1025-00008 · Quorum Insurance Holdings · Transaction Documents/MDLA

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CALDERWOOD & HARKNESS LLP Counselors at Law

425 Park Avenue New York, New York 10022

Telephone: (212) 558-4000 Facsimile: (212) 558-3588

www.calderwoodharkness.com

April 25, 2023

Via Email and First Class Mail

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

Copy also directed to KP&A's New York office: 51 Madison Avenue, 22nd Floor New York, NY 10010

Re: Master Data License Agreement Between Quorum Insurance Holdings Corp. and Meridian Credit intelligence, Inc. — Most Favored Nation Pricing and Derived-Data Rights C&H Matter No. 1025-00008

Dear Graham:

I. Introduction and Purpose

This firm represents Quorum Insurance Holdings Corp. ("Quorum") in connection with the negotiation of the proposed five-year Master Data License Agreement (the "MDLA") with Meridian Credit intelligence, Inc. ("Meridian"). We write to formally communicate Quorum's significant and growing concern regarding the continued impasse on two critical open issues in the MDLA negotiations: (a) the most favored nation pricing clause (the "MFN Provision") and (b) derived-data intellectual property ownership and commercialization rights (the "Derived-Data Provisions").

As you are aware, these two issues have been identified as the principal obstacles to completing the MDLA since the first in-person negotiation session held at our offices in New York on January 18, 2023. They remained unresolved following the second full-day session held at your firm's offices in Atlanta on March 9, 2023, and the several telephonic and video conferences that have taken place between sessions. Despite the good-faith efforts of counsel on both sides, the parties' positions on these two issues remain far apart, and we believe it is important to set forth Quorum's views in writing so that all stakeholders on the Meridian side have full visibility into the nature and depth of Quorum's concerns.

We wish to emphasize at the outset that substantial progress has been achieved on many other provisions of the MDLA. The parties have reached agreement, or near-agreement, on the service level commitments, data-delivery specifications and technical integration protocols, insurance and indemnification requirements, and certain confidentiality provisions. Quorum values this progress and is committed to preserving it. Our client's strong preference is to bring this transaction to a successful close on a commercially reasonable timeline.

The significance of this transaction to both parties cannot be overstated. The total deal value under the proposed MDLA is approximately $60,000,000 over the five-year initial term, comprised of $10,800,000 in Year 1 (reflecting the reduced-access implementation ramp period) and $12,300,000 per annum in each of Years 2 through 5, together with a one-time implementation fee of $1,500,000 payable upon execution. This represents a material commercial commitment by Quorum — one of the largest single data-licensing engagements in the insurance industry — and it underscores the seriousness and good faith with which Quorum has approached, and continues to approach, these negotiations.

It is against this backdrop that we write to address the two remaining open issues in detail and to request that Meridian and its counsel reconsider the positions taken to date.

II. The Most Favored Nation Pricing Impasse

A. Quorum's Position on MFN Pricing

Throughout the negotiation of the MDLA, Quorum has consistently requested the inclusion of a most favored nation pricing provision. The core objective of the MFN Provision is straightforward: if, at any time during the term of the MDLA, Meridian offers any other insurance-industry licensee within the defined comparator group more favorable per-record pricing, volume discounts, or fee terms for substantially comparable data products and services, Quorum's pricing under the MDLA would automatically be adjusted downward to match the more favorable terms.

Quorum has been deliberate in crafting a narrowly tailored MFN Provision. The proposed scope of the comparator group is limited to U.S.-domiciled insurance carriers, managing general agents, and insurtech firms with annual premiums written of $500 million or greater. This scope is intentionally narrow and does not extend to Meridian's entire customer base, which we understand includes financial institutions, fintech companies, government agencies, and other non-insurance entities. The MFN Provision, as proposed, is designed to ensure competitive parity within Quorum's specific market segment — nothing more.

The MFN clause, as drafted in Quorum's proposed standalone rider (the "MFN Rider") transmitted to your office on January 20, 2023, includes reasonable notification and audit procedures to facilitate administration of the provision. Specifically, the MFN Rider contemplates:

(i) an annual certification by Meridian that no more favorable pricing has been offered to a comparator licensee during the preceding twelve-month period;

(ii) in the event Quorum has a good-faith basis to believe that more favorable pricing has been offered, the right to engage an independent third-party auditor (selected from a pre-approved list of nationally recognized accounting firms) to conduct a limited review of Meridian's comparator-licensee pricing on a confidential, anonymized basis; and

(iii) a prompt retroactive adjustment mechanism if the audit reveals that Quorum's effective per-record pricing exceeded the most favorable rate offered to a comparator licensee during the relevant period.

Quorum's position on MFN pricing is not based solely on commercial preference. It is supported by the independent pricing benchmark study delivered by Pinnacle Ridge Advisory LLC on February 14, 2023, under the direction of Managing Director Franklin Osei. The Pinnacle Ridge study surveyed enterprise data-licensing arrangements across the financial services and insurance sectors and confirmed that MFN protections are prevalent in agreements of this scale and duration. Specifically, the study found that approximately seventy-two percent of data-licensing agreements with aggregate values exceeding $25 million over a multi-year term included some form of most favored nation or price-parity protection. The Pinnacle Ridge study was shared with your office on February 17, 2023, and we have not received any substantive response to its findings.

B. Meridian's Rejection and Quorum's Response

We note that Meridian, through your firm, has categorically rejected any form of MFN clause in the MDLA. This position was communicated in your letter of February 28, 2023, and was confirmed by Meridian's representatives at the March 9, 2023 Atlanta session. Meridian has not, to date, offered any counterproposal or alternative pricing-protection mechanism.

We understand Meridian's stated objections to the MFN Provision to be fourfold: (a) that an MFN would conflict with Meridian's confidentiality obligations to other licensees; (b) that cross-licensee price comparisons are impracticable given the bespoke nature of Meridian's data packages; (c) that an MFN would be viewed as a margin risk in the context of Meridian's strategic plans, including any future capital-raising or liquidity events; and (d) that an MFN in the credit-data market raises antitrust sensitivities. We address each of these objections in turn.

Confidentiality. Quorum acknowledges the importance of maintaining the confidentiality of Meridian's commercial relationships. However, the MFN mechanism proposed by Quorum has been specifically designed to address this concern. As described above, the MFN Rider contemplates that any pricing audit would be conducted by an independent, nationally recognized third-party auditor operating under strict confidentiality protections, including a separate confidentiality agreement between the auditor and Meridian. The audit would be conducted on an anonymized basis, and the auditor's report to Quorum would be limited to a binary determination — i.e., whether or not Quorum's effective per-record pricing exceeded the most favorable rate offered to a comparator licensee — without disclosing specific licensee identities, contract terms, or data-package configurations. This structure is well-established in the data-licensing market and is specifically designed to avoid any disclosure of confidential licensee information.

