1025-00010 · Client 1025 · Engagement

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CALDERWOOD & HARKNESS LLP

INTERNAL CONFLICTS CLEARANCE MEMORANDUM

PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT

This memorandum is protected by the attorney work-product doctrine and is intended solely for internal use by Calderwood & Harkness LLP. It contains the mental impressions, conclusions, and legal analysis of firm attorneys. This memorandum is not to be shared outside the firm under any circumstances. Any unauthorized disclosure may constitute a waiver of applicable privileges.

1. Purpose of Memorandum

This memorandum documents the conflicts-of-interest review conducted by Calderwood & Harkness LLP (the "Firm") in connection with the proposed engagement of the Firm by the Audit Committee of the Board of Directors of Quorum Insurance Holdings Corp. ("QIH" or the "Company") to scope and, if warranted, conduct an independent internal investigation into allegations of financial misconduct at QIH's wholly owned subsidiary, Ashgrove Equity Partners Specialty Underwriting, Inc. ("BSU"). The purpose of this memorandum is to memorialize the parties screened, the methodology employed, the results obtained, and the conclusions reached, so that the Firm may satisfy its ethical obligations under the New York Rules of Professional Conduct (the "NYRPC") and the Firm's internal conflicts-clearance policies before commencing the representation.

The proposed engagement arises from an anonymous whistleblower complaint submitted through QIH's third-party ethics hotline, administered by IntegriLine Compliance Services, Inc. The complaint was assigned intake reference number IL-QIH-2026-0214-0033 and was received on February 14, 2026. On February 17, 2026, the complaint was escalated to QIH's General Counsel, Owen R. Hargrove, who in turn brought the matter to the attention of the Audit Committee. The whistleblower complaint alleges, among other things, that senior executives at BSU engaged in a multi-year scheme to inflate premium revenue through fictitious policy placements and manipulated incurred-but-not-reported ("IBNR") loss-reserve releases, resulting in material misstatements of QIH's consolidated financial statements.

On February 24, 2026, the Audit Committee resolved to retain independent outside counsel to conduct a scoping review and, if the scoping review so warrants, a full-scale independent internal investigation. Priya Subramaniam, Chair of the Audit Committee, has been authorized by the Audit Committee to execute the engagement letter on its behalf. The Audit Committee's selection of the Firm was made independently of QIH management, consistent with the Audit Committee's charter and applicable corporate governance requirements.

The conflicts check described in this memorandum was initiated on February 25, 2026, upon receipt of the proposed engagement information from Ms. Subramaniam's office. All searches, partner and counsel inquiries, and analytical work were completed by the close of business on February 26, 2026. As set forth in detail below, the conflicts review identified no disqualifying conflicts of interest, and the engagement has been cleared to proceed.

2. Engagement Overview

2.1 Client Identity

The client for this engagement is the Audit Committee of the Board of Directors of Quorum Insurance Holdings Corp., acting in its oversight and investigative capacity under its charter and applicable law. The Firm does not represent QIH management, any individual officer or director of QIH or BSU, or any QIH subsidiary in its individual capacity in connection with this matter. This distinction is fundamental to the engagement and must be maintained throughout the course of the representation.

The Audit Committee is currently composed of three independent directors:

• Priya Subramaniam — Chair of the Audit Committee; independent director since 2021; former Chief Financial Officer of Garrison Reinsurance Corp.; Ms. Subramaniam is authorized by the Audit Committee to execute the engagement letter and to serve as the Firm's primary point of contact on behalf of the Audit Committee.

• Thomas K. Driscoll — Audit Committee member; independent director since 2019; former Managing Director at Whitmore Capital Partners, a private equity firm focused on financial services.

• Angela F. Delvecchio — Audit Committee member; independent director since 2023; former staff attorney and branch chief in the U.S. Securities and Exchange Commission's Division of Corporation Finance; Ms. Delvecchio brings particular expertise in SEC reporting and disclosure requirements.

