| Item No. | MDLA Article/Section | Issue Description | Quorum Position | Meridian Position | Status | Priority | Risk Level | Assigned C&H Team Member | Quorum Business Contact | KP&A Counterpart | Date First Raised | Last Updated | Notes / Next Steps |
| 1 | Article I — Definitions | Definition of 'Derived Data' | Quorum proposes broad definition: all data, models, scores, indices, and analytics outputs created by Quorum using licensed Meridian data as an input, including QuorumScore™ outputs. Quorum insists Derived Data is distinct from 'derivative works' under copyright law. | Meridian defines Derived Data narrowly as any data that 'incorporates, is based on, or is traceable to' Meridian raw data, treating it as a derivative work subject to Meridian's underlying IP rights. Meridian asserts sole discretion over classification. | Open | Critical | Red | Wendy Schultz | Rajesh Anand | Nina Chastain | 2022-11-04 | 2023-01-15 | Foundational to Article VII resolution. C&H delivered proposed alternative definition in Dec. 2 redline. Awaiting Meridian response. See C&H memo on ML model outputs (Jan. 2023). |
| 2 | Article I — Definitions | Definition of 'Licensed Data' | Quorum requests explicit enumeration of all three Meridian data products: MCI Consumer Credit File (~310M consumer records), MCI CommercialView (~42M business records), MCI AltSignal (~85M consumer alt-data records). Total ~437M records/month. | Meridian prefers generic reference to 'data products identified in Schedule A' without record-count commitments in the definition itself. | Partially Agreed | Medium | Yellow | Omar Siddiqui | Priya Nair | Derek Fontaine | 2022-11-04 | 2023-01-15 | Agreement in principle to enumerate products; record-count commitment language deferred to Technical Schedule A. |
| 3 | Article I — Definitions | Definition of 'Comparable Licensee' (for MFN clause) | Quorum defines as all U.S.-domiciled insurance carriers, managing general agents, and insurtech firms with annual premiums written ≥ $500 million. | Meridian rejects inclusion of any MFN-related definition; contends MFN clause is not acceptable in any form. | Open | Critical | Red | Wendy Schultz | Thomas Ng | Graham Whitley | 2022-12-02 | 2023-01-15 | Tied to Article IV MFN provision. Meridian categorically refuses MFN. First in-person session Jan. 18 will address. |
| 4 | Article II — Grant of License | Scope of license grant — permitted uses | Quorum seeks broad license to use Licensed Data for automated underwriting models, claims-fraud detection algorithms, customer propensity scoring across all P&C, life, and specialty lines, and creation of Derived Data for internal and external commercial use. | Meridian limits permitted use to Quorum's internal insurance underwriting and claims operations only; no external commercialization of any outputs incorporating Licensed Data. | Open | Critical | Red | Wendy Schultz | Diane Lowell | Nina Chastain | 2022-11-04 | 2023-01-15 | Directly linked to Article VII Derived Data rights. Quorum's QuorumScore™ B2B licensing strategy ($40–50M projected revenue by 2027) depends on broad scope. |
| 5 | Article II — Grant of License | Sublicensing rights | Quorum requests right to sublicense Derived Data (not raw Licensed Data) to third parties without Meridian consent. | Meridian prohibits any sublicensing of Licensed Data or any data traceable to Licensed Data without prior written consent, which may be withheld in Meridian's sole discretion. | Open | Critical | Red | Wendy Schultz | Rajesh Anand | Nina Chastain | 2022-12-02 | 2023-01-15 | Key commercial issue. Quorum needs sublicensing for QuorumScore™ B2B model. Linked to Article VII. |
