[sheet: Closing Checklist]

Item #	Document / Deliverable	Description	Responsible Party	Status	Date Completed	Notes
1	Enterprise SaaS Subscription Agreement (Execution Version)	Master agreement between Quorum Insurance Holdings Corp. (Licensee) and Clearpoint Analytics, Inc. (Licensor) for the ClaimsIQ™ platform; 5-year initial term; TCV $7,000,000; ACV $1,400,000; CPI escalator capped at 3.5%/yr; 1,200 named users; mutual indemnification (IP/general cap at 2× TCV = $14,000,000; data-breach indemnification uncapped; general liability cap at 1× TCV = $7,000,000); governed by State of Connecticut law; dispute resolution via Pinnacle Dispute Resolution Services mediation then AAA arbitration in Hartford, CT.	Quorum (Patricia Okonkwo, General Counsel) / Clearpoint (Anita Rajan, CEO)	Complete	April 26, 2024	Signed by Patricia Okonkwo for Quorum and Anita Rajan for Clearpoint. Effective date: April 26, 2024. Incorporates Exhibits A–D.
2	Exhibit A — Statement of Work / Service Description	Platform scope (claims triage, fraud detection, analytics dashboards); deployment across Hartford, CT; Dallas, TX; Jacksonville, FL; 1,200 named users; overage rate $150/user/month; implementation milestones; integration with Quorum's policy administration systems; training; acceptance criteria.	Clearpoint Analytics, Inc. / Quorum Insurance Holdings Corp.	Complete	April 26, 2024	Executed as part of the SaaS Subscription Agreement.
3	Exhibit B — Service Level Agreement	99.7% monthly uptime SLA (excl. scheduled maintenance: Sundays 2:00–6:00 AM ET, up to 4 hrs/month); service credits of 2% of monthly fee ($2,333) per 0.1% shortfall; max monthly credit 15% ($17,500); chronic failure termination right if uptime <99.0% for 3 consecutive months with pro-rata refund.	Clearpoint Analytics, Inc.	Complete	April 26, 2024	Executed as part of the SaaS Subscription Agreement.
4	Exhibit C — Data Processing Addendum (DPA)	Customer Data ownership (sole and exclusive to Quorum); Aggregated Data restrictions (de-identified only, no re-identification, no third-party sale, Quorum prior written consent required); data portability (ACORD XML and CSV export within 60 days post-termination; destruction certification within 30 days); subprocessors: Cobalt Cloud Infrastructure, Inc. (hosting) and Redline Document AI, LLC (OCR); 30-day objection right for new subprocessors; compliance with CTDPA, HIPAA, and NAIC Insurance Data Security Model Law (CT).	Clearpoint Analytics, Inc. / Quorum Insurance Holdings Corp.	Complete	April 26, 2024	Executed as part of the SaaS Subscription Agreement. Clearpoint acts as data processor; Quorum as data controller.
5	Exhibit D — Security Requirements	SOC 2 Type II audit (Hawthorne & Ellers, CPAs LLP; delivered within 90 days of audit-period close); annual penetration testing (Sentinel Cyber Solutions LLC; executive summary within 30 days); encryption AES-256 at rest / TLS 1.2+ in transit; 24-hour breach notification; insurance requirements (CGL $5M/$10M, Tech E&O/Cyber $10M/$20M, WC statutory) via Northern Ridge Mutual Insurance Company.	Clearpoint Analytics, Inc.	Complete	April 26, 2024	Executed as part of the SaaS Subscription Agreement.
6	Technology Escrow Agreement	Three-party agreement among Quorum (Beneficiary), Clearpoint (Depositor), and Granite Trust Company, N.A. (Escrow Agent) for deposit of ClaimsIQ™ source code, build scripts, documentation, and database schemas; quarterly updates; release conditions: (i) bankruptcy/involuntary petition not dismissed within 60 days, (ii) cessation of business, (iii) material breach uncured within 60 days after notice. Annual fee $4,500 split equally ($2,250 each). Governed by Connecticut law.	Quorum / Clearpoint / Granite Trust Company, N.A.	Complete	May 3, 2024	Executed by all three parties. Granite Trust Company, N.A., 300 Main Street, Suite 100, Stamford, CT 06901.