Each member of the Audit Committee has been determined to be independent within the meaning of Nasdaq Listing Rule 5605(a)(2) and Rule 10A-3 under the Securities Exchange Act of 1934, as amended.

QIH is a Delaware corporation, publicly traded on the Nasdaq Stock Market under the ticker symbol QIHC. QIH's Employer Identification Number is 83-2641057. The Company's principal executive offices are located at 400 Atlantic Street, Suite 3200, Stamford, Connecticut 06901. QIH's registered agent for service of process is located at 1209 Orange Street, Wilmington, Delaware 19801.

2.2 Subject Matter

The whistleblower complaint alleges that senior executives at BSU engaged in a multi-year scheme, spanning approximately the third quarter of fiscal year 2023 through the fourth quarter of fiscal year 2025, to inflate premium revenue through two principal mechanisms:

1. Fictitious Policy Placements. The creation and recording of fictitious policy binder confirmations purportedly placed through three retail broker entities — Veltrano Risk Advisors, Halloran & Pratt Insurance Associates, and CrestPoint Brokerage LLC — that the whistleblower alleges are either fictitious or shell entities lacking valid surplus-lines licenses. The whistleblower alleges that approximately 147 fictitious binder confirmations were channeled through these three entities, representing aggregate alleged fictitious placed premium of approximately $74 million and generating approximately $9.6 million in phantom commission income booked by BSU.

2. Manipulated IBNR Loss-Reserve Releases. The improper release of IBNR loss reserves without actuarial justification, resulting in the recognition of approximately $38.5 million in improper reserve releases that inflated BSU's underwriting income and, by extension, QIH's consolidated earnings.

The aggregate alleged financial misstatement is approximately $48.1 million ($9.6 million in phantom commission income plus $38.5 million in improper reserve releases). If substantiated, these allegations could have material implications for the accuracy of QIH's previously issued financial statements, the adequacy of QIH's internal controls over financial reporting, and QIH's compliance with federal securities laws, including the Sarbanes-Oxley Act of 2002.

BSU is a Connecticut corporation and a wholly owned subsidiary of QIH. BSU's Employer Identification Number is 84-3197428. BSU's offices are located at 55 Elm Street, 8th Floor, Hartford, Connecticut 06103. BSU has approximately 120 employees and operates as a specialty insurance underwriter focused on commercial property and casualty lines.

2.3 Practice Group and Staffing

The proposed engagement will be handled by the Firm's White Collar Defense & Investigations practice group. The following attorneys have been designated for the engagement team:

• Responsible Partner: Conrad Ashby, Partner, White Collar Defense & Investigations, New York office (NY Bar #4417892). Mr. Ashby has over twenty-five years of experience in internal investigations, SEC enforcement defense, and corporate compliance matters, including multiple investigations in the insurance and financial services sectors.

• Billing Partner: Victoria Chambers, Partner, White Collar Defense & Investigations, New York office (NY Bar #4523106). Ms. Chambers will serve as the billing partner and will assist with engagement administration and client communications as needed.

• Lead Associate: Steven Hollander, Senior Associate, White Collar Defense & Investigations, New York office (NY Bar #5681234). Mr. Hollander has conducted the conflicts analysis documented in this memorandum and will serve as the day-to-day lead on the investigation.

• Working Associate: Jasmine Thornton, Associate, White Collar Defense & Investigations, Hartford office (CT Bar #439772). Ms. Thornton's presence in Strathmore Mutual Insurance office provides geographic proximity to BSU's operations and will facilitate document review, witness coordination, and on-site work.

The proposed hourly billing rates for this engagement are as follows:

The estimated budget for the initial scoping phase of the engagement is $175,000 to $225,000, inclusive of attorney time and disbursements but exclusive of the fees and costs of Claridge Forensic Advisory LLC, which are estimated separately at $85,000 to $120,000 for scoping support. The scoping-phase budget will be presented to the Audit Committee in the engagement letter and is subject to the Audit Committee's approval.