| 6 | Article II — Grant of License | License term — 5-year initial term | Quorum accepts 5-year initial term. | Meridian accepts 5-year initial term. | Agreed | Low | Green | Omar Siddiqui | Thomas Ng | Derek Fontaine | 2022-09-12 | 2022-12-02 | Agreed at term sheet stage. No further negotiation needed. |
| 7 | Article II — Grant of License | Renewal terms / options | Quorum seeks automatic renewal for successive 2-year terms at pricing not to exceed a 5% annual escalation cap. | Meridian proposes renewal only by mutual written agreement with pricing to be renegotiated at fair market value. | Open | High | Yellow | Patricia Heng | Thomas Ng | Graham Whitley | 2022-11-04 | 2023-01-15 | Linked to pricing discussion. Quorum concerned about lock-in at renegotiated rates. |
| 8 | Article III — Data Products & Delivery | Data products included in license | All three products: MCI Consumer Credit File, MCI CommercialView, MCI AltSignal. | Meridian agrees all three products are in scope. | Agreed | Medium | Green | Omar Siddiqui | Priya Nair | Derek Fontaine | 2022-09-12 | 2022-12-02 | Agreed. Detailed specifications to be set forth in Technical Schedule A. |
| 9 | Article III — Data Products & Delivery | Refresh frequencies and delivery methods | Quorum requires: MCI Consumer Credit File — daily batch (SFTP) + real-time API (REST); MCI CommercialView — weekly batch (SFTP); MCI AltSignal — daily batch (SFTP). | Meridian generally agrees to stated frequencies and methods; some technical details on API rate limits and batch file specifications under discussion. | Partially Agreed | Medium | Yellow | Omar Siddiqui | Priya Nair | Derek Fontaine | 2022-11-04 | 2023-01-15 | Core frequencies agreed. API rate limits, batch naming conventions, and data-quality acceptance criteria still being negotiated for Technical Schedule A. |
| 10 | Article III — Data Products & Delivery | Base-tier record volume cap and overage pricing | Quorum accepts 500 million records/month base tier at $0.003/record overage above base tier. Current estimated monthly volume is ~437M records (87.4% of base tier). | Meridian agrees to 500M records/month base tier and $0.003/record overage rate. | Agreed | Medium | Green | Omar Siddiqui | Priya Nair | Derek Fontaine | 2022-09-30 | 2022-12-02 | Agreed at counter-term sheet stage. |
| 11 | Article IV — Fees & Payment | Annual license fees — Year 1 | Quorum agrees to $10,800,000 for Year 1 ($900,000/month), reflecting 6-month implementation ramp. Quarterly installments of $2,700,000 payable in advance. | Meridian agrees to Year 1 fee of $10,800,000. | Agreed | High | Green | Patricia Heng | Thomas Ng | Keith Marlow | 2022-09-30 | 2022-12-02 | Agreed at term sheet stage. |
| 12 | Article IV — Fees & Payment | Annual license fees — Years 2–5 | Quorum agrees to $12,300,000/year for Years 2–5 ($1,025,000/month). Quarterly installments of $3,075,000 payable in advance. Total 5-year value: $60,000,000. | Meridian agrees to Years 2–5 fee of $12,300,000/year. | Agreed | High | Green | Patricia Heng | Thomas Ng | Keith Marlow | 2022-09-30 | 2022-12-02 | Agreed. Total deal value reconciles: $10.8M + ($12.3M × 4) = $60.0M. |
| 13 | Article IV — Fees & Payment | One-time implementation/integration fee | Quorum agrees to $1,500,000 one-time fee, billed separately and outside the $60M license value. | Meridian agrees to $1,500,000 implementation fee. | Agreed | Medium | Green | Omar Siddiqui | Thomas Ng | Jordan Prescott | 2022-09-30 | 2022-12-02 | Agreed. Payment timing (at signing vs. at go-live) still to be confirmed. |
| 14 | Article IV — Fees & Payment | Payment terms — quarterly in advance; late payment interest | Quorum agrees to quarterly-in-advance payments. Quorum proposes late payment interest at 1.0% per month (12% per annum). | Meridian insists on 1.5% per month (18% per annum) for late payments. | Open | Low | Yellow | Marcus Weill | Thomas Ng | Derek Fontaine | 2022-12-02 | 2023-01-15 | Minor point. Meridian firm at 1.5%/month. Quorum may concede as part of broader package. |