7	Year 1 Subscription Payment	Annual subscription payment of $1,400,000 for Year 1 of the 5-year term, due within 30 days of execution per SaaS Subscription Agreement payment terms.	Quorum Insurance Holdings Corp. (Malcolm Tsai, VP of Procurement)	Complete	May 2, 2024	Payment of $1,400,000 remitted by Quorum to Clearpoint Analytics, Inc. Years 2–5 subject to CPI escalator capped at 3.5%/yr (Year 2 max: $1,449,000; Year 5 max: ~$1,607,523).
8	SOC 2 Type II Audit Report	SOC 2 Type II report covering audit period April 1, 2023 – March 31, 2024, conducted by Hawthorne & Ellers, CPAs LLP. Required delivery within 90 days of audit-period close per Exhibit D.	Clearpoint Analytics, Inc.	Complete	May 3, 2024	Report delivered to Quorum. Ongoing annual delivery obligation.
9	Insurance Certificates	Certificates of insurance evidencing: CGL ($5M per occurrence / $10M aggregate), Technology E&O / Cyber Liability ($10M per claim / $20M aggregate), Workers' Compensation (statutory limits). Carrier: Northern Ridge Mutual Insurance Company.	Clearpoint Analytics, Inc.	Complete	April 26, 2024	Certificates naming Quorum Insurance Holdings Corp. as additional insured where applicable.
10	Clearpoint Board Authorization / Officer's Certificate	Certificate of Clearpoint's authorized officer confirming board approval of the SaaS Subscription Agreement and Technology Escrow Agreement, and authority of Anita Rajan (CEO) to execute on behalf of Clearpoint Analytics, Inc.	Clearpoint Analytics, Inc. (Anita Rajan, CEO)	Complete	April 26, 2024	Delivered at signing. Reviewed for consistency with Ridgeway Capital Partners, LP majority ownership (~62%) and any applicable investor consent requirements.
11	Quorum Officer's Certificate	Certificate of Quorum's authorized officer confirming corporate authority to enter into the SaaS Subscription Agreement and Technology Escrow Agreement, and authority of Patricia Okonkwo (General Counsel) to execute on behalf of Quorum Insurance Holdings Corp.	Quorum Insurance Holdings Corp. (Patricia Okonkwo, General Counsel)	Complete	April 26, 2024	Delivered at signing.
12	Subprocessor List Confirmation	Written confirmation from Clearpoint of current subprocessor list as of closing: (1) Cobalt Cloud Infrastructure, Inc. (hosting / IaaS; 500 Terry Francine Street, San Jose, CA 95128) and (2) Redline Document AI, LLC (OCR processing). Quorum retains 30-day objection right for any new subprocessors per DPA (Exhibit C).	Clearpoint Analytics, Inc. (Samuel Otieno, VP of Product & Engineering)	Complete	April 26, 2024	List reviewed and accepted by Quorum. Dravello Data Compliance Advisors LLC (Miriam Tanaka, Principal Consultant) assessed subprocessor data-handling practices in privacy impact assessment completed April 8, 2024.
SUMMARY	All 12 closing deliverables confirmed complete as of May 6, 2024. Matter closed (closed_completed). Prepared by Gabrielle Moss, Calderwood & Harkness LLP. Matter No. 1025-00009.	All Complete	May 6, 2024	No outstanding items.

[sheet: Matter Summary]

Field	Detail
Matter Number	1025-00009
Client	Quorum Insurance Holdings Corp. (Nasdaq: QIHC)
Client Address	280 Constitution Plaza, Suite 1400, Hartford, CT 06103
Client Contact — General Counsel	Patricia Okonkwo
Client Contact — CIO (Business Sponsor)	Derek Langston
Client Contact — VP of Procurement	Malcolm Tsai
Counterparty	Clearpoint Analytics, Inc.