3. Parties Screened

The following parties were identified for purposes of the conflicts-of-interest search. Each party's name, organizational type, role in the matter, and relevant identifying information are set forth below. All parties listed were run through the Firm's conflicts database and were the subject of individual partner and counsel inquiries as described in Section 4 of this memorandum.

3.1 Client Entities

Quorum Insurance Holdings Corp. — Delaware corporation; publicly traded on Nasdaq under the ticker symbol QIHC; parent holding company and ultimate client entity for the engagement. QIH is the entity through which the Audit Committee exercises its oversight authority.

Ashgrove Equity Partners Specialty Underwriting, Inc. — Connecticut corporation; wholly owned subsidiary of QIH; the subsidiary whose operations are the subject of the investigation. BSU is the entity at which the alleged financial misconduct is alleged to have occurred.

3.2 Subject Individuals

The following individuals are identified in the whistleblower complaint as persons alleged to have been involved in, or to have had knowledge of, the alleged financial misconduct:

Garrett T. Lomax — President, Ashgrove Equity Partners Specialty Underwriting, Inc. Mr. Lomax joined BSU in 2018 and is the most senior executive at the subsidiary. His estimated fiscal year 2025 total compensation is $1,095,000, consisting of a $685,000 base salary and a $410,000 performance bonus. Mr. Lomax reports directly to QIH Chief Executive Officer Marcus P. Galvin. The whistleblower complaint alleges that Mr. Lomax directed and supervised the alleged scheme.

Neil W. Stadler — Senior Vice President, Commercial Property Division, Ashgrove Equity Partners Specialty Underwriting, Inc. Mr. Stadler joined BSU in 2020 and oversees the division through which the fictitious policy placements were allegedly booked. His estimated fiscal year 2025 total compensation is $615,000, consisting of a $385,000 base salary and a $230,000 performance bonus. Mr. Stadler reports directly to Garrett T. Lomax.

Rhonda M. Kessler — Vice President, Finance & Operations, Ashgrove Equity Partners Specialty Underwriting, Inc. Ms. Kessler joined BSU in 2019 and is responsible for financial reporting and operational oversight at BSU, including the booking of premium revenue and the coordination of loss-reserve schedules. Her estimated fiscal year 2025 total compensation is $435,000, consisting of a $290,000 base salary and a $145,000 performance bonus. Ms. Kessler reports directly to Garrett T. Lomax. The whistleblower complaint alleges that Ms. Kessler was responsible for recording the fictitious premium entries and coordinating the improper reserve releases.

3.3 QIH Senior Management

The following members of QIH's senior management team were screened because of their roles at the parent company and their potential relevance to the investigation:

Marcus P. Galvin — Chief Executive Officer, Quorum Insurance Holdings Corp. Mr. Galvin is the most senior executive at QIH and is the direct supervisor of BSU President Garrett T. Lomax. The investigation may need to examine the extent of Mr. Galvin's knowledge of or involvement in the alleged misconduct.

Denise R. Nakamura — Chief Financial Officer, Quorum Insurance Holdings Corp. Ms. Nakamura serves as the SOX certifying officer and is responsible for certifying the accuracy of QIH's consolidated financial statements. The investigation will need to assess whether any of the alleged misstatements affected the accuracy of Ms. Nakamura's certifications.

Owen R. Hargrove — General Counsel and Secretary, Quorum Insurance Holdings Corp. Mr. Hargrove received the escalated whistleblower complaint from IntegriLine Compliance Services on February 17, 2026 and brought the matter to the attention of the Audit Committee. Mr. Hargrove's role in the investigation will need to be carefully circumscribed to avoid any appearance of management interference with the Audit Committee's independent inquiry.