Impracticability. We respectfully disagree with the assertion that meaningful cross-licensee price comparisons cannot be made because of the bespoke nature of Meridian's data packages. The MFN Provision, as proposed, is benchmarked on an effective per-record rate basis. This methodology normalizes pricing across different data-package configurations by dividing the total annual fees by the number of records, data elements, or query volumes included in the applicable license. The effective per-record rate is a well-established and widely used methodology in the data-licensing market — it is the standard approach used by Pinnacle Ridge Advisory and other leading benchmarking firms — and it provides a commercially reasonable basis for comparing pricing across agreements that may differ in scope, volume, or product mix. We note that Meridian itself uses per-record pricing as the basis for its rate cards and volume discount schedules, which further supports the administrability of this approach.

Strategic and Margin Concerns. Quorum is a sophisticated commercial counterparty negotiating an arm's-length commercial agreement. Pricing protections of the type proposed by Quorum are routine in enterprise data-licensing transactions and should not present concerns in any reasonable due diligence process. To the contrary, MFN provisions are commonly encountered — and accepted — by acquirors, investors, and lenders in the context of evaluating data-platform businesses. We do not believe it is appropriate for Meridian to condition the terms of a bilateral commercial agreement on its anticipated reaction in future capital markets or M&A transactions, particularly where the proposed MFN is narrowly scoped and commercially standard.

Antitrust. Quorum has carefully considered the antitrust implications of the proposed MFN Provision. Quorum's own analysis, informed by consultation with antitrust counsel, confirms that a bilateral MFN clause of this nature — limited to a single licensee's pricing protection and not involving any coordination, information exchange, or agreement among competing licensees — does not raise cognizable antitrust concerns under current Department of Justice and Federal Trade Commission enforcement guidance. The antitrust concerns that have been identified in recent enforcement actions relate primarily to multilateral MFN arrangements, platform-wide pricing parity mandates, and hub-and-spoke conspiracies — none of which are implicated by the narrowly tailored, bilateral MFN proposed here. We would be pleased to share our antitrust analysis with your firm if that would be helpful to the discussion.

In sum, Quorum is deeply concerned that Meridian's blanket refusal to engage on any form of pricing protection leaves Quorum exposed to a significant and potentially material pricing disadvantage over the five-year term of the MDLA. Given the substantial aggregate fees at stake — $60,000,000 over the initial term alone, with renewal pricing subject to further negotiation — the absence of any pricing-protection mechanism would be a significant departure from market practice and would impose an unacceptable level of commercial risk on Quorum.

C. Request for Reconsideration

Quorum formally requests that Meridian reconsider its position on MFN pricing. We recognize that the specific mechanics of an MFN provision are subject to negotiation, and Quorum is prepared to discuss modifications to the scope of the comparator group, the mechanics of the audit process, the frequency of MFN benchmarking, or other aspects of the MFN Rider in order to address Meridian's legitimate concerns. What Quorum cannot accept, however, is a transaction of this magnitude and duration without some form of meaningful pricing protection.

We note in this regard that Quorum reserves the right to propose alternative pricing-protection mechanisms — including but not limited to periodic pricing audit rights, benchmark adjustment clauses, or renegotiation triggers tied to market pricing indices — if the parties are unable to reach agreement on a traditional MFN structure. We intend to present any such alternative proposals in subsequent discussions, and we raise this point here only to underscore Quorum's flexibility and willingness to work toward a mutually acceptable solution.

III. The Derived-Data Rights Impasse

A. Quorum's Position on Derived Data

The second critical open issue in the MDLA negotiation concerns the ownership and commercialization of Derived Data. Quorum's position, which has been consistent since the outset of these negotiations, is as follows:

Quorum should own all intellectual property rights in any data, models, scores, indices, or analytics outputs created by Quorum using licensed Meridian data as an input (collectively, "Derived Data"), as set forth in Quorum's proposed Article VII of the MDLA transmitted to your office in January 2023. This ownership should be complete, unencumbered, and free from any reversionary interest, license-back obligation, or revenue-sharing requirement in favor of Meridian.

Furthermore, Quorum should have unrestricted rights to use, sublicense, and commercially exploit Derived Data — including distribution and licensing to third parties outside Quorum's corporate group — without the payment of additional fees to, or the prior written consent of, Meridian. These rights should survive any expiration or termination of the MDLA with respect to Derived Data created during the term of the agreement.

This position reflects both settled law and commercial reality. Quorum is making — and will continue to make — substantial independent investments in data science, engineering, and model development. The Derived Data that Quorum creates will incorporate multiple proprietary inputs, including:

(i) Quorum's proprietary first-party data, including claims data, policy data, and telematics data drawn from Quorum's own insurance operations across forty-seven states;

(ii) Quorum's proprietary algorithms and machine-learning models, developed by Quorum's in-house data science team at significant cost;

(iii) Quorum's independent intellectual effort in designing, training, validating, and deploying predictive models and analytics tools; and

(iv) third-party data inputs from sources other than Meridian, including demographic, geospatial, weather, and public-records data.

Meridian's raw credit data will serve as one input among many in the creation of Derived Data. The transformative value — the intellectual contribution that converts raw data inputs into actionable predictive analytics — is supplied entirely by Quorum.

We note in particular the significance of QuorumScore™, Quorum's proprietary predictive underwriting model currently the subject of a pending utility patent application with the United States Patent and Trademark Office (Serial No. 97/482,116). QuorumScore™ blends Meridian credit data with Quorum's own first-party claims and policy data, together with alternative data sources, through a proprietary ensemble machine-learning architecture developed by Quorum's data science team. QuorumScore™ is central to Quorum's underwriting competitive advantage and is a key component of Quorum's planned business-to-business data-licensing revenue strategy. The terms proposed by Meridian, as described below, would directly and materially impair Quorum's ability to commercialize QuorumScore™ and related products.

B. Meridian's Demands and Quorum's Objections

Meridian, through your firm, has communicated three principal demands with respect to Derived Data. Quorum objects to each of these demands for the reasons set forth below.

1. Perpetual, Royalty-Free License-Back. Meridian has demanded a perpetual, irrevocable, royalty-free license-back on all Derived Data, granting Meridian the right to use Derived Data for Meridian's own internal and external purposes without restriction.

