**PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION — ATTORNEY WORK PRODUCT** This email and any attachments are protected by the attorney-client privilege and the work-product doctrine. This communication is intended solely for the use of the Audit Committee of Quorum Insurance Holdings Corp. and its authorized representatives. It may not be forwarded, disclosed, or distributed without the prior written consent of Calderwood & Harkness LLP and the Audit Committee of Quorum Insurance Holdings Corp. If you have received this communication in error, please notify the sender immediately and delete all copies.
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Dear Ms. Subramaniam,
I am writing to confirm that Calderwood & Harkness LLP has formally opened its engagement with the Audit Committee of Quorum Insurance Holdings Corp. ("QIH") in connection with the matters discussed at the Special Audit Committee meeting held on February 24, 2026. As you will recall, at that meeting, the Audit Committee — comprising yourself, Mr. Driscoll, and Ms. Delvecchio — resolved to engage our firm to scope and, if warranted, conduct an independent internal investigation into the whistleblower allegations concerning Ashgrove Equity Partners Specialty Underwriting, Inc. ("BSU").
This letter sets forth several important confirmations and outlines the immediate next steps we propose to undertake.
**Conflicts Check Clearance**
Our firm's conflicts check was initiated on February 25, 2026 and cleared on February 26, 2026. The review screened all relevant parties currently known to us, including Quorum Insurance Holdings Corp.; Ashgrove Equity Partners Specialty Underwriting, Inc.; the three named subject individuals (Garrett T. Lomax, Neil W. Stadler, and Rhonda M. Kessler); the three alleged broker counterparties (Veltrano Risk Advisors, Halloran & Pratt Insurance Associates, and CrestPoint Brokerage LLC); and other relevant third parties identified to date. No disqualifying conflicts were identified. Should additional parties be identified as the matter progresses, we will conduct supplemental screening as appropriate.
**Engagement Formally Opened**
The engagement has been formally opened as of today, February 27, 2026, under firm matter number 1025-00010. The engagement relates to the anonymous whistleblower complaint received on February 14, 2026 via the IntegriLine Compliance Services, Inc. ethics hotline (intake reference IL-QIH-2026-0214-0033).
I want to confirm expressly that our client in this engagement is the Audit Committee of Quorum Insurance Holdings Corp., and not QIH management. All substantive reporting and direction will flow to and from the Audit Committee.
The Calderwood & Harkness engagement team is as follows:
- **Conrad Ashby** — Responsible Partner - **Victoria Chambers** — Billing Partner - **Steven Hollander** — Lead Associate - **Jasmine Thornton** — Working Associate
Additional team members may be added as the scope of the engagement is refined, and we will notify the Committee of any material additions.
**Engagement Letter**
Attached to this email please find the engagement letter setting forth the terms of our retention (engagement-letter-qih-audit-committee.docx). The letter covers, among other things, the scope of the engagement (independent internal investigation of whistleblower allegations concerning BSU); applicable hourly rates (Partners: $1,475/hr; Senior Associates/Counsel: $1,050/hr; Associates: $825/hr; Paralegals: $425/hr); our scoping-phase budget estimate of $175,000–$225,000 over an anticipated period of approximately four to six weeks; and the advance retainer of $100,000.
As the individual authorized by the Audit Committee to execute the engagement letter, I would ask that you please review, sign, and return the letter at your earliest convenience. The advance retainer should be remitted upon execution; wire instructions are included in the letter.
**Immediate Next Steps**
We propose to move promptly on the following four priority items:
*1. Document Preservation Notice*
We have prepared a draft document-preservation and litigation-hold notice for issuance by QIH's General Counsel, Owen R. Hargrove, to relevant custodians at QIH and BSU. The notice will direct the preservation of all documents and electronically stored information relating to commercial property policy placements brokered by BSU from January 1, 2023 to the present, including but not limited to commission income records, IBNR reserve schedules, binder confirmations, and all communications with or concerning Veltrano Risk Advisors, Halloran & Pratt Insurance Associates, and CrestPoint Brokerage LLC. Given the importance of meeting preservation obligations at the earliest practicable date, we recommend that the notice be issued as soon as it has been reviewed and approved. We will share the draft with you and Mr. Hargrove for review shortly.