3.4 QIH Audit Committee Members

The three members of the Audit Committee — Priya Subramaniam, Thomas K. Driscoll, and Angela F. Delvecchio — were screened individually, notwithstanding that the Audit Committee is the client for this engagement. This screening was conducted to confirm that no member of the Firm's engagement team has any prior personal or professional relationship with any Audit Committee member that could give rise to an appearance of partiality or compromise the independence of the engagement.

3.5 Alleged Fictitious / Shell Broker Entities

The whistleblower complaint identifies three retail broker entities through which the fictitious policy placements were allegedly channeled. The whistleblower alleges that each of these entities is either entirely fictitious or a shell entity established for the purpose of facilitating the alleged scheme:

Veltrano Risk Advisors — Entity type unknown; alleged by the whistleblower to be a fictitious or shell retail broker; purportedly lacks valid surplus-lines licenses in any jurisdiction; alleged to operate from a virtual-office address.

Halloran & Pratt Insurance Associates — Entity type unknown; alleged by the whistleblower to be a fictitious or shell retail broker; purportedly lacks valid surplus-lines licenses in any jurisdiction; alleged to operate from a virtual-office address.

CrestPoint Brokerage LLC — Entity type unknown; alleged by the whistleblower to be a fictitious or shell retail broker; purportedly lacks valid surplus-lines licenses in any jurisdiction; alleged to operate from a virtual-office address.

These three entities are alleged to have served as the purported counterparties through which approximately 147 fictitious binder confirmations were channeled, representing aggregate alleged fictitious placed premium of approximately $74 million. The legal existence, organizational status, and licensing history of each entity will be among the first matters examined during the scoping phase of the investigation.

3.6 QIH's Standing Outside Counsel

Pemberton Hale & Creighton LLP — New York limited liability partnership; offices at 599 Lexington Avenue, Suite 2600, New York, New York 10022; partner contact Elaine R. Foxworth (corporate governance and securities). Pemberton Hale & Creighton serves as QIH's regular outside counsel for SEC reporting, corporate governance, and general corporate matters. Pemberton Hale & Creighton will not handle the internal investigation in order to preserve the independence of the inquiry. However, Pemberton Hale & Creighton will continue to advise QIH on disclosure obligations, governance matters, and regulatory filings arising in connection with the investigation, and the Firm anticipates coordinating with Pemberton Hale & Creighton on such matters at the direction of the Audit Committee.

3.7 QIH's Independent External Auditor

Kellner & Strauss LLP — New York limited liability partnership; offices at 345 Park Avenue, 18th Floor, New York, New York 10154; lead engagement partner Howard M. Bressler. Kellner & Strauss serves as QIH's independent registered public accounting firm and issued an unqualified audit opinion on QIH's consolidated financial statements for the fiscal year ended December 31, 2025. QIH filed its fiscal year 2025 Annual Report on Form 10-K with the SEC on February 21, 2026, which included the Kellner & Strauss audit report. The investigation may require interaction with Kellner & Strauss regarding the firm's audit procedures, its assessment of reserve adequacy, and its testing of revenue recognition for BSU-originated premium. The potential interplay between the investigation and Kellner & Strauss's audit work will need to be carefully managed.

3.8 D&O Insurance Carrier

Sentinel Mutual Assurance Group — Massachusetts mutual insurance company; offices at 200 Clarendon Street, Suite 4400, Boston, Massachusetts 02116; claims contact Patricia L. Munroe, Vice President — Executive Liability Claims. Sentinel Mutual provides directors' and officers' liability insurance coverage to QIH under the following policies:

• Primary Policy (Tower A): Policy No. SMA-EL-2025-07741; limit of liability $15,000,000; self-insured retention $1,000,000.

• Excess Policy (Tower B): Policy No. SMA-XS-2025-07742; limit of liability $25,000,000 excess of $15,000,000.

The Audit Committee may direct that notice be provided to Sentinel Mutual under the D&O policies as the investigation progresses. Potential future interactions regarding coverage, defense costs, and indemnification do not present a current conflict of interest.