Quorum objects strenuously to this demand. Granting Meridian a perpetual, royalty-free right to use Derived Data that incorporates Quorum's proprietary models, algorithms, and first-party data would effectively transfer Quorum's competitive advantage to its data supplier. Derived Data created by Quorum will embody years of investment in data science, actuarial research, and model development — Intellectual property that is core to Quorum's business. A license-back of this scope would enable Meridian to benefit from Quorum's innovations and offer competing or derivative products to Quorum's competitors in the insurance market, without compensation to Quorum and without any independent investment of its own. This is a commercially unacceptable outcome, and we are not aware of any market precedent supporting a demand of this nature in a data-licensing transaction between a data supplier and a data consumer.

2. "Sufficient Transformation" Standard with Sole Meridian Discretion. Meridian has demanded that Quorum be prohibited from selling, sublicensing, or otherwise distributing Derived Data to any third party unless the Derived Data has been "sufficiently transformed" such that no Meridian raw data can be reverse-engineered from the Derived Data — with Meridian retaining sole and unreviewable discretion to determine whether the standard of "sufficient transformation" has been met.

Quorum objects to this demand on multiple grounds. First, vesting Meridian with sole and unreviewable discretion to determine whether Derived Data may be commercialized creates, in effect, an unbounded veto right over Quorum's business strategy. Meridian would be empowered to block any commercialization of Quorum's Derived Data products at any time, for any reason or no reason, without recourse or appeal. This is fundamentally inconsistent with Quorum's ownership of the Derived Data and would render Quorum's ownership rights illusory. Second, the standard itself — "sufficient transformation" such that no raw data can be "reverse-engineered" — is unworkably vague and subjective. It provides no objective criteria, no technical benchmarks, and no procedural safeguards for Quorum. The absence of any defined standard would create perpetual uncertainty and would chill Quorum's willingness to invest in the development of new Derived Data products. Third, we note that Meridian has declined to provide any examples, technical specifications, or guidelines that would give content to the "sufficient transformation" standard, despite Quorum's repeated requests during the March 9 session and in subsequent correspondence.

3. Fifteen Percent Revenue Share. Meridian has demanded a revenue-sharing arrangement under which Meridian would receive fifteen percent (15%) of net revenues attributable to Quorum's third-party commercialization of any Derived Data that Meridian deems to have been "sufficiently transformed" and therefore approved for external distribution.

Quorum objects to this demand. A fifteen percent revenue share on Quorum's downstream commercialization activities is not supported by market practice. Our firm's survey of comparable data-licensing arrangements in the insurance, financial services, and credit-data sectors confirms that revenue-sharing obligations of this magnitude on derived or value-added data products are rare and are typically reserved for true joint-venture arrangements or co-development agreements — not for standard data-licensing relationships in which one party supplies raw data and the other party independently develops derived analytics products. The proposed revenue share would impose a material, ongoing financial burden on Quorum's planned B2B data-licensing business line and is disproportionate to Meridian's contribution as a raw-data supplier. We also note the fundamental incongruity between Meridian's demand for a revenue share and its simultaneous demand for a perpetual, royalty-free license-back: Meridian seeks both to benefit from Quorum's Derived Data at no cost (through the license-back) and to extract a share of Quorum's revenues from that same Derived Data (through the revenue share). These positions are, in Quorum's view, irreconcilable.

The Derivative Work Disagreement. We wish to address directly the fundamental legal disagreement underlying the derived-data impasse. We understand that Meridian characterizes Derived Data as a "derivative work" under Section 103 of the Copyright Act (17 U.S.C. § 103), subject to Meridian's purported underlying intellectual property rights in the raw credit data that serves as an input.

Quorum respectfully but firmly disagrees with this characterization. The outputs of Quorum's proprietary machine-learning models — including, but not limited to, predictive scores, risk indices, and segment classifications — do not constitute "derivative works" within the meaning of the Copyright Act. These outputs are the product of Quorum's independent intellectual effort and proprietary analytical processes. They are not recasts, transformations, or adaptations of Meridian's raw data; rather, they are new, independently created works that bear no meaningful resemblance to the underlying raw data inputs. This is particularly true of live predictions generated using new, non-Meridian inputs at inference time, where the Meridian data was used solely during the model training phase. Moreover, to the extent that Meridian claims copyright protection in its raw data compilations, we note that copyright protection in factual compilations is thin and extends only to the selection, coordination, and arrangement of the data — not to the underlying facts themselves. See Feist Publ'ns, Inc. v. Rural Tel. Serv. Co., 499 U.S. 340 (1991). The outputs of Quorum's models are not traceable to any protectable selection, coordination, or arrangement in Meridian's data compilations.

We reserve the right to address this legal question in greater detail if it becomes necessary.

C. Request for Reconsideration

Quorum formally requests that Meridian reconsider its derived-data demands in their entirety. The license-back, sole-discretion "sufficient transformation" standard, and revenue-sharing demands, individually and collectively, are commercially unreasonable and inconsistent with Quorum's ownership of independently created intellectual property.

Quorum recognizes that Meridian has a legitimate interest in preventing the unauthorized redistribution of its raw data. Quorum shares that interest and has never proposed — nor would it propose — any arrangement that would permit Quorum to resell, redistribute, or otherwise make available Meridian's raw credit data to third parties outside the scope of the MDLA. To that end, Quorum is willing to engage in good-faith discussions regarding reasonable safeguards to protect Meridian's legitimate interests, including, by way of example:

(a) technical de-identification standards and protocols ensuring that Derived Data distributed to third parties does not contain or permit the reconstruction of individual-level Meridian raw data records;

(b) contractual use restrictions on Meridian's raw data within the MDLA itself, clearly delineating the scope of Quorum's license to use raw data and prohibiting unauthorized redistribution; and

(c) an objective, jointly developed technical standard — applied by a mutually agreed-upon independent technical expert or panel, rather than by Meridian in its sole discretion — for determining when analytical outputs are sufficiently transformed and de-identified to be appropriately classified as Derived Data for purposes of Quorum's commercialization rights.

Quorum believes that a framework of this nature would fully address Meridian's legitimate concerns while preserving Quorum's ownership of, and right to commercialize, its independently created Derived Data. We urge Meridian to engage constructively on these alternatives.

IV. Impact of Continued Impasse on Transaction Timeline

We wish to draw your attention to the significant impact that the continued impasse on these two issues is having on the transaction timeline and on Quorum's business.

The MDLA negotiation has now been ongoing for approximately eight months since Meridian's initial term sheet was delivered on September 12, 2022, and for over five months since the parties first exchanged full MDLA drafts in October and November 2022. While certain of those months have been productively spent resolving other provisions, the MFN and derived-data issues have remained substantially unchanged since January 2023.

