Dear Ms. Foxworth,
I am writing to introduce myself as the Lead Associate on the Calderwood & Harkness LLP engagement team that has been retained by the Audit Committee of Quorum Insurance Holdings Corp. ("QIH") to conduct an independent internal review of certain matters recently brought to the Audit Committee's attention. Our team is led by Conrad Ashby (Responsible Partner, copied here), together with Victoria Chambers (Billing Partner), Jasmine Thornton (Working Associate), and me. The engagement was authorized by the Audit Committee at its meeting on February 24, 2026, with Priya Subramaniam, in her capacity as Audit Committee Chair, executing the engagement letter on behalf of the Committee. Our matter number is 1025-00010, and the engagement was formally opened today.
I am reaching out at this early stage because we understand that Pemberton Hale & Creighton LLP has a longstanding relationship with QIH as its outside counsel for corporate governance and SEC reporting and disclosure matters. We believe it is important to establish clear lines of coordination between our respective firms from the outset.
**Delineation of Roles**
To ensure we are working from a shared understanding, I want to confirm the following division of responsibilities, which is by design to preserve the independence of the Audit Committee's review:
Calderwood & Harkness's engagement is limited to the independent internal review, conducted at the direction of and reporting to the Audit Committee. It is our understanding that Pemberton Hale & Creighton will continue in its role advising QIH — including management and the Board as appropriate — on corporate governance and securities disclosure matters, including any disclosure obligations that may arise in connection with the subject matter under review. We view this separation as important and want to be thoughtful about how we coordinate so as not to compromise either firm's ability to fulfill its respective mandate.
**Proposed Coordination Call**
With that in mind, I would like to propose a call early the week of March 2 to discuss three topics in particular:
*1. 8-K Disclosure Timing Considerations.* Depending on the progress and findings of the review, QIH may face disclosure obligations under SEC rules, potentially including Form 8-K filings. As you are aware, QIH filed its FY 2025 Form 10-K on February 21, 2026. The review is currently at an early scoping stage, and no materiality determination has yet been made. That said, we think it would be prudent to establish a framework now for how and when our team will communicate relevant developments to your team so that you can timely assess any disclosure obligations as they may arise. We recognize that your team has the institutional knowledge of QIH's disclosure history and SEC reporting practices that will be essential to any such assessment.
*2. Coordination Regarding the External Auditor (Kellner & Strauss LLP).* The subject matter under review may have implications for QIH's financial statements and the audit thereof. We understand that Howard M. Bressler is the lead engagement partner at Kellner & Strauss. We would like to discuss protocols for any communications with the auditor regarding the review — specifically, the timing and manner of any notification to Kellner & Strauss, and whether Pemberton Hale & Creighton or Calderwood & Harkness (or both, jointly) should serve as the point of contact for such communications. We are mindful of the sensitivity around auditor communications and the need to be thoughtful about what information is shared and when, particularly given that the review remains in its scoping phase and no substantive findings have been made.
*3. Protocols for Information Sharing Between the Firms.* We want to ensure that attorney-client privilege and work-product protections are rigorously maintained throughout the review. As you know, the Audit Committee controls the privilege with respect to the investigation. We believe it would be valuable to establish a written protocol — or at minimum an agreed understanding — governing: (i) the categories of information Calderwood & Harkness may share with Pemberton Hale & Creighton and vice versa; (ii) the form and channel of such communications (e.g., oral briefings versus written summaries); (iii) any limitations on further dissemination of privileged materials; and (iv) appropriate privilege markings and handling procedures. We have begun preparing a broader privilege and communication protocol for the review and would be happy to share the relevant portions with your team once that document is finalized. We would also suggest that Owen R. Hargrove, QIH's General Counsel, may appropriately participate in establishing these coordination protocols given his role as the primary management liaison, though the Audit Committee's direction will of course govern.
**Logistics**
Conrad Ashby is available to join the call, and we would welcome the opportunity to discuss these matters at your earliest convenience. Would you be able to suggest a few times that work for you and your team during the week of March 2? I can be reached directly at the contact information below.
Thank you in advance for your willingness to collaborate on these coordination issues. We recognize the importance of Pemberton Hale & Creighton's role and institutional knowledge, and we are confident that both firms share the goal of serving QIH's best interests through this process.
Best regards,
**Steven Hollander** Calderwood & Harkness LLP White Collar Defense & Investigations 1221 Avenue of the Americas, 38th Floor New York, NY 10020 T: (212) 554-7183 E: shollander@calderwoodharkness.com NY Bar #5681234
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