3.9 Proposed Forensic Accounting / E-discovery Advisor

Claridge Forensic Advisory LLC — Delaware limited liability company; offices at 101 Park Avenue, 26th Floor, New York, New York 10178; managing director contact Daniel J. Petrov. Claridge is proposed to provide forensic accounting analysis and electronic discovery support under the direction and supervision of Calderwood & Harkness in connection with the investigation. Claridge's engagement will be formalized upon completion of the scoping phase and subject to Audit Committee approval. The estimated budget for Claridge's scoping-support work is $85,000 to $120,000. Claridge will be retained as a consulting expert, and its work product will be protected by the attorney work-product doctrine and, where applicable, the attorney-client privilege as an agent of counsel.

3.10 Other Related Parties Screened

The following additional parties were identified and screened because of their roles in connection with QIH's operations or the investigation:

IntegriLine Compliance Services, Inc. — Delaware corporation; third-party ethics-hotline operator retained by QIH to administer QIH's anonymous reporting hotline. IntegriLine received and processed the whistleblower complaint that gave rise to this engagement (intake reference no. IL-QIH-2026-0214-0033). IntegriLine may be contacted during the investigation to obtain information regarding the intake process and any additional communications from the whistleblower.

Linden Actuarial Consulting Group — Connecticut limited liability company; offices at 280 Trumbull Street, Suite 900, Hartford, Connecticut 06103; principal and consulting actuary Margaret Y. Cho, FCAS. Linden serves as QIH's appointed actuarial firm and maintains the IBNR reserve schedules and related actuarial analyses relevant to the investigation. Linden's work product, including actuarial memoranda, loss-development triangles, and reserve opinions, will likely be reviewed as part of the investigation to determine whether IBNR reserve releases were actuarially justified.

Continental Ledger Services, Inc. — New York corporation; QIH's transfer agent. Continental Ledger maintains QIH's shareholder records and administers stock transfers. While Continental Ledger's involvement in the investigation is expected to be minimal, it was screened as a QIH service provider for completeness.

4. Conflicts Search Methodology

4.1 Systems and Databases Searched

The conflicts-of-interest search was conducted using the following systems and procedures:

1. Firm-Wide Conflicts Database. The Firm maintains a proprietary firm-wide conflicts management database (the "Conflicts Database") that contains records of all current and former client representations, adverse party designations, matter-specific relationships, and related party information across all of the Firm's offices worldwide and all practice groups. The Conflicts Database was searched using the full legal name, known short names, known aliases and "doing business as" names, officer and director names, and known affiliates for each party identified in Section 3 of this memorandum. The search was not limited to any particular practice group, office, or time period and encompassed all active matters and all recently closed matters within the Firm's standard look-back period.

2. Manual Partner and Counsel Inquiries. In addition to the electronic database search, a manual inquiry was circulated via the Firm's internal conflicts-notification system to all partners and counsel in the following practice groups: (a) White Collar Defense & Investigations; (b) Insurance; (c) Corporate / Mergers & Acquisitions; and (d) Litigation. The inquiry identified all parties screened and requested that each partner and counsel confirm whether they had any current or former professional or personal relationship with any screened party, any knowledge of any current or former firm representation involving any screened party, or any financial interest in any screened entity. All inquiries were returned by the close of business on February 26, 2026.

3. Engagement Team Personal Disclosures. Each member of the proposed engagement team — Conrad Ashby, Victoria Chambers, Steven Hollander, and Jasmine Thornton — was required to confirm individually that he or she has no personal relationships, financial interests, or prior professional contacts with any screened party that could give rise to a conflict of interest or an appearance of impropriety.

4.2 Scope of Review

The conflicts review encompassed the following categories of relationships and interests:

• Current client relationships — All active matters in which any screened party is a client of the Firm in any capacity.