The failure to resolve these issues is causing concrete business harm to Quorum. Quorum's planned integration of Meridian's data products — the MCI Consumer Credit File™, MCI CommercialView™, and MCI AltSignal™ — into Quorum's underwriting and analytics platforms cannot proceed until the MDLA is executed and the implementation phase commences. Every month of delay in executing the MDLA is a month lost from the integration timeline, depriving Quorum of the enhanced underwriting precision and competitive differentiation that the Meridian data products are intended to provide.

We note in this regard that the Year 1 pricing structure of the MDLA ($10,800,000, as compared to $12,300,000 in Years 2 through 5) was specifically designed to reflect a six-month implementation and ramp period during which Quorum would have reduced access to the full data suite. Continued delay in executing the MDLA compresses the period available for Quorum to complete the implementation and begin realizing the full value of the license, effectively causing Quorum to pay full Year 2 pricing before it has had the opportunity to fully onboard and integrate the data products.

Additionally, we note that Quorum has an obligation under its revolving credit facility with Standish National Bank, N.A. to obtain lender consent for intellectual property licenses exceeding $25,000,000 in aggregate value. This obligation arises under Section 7.12(b) of 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. The timing of Quorum's lender consent process is dependent upon the finalization of the material terms of the MDLA, as Standish National Bank will require a substantially final form of the agreement (or, at minimum, an executed term sheet reflecting all material economic terms) before commencing its review. Further delay in resolving the MFN and derived-data issues directly complicates Quorum's internal approval timeline and introduces additional risk of delay downstream.

V. Escalation Notice

In light of the foregoing, we wish to advise you that if the parties are unable to make meaningful progress toward resolving the MFN and derived-data issues within the coming weeks, Quorum intends to escalate the matter to the C-suite level for direct principal-to-principal engagement.

Specifically, Margaret "Meg" Tierney, Quorum's Chief Executive Officer, is prepared to engage directly with Vincent "Vince" Halstead, Meridian's Chief Executive Officer, to seek a commercial resolution of these issues at the principal level. Quorum's General Counsel and Executive Vice President, Carolyn Whitford, and Quorum's Chief Data Officer, Rajesh Anand, are fully apprised of and share the concerns expressed in this letter. Both Ms. Whitford and Mr. Anand have reviewed this correspondence in advance of its transmission to your office.

We wish to emphasize that Quorum's strong preference is to resolve these issues at the working and counsel level, without the need for executive escalation. We believe that the issues are capable of resolution through continued good-faith negotiation between experienced counsel, provided that Meridian is willing to demonstrate meaningful flexibility in its positions. Accordingly, we urge you to consult with Meridian's leadership — including General Counsel Arthur Pennington and Senior Vice President, Data Licensing & Partnerships, Keith Marlow — to determine whether there is room for movement in Meridian's position on either or both of these issues. A signal from Meridian's leadership that there is a willingness to engage on alternative structures or compromise positions would be constructive and would, in our judgment, significantly improve the prospects for a successful resolution at the working level.

VI. Reservation of Rights and Continued Good Faith

Notwithstanding the concerns expressed herein, Quorum remains fully committed to completing the MDLA and values the commercial relationship with Meridian. The data products that Meridian has developed are of significant quality and relevance to Quorum's business, and Quorum believes that a completed MDLA would be mutually beneficial for both parties.

We wish to emphasize that this letter is sent in a spirit of good faith and transparency. It is not intended as, and should not be construed as, an ultimatum. Rather, the purpose of this letter is to ensure that the seriousness of the current impasse is clearly understood by all stakeholders on the Meridian side, so that the parties can engage in an informed and productive dialogue aimed at resolving the remaining open issues.

That said, Quorum expressly reserves all of its rights and remedies, whether arising under contract, at law, or in equity, including without limitation the right to explore alternative data-source arrangements with other providers in the credit-data and consumer-analytics market if the parties are ultimately unable to reach agreement on commercially acceptable terms for the MDLA. Quorum's continued engagement in these negotiations should not be construed as a waiver of any such rights or remedies.

Nothing in this letter modifies, amends, or waives the terms of the Mutual Non-Disclosure Agreement between Quorum and Meridian (Reference No. NDA-QIH-MCI-2022-001), dated August 15, 2022 (the "Mutual NDA"), which remains in full force and effect in accordance with its terms. We confirm that this letter and its contents constitute Confidential Information of Quorum within the meaning of the Mutual NDA and are subject to the confidentiality obligations set forth therein. We request that Meridian and KP&A treat this correspondence accordingly.

VII. Request for Response

Quorum respectfully requests that Meridian provide a substantive written response to this letter within fifteen (15) business days of the date hereof (i.e., on or before May 16, 2023). We ask that Meridian's response address both the MFN Provision and the Derived-Data Provisions and identify, with specificity, any areas in which Meridian's position may have evolved or in which Meridian is prepared to consider alternative approaches.

Upon receipt of Meridian's response, we suggest that the parties promptly schedule a call or in-person meeting to discuss a path forward. We are prepared to make ourselves available at your convenience and, to the extent the parties believe it would be productive, to engage in a structured mediation or facilitated negotiation process with the assistance of a neutral mediator.

For day-to-day scheduling and substantive communications regarding the MDLA, the primary contact at our firm is Wendy Schultz, Lead Associate, who may be reached at (212) 558-4217 or wschultz@calderwoodharkness.com. For partner-level engagement, I remain available at the contact information set forth below.

We look forward to receiving Meridian's response and to continuing these discussions in a constructive and productive manner.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Leonard Cross Partner

Direct: (212) 558-4155

Email: lcross@calderwoodharkness.com

cc: (via email)

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

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

Wendy Schultz, Associate, Calderwood & Harkness LLP

Patricia Heng, Senior Counsel, Calderwood & Harkness LLP

Nina Chastain, Associate, Kessler Pruitt & Ashe LLP

PRIVILEGED AND CONFIDENTIAL

This letter and the information contained herein are privileged and confidential and are intended solely for the use of the addressee and the individuals copied hereon. This correspondence is subject to the Mutual Non-Disclosure Agreement (NDA-QIH-MCI-2022-001), dated August 15, 2022, between Quorum Insurance Holdings Corp. and Meridian Credit intelligence, Inc. Any unauthorized review, use, disclosure, or distribution of this communication is strictly prohibited. If you have received this letter in error, please notify the sender immediately and destroy all copies.

