness LLP

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

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

Nina Chastain, Kessler Pruitt & Ashe LLP

Arthur Pennington, General Counsel, Meridian Credit intelligence, Inc.

Enclosures (2):

1. Revised Mutual Non-Disclosure Agreement — Redline/Blackline (marked against Meridian initial form dated August 5, 2022)

2. Revised Mutual Non-Disclosure Agreement — Clean Version

CALDERWOOD & HARKNESS LLP
Counsellors at Law
425 Park Avenue New York, NY 10022
Wendy Schultz Associate, intellectual Property Practice Group
Direct Dial: (212) 548-6230 Direct Fax: (212) 548-6001
Email: wschultz@calderwoodharkness.com
August 12, 2022
VIA EMAIL AND OVERNIGHT COURIER
Graham Whitley, Esq. Kessler Pruitt & Ashe LLP 1180 Peachtree Street NE, Suite 3000 Atlanta, GA 30309
Re: Proposed Mutual Non-Disclosure Agreement between Quorum Insurance Holdings Corp. and Meridian Credit intelligence, Inc. (Reference No. NDA-QIH-MCI-2022-001)
C&H Matter No.: 1025-00008
Dear Graham:
As you are aware, Calderwood & Harkness LLP represents Quorum Insurance Holdings Corp. ("Quorum"), a Delaware corporation headquartered at 1200 Atlantic Street, Suite 3400, Stamford, Connecticut 06901, in connection with the proposed enterprise data-licensing arrangement between Quorum and Meridian Credit intelligence, Inc. ("Meridian"). Our engagement in this matter was formalized on August 8, 2022, and this letter serves both to introduce our team's initial engagement on this matter and to transmit the enclosed revised Mutual Non-Disclosure Agreement for Meridian's and your firm's review. The responsible partner on this engagement is Leonard Cross, and I will serve as lead associate and primary day-to-day contact for all documentation matters. We look forward to working collaboratively with Kessler Pruitt & Ashe on the path toward a definitive data-licensing arrangement between our respective clients.
Enclosed with this letter, please find Calderwood & Harkness's revised form of the Mutual Non-Disclosure Agreement (the "NDA"), marked against Meridian's initial form NDA that was provided by your firm on August 5, 2022. For your convenience, we have enclosed both a redline/blackline comparison reflecting all revisions against the Meridian initial form and a clean version of the revised NDA incorporating all such changes. We have assigned the proposed reference number NDA-QIH-MCI-2022-001 to this agreement for tracking purposes, and we would ask that your firm adopt this reference in future correspondence related to the NDA. As you know, the NDA is intended to govern the exchange of confidential information between Quorum and Meridian in connection with the evaluation and negotiation of the proposed five-year enterprise data-licensing arrangement that the parties have been discussing at a preliminary level since mid-July of this year. It is our understanding that both parties anticipate a substantial exchange of proprietary technical, financial, and operational information during the evaluation process, and accordingly, we believe it is important that the NDA reflect robust and carefully tailored protections for both sides.
Set forth below is a brief summary of the principal revisions that Calderwood & Harkness has made to Meridian's initial form NDA. We have endeavored to be balanced in our approach, and many of our revisions are intended to benefit both parties equally. We are, of course, happy to discuss each of these points in greater detail at your convenience.
Definition of Confidential Information. We have expanded the definition of "Confidential Information" in Section 1 to expressly cover proprietary data models, underwriting algorithms, pricing methodologies, actuarial assumptions, and data-architecture specifications that may be shared by either party during the evaluation process. The initial form's definition, while generally adequate, did not specifically enumerate these categories, and given the nature of the proposed transaction — which will necessarily involve the disclosure of highly sensitive analytical and technical assets — we believe it is prudent to include express references to these categories. In addition, we have revised the definition to cover financial information related to the proposed transaction, including deal economics, projected licensing fees, revenue-sharing structures, and any term sheets or indicative proposals exchanged between the parties.
Permitted Disclosures. We have revised the carve-outs in Section 4 for disclosures to affiliates, representatives, and advisors. Specifically, on Quorum's side, we have included express authorization for disclosure to Quorum's data consulting firm, Pinnacle Ridge Advisory LLC, which has been retained by Quorum to assist with the technical evaluation of Meridian's data products, and to Quorum's regular outside intellectual property counsel, Caldwell & Strauss LLP, who will be providing background guidance and freedom-to-operate analysis in connection with certain aspects of the transaction. Each of these parties will, of course, be bound by confidentiality obligations no less restrictive than those set forth in the NDA. To maintain reciprocity, we have drafted corresponding carve-outs on Meridian's side for its financial advisors, Whitmore Zanthor & Co. and Breckenridge Capital Management LLC, or such other advisors as Meridian may designate in writing to Quorum, provided that such advisors are similarly bound by appropriate confidentiality undertakings.
Term and Survival. We have proposed revisions to Section 8 regarding the NDA's term and the survival period for confidentiality obligations following expiration or termination. In particular, we have proposed an initial term of twenty-four (24) months from the date of execution, with confidentiality obligations surviving for a period of three (3) years following the expiration or earlier termination of the NDA with respect to all Confidential Information other than trade secrets, which shall remain subject to the confidentiality obligations of the NDA for so long as such information constitutes a trade secret under applicable law. The initial form provided for a twelve-month survival period, which we believe is insufficiently protective given the nature of the information likely to be exchanged.