Counterparty Address	200 South Wacker Drive, Suite 3100, Chicago, IL 60606
Counterparty Contact — CEO	Anita Rajan
Counterparty Contact — CRO	Theodore Marsh
Counterparty's Counsel	Whitfield Greer & Associates LLP (Damian Cho, Partner; Leona Burris, Associate)
Counterparty's Counsel Address	71 South Dearborn Street, Suite 4400, Chicago, IL 60603
Client's Counsel	Calderwood & Harkness LLP
Responsible Partner	Renata Vasquez (Labor & Employment)
Billing Partner	Bernard Crawford (Labor & Employment)
Lead Associate	Nathan Ikeda (Bankruptcy & Restructuring)
Working Associate / Checklist Preparer	Gabrielle Moss (Bankruptcy & Restructuring)
C&H Office (New York)	1221 Avenue of the Americas, 34th Floor, New York, NY 10020
C&H Office (Hartford)	100 Pearl Street, Suite 800, Hartford, CT 06103
Transaction Type	Enterprise SaaS Subscription Agreement — ClaimsIQ™ Platform
Total Contract Value (TCV)	$7,000,000 (5-year initial term)
Annual Contract Value (ACV)	$1,400,000
CPI Escalator Cap	3.5% per annum (Years 2–5)
Licensed Named Users	1,200

User Overage Rate	$150/user/month
Deployment Locations	Hartford, CT; Dallas, TX; Jacksonville, FL
IP/General Indemnification Cap	2× TCV = $14,000,000
Data-Breach Indemnification Cap	Uncapped
General Liability Cap	1× TCV = $7,000,000
Governing Law	State of Connecticut
Dispute Resolution	Mediation (Pinnacle Dispute Resolution Services) then AAA Arbitration, Hartford, CT
Signing / Effective Date	April 26, 2024
Matter Opened	March 4, 2024
Matter Closed	May 6, 2024 (closed_completed)
Data Privacy Consultant	Dravello Data Compliance Advisors LLC (Miriam Tanaka), 45 Milk Street, Suite 600, Boston, MA 02109
Escrow Agent	Granite Trust Company, N.A., 300 Main Street, Suite 100, Stamford, CT 06901
Clearpoint's Majority Investor	Ridgeway Capital Partners, LP (~62% ownership), 101 Federal Street, Suite 2200, Boston, MA 02110
Clearpoint's Insurance Carrier	Northern Ridge Mutual Insurance Company
Clearpoint's SOC 2 Auditor	Hawthorne & Ellers, CPAs LLP
Clearpoint's Pen Test Vendor	Sentinel Cyber Solutions LLC
Hosting Subprocessor	Cobalt Cloud Infrastructure, Inc., 500 Terry Francine Street, San Jose, CA 95128
OCR Subprocessor	Redline Document AI, LLC

[sheet: Key Dates]

Date	Event	Responsible / Involved Parties
March 4, 2024	Matter opened; engagement letter signed by Calderwood & Harkness LLP and Quorum Insurance Holdings Corp.	Renata Vasquez / Patricia Okonkwo
March 11, 2024	Clearpoint's initial form SaaS Agreement received	Clearpoint (Theodore Marsh) / Whitfield Greer & Associates LLP (Damian Cho)
March 22, 2024	Calderwood & Harkness first redline delivered to Whitfield Greer & Associates LLP	Nathan Ikeda / Gabrielle Moss
April 2, 2024	Whitfield Greer & Associates LLP counter-redline received	Damian Cho / Leona Burris
April 8, 2024	Data privacy impact assessment completed by Dravello Data Compliance Advisors LLC	Miriam Tanaka
April 18, 2024	Final negotiation call (all parties)	Renata Vasquez / Patricia Okonkwo / Theodore Marsh / Damian Cho
April 23, 2024	Execution version circulated	Gabrielle Moss / Nathan Ikeda
April 26, 2024	SaaS Subscription Agreement (with Exhibits A–D) executed; signing and closing (effective date)	Patricia Okonkwo (Quorum) / Anita Rajan (Clearpoint)
May 2, 2024	Year 1 subscription payment of $1,400,000 remitted by Quorum	Malcolm Tsai (Quorum)
May 3, 2024	Technology Escrow Agreement fully executed (Quorum, Clearpoint, Granite Trust Company, N.A.)	Patricia Okonkwo / Anita Rajan / Granite Trust Company, N.A.