C&H Matter No. 1025-00008

CALDERWOOD & HARKNESS LLP Counselors at Law
425 Park Avenue New York, New York 10022
Telephone: (212) 558-4000 Facsimile: (212) 558-3588
www.calderwoodharkness.com
April 25, 2023
Via Email and First Class Mail
Graham Whitley, Esq. Partner, Technology & Licensing Kessler Pruitt & Ashe LLP 1180 Peachtree Street NE, Suite 3000 Atlanta, GA 30309
Copy also directed to KP&A's New York office: 51 Madison Avenue, 22nd Floor New York, NY 10010
Re: Master Data License Agreement Between Quorum Insurance Holdings Corp. and Meridian Credit intelligence, Inc. — Most Favored Nation Pricing and Derived-Data Rights C&H Matter No. 1025-00008
Dear Graham:
I. Introduction and Purpose
This firm represents Quorum Insurance Holdings Corp. ("Quorum") in connection with the negotiation of the proposed five-year Master Data License Agreement (the "MDLA") with Meridian Credit intelligence, Inc. ("Meridian"). We write to formally communicate Quorum's significant and growing concern regarding the continued impasse on two critical open issues in the MDLA negotiations: (a) the most favored nation pricing clause (the "MFN Provision") and (b) derived-data intellectual property ownership and commercialization rights (the "Derived-Data Provisions").
As you are aware, these two issues have been identified as the principal obstacles to completing the MDLA since the first in-person negotiation session held at our offices in New York on January 18, 2023. They remained unresolved following the second full-day session held at your firm's offices in Atlanta on March 9, 2023, and the several telephonic and video conferences that have taken place between sessions. Despite the good-faith efforts of counsel on both sides, the parties' positions on these two issues remain far apart, and we believe it is important to set forth Quorum's views in writing so that all stakeholders on the Meridian side have full visibility into the nature and depth of Quorum's concerns.
We wish to emphasize at the outset that substantial progress has been achieved on many other provisions of the MDLA. The parties have reached agreement, or near-agreement, on the service level commitments, data-delivery specifications and technical integration protocols, insurance and indemnification requirements, and certain confidentiality provisions. Quorum values this progress and is committed to preserving it. Our client's strong preference is to bring this transaction to a successful close on a commercially reasonable timeline.
The significance of this transaction to both parties cannot be overstated. The total deal value under the proposed MDLA is approximately $60,000,000 over the five-year initial term, comprised of $10,800,000 in Year 1 (reflecting the reduced-access implementation ramp period) and $12,300,000 per annum in each of Years 2 through 5, together with a one-time implementation fee of $1,500,000 payable upon execution. This represents a material commercial commitment by Quorum — one of the largest single data-licensing engagements in the insurance industry — and it underscores the seriousness and good faith with which Quorum has approached, and continues to approach, these negotiations.
It is against this backdrop that we write to address the two remaining open issues in detail and to request that Meridian and its counsel reconsider the positions taken to date.
II. The Most Favored Nation Pricing Impasse
A. Quorum's Position on MFN Pricing
Throughout the negotiation of the MDLA, Quorum has consistently requested the inclusion of a most favored nation pricing provision. The core objective of the MFN Provision is straightforward: if, at any time during the term of the MDLA, Meridian offers any other insurance-industry licensee within the defined comparator group more favorable per-record pricing, volume discounts, or fee terms for substantially comparable data products and services, Quorum's pricing under the MDLA would automatically be adjusted downward to match the more favorable terms.
Quorum has been deliberate in crafting a narrowly tailored MFN Provision. The proposed scope of the comparator group is limited to U.S.-domiciled insurance carriers, managing general agents, and insurtech firms with annual premiums written of $500 million or greater. This scope is intentionally narrow and does not extend to Meridian's entire customer base, which we understand includes financial institutions, fintech companies, government agencies, and other non-insurance entities. The MFN Provision, as proposed, is designed to ensure competitive parity within Quorum's specific market segment — nothing more.
The MFN clause, as drafted in Quorum's proposed standalone rider (the "MFN Rider") transmitted to your office on January 20, 2023, includes reasonable notification and audit procedures to facilitate administration of the provision. Specifically, the MFN Rider contemplates:
(i) an annual certification by Meridian that no more favorable pricing has been offered to a comparator licensee during the preceding twelve-month period;
(ii) in the event Quorum has a good-faith basis to believe that more favorable pricing has been offered, the right to engage an independent third-party auditor (selected from a pre-approved list of nationally recognized accounting firms) to conduct a limited review of Meridian's comparator-licensee pricing on a confidential, anonymized basis; and
(iii) a prompt retroactive adjustment mechanism if the audit reveals that Quorum's effective per-record pricing exceeded the most favorable rate offered to a comparator licensee during the relevant period.
Quorum's position on MFN pricing is not based solely on commercial preference. It is supported by the independent pricing benchmark study delivered by Pinnacle Ridge Advisory LLC on February 14, 2023, under the direction of Managing Director Franklin Osei. The Pinnacle Ridge study surveyed enterprise data-licensing arrangements across the financial services and insurance sectors and confirmed that MFN protections are prevalent in agreements of this scale and duration. Specifically, the study found that approximately seventy-two percent of data-licensing agreements with aggregate values exceeding $25 million over a multi-year term included some form of most favored nation or price-parity protection. The Pinnacle Ridge study was shared with your office on February 17, 2023, and we have not received any substantive response to its findings.
B. Meridian's Rejection and Quorum's Response
We note that Meridian, through your firm, has categorically rejected any form of MFN clause in the MDLA. This position was communicated in your letter of February 28, 2023, and was confirmed by Meridian's representatives at the March 9, 2023 Atlanta session. Meridian has not, to date, offered any counterproposal or alternative pricing-protection mechanism.
We understand Meridian's stated objections to the MFN Provision to be fourfold: (a) that an MFN would conflict with Meridian's confidentiality obligations to other licensees; (b) that cross-licensee price comparisons are impracticable given the bespoke nature of Meridian's data packages; (c) that an MFN would be viewed as a margin risk in the context of Meridian's strategic plans, including any future capital-raising or liquidity events; and (d) that an MFN in the credit-data market raises antitrust sensitivities. We address each of these objections in turn.
Confidentiality. Quorum acknowledges the importance of maintaining the confidentiality of Meridian's commercial relationships. However, the MFN mechanism proposed by Quorum has been specifically designed to address this concern. As described above, the MFN Rider contemplates that any pricing audit would be conducted by an independent, nationally recognized third-party auditor operating under strict confidentiality protections, including a separate confidentiality agreement between the auditor and Meridian. The audit would be conducted on an anonymized basis, and the auditor's report to Quorum would be limited to a binary determination — i.e., whether or not Quorum's effective per-record pricing exceeded the most favorable rate offered to a comparator licensee — without disclosing specific licensee identities, contract terms, or data-package configurations. This structure is well-established in the data-licensing market and is specifically designed to avoid any disclosure of confidential licensee information.