• Former client relationships — All closed matters within the Firm's standard look-back period in which any screened party was a client of the Firm in any capacity.

• Adverse party representations — All matters, current and former, in which any screened party has been designated as an adverse party or counterparty to a Firm client.

• Matter-specific relationships — All matters in which any screened party has appeared as co-counsel, opposing counsel, expert witness, counterparty, or other interested party.

• Personal relationships and financial interests — Any personal relationship, familial connection, or financial interest (including equity holdings, debt instruments, or other economic interests) held by any member of the proposed engagement team in any screened party.

4.3 Timeline. The conflicts review was conducted on the following timeline:

The one-day turnaround for the conflicts review reflects the time-sensitive nature of the proposed engagement, given the seriousness of the whistleblower allegations and the Audit Committee's desire to retain independent counsel promptly.

5. Search Results and Analysis

5.1 Quorum Insurance Holdings Corp. and Ashgrove Equity Partners Specialty Underwriting, Inc.

The Firm's Conflicts Database was searched for any current or prior representation of Quorum Insurance Holdings Corp. or Ashgrove Equity Partners Specialty Underwriting, Inc. in any capacity. No results were returned. The Firm has not represented QIH or BSU as a client in any matter — transactional, advisory, litigation, regulatory, or otherwise — at any time.

In addition, no member of the proposed engagement team has any prior professional or personal relationship with QIH, BSU, or any of their respective officers, directors, employees, or agents. No member of the engagement team holds any financial interest — including equity securities, debt instruments, options, warrants, or other derivative positions — in QIH common stock (Nasdaq: QIHC) or any other QIH securities.

Conclusion: No conflict identified.

5.2 Subject Individuals (Lomax, Stadler, Kessler)

The Firm's Conflicts Database was searched for any current or prior representation of Garrett T. Lomax, Neil W. Stadler, or Rhonda M. Kessler in any capacity, including personal representation (e.g., estate planning, real estate, personal litigation) and professional representation (e.g., employment matters, regulatory proceedings). No results were returned for any of the three subject individuals.

The Firm does not represent and has not represented any of the three subject individuals in any capacity — personal, professional, or otherwise. No personal relationships or prior professional contacts exist between any member of the engagement team and any of the subject individuals.

This result is of particular importance to the integrity of the engagement. Because the Firm's client is the Audit Committee and not any individual officer or employee of QIH or BSU, it is essential that the Firm have no attorney-client relationship, current or former, with any subject individual that could give rise to a duty of loyalty, a duty of confidentiality, or a conflict of interest. The absence of any such relationship confirms that the Firm is free to conduct the investigation without constraint. Upjohn warnings (also referred to as "corporate Miranda" warnings) will be administered to each subject individual and to any other company employee or agent interviewed during the course of the investigation, in accordance with applicable ethical rules and best practices for internal corporate investigations.

Conclusion: No conflict identified.

5.3 Alleged Fictitious Broker Entities (Veltrano Risk Advisors, Halloran & Pratt Insurance Associates, CrestPoint Brokerage LLC)

The Firm's Conflicts Database was searched for any current or prior representation of, or adverse relationship with, Veltrano Risk Advisors, Halloran & Pratt Insurance Associates, and CrestPoint Brokerage LLC. No results were returned for any of the three entities. No other matters involving these entity names were located in the Conflicts Database.

It should be noted that the legal existence of these entities has not yet been verified. The whistleblower complaint alleges that some or all of these entities are entirely fictitious or are shell entities established for the purpose of facilitating the alleged scheme. Verification of the organizational status, formation history, licensing status, and beneficial ownership of each entity will be among the initial tasks undertaken during the scoping phase of the investigation. If the investigation reveals that any of these entities is an alter ego of, or otherwise affiliated with, a person or entity that has a relationship with the Firm, a supplemental conflicts analysis will be conducted immediately.

Conclusion: No conflict identified.