| 15 | Article IV — Fees & Payment | Most Favored Nation pricing clause | Quorum demands a most favored nation provision: if Meridian offers any other insurance-industry licensee (U.S.-domiciled carriers, MGAs, insurtechs with annual premiums ≥ $500M) more favorable per-record pricing, volume discounts, or fee terms, Quorum's pricing automatically adjusts to match. | Meridian categorically refuses any MFN clause, citing: (a) confidentiality obligations to other licensees; (b) impracticability of cross-licensee price comparisons given bespoke packages; (c) Breckenridge Capital Partners and Whitmore Zanthor concern that MFN will be viewed as margin risk in planned 2025–2026 IPO due diligence; (d) antitrust sensitivities in credit-data markets. | Open | Critical | Red | Wendy Schultz / Patricia Heng | Thomas Ng / Rajesh Anand | Graham Whitley | 2022-09-30 | 2023-01-15 | PRIMARY IMPASSE ISSUE #1. Quorum has a fallback position (pricing audit right — not yet presented). Pinnacle Ridge Advisory pricing benchmark study expected Feb. 2023 to support Quorum's position. To be discussed at Jan. 18 session. |
| 16 | Article V — Term & Termination | Termination for convenience | Quorum seeks right to terminate for convenience on 180 days' written notice after Year 2, with pro-rata refund of prepaid fees. | Meridian opposes any termination for convenience by licensee; requires full payment through the end of the 5-year term regardless of early termination. | Open | High | Yellow | Patricia Heng | Thomas Ng | Graham Whitley | 2022-12-02 | 2023-01-15 | Quorum concerned about being locked into full $60M if data quality deteriorates or business needs change. |
| 17 | Article V — Term & Termination | Termination for material breach — cure period | Quorum proposes 30-day cure period for material breach. | Meridian proposes 60-day cure period. | Open | Medium | Yellow | Marcus Weill | Gregory Stahl | Ben Overstreet | 2022-12-02 | 2023-01-15 | Negotiable. Likely to settle at 45 days. |
| 18 | Article V — Term & Termination | Post-termination data return/destruction — Raw Licensed Data | Quorum agrees to return or destroy all Meridian raw Licensed Data within 90 days of termination. | Meridian agrees to 90-day return/destroy period for raw data. | Agreed | High | Green | Lisa Johannsen | Priya Nair | Lena Vasquez | 2022-12-02 | 2022-12-02 | Agreed in principle. Certification of destruction mechanism to be detailed in DSA. |
| 19 | Article V — Term & Termination | Post-termination treatment of Derived Data | Quorum insists it retains all Derived Data in perpetuity post-termination, including right to continue commercializing Derived Data, since Quorum owns the IP. | Meridian demands that all Derived Data traceable to Licensed Data must also be returned or destroyed within 90 days of termination, or alternatively that Quorum's commercialization rights in Derived Data terminate upon MDLA termination. | Open | Critical | Red | Wendy Schultz | Rajesh Anand | Nina Chastain | 2022-12-02 | 2023-01-15 | Directly tied to Article VII Derived Data IP ownership resolution. Cannot be resolved independently. |
| 20 | Article VI — Data Security & Privacy | Security standards and certifications | Quorum requires Meridian to maintain SOC 2 Type II and ISO 27001 certifications. Quorum will maintain SOC 2 Type II. | Meridian agrees to SOC 2 Type II and ISO 27001. Meridian's SOC 2 report issued by Galloway Nash LLP (period ending Mar. 31, 2023). Quorum's SOC 2 report issued by Felton Thorpe & Co. LLP (period ending Dec. 31, 2023). | Agreed | High | Green | David Cartwright | Claudia Reeves | Lena Vasquez | 2022-11-04 | 2022-12-02 | Agreed. Annual re-certification requirement to be included. |