Impracticability. We respectfully disagree with the assertion that meaningful cross-licensee price comparisons cannot be made because of the bespoke nature of Meridian's data packages. The MFN Provision, as proposed, is benchmarked on an effective per-record rate basis. This methodology normalizes pricing across different data-package configurations by dividing the total annual fees by the number of records, data elements, or query volumes included in the applicable license. The effective per-record rate is a well-established and widely used methodology in the data-licensing market — it is the standard approach used by Pinnacle Ridge Advisory and other leading benchmarking firms — and it provides a commercially reasonable basis for comparing pricing across agreements that may differ in scope, volume, or product mix. We note that Meridian itself uses per-record pricing as the basis for its rate cards and volume discount schedules, which further supports the administrability of this approach.
Strategic and Margin Concerns. Quorum is a sophisticated commercial counterparty negotiating an arm's-length commercial agreement. Pricing protections of the type proposed by Quorum are routine in enterprise data-licensing transactions and should not present concerns in any reasonable due diligence process. To the contrary, MFN provisions are commonly encountered — and accepted — by acquirors, investors, and lenders in the context of evaluating data-platform businesses. We do not believe it is appropriate for Meridian to condition the terms of a bilateral commercial agreement on its anticipated reaction in future capital markets or M&A transactions, particularly where the proposed MFN is narrowly scoped and commercially standard.
Antitrust. Quorum has carefully considered the antitrust implications of the proposed MFN Provision. Quorum's own analysis, informed by consultation with antitrust counsel, confirms that a bilateral MFN clause of this nature — limited to a single licensee's pricing protection and not involving any coordination, information exchange, or agreement among competing licensees — does not raise cognizable antitrust concerns under current Department of Justice and Federal Trade Commission enforcement guidance. The antitrust concerns that have been identified in recent enforcement actions relate primarily to multilateral MFN arrangements, platform-wide pricing parity mandates, and hub-and-spoke conspiracies — none of which are implicated by the narrowly tailored, bilateral MFN proposed here. We would be pleased to share our antitrust analysis with your firm if that would be helpful to the discussion.
In sum, Quorum is deeply concerned that Meridian's blanket refusal to engage on any form of pricing protection leaves Quorum exposed to a significant and potentially material pricing disadvantage over the five-year term of the MDLA. Given the substantial aggregate fees at stake — $60,000,000 over the initial term alone, with renewal pricing subject to further negotiation — the absence of any pricing-protection mechanism would be a significant departure from market practice and would impose an unacceptable level of commercial risk on Quorum.
C. Request for Reconsideration
Quorum formally requests that Meridian reconsider its position on MFN pricing. We recognize that the specific mechanics of an MFN provision are subject to negotiation, and Quorum is prepared to discuss modifications to the scope of the comparator group, the mechanics of the audit process, the frequency of MFN benchmarking, or other aspects of the MFN Rider in order to address Meridian's legitimate concerns. What Quorum cannot accept, however, is a transaction of this magnitude and duration without some form of meaningful pricing protection.
We note in this regard that Quorum reserves the right to propose alternative pricing-protection mechanisms — including but not limited to periodic pricing audit rights, benchmark adjustment clauses, or renegotiation triggers tied to market pricing indices — if the parties are unable to reach agreement on a traditional MFN structure. We intend to present any such alternative proposals in subsequent discussions, and we raise this point here only to underscore Quorum's flexibility and willingness to work toward a mutually acceptable solution.
III. The Derived-Data Rights Impasse
A. Quorum's Position on Derived Data
The second critical open issue in the MDLA negotiation concerns the ownership and commercialization of Derived Data. Quorum's position, which has been consistent since the outset of these negotiations, is as follows:
Quorum should own all intellectual property rights in any data, models, scores, indices, or analytics outputs created by Quorum using licensed Meridian data as an input (collectively, "Derived Data"), as set forth in Quorum's proposed Article VII of the MDLA transmitted to your office in January 2023. This ownership should be complete, unencumbered, and free from any reversionary interest, license-back obligation, or revenue-sharing requirement in favor of Meridian.
Furthermore, Quorum should have unrestricted rights to use, sublicense, and commercially exploit Derived Data — including distribution and licensing to third parties outside Quorum's corporate group — without the payment of additional fees to, or the prior written consent of, Meridian. These rights should survive any expiration or termination of the MDLA with respect to Derived Data created during the term of the agreement.
This position reflects both settled law and commercial reality. Quorum is making — and will continue to make — substantial independent investments in data science, engineering, and model development. The Derived Data that Quorum creates will incorporate multiple proprietary inputs, including:
(i) Quorum's proprietary first-party data, including claims data, policy data, and telematics data drawn from Quorum's own insurance operations across forty-seven states;
(ii) Quorum's proprietary algorithms and machine-learning models, developed by Quorum's in-house data science team at significant cost;
(iii) Quorum's independent intellectual effort in designing, training, validating, and deploying predictive models and analytics tools; and
(iv) third-party data inputs from sources other than Meridian, including demographic, geospatial, weather, and public-records data.
Meridian's raw credit data will serve as one input among many in the creation of Derived Data. The transformative value — the intellectual contribution that converts raw data inputs into actionable predictive analytics — is supplied entirely by Quorum.
We note in particular the significance of QuorumScore™, Quorum's proprietary predictive underwriting model currently the subject of a pending utility patent application with the United States Patent and Trademark Office (Serial No. 97/482,116). QuorumScore™ blends Meridian credit data with Quorum's own first-party claims and policy data, together with alternative data sources, through a proprietary ensemble machine-learning architecture developed by Quorum's data science team. QuorumScore™ is central to Quorum's underwriting competitive advantage and is a key component of Quorum's planned business-to-business data-licensing revenue strategy. The terms proposed by Meridian, as described below, would directly and materially impair Quorum's ability to commercialize QuorumScore™ and related products.
B. Meridian's Demands and Quorum's Objections
Meridian, through your firm, has communicated three principal demands with respect to Derived Data. Quorum objects to each of these demands for the reasons set forth below.
1. Perpetual, Royalty-Free License-Back. Meridian has demanded a perpetual, irrevocable, royalty-free license-back on all Derived Data, granting Meridian the right to use Derived Data for Meridian's own internal and external purposes without restriction.