5.4 Pemberton Hale & Creighton LLP

The Firm's Conflicts Database was searched for any current or prior adverse representation against Pemberton Hale & Creighton LLP. No results indicating any current or prior adverse relationship were returned. The Firm has cooperated with Pemberton Hale & Creighton on unrelated transactions in the past — specifically, two co-counsel arrangements on syndicated finance transactions in 2022 and 2023 — but no current co-counsel or adverse relationship exists between the two firms.

Pemberton Hale & Creighton serves as QIH's regular outside counsel on corporate and securities matters and will coordinate with Calderwood & Harkness on disclosure-related issues arising from the investigation, including potential obligations under SEC rules regarding the filing of Current Reports on Form 8-K, amendments to the Form 10-K, and any required restatements. This coordination arrangement does not give rise to a conflict of interest. The two firms will maintain separate and independent engagement relationships with their respective clients (Pemberton Hale & Creighton with QIH management; Calderwood & Harkness with the Audit Committee), and care will be taken to ensure that communications between the firms are conducted at the direction of the Audit Committee and do not result in any inadvertent waiver of privilege.

Conclusion: No conflict identified.

5.5 Kellner & Strauss LLP

The Firm's Conflicts Database was searched for any current or prior representation of Kellner & Strauss LLP and for any current matters in which the Firm and Kellner & Strauss are adversely positioned. No results were returned in either category. The Firm has not represented Kellner & Strauss as a client, and no adversarial relationship exists between the two firms.

Kellner & Strauss is QIH's independent registered public accounting firm and issued an unqualified audit opinion on QIH's consolidated financial statements for fiscal year 2025. QIH filed its fiscal year 2025 Annual Report on Form 10-K on February 21, 2026, which included Kellner & Strauss's audit report. The investigation may require significant interaction with Kellner & Strauss regarding the firm's audit procedures, its assessment of BSU's loss reserves (including IBNR reserves), its testing of revenue recognition for BSU-originated premium, and its evaluation of QIH's internal controls over financial reporting. Depending on the investigation's findings, there may also be questions regarding whether Kellner & Strauss identified — or should have identified — any of the alleged irregularities during the course of its audit work.

The potential for future tension between the investigation's findings and Kellner & Strauss's audit work does not present a current conflict of interest. However, the engagement team should be mindful of the need to manage communications with Kellner & Strauss carefully to preserve applicable privileges, including the attorney-client privilege and the work-product doctrine, and to avoid creating any impression that the investigation is being conducted at the direction of or for the benefit of the auditor rather than the Audit Committee.

Conclusion: No conflict identified.

5.6 Sentinel Mutual Assurance Group

The Firm's Conflicts Database was searched for any current or prior representation of Sentinel Mutual Assurance Group and for any current matters adverse to Sentinel Mutual. No results were returned in either category. The Firm has not represented Sentinel Mutual as a client, and no adversarial relationship exists.

Sentinel Mutual is QIH's directors' and officers' liability insurance carrier. The Audit Committee may direct that notice of the investigation and of the underlying whistleblower allegations be provided to Sentinel Mutual under the terms of the primary D&O policy (Policy No. SMA-EL-2025-07741) and the excess D&O policy (Policy No. SMA-XS-2025-07742). Potential future interactions regarding D&O coverage — including questions regarding the allocation of defense costs, the availability of coverage for the costs of the investigation, and the potential for coverage disputes arising from policy exclusions (e.g., the "fraud" or "dishonesty" exclusion, if applicable) — do not present a current conflict of interest. Should a coverage dispute arise in the future, the need for separate counsel on coverage issues will be assessed at that time.

Conclusion: No conflict identified.

5.7 Claridge Forensic Advisory LLC

The Firm's Conflicts Database was searched for any current or prior engagement of, or adverse relationship with, Claridge Forensic Advisory LLC. No results were returned. No member of the proposed engagement team has any prior professional or personal relationship with Claridge's proposed managing director contact, Daniel J. Petrov, or with any other Claridge personnel.