| 21 | Article VI — Data Security & Privacy | Data-breach notification timeline | Quorum requires 48-hour notification from discovery of a data breach by either party. | Meridian agrees to 48-hour notification obligation, applicable to both parties. | Agreed | High | Green | David Cartwright | Claudia Reeves | Lena Vasquez | 2022-12-02 | 2022-12-02 | Agreed. Details of incident response procedures to be set forth in Data Security Addendum. |
| 22 | Article VI — Data Security & Privacy | FCRA permissible purpose certification | Quorum will provide FCRA permissible purpose certification as a schedule to the MDLA, specifying insurance underwriting and account review as applicable categories. | Meridian requires certification as a condition precedent to data access. | Partially Agreed | High | Yellow | Lisa Johannsen | Claudia Reeves | Lena Vasquez | 2022-11-04 | 2023-01-15 | Parties agree on concept; drafting of certification schedule in progress. Lisa Johannsen preparing draft. |
| 23 | Article VI — Data Security & Privacy | CCPA/CPRA compliance — Data Processing Agreement | Quorum proposes separate DPA to address CCPA/CPRA service-provider/contractor requirements, consumer opt-out rights, de-identification standards. | Meridian agrees to negotiate a DPA but has not yet reviewed Quorum's proposed draft. | Open | High | Yellow | Lisa Johannsen | Claudia Reeves | Lena Vasquez | 2022-12-02 | 2023-01-15 | C&H DPA draft in progress (Lisa Johannsen, target Mar. 2023). Linked to CCPA/CPRA memo. |
| 24 | Article VI — Data Security & Privacy | NY DFS Cybersecurity Regulation (23 NYCRR 500) compliance | Quorum requires contractual provisions ensuring Meridian's compliance with third-party service provider oversight requirements under 23 NYCRR 500. | Meridian has not objected in principle but wants to review specific proposed language. | Open | Medium | Yellow | David Cartwright | Claudia Reeves | Lena Vasquez | 2022-12-02 | 2023-01-15 | David Cartwright preparing memo on 23 NYCRR 500 requirements. Language to be included in DSA. |
| 25 | Article VII — Intellectual Property & Derived Data | Ownership of Derived Data IP | Quorum shall own all intellectual property in Derived Data (data, models, scores, indices, analytics outputs created by Quorum using Licensed Data as input) with unrestricted rights to use, sublicense, and commercialize without additional fees or Meridian consent. | Meridian insists Derived Data incorporating, based on, or traceable to Meridian raw data constitutes a 'derivative work' under copyright and remains subject to Meridian's underlying IP. Meridian demands control over commercialization. | Open | Critical | Red | Wendy Schultz / Omar Siddiqui | Rajesh Anand / Diane Lowell | Graham Whitley / Nina Chastain | 2022-11-04 | 2023-01-15 | PRIMARY IMPASSE ISSUE #2. Central to Quorum's QuorumScore™ strategy. C&H delivered proposed Article VII in Dec. 2 redline. See C&H memos on derived-data IP ownership and ML model outputs. |
| 26 | Article VII — Intellectual Property & Derived Data | Meridian license-back on Derived Data | Quorum categorically rejects any license-back to Meridian on Derived Data. | Meridian demands a perpetual, royalty-free license-back on all Derived Data for Meridian's own use. | Open | Critical | Red | Wendy Schultz | Rajesh Anand | Graham Whitley | 2022-11-04 | 2023-01-15 | Non-starter for Quorum. Would give Meridian access to QuorumScore™ outputs and other proprietary models. |