Quorum objects strenuously to this demand. Granting Meridian a perpetual, royalty-free right to use Derived Data that incorporates Quorum's proprietary models, algorithms, and first-party data would effectively transfer Quorum's competitive advantage to its data supplier. Derived Data created by Quorum will embody years of investment in data science, actuarial research, and model development — Intellectual property that is core to Quorum's business. A license-back of this scope would enable Meridian to benefit from Quorum's innovations and offer competing or derivative products to Quorum's competitors in the insurance market, without compensation to Quorum and without any independent investment of its own. This is a commercially unacceptable outcome, and we are not aware of any market precedent supporting a demand of this nature in a data-licensing transaction between a data supplier and a data consumer.
2. "Sufficient Transformation" Standard with Sole Meridian Discretion. Meridian has demanded that Quorum be prohibited from selling, sublicensing, or otherwise distributing Derived Data to any third party unless the Derived Data has been "sufficiently transformed" such that no Meridian raw data can be reverse-engineered from the Derived Data — with Meridian retaining sole and unreviewable discretion to determine whether the standard of "sufficient transformation" has been met.
Quorum objects to this demand on multiple grounds. First, vesting Meridian with sole and unreviewable discretion to determine whether Derived Data may be commercialized creates, in effect, an unbounded veto right over Quorum's business strategy. Meridian would be empowered to block any commercialization of Quorum's Derived Data products at any time, for any reason or no reason, without recourse or appeal. This is fundamentally inconsistent with Quorum's ownership of the Derived Data and would render Quorum's ownership rights illusory. Second, the standard itself — "sufficient transformation" such that no raw data can be "reverse-engineered" — is unworkably vague and subjective. It provides no objective criteria, no technical benchmarks, and no procedural safeguards for Quorum. The absence of any defined standard would create perpetual uncertainty and would chill Quorum's willingness to invest in the development of new Derived Data products. Third, we note that Meridian has declined to provide any examples, technical specifications, or guidelines that would give content to the "sufficient transformation" standard, despite Quorum's repeated requests during the March 9 session and in subsequent correspondence.
3. Fifteen Percent Revenue Share. Meridian has demanded a revenue-sharing arrangement under which Meridian would receive fifteen percent (15%) of net revenues attributable to Quorum's third-party commercialization of any Derived Data that Meridian deems to have been "sufficiently transformed" and therefore approved for external distribution.
Quorum objects to this demand. A fifteen percent revenue share on Quorum's downstream commercialization activities is not supported by market practice. Our firm's survey of comparable data-licensing arrangements in the insurance, financial services, and credit-data sectors confirms that revenue-sharing obligations of this magnitude on derived or value-added data products are rare and are typically reserved for true joint-venture arrangements or co-development agreements — not for standard data-licensing relationships in which one party supplies raw data and the other party independently develops derived analytics products. The proposed revenue share would impose a material, ongoing financial burden on Quorum's planned B2B data-licensing business line and is disproportionate to Meridian's contribution as a raw-data supplier. We also note the fundamental incongruity between Meridian's demand for a revenue share and its simultaneous demand for a perpetual, royalty-free license-back: Meridian seeks both to benefit from Quorum's Derived Data at no cost (through the license-back) and to extract a share of Quorum's revenues from that same Derived Data (through the revenue share). These positions are, in Quorum's view, irreconcilable.
The Derivative Work Disagreement. We wish to address directly the fundamental legal disagreement underlying the derived-data impasse. We understand that Meridian characterizes Derived Data as a "derivative work" under Section 103 of the Copyright Act (17 U.S.C. § 103), subject to Meridian's purported underlying intellectual property rights in the raw credit data that serves as an input.
Quorum respectfully but firmly disagrees with this characterization. The outputs of Quorum's proprietary machine-learning models — including, but not limited to, predictive scores, risk indices, and segment classifications — do not constitute "derivative works" within the meaning of the Copyright Act. These outputs are the product of Quorum's independent intellectual effort and proprietary analytical processes. They are not recasts, transformations, or adaptations of Meridian's raw data; rather, they are new, independently created works that bear no meaningful resemblance to the underlying raw data inputs. This is particularly true of live predictions generated using new, non-Meridian inputs at inference time, where the Meridian data was used solely during the model training phase. Moreover, to the extent that Meridian claims copyright protection in its raw data compilations, we note that copyright protection in factual compilations is thin and extends only to the selection, coordination, and arrangement of the data — not to the underlying facts themselves. See Feist Publ'ns, Inc. v. Rural Tel. Serv. Co., 499 U.S. 340 (1991). The outputs of Quorum's models are not traceable to any protectable selection, coordination, or arrangement in Meridian's data compilations.
We reserve the right to address this legal question in greater detail if it becomes necessary.
C. Request for Reconsideration
Quorum formally requests that Meridian reconsider its derived-data demands in their entirety. The license-back, sole-discretion "sufficient transformation" standard, and revenue-sharing demands, individually and collectively, are commercially unreasonable and inconsistent with Quorum's ownership of independently created intellectual property.
Quorum recognizes that Meridian has a legitimate interest in preventing the unauthorized redistribution of its raw data. Quorum shares that interest and has never proposed — nor would it propose — any arrangement that would permit Quorum to resell, redistribute, or otherwise make available Meridian's raw credit data to third parties outside the scope of the MDLA. To that end, Quorum is willing to engage in good-faith discussions regarding reasonable safeguards to protect Meridian's legitimate interests, including, by way of example:
(a) technical de-identification standards and protocols ensuring that Derived Data distributed to third parties does not contain or permit the reconstruction of individual-level Meridian raw data records;
(b) contractual use restrictions on Meridian's raw data within the MDLA itself, clearly delineating the scope of Quorum's license to use raw data and prohibiting unauthorized redistribution; and
(c) an objective, jointly developed technical standard — applied by a mutually agreed-upon independent technical expert or panel, rather than by Meridian in its sole discretion — for determining when analytical outputs are sufficiently transformed and de-identified to be appropriately classified as Derived Data for purposes of Quorum's commercialization rights.
Quorum believes that a framework of this nature would fully address Meridian's legitimate concerns while preserving Quorum's ownership of, and right to commercialize, its independently created Derived Data. We urge Meridian to engage constructively on these alternatives.
IV. Impact of Continued Impasse on Transaction Timeline
We wish to draw your attention to the significant impact that the continued impasse on these two issues is having on the transaction timeline and on Quorum's business.
The MDLA negotiation has now been ongoing for approximately eight months since Meridian's initial term sheet was delivered on September 12, 2022, and for over five months since the parties first exchanged full MDLA drafts in October and November 2022. While certain of those months have been productively spent resolving other provisions, the MFN and derived-data issues have remained substantially unchanged since January 2023.