May 3, 2024	SOC 2 Type II audit report (April 1, 2023 – March 31, 2024) delivered by Clearpoint	Clearpoint / Hawthorne & Ellers, CPAs LLP
May 6, 2024	All closing deliverables confirmed complete; matter closed (closed_completed)	Gabrielle Moss

[sheet: Closing Checklist]
Item # | Document / Deliverable | Description | Responsible Party | Status | Date Completed | Notes
1 | Enterprise SaaS Subscription Agreement (Execution Version) | Master agreement between Quorum Insurance Holdings Corp. (Licensee) and Clearpoint Analytics, Inc. (Licensor) for the ClaimsIQ™ platform; 5-year initial term; TCV $7,000,000; ACV $1,400,000; CPI escalator capped at 3.5%/yr; 1,200 named users; mutual indemnification (IP/general cap at 2× TCV = $14,000,000; data-breach indemnification uncapped; general liability cap at 1× TCV = $7,000,000); governed by State of Connecticut law; dispute resolution via Pinnacle Dispute Resolution Services mediation then AAA arbitration in Hartford, CT. | Quorum (Patricia Okonkwo, General Counsel) / Clearpoint (Anita Rajan, CEO) | Complete | April 26, 2024 | Signed by Patricia Okonkwo for Quorum and Anita Rajan for Clearpoint. Effective date: April 26, 2024. Incorporates Exhibits A–D.
2 | Exhibit A — Statement of Work / Service Description | Platform scope (claims triage, fraud detection, analytics dashboards); deployment across Hartford, CT; Dallas, TX; Jacksonville, FL; 1,200 named users; overage rate $150/user/month; implementation milestones; integration with Quorum's policy administration systems; training; acceptance criteria. | Clearpoint Analytics, Inc. / Quorum Insurance Holdings Corp. | Complete | April 26, 2024 | Executed as part of the SaaS Subscription Agreement.
3 | Exhibit B — Service Level Agreement | 99.7% monthly uptime SLA (excl. scheduled maintenance: Sundays 2:00–6:00 AM ET, up to 4 hrs/month); service credits of 2% of monthly fee ($2,333) per 0.1% shortfall; max monthly credit 15% ($17,500); chronic failure termination right if uptime <99.0% for 3 consecutive months with pro-rata refund. | Clearpoint Analytics, Inc. | Complete | April 26, 2024 | Executed as part of the SaaS Subscription Agreement.
4 | Exhibit C — Data Processing Addendum (DPA) | Customer Data ownership (sole and exclusive to Quorum); Aggregated Data restrictions (de-identified only, no re-identification, no third-party sale, Quorum prior written consent required); data portability (ACORD XML and CSV export within 60 days post-termination; destruction certification within 30 days); subprocessors: Cobalt Cloud Infrastructure, Inc. (hosting) and Redline Document AI, LLC (OCR); 30-day objection right for new subprocessors; compliance with CTDPA, HIPAA, and NAIC Insurance Data Security Model Law (CT). | Clearpoint Analytics, Inc. / Quorum Insurance Holdings Corp. | Complete | April 26, 2024 | Executed as part of the SaaS Subscription Agreement. Clearpoint acts as data processor; Quorum as data controller.
5 | Exhibit D — Security Requirements | SOC 2 Type II audit (Hawthorne & Ellers, CPAs LLP; delivered within 90 days of audit-period close); annual penetration testing (Sentinel Cyber Solutions LLC; executive summary within 30 days); encryption AES-256 at rest / TLS 1.2+ in transit; 24-hour breach notification; insurance requirements (CGL $5M/$10M, Tech E&O/Cyber $10M/$20M, WC statutory) via Northern Ridge Mutual Insurance Company. | Clearpoint Analytics, Inc. | Complete | April 26, 2024 | Executed as part of the SaaS Subscription Agreement.
6 | Technology Escrow Agreement | Three-party agreement among Quorum (Beneficiary), Clearpoint (Depositor), and Granite Trust Company, N.A. (Escrow Agent) for deposit of ClaimsIQ™ source code, build scripts, documentation, and database schemas; quarterly updates; release conditions: (i) bankruptcy/involuntary petition not dismissed within 60 days, (ii) cessation of business, (iii) material breach uncured within 60 days after notice. Annual fee $4,500 split equally ($2,250 each). Governed by Connecticut law. | Quorum / Clearpoint / Granite Trust Company, N.A. | Complete | May 3, 2024 | Executed by all three parties. Granite Trust Company, N.A., 300 Main Street, Suite 100, Stamford, CT 06901.