| 27 | Article VII — Intellectual Property & Derived Data | 'Sufficient transformation' standard for third-party commercialization | Quorum rejects Meridian's proposal that Meridian have sole discretion to determine 'sufficient transformation.' Quorum proposes objective, jointly agreed criteria. | Meridian demands sole discretion to determine whether Derived Data has been 'sufficiently transformed' such that no Meridian raw data can be reverse-engineered from it before Quorum may sell or sublicense to third parties. | Open | Critical | Red | Wendy Schultz | Rajesh Anand | Graham Whitley | 2022-11-04 | 2023-01-15 | Unworkably subjective per C&H analysis. C&H preparing critique memo (target May 2023). Quorum will propose objective alternative. |
| 28 | Article VII — Intellectual Property & Derived Data | Revenue-sharing on Derived Data commercialization | Quorum rejects any revenue-sharing obligation to Meridian on Derived Data commercialization. | Meridian demands 15% of net revenues attributable to Quorum's external commercialization of approved Derived Data. | Open | Critical | Red | Wendy Schultz / Patricia Heng | Thomas Ng / Rajesh Anand | Graham Whitley / Keith Marlow | 2022-11-04 | 2023-01-15 | Would directly impact QuorumScore™ B2B licensing revenue ($40–50M projected by 2027). Non-starter per Quorum business team. |
| 29 | Article VII — Intellectual Property & Derived Data | ML model outputs — classification as Derived Data | Quorum argues that outputs of its ML models (e.g., live predictions using new non-Meridian inputs) are not 'derived data' even if the models were trained on Meridian data; only trained model weights/parameters may arguably be derivative. | Meridian contends that any output of a model trained on Meridian data is Derived Data subject to Meridian's IP rights and commercialization restrictions. | Open | Critical | Red | Wendy Schultz / Omar Siddiqui | Rajesh Anand | Nina Chastain | 2022-12-02 | 2023-01-15 | Technical and legal dispute. C&H preparing copyright & trade secret analysis memo (Jan. 2023). Key issue for QuorumScore™ protection. |
| 30 | Article VII — Intellectual Property & Derived Data | QuorumScore™ carve-out | Quorum seeks explicit carve-out protecting QuorumScore™ (USPTO application Serial No. 97/482,116) from any Meridian IP claims, license-back, or revenue share. | Meridian has not addressed QuorumScore™ specifically; general position would subject it to Derived Data restrictions. | Open | Critical | Red | Wendy Schultz | Rajesh Anand / Diane Lowell | Graham Whitley | 2022-12-02 | 2023-01-15 | C&H preparing QuorumScore™ IP protection strategy memo (target Jun. 2023). Coordination with Caldwell & Strauss LLP (Angela Firth) on existing IP portfolio implications. |
| 31 | Article VIII — Representations & Warranties | Meridian rep re: data accuracy and completeness | Quorum requires Meridian to represent that Licensed Data is materially accurate, complete, and current as of delivery date. | Meridian limits rep to 'commercially reasonable efforts' to maintain accuracy; disclaims warranties of completeness or fitness for particular purpose. | Open | High | Yellow | Patricia Heng | Priya Nair | Derek Fontaine | 2022-12-02 | 2023-01-15 | Standard negotiation point. Quorum needs sufficient quality reps for underwriting reliance. |
| 32 | Article VIII — Representations & Warranties | Meridian rep re: authority and non-infringement | Quorum requires Meridian to represent it has full authority to license all data products and that the license does not infringe third-party IP. | Meridian agrees to authority rep; limits non-infringement rep to Meridian's knowledge. | Partially Agreed | Medium | Yellow | Marcus Weill | Gregory Stahl | Ben Overstreet | 2022-11-04 | 2023-01-15 | Authority rep agreed. Knowledge qualifier on non-infringement under discussion. |