The failure to resolve these issues is causing concrete business harm to Quorum. Quorum's planned integration of Meridian's data products — the MCI Consumer Credit File™, MCI CommercialView™, and MCI AltSignal™ — into Quorum's underwriting and analytics platforms cannot proceed until the MDLA is executed and the implementation phase commences. Every month of delay in executing the MDLA is a month lost from the integration timeline, depriving Quorum of the enhanced underwriting precision and competitive differentiation that the Meridian data products are intended to provide.
We note in this regard that the Year 1 pricing structure of the MDLA ($10,800,000, as compared to $12,300,000 in Years 2 through 5) was specifically designed to reflect a six-month implementation and ramp period during which Quorum would have reduced access to the full data suite. Continued delay in executing the MDLA compresses the period available for Quorum to complete the implementation and begin realizing the full value of the license, effectively causing Quorum to pay full Year 2 pricing before it has had the opportunity to fully onboard and integrate the data products.
Additionally, we note that Quorum has an obligation under its revolving credit facility with Standish National Bank, N.A. to obtain lender consent for intellectual property licenses exceeding $25,000,000 in aggregate value. This obligation arises under Section 7.12(b) of 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. The timing of Quorum's lender consent process is dependent upon the finalization of the material terms of the MDLA, as Standish National Bank will require a substantially final form of the agreement (or, at minimum, an executed term sheet reflecting all material economic terms) before commencing its review. Further delay in resolving the MFN and derived-data issues directly complicates Quorum's internal approval timeline and introduces additional risk of delay downstream.
V. Escalation Notice
In light of the foregoing, we wish to advise you that if the parties are unable to make meaningful progress toward resolving the MFN and derived-data issues within the coming weeks, Quorum intends to escalate the matter to the C-suite level for direct principal-to-principal engagement.
Specifically, Margaret "Meg" Tierney, Quorum's Chief Executive Officer, is prepared to engage directly with Vincent "Vince" Halstead, Meridian's Chief Executive Officer, to seek a commercial resolution of these issues at the principal level. Quorum's General Counsel and Executive Vice President, Carolyn Whitford, and Quorum's Chief Data Officer, Rajesh Anand, are fully apprised of and share the concerns expressed in this letter. Both Ms. Whitford and Mr. Anand have reviewed this correspondence in advance of its transmission to your office.
We wish to emphasize that Quorum's strong preference is to resolve these issues at the working and counsel level, without the need for executive escalation. We believe that the issues are capable of resolution through continued good-faith negotiation between experienced counsel, provided that Meridian is willing to demonstrate meaningful flexibility in its positions. Accordingly, we urge you to consult with Meridian's leadership — including General Counsel Arthur Pennington and Senior Vice President, Data Licensing & Partnerships, Keith Marlow — to determine whether there is room for movement in Meridian's position on either or both of these issues. A signal from Meridian's leadership that there is a willingness to engage on alternative structures or compromise positions would be constructive and would, in our judgment, significantly improve the prospects for a successful resolution at the working level.
VI. Reservation of Rights and Continued Good Faith
Notwithstanding the concerns expressed herein, Quorum remains fully committed to completing the MDLA and values the commercial relationship with Meridian. The data products that Meridian has developed are of significant quality and relevance to Quorum's business, and Quorum believes that a completed MDLA would be mutually beneficial for both parties.
We wish to emphasize that this letter is sent in a spirit of good faith and transparency. It is not intended as, and should not be construed as, an ultimatum. Rather, the purpose of this letter is to ensure that the seriousness of the current impasse is clearly understood by all stakeholders on the Meridian side, so that the parties can engage in an informed and productive dialogue aimed at resolving the remaining open issues.
That said, Quorum expressly reserves all of its rights and remedies, whether arising under contract, at law, or in equity, including without limitation the right to explore alternative data-source arrangements with other providers in the credit-data and consumer-analytics market if the parties are ultimately unable to reach agreement on commercially acceptable terms for the MDLA. Quorum's continued engagement in these negotiations should not be construed as a waiver of any such rights or remedies.
Nothing in this letter modifies, amends, or waives the terms of the Mutual Non-Disclosure Agreement between Quorum and Meridian (Reference No. NDA-QIH-MCI-2022-001), dated August 15, 2022 (the "Mutual NDA"), which remains in full force and effect in accordance with its terms. We confirm that this letter and its contents constitute Confidential Information of Quorum within the meaning of the Mutual NDA and are subject to the confidentiality obligations set forth therein. We request that Meridian and KP&A treat this correspondence accordingly.
VII. Request for Response
Quorum respectfully requests that Meridian provide a substantive written response to this letter within fifteen (15) business days of the date hereof (i.e., on or before May 16, 2023). We ask that Meridian's response address both the MFN Provision and the Derived-Data Provisions and identify, with specificity, any areas in which Meridian's position may have evolved or in which Meridian is prepared to consider alternative approaches.
Upon receipt of Meridian's response, we suggest that the parties promptly schedule a call or in-person meeting to discuss a path forward. We are prepared to make ourselves available at your convenience and, to the extent the parties believe it would be productive, to engage in a structured mediation or facilitated negotiation process with the assistance of a neutral mediator.
For day-to-day scheduling and substantive communications regarding the MDLA, the primary contact at our firm is Wendy Schultz, Lead Associate, who may be reached at (212) 558-4217 or wschultz@calderwoodharkness.com. For partner-level engagement, I remain available at the contact information set forth below.
We look forward to receiving Meridian's response and to continuing these discussions in a constructive and productive manner.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Leonard Cross Partner
Direct: (212) 558-4155
Email: lcross@calderwoodharkness.com
cc: (via email)
Carolyn Whitford, General Counsel & Executive Vice President, Quorum Insurance Holdings Corp.
Gregory Stahl, Vice President, Legal Affairs, Quorum Insurance Holdings Corp.
Wendy Schultz, Associate, Calderwood & Harkness LLP
Patricia Heng, Senior Counsel, Calderwood & Harkness LLP
Nina Chastain, Associate, Kessler Pruitt & Ashe LLP
PRIVILEGED AND CONFIDENTIAL
This letter and the information contained herein are privileged and confidential and are intended solely for the use of the addressee and the individuals copied hereon. This correspondence is subject to the Mutual Non-Disclosure Agreement (NDA-QIH-MCI-2022-001), dated August 15, 2022, between Quorum Insurance Holdings Corp. and Meridian Credit intelligence, Inc. Any unauthorized review, use, disclosure, or distribution of this communication is strictly prohibited. If you have received this letter in error, please notify the sender immediately and destroy all copies.
C&H Matter No. 1025-00008

CALDERWOOD & HARKNESS LLP Counselors at Law

CALDERWOOD & HARKNESS LLP

PRIVILEGED AND CONFIDENTIAL

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