7 | Year 1 Subscription Payment | Annual subscription payment of $1,400,000 for Year 1 of the 5-year term, due within 30 days of execution per SaaS Subscription Agreement payment terms. | Quorum Insurance Holdings Corp. (Malcolm Tsai, VP of Procurement) | Complete | May 2, 2024 | Payment of $1,400,000 remitted by Quorum to Clearpoint Analytics, Inc. Years 2–5 subject to CPI escalator capped at 3.5%/yr (Year 2 max: $1,449,000; Year 5 max: ~$1,607,523).
8 | SOC 2 Type II Audit Report | SOC 2 Type II report covering audit period April 1, 2023 – March 31, 2024, conducted by Hawthorne & Ellers, CPAs LLP. Required delivery within 90 days of audit-period close per Exhibit D. | Clearpoint Analytics, Inc. | Complete | May 3, 2024 | Report delivered to Quorum. Ongoing annual delivery obligation.
9 | Insurance Certificates | Certificates of insurance evidencing: CGL ($5M per occurrence / $10M aggregate), Technology E&O / Cyber Liability ($10M per claim / $20M aggregate), Workers' Compensation (statutory limits). Carrier: Northern Ridge Mutual Insurance Company. | Clearpoint Analytics, Inc. | Complete | April 26, 2024 | Certificates naming Quorum Insurance Holdings Corp. as additional insured where applicable.
10 | Clearpoint Board Authorization / Officer's Certificate | Certificate of Clearpoint's authorized officer confirming board approval of the SaaS Subscription Agreement and Technology Escrow Agreement, and authority of Anita Rajan (CEO) to execute on behalf of Clearpoint Analytics, Inc. | Clearpoint Analytics, Inc. (Anita Rajan, CEO) | Complete | April 26, 2024 | Delivered at signing. Reviewed for consistency with Ridgeway Capital Partners, LP majority ownership (~62%) and any applicable investor consent requirements.
11 | Quorum Officer's Certificate | Certificate of Quorum's authorized officer confirming corporate authority to enter into the SaaS Subscription Agreement and Technology Escrow Agreement, and authority of Patricia Okonkwo (General Counsel) to execute on behalf of Quorum Insurance Holdings Corp. | Quorum Insurance Holdings Corp. (Patricia Okonkwo, General Counsel) | Complete | April 26, 2024 | Delivered at signing.
12 | Subprocessor List Confirmation | Written confirmation from Clearpoint of current subprocessor list as of closing: (1) Cobalt Cloud Infrastructure, Inc. (hosting / IaaS; 500 Terry Francine Street, San Jose, CA 95128) and (2) Redline Document AI, LLC (OCR processing). Quorum retains 30-day objection right for any new subprocessors per DPA (Exhibit C). | Clearpoint Analytics, Inc. (Samuel Otieno, VP of Product & Engineering) | Complete | April 26, 2024 | List reviewed and accepted by Quorum. Dravello Data Compliance Advisors LLC (Miriam Tanaka, Principal Consultant) assessed subprocessor data-handling practices in privacy impact assessment completed April 8, 2024.
SUMMARY | All 12 closing deliverables confirmed complete as of May 6, 2024. Matter closed (closed_completed). Prepared by Gabrielle Moss, Calderwood & Harkness LLP. Matter No. 1025-00009. | All Complete | May 6, 2024 | No outstanding items.
[sheet: Matter Summary]
Field | Detail
Matter Number | 1025-00009
Client | Quorum Insurance Holdings Corp. (Nasdaq: QIHC)
Client Address | 280 Constitution Plaza, Suite 1400, Hartford, CT 06103
Client Contact — General Counsel | Patricia Okonkwo
Client Contact — CIO (Business Sponsor) | Derek Langston
Client Contact — VP of Procurement | Malcolm Tsai
Counterparty | Clearpoint Analytics, Inc.