| 33 | Article IX — Indemnification | Meridian indemnification of Quorum for data-related claims | Quorum seeks broad indemnification by Meridian for third-party claims arising from Licensed Data (IP infringement, FCRA violations, data inaccuracy). | Meridian limits indemnification to claims of IP infringement by the Licensed Data itself; excludes claims arising from Quorum's use of, or Derived Data created from, Licensed Data. | Open | High | Yellow | Marcus Weill | Gregory Stahl | Ben Overstreet | 2022-12-02 | 2023-01-15 | Scope of Meridian's indemnity tied to IP ownership resolution in Article VII. |
| 34 | Article IX — Indemnification | Quorum indemnification of Meridian | Quorum agrees to indemnify Meridian for claims arising from Quorum's use of Licensed Data outside the scope of the license or in violation of applicable law. | Meridian seeks broader Quorum indemnity covering all Derived Data commercialization claims. | Open | Medium | Yellow | Marcus Weill | Gregory Stahl | Ben Overstreet | 2022-12-02 | 2023-01-15 | Breadth of Quorum indemnity depends on Article VII outcome. |
| 35 | Article X — Limitation of Liability | Liability cap | Quorum proposes mutual liability cap equal to 2x the aggregate fees paid/payable in the prior 12-month period. | Meridian proposes mutual cap equal to 1x aggregate fees paid in the prior 12-month period. | Open | High | Yellow | Patricia Heng | Gregory Stahl | Graham Whitley | 2022-12-02 | 2023-01-15 | Likely to settle between 1x and 2x. Carve-outs for IP infringement and data breach to be negotiated separately. |
| 36 | Article X — Limitation of Liability | Exclusion of consequential damages — carve-outs | Quorum insists on carve-outs from consequential damages exclusion for: (a) IP infringement, (b) data breaches, (c) willful misconduct, (d) confidentiality breaches. | Meridian agrees to carve-outs for willful misconduct and confidentiality breaches only. | Open | High | Yellow | Patricia Heng | Gregory Stahl | Graham Whitley | 2022-12-02 | 2023-01-15 | Quorum's data breach carve-out is important given cyber-risk exposure. IP carve-out linked to Article VII. |
| 37 | Article XI — Insurance | Meridian insurance minimums | Quorum requires Meridian to maintain: CGL $5,000,000/occurrence; Cyber/Tech E&O $25,000,000 aggregate. | Meridian agrees to stated minimums. | Agreed | Medium | Green | Marcus Weill | Claudia Reeves | Ben Overstreet | 2022-12-02 | 2022-12-02 | Agreed. |
| 38 | Article XI — Insurance | Quorum insurance minimums | Meridian requires Quorum to maintain: CGL $5,000,000/occurrence; Cyber liability $50,000,000 aggregate. | Quorum agrees to stated minimums. | Agreed | Medium | Green | Marcus Weill | Claudia Reeves | Ben Overstreet | 2022-12-02 | 2022-12-02 | Agreed. |
| 39 | Article XII — Confidentiality | Confidentiality obligations — term and scope | Quorum proposes confidentiality obligations survive for 5 years post-termination; trade secrets protected indefinitely. | Meridian proposes 3 years post-termination; agrees to indefinite trade secret protection. | Open | Medium | Yellow | Lisa Johannsen | Gregory Stahl | Ben Overstreet | 2022-12-02 | 2023-01-15 | Likely to settle at 4–5 years. Cross-reference to Mutual NDA (NDA-QIH-MCI-2022-001) obligations. |
| 40 | Article XIII — Governing Law & Dispute Resolution | Governing law | Quorum proposes New York law (without regard to conflicts-of-law principles). | Meridian accepts New York governing law. | Agreed | Medium | Green | Wendy Schultz | Gregory Stahl | Graham Whitley | 2022-11-04 | 2022-12-02 | Agreed. |
| 41 | Article XIII — Governing Law & Dispute Resolution | Dispute resolution mechanism | Quorum proposes exclusive jurisdiction in the U.S. District Court for the Southern District of New York or the Commercial Division of the New York Supreme Court, New York County. | Meridian proposes binding arbitration under AAA Commercial Rules, seated in New York, NY, with a three-arbitrator panel. | Open | High | Yellow | Wendy Schultz | Gregory Stahl | Graham Whitley | 2022-11-04 | 2023-01-15 | Quorum strongly prefers court jurisdiction for discovery rights and appellate review. Meridian prefers arbitration confidentiality. Significant gap. |