Claridge is proposed to serve as a consulting expert retained under the direction and supervision of Calderwood & Harkness to provide forensic accounting analysis and electronic discovery support. Claridge's work product will be generated at the direction of counsel and is intended to be protected by the attorney work-product doctrine and, where applicable, the attorney-client privilege. This arrangement is standard in internal investigations of this nature and does not raise conflicts concerns. The terms of Claridge's engagement, including fee arrangements, scope of work, and confidentiality obligations, will be set forth in a separate engagement letter between Claridge and the Audit Committee (or, at the Audit Committee's direction, between Claridge and the Firm as agent for the Audit Committee).

Conclusion: No conflict identified.

5.8 Other Screened Parties (IntegriLine Compliance Services, Inc.; Linden Actuarial Consulting Group; Continental Ledger Services, Inc.)

The Firm's Conflicts Database was searched for any current or prior representation of, or adverse relationship with, each of the following entities:

• IntegriLine Compliance Services, Inc. — No results returned. No current or prior relationship identified.

• Linden Actuarial Consulting Group — No results returned. No current or prior relationship identified.

• Continental Ledger Services, Inc. — No results returned. No current or prior relationship identified.

Each of these entities is a service provider to QIH and may be contacted or may have documents reviewed during the course of the investigation. None of these entities is a client, former client, or adverse party of the Firm.

Conclusion: No conflict identified as to any of these entities.

5.9 QIH Senior Management and Board Members

The Firm's Conflicts Database was searched for any current or prior personal representation of the following individuals:

• Marcus P. Galvin, Chief Executive Officer, QIH

• Denise R. Nakamura, Chief Financial Officer, QIH

• Owen R. Hargrove, General Counsel & Secretary, QIH

• Priya Subramaniam, Chair, Audit Committee

• Thomas K. Driscoll, Audit Committee member

• Angela F. Delvecchio, Audit Committee member

No results were returned for any of the above individuals. The Firm has not represented any of these individuals in any personal capacity, and no member of the engagement team has any personal relationship, familial connection, or financial interest involving any of these individuals.

Additionally, the partner and counsel inquiry circulated to relevant practice groups did not identify any prior professional contacts or social relationships between any Firm attorney and any of the above-listed individuals that would give rise to a conflict of interest or an appearance of partiality.

Conclusion: No conflict identified.

6. Ethical Considerations and Engagement-Specific Notes

6.1 Identity of the Client

As noted throughout this memorandum, the client for this engagement is the Audit Committee of the Board of Directors of Quorum Insurance Holdings Corp., acting in its capacity as the body charged with oversight of QIH's financial reporting, internal controls, and compliance functions. The Firm does not represent QIH management, any individual officer or director of QIH or BSU, or any QIH subsidiary in its individual capacity in connection with this matter.

This distinction is critical for several reasons:

(a) Privilege. The attorney-client privilege for this engagement belongs to the Audit Committee, and decisions regarding the assertion or waiver of the privilege rest with the Audit Committee. Communications between the Firm and the Audit Committee are privileged, and care must be taken to avoid inadvertent disclosure of privileged communications to persons outside the scope of the privilege, including QIH management, to the extent that the Audit Committee has not authorized such disclosure.

(b) Conflicts. Because the Firm's client is the Audit Committee and not any individual, the Firm does not owe duties of loyalty or confidentiality to any individual officer, director, or employee of QIH or BSU. This is essential to the Firm's ability to investigate the conduct of the subject individuals without constraint.

(c) Upjohn Warnings. At any interview of a QIH or BSU officer, director, or employee conducted during the investigation, the Firm will administer Upjohn warnings (also known as "corporate Miranda" warnings) to make clear that: (i) the Firm represents the Audit Committee and not the individual; (ii) the privilege for the communication belongs to the Audit Committee and may be waived by the Audit Committee without