*2. Coordination Call with Owen R. Hargrove (General Counsel)*
We would like to schedule a call with Mr. Hargrove to discuss the logistics of the investigation, including access to BSU's Hartford office (55 Elm Street, 8th Floor, Hartford, CT 06103); identification of custodians for the initial document hold and collection (we currently estimate approximately 8–12 custodians will be within scope); and the appropriate points of contact within QIH and BSU for coordination purposes. I want to emphasize that while Mr. Hargrove will serve as a logistical point of contact for the investigation, the investigation will at all times be directed by and reported to the Audit Committee. We will keep management informed of the investigation's progress as appropriate, consistent with the privilege and communication protocols we will establish.
*3. Finalization of Claridge Forensic Advisory LLC Engagement*
We recommend retaining Claridge Forensic Advisory LLC to provide forensic accounting analysis and electronic discovery support under the direction of Calderwood & Harkness. The primary contact at Claridge would be Daniel J. Petrov, Managing Director. Claridge's estimated budget for scoping-phase support is $85,000–$120,000. We propose to structure the engagement so that Claridge acts as a consulting expert retained at the direction of counsel, in order to maximize the protections afforded by the work-product doctrine. Before formalizing Claridge's retention, we will circulate a brief memorandum to the Audit Committee setting forth Claridge's qualifications and proposed scope of work for the Committee's review and approval.
*4. Initial Audit Committee Briefing*
We propose scheduling an initial briefing of the full Audit Committee — yourself, Mr. Driscoll, and Ms. Delvecchio — for the week of March 9, 2026. The briefing would cover the following topics: (a) a detailed summary of the whistleblower allegations and Calderwood & Harkness's preliminary analysis of the complaint; (b) our proposed investigation scope, workstreams, and anticipated timeline; (c) privilege and communication protocols for the duration of the investigation; (d) coordination with Pemberton Hale & Creighton LLP, QIH's standing outside corporate and securities counsel (contact: Elaine R. Foxworth), regarding any SEC disclosure considerations that may arise; and (e) any questions or guidance from the Committee.
In connection with item (d), Steven Hollander will be reaching out to Elaine Foxworth at Pemberton Hale & Creighton in the near term to establish a coordination framework between our two firms, including protocols for information sharing consistent with applicable privilege protections and a preliminary discussion regarding potential 8-K disclosure timing considerations.
**Additional Notes**
I want to note several additional points for your awareness:
First, all communications regarding the investigation — whether oral or written — should be treated as privileged and confidential. We will circulate a formal privilege and communication protocol to the Committee and relevant participants shortly, and I would ask that no communications regarding the substance of the investigation be shared outside the established channels until that protocol is in place.
Second, no substantive investigative steps have commenced to date. We have not conducted any custodian interviews, initiated any document collections, or taken any other substantive investigative action. The engagement is currently in the prospective and scoping phase, and will remain so until the Audit Committee has had the opportunity to review and approve the proposed investigation plan.
Third, we are aware that QIH filed its FY 2025 Form 10-K on February 21, 2026. Coordination with Pemberton Hale & Creighton regarding any disclosure obligations that may arise from the investigation — including with respect to subsequent periodic filings or current reports — will be a priority workstream as we move forward.
**Closing**
We appreciate the Audit Committee's confidence in Calderwood & Harkness, and we are committed to conducting this engagement with the thoroughness, independence, and discretion that the matter warrants. Please do not hesitate to contact me directly if you have any questions or would like to discuss any aspect of this letter by phone. I am available at your convenience.
I can be reached at the contact information below. Additionally, given BSU's Hartford location, our Hartford office at One Constitution Plaza, Suite 1400, Hartford, CT 06103 is available to support the engagement as needed.
Respectfully,
**Conrad Ashby** Partner, White Collar Defense & Investigations Calderwood & Harkness LLP 1221 Avenue of the Americas, 38th Floor New York, NY 10020 T: (212) 554-7300 E: cashby@calderwoodharkness.com NY Bar #4417892
*Attachment: engagement-letter-qih-audit-committee.docx*