| 42 | Article XIV — Service Levels | Uptime commitment | Quorum requires 99.9% monthly uptime for all API and batch delivery services. | Meridian proposes 99.5% monthly uptime. | Open | High | Yellow | Patricia Heng | Priya Nair | Derek Fontaine | 2022-12-02 | 2023-01-15 | SLA schedule being drafted separately. Patricia Heng benchmarking against industry standards. |
| 43 | Article XIV — Service Levels | Service credits for SLA failures | Quorum proposes graduated service credits: 5% of monthly fee for each 0.1% below uptime target, up to 30% credit cap per month. | Meridian proposes 2% per 0.1% shortfall, capped at 10% of monthly fee. | Open | High | Yellow | Patricia Heng | Priya Nair | Derek Fontaine | 2022-12-02 | 2023-01-15 | Linked to SLA schedule. Material gap on credit caps. |
| 44 | Article XIV — Service Levels | SLA termination trigger | Quorum proposes right to terminate if uptime falls below 98% for any 3 consecutive months. | Meridian opposes SLA-based termination trigger. | Open | High | Yellow | Patricia Heng | Priya Nair | Graham Whitley | 2022-12-02 | 2023-01-15 | Important Quorum protection against chronic underperformance. |
| 45 | Article XV — Audit Rights | Quorum audit rights over Meridian's data-handling practices | Quorum seeks annual audit right over Meridian's security practices, data handling, and SLA performance, with right to use independent third-party auditors. | Meridian agrees to audit right limited to once per year with 30 days' advance notice; Meridian may require Quorum to accept SOC 2 Type II report in lieu of on-site audit. | Partially Agreed | Medium | Yellow | David Cartwright | Claudia Reeves | Lena Vasquez | 2022-12-02 | 2023-01-15 | Annual frequency agreed. Scope (on-site vs. SOC 2 report reliance) still under discussion. |
| 46 | Conditions Precedent / Closing | Standish National Bank lender consent under Section 7.12(b) | Quorum acknowledges the $60M license value exceeds the $25M IP license threshold in Section 7.12(b) of the Amended and Restated Credit Agreement (dated June 15, 2021) with Standish National Bank, N.A., by $35M (240% of threshold). Lender consent or waiver required before execution. | Meridian is aware of the covenant requirement; requests that Quorum obtain consent as a condition precedent to closing, not a Meridian obligation. | Open | High | Yellow | Marcus Weill | Gregory Stahl / Thomas Ng | N/A (Quorum internal / Standish) | 2022-11-04 | 2023-01-15 | Draft consent request letter sent to Philip Yardley at Standish (Nov. 2022). Marcus Weill also analyzing structuring alternatives to mitigate trigger. Follow-up planned for Feb. 2023. |
| 47 | Conditions Precedent / Closing | Quorum board authorization | Draft board resolution being prepared for Quorum board (Harrison Kimble, Chair) to authorize execution of MDLA and related documents. | N/A — Quorum internal matter. | Deferred | Medium | Yellow | Marcus Weill | Carolyn Whitford | N/A | 2022-12-02 | 2023-01-15 | Board resolution template prepared. Actual authorization deferred pending resolution of material open terms. |
| 48 | Schedules & Exhibits | Technical Schedule A — Data Delivery Specifications | Quorum and Meridian technical teams (Priya Nair / Meridian counterpart) to finalize data formats, record schemas, API specifications, and data-quality acceptance criteria. | Under joint development; initial draft circulated. | Open | Medium | Yellow | Omar Siddiqui | Priya Nair | Derek Fontaine | 2022-12-02 | 2023-01-15 | Omar Siddiqui coordinating with Priya Nair. Draft Technical Schedule A in progress (target Feb. 2023). |