Counterparty Address | 200 South Wacker Drive, Suite 3100, Chicago, IL 60606
Counterparty Contact — CEO | Anita Rajan
Counterparty Contact — CRO | Theodore Marsh
Counterparty's Counsel | Whitfield Greer & Associates LLP (Damian Cho, Partner; Leona Burris, Associate)
Counterparty's Counsel Address | 71 South Dearborn Street, Suite 4400, Chicago, IL 60603
Client's Counsel | Calderwood & Harkness LLP
Responsible Partner | Renata Vasquez (Labor & Employment)
Billing Partner | Bernard Crawford (Labor & Employment)
Lead Associate | Nathan Ikeda (Bankruptcy & Restructuring)
Working Associate / Checklist Preparer | Gabrielle Moss (Bankruptcy & Restructuring)
C&H Office (New York) | 1221 Avenue of the Americas, 34th Floor, New York, NY 10020
C&H Office (Hartford) | 100 Pearl Street, Suite 800, Hartford, CT 06103
Transaction Type | Enterprise SaaS Subscription Agreement — ClaimsIQ™ Platform
Total Contract Value (TCV) | $7,000,000 (5-year initial term)
Annual Contract Value (ACV) | $1,400,000
CPI Escalator Cap | 3.5% per annum (Years 2–5)
Licensed Named Users | 1,200
User Overage Rate | $150/user/month
Deployment Locations | Hartford, CT; Dallas, TX; Jacksonville, FL
IP/General Indemnification Cap | 2× TCV = $14,000,000
Data-Breach Indemnification Cap | Uncapped
General Liability Cap | 1× TCV = $7,000,000
Governing Law | State of Connecticut
Dispute Resolution | Mediation (Pinnacle Dispute Resolution Services) then AAA Arbitration, Hartford, CT
Signing / Effective Date | April 26, 2024
Matter Opened | March 4, 2024
Matter Closed | May 6, 2024 (closed_completed)
Data Privacy Consultant | Dravello Data Compliance Advisors LLC (Miriam Tanaka), 45 Milk Street, Suite 600, Boston, MA 02109
Escrow Agent | Granite Trust Company, N.A., 300 Main Street, Suite 100, Stamford, CT 06901
Clearpoint's Majority Investor | Ridgeway Capital Partners, LP (~62% ownership), 101 Federal Street, Suite 2200, Boston, MA 02110
Clearpoint's Insurance Carrier | Northern Ridge Mutual Insurance Company
Clearpoint's SOC 2 Auditor | Hawthorne & Ellers, CPAs LLP
Clearpoint's Pen Test Vendor | Sentinel Cyber Solutions LLC
Hosting Subprocessor | Cobalt Cloud Infrastructure, Inc., 500 Terry Francine Street, San Jose, CA 95128
OCR Subprocessor | Redline Document AI, LLC
[sheet: Key Dates]
Date | Event | Responsible / Involved Parties
March 4, 2024 | Matter opened; engagement letter signed by Calderwood & Harkness LLP and Quorum Insurance Holdings Corp. | Renata Vasquez / Patricia Okonkwo
March 11, 2024 | Clearpoint's initial form SaaS Agreement received | Clearpoint (Theodore Marsh) / Whitfield Greer & Associates LLP (Damian Cho)
March 22, 2024 | Calderwood & Harkness first redline delivered to Whitfield Greer & Associates LLP | Nathan Ikeda / Gabrielle Moss
April 2, 2024 | Whitfield Greer & Associates LLP counter-redline received | Damian Cho / Leona Burris
April 8, 2024 | Data privacy impact assessment completed by Dravello Data Compliance Advisors LLC | Miriam Tanaka
April 18, 2024 | Final negotiation call (all parties) | Renata Vasquez / Patricia Okonkwo / Theodore Marsh / Damian Cho
April 23, 2024 | Execution version circulated | Gabrielle Moss / Nathan Ikeda
April 26, 2024 | SaaS Subscription Agreement (with Exhibits A–D) executed; signing and closing (effective date) | Patricia Okonkwo (Quorum) / Anita Rajan (Clearpoint)
May 2, 2024 | Year 1 subscription payment of $1,400,000 remitted by Quorum | Malcolm Tsai (Quorum)
May 3, 2024 | Technology Escrow Agreement fully executed (Quorum, Clearpoint, Granite Trust Company, N.A.) | Patricia Okonkwo / Anita Rajan / Granite Trust Company, N.A.
May 3, 2024 | SOC 2 Type II audit report (April 1, 2023 – March 31, 2024) delivered by Clearpoint | Clearpoint / Hawthorne & Ellers, CPAs LLP
May 6, 2024 | All closing deliverables confirmed complete; matter closed (closed_completed) | Gabrielle Moss

[sheet: Closing Checklist]

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