Residuals Clause. We have made revisions to the residuals/residual knowledge provision in Section 5(c) of the initial form. While we understand the commercial rationale for including a residuals clause — and we are not proposing its deletion — we have narrowed its scope to ensure that it does not inadvertently erode protections for trade secrets and proprietary data methodologies. Specifically, we have added language clarifying that the residuals exception does not apply to information that constitutes a trade secret under the Defend Trade Secrets Act of 2016 or applicable state uniform trade secrets legislation, nor does it apply to proprietary algorithms, data models, or source code that a receiving party's personnel may have reviewed during the evaluation process. We believe this strikes an appropriate balance between permitting the use of generalized knowledge and protecting the parties' core intellectual property.
Governing Law. We have confirmed that the NDA will be governed by the laws of the State of New York, without regard to conflicts-of-law principles that might result in the application of the laws of any other jurisdiction. The initial form was silent on governing law, and we believe it is important to establish certainty on this point at the outset. We have also included a consent-to-jurisdiction provision designating the state and federal courts located in the Borough of Manhattan, City and State of New York, as the exclusive forum for any disputes arising under or in connection with the NDA.
Return/Destruction of Materials. We have added provisions in Section 9 regarding the return or destruction of Confidential Information upon the written request of the disclosing party or upon expiration or termination of the NDA, whichever occurs first. These provisions include a requirement for an authorized officer of the receiving party to certify in writing that all Confidential Information has been returned or destroyed in accordance with the NDA, subject to customary exceptions for archival copies retained pursuant to bona fide document-retention policies or applicable legal or regulatory requirements.
We recognize that Quorum would like to have the NDA executed promptly in order to facilitate the commencement of substantive due diligence and commercial discussions regarding the proposed data-licensing arrangement. To that end, we respectfully request that Kessler Pruitt & Ashe review the enclosed revised NDA and provide any comments at your earliest convenience. Our client's strong preference is to finalize and execute the NDA on or before August 15, 2022, so that both parties can begin exchanging information without unnecessary delay. We are, of course, sensitive to the fact that your team and Meridian's in-house counsel will need adequate time to review our revisions, and we are fully prepared to discuss any comments or proposed counter-revisions by telephone at your convenience. Please do not hesitate to reach out directly to me or to Leonard Cross to arrange a call at a time that works for your schedule.
For purposes of this matter, Calderwood & Harkness's primary points of contact will be as follows:
Leonard Cross, Partner (Responsible Partner) Direct Dial: (212) 548-6100
Email: lcross@calderwoodharkness.com
Wendy Schultz, Associate (Lead Associate) Direct Dial: (212) 548-6230
Email: wschultz@calderwoodharkness.com
In addition, Patricia Heng, Senior Counsel in our Technology Transactions group (pheng@calderwoodharkness.com; (212) 548-6315), and Omar Siddiqui, Associate in our intellectual Property Practice Group (osiddiqui@calderwoodharkness.com; (212) 548-6422), may also be in communication with your team on specific workstreams as the matter progresses. We would appreciate it if Kessler Pruitt & Ashe could confirm your firm's team and points of contact for correspondence and document exchange in this matter, including any members of Meridian's in-house legal team who should be included on correspondence.
For your reference, the following enclosures accompany this letter:
1. Revised Mutual Non-Disclosure Agreement — Redline/Blackline (marked against Meridian's initial form NDA dated August 5, 2022)
2. Revised Mutual Non-Disclosure Agreement — Clean Version
Both versions are being transmitted to you electronically via email to your attention at gwhitley@kesslerpa.com. Hard copies of the enclosures, together with an original of this letter, will follow by overnight courier to your Atlanta office.
We appreciate Kessler Pruitt & Ashe's prompt attention to this matter, and we look forward to working with you and your colleagues toward the timely execution of the NDA and, ultimately, a successful transaction between our respective clients. Please do not hesitate to contact me should you have any questions regarding the enclosed materials or if you would like to arrange a call to discuss any of the revisions in advance of providing your formal comments.
Very truly yours,
CALDERWOOD & HARKNESS LLP
________________________________________
Wendy Schultz Associate, intellectual Property Practice Group Calderwood & Harkness LLP 425 Park Avenue New York, NY 10022 Tel: (212) 548-6230
Email: wschultz@calderwoodharkness.com
cc (via email):
Leonard Cross, Partner, Calderwood & Harkness LLP
Carolyn Whitford, General Counsel & Executive Vice President, Quorum Insurance Holdings Corp.
Gregory Stahl, Vice President, Legal Affairs, Quorum Insurance Holdings Corp.
Nina Chastain, Kessler Pruitt & Ashe LLP
Arthur Pennington, General Counsel, Meridian Credit intelligence, Inc.
Enclosures (2):
1. Revised Mutual Non-Disclosure Agreement — Redline/Blackline (marked against Meridian initial form dated August 5, 2022)
2. Revised Mutual Non-Disclosure Agreement — Clean Version

CALDERWOOD & HARKNESS LLP

VIA EMAIL AND OVERNIGHT COURIER

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