| 49 | Schedules & Exhibits | Data Security Addendum (DSA) | C&H initial DSA draft in development by David Cartwright and Lisa Johannsen. Will cover SOC 2/ISO 27001 requirements, encryption, access controls, penetration testing, breach notification, and audit rights. | Meridian has not yet seen draft. | Open | High | Yellow | David Cartwright / Lisa Johannsen | Claudia Reeves | Lena Vasquez | 2022-12-02 | 2023-01-15 | Target delivery: Jan. 2023. Will incorporate 23 NYCRR 500 requirements. |
| Name | Title | Organization | Role in Matter | Email | Phone |
| Leonard Cross | Partner, Tax | Calderwood & Harkness LLP | Responsible Partner | [placeholder] | [placeholder] |
| Nathaniel Bower | Partner, Bankruptcy & Restructuring | Calderwood & Harkness LLP | Billing Partner | [placeholder] | [placeholder] |
| Wendy Schultz | Associate, intellectual Property | Calderwood & Harkness LLP | Lead Associate | [placeholder] | [placeholder] |
| Omar Siddiqui | Associate, intellectual Property | Calderwood & Harkness LLP | Working Associate | [placeholder] | [placeholder] |
| Patricia Heng | Senior Counsel, Technology Transactions | Calderwood & Harkness LLP | Subject-matter advisor | [placeholder] | [placeholder] |
| David Cartwright | Partner, Data Privacy & Cybersecurity | Calderwood & Harkness LLP | Privacy regulatory advisor | [placeholder] | [placeholder] |
| Lisa Johannsen | Associate, Data Privacy & Cybersecurity | Calderwood & Harkness LLP | Privacy associate | [placeholder] | [placeholder] |
| Marcus Weill | Associate, Corporate/Commercial | Calderwood & Harkness LLP | Corporate/commercial support | [placeholder] | [placeholder] |
| Carolyn Whitford | General Counsel & EVP | Quorum Insurance Holdings Corp. | Client GC | [placeholder] | [placeholder] |
| Gregory Stahl | VP, Legal Affairs | Quorum Insurance Holdings Corp. | Day-to-day legal contact | [placeholder] | [placeholder] |
| Rajesh Anand | Chief Data Officer | Quorum Insurance Holdings Corp. | Data strategy lead | [placeholder] | [placeholder] |
| Thomas Ng | VP, Enterprise Procurement | Quorum Insurance Holdings Corp. | Procurement lead | [placeholder] | [placeholder] |
| Priya Nair | Director, Data Engineering | Quorum Insurance Holdings Corp. | Technical integration lead | [placeholder] | [placeholder] |
| Diane Lowell | SVP, Underwriting Analytics | Quorum Insurance Holdings Corp. | Business sponsor | [placeholder] | [placeholder] |
| Claudia Reeves | VP, Regulatory & Compliance | Quorum Insurance Holdings Corp. | Insurance regulatory review | [placeholder] | [placeholder] |
| Harrison Kimble | Chairman of the Board | Quorum Insurance Holdings Corp. | Board Chair (authorization) | [placeholder] | [placeholder] |
| Graham Whitley | Partner, Technology & Licensing | Kessler Pruitt & Ashe LLP | Counterparty lead counsel | [placeholder] | [placeholder] |
| Nina Chastain | Associate | Kessler Pruitt & Ashe LLP | Counterparty associate | [placeholder] | [placeholder] |
| Derek Fontaine | Associate | Kessler Pruitt & Ashe LLP | Counterparty associate | [placeholder] | [placeholder] |
| Arthur Pennington | General Counsel | Meridian Credit intelligence, Inc. | Counterparty GC | [placeholder] | [placeholder] |
| Keith Marlow | SVP, Data Licensing & Partnerships | Meridian Credit intelligence, Inc. | Counterparty business lead | [placeholder] | [placeholder] |
| Lena Vasquez | Chief Privacy Officer | Meridian Credit intelligence, Inc. | Counterparty privacy | [placeholder] | [placeholder] |
| Ben Overstreet | VP, Legal Affairs | Meridian Credit intelligence, Inc. | Counterparty legal (deputy) | [placeholder] | [placeholder] |
| Jordan Prescott | Director, Implementation Services | Meridian Credit intelligence, Inc. | Counterparty implementation lead | [placeholder] | [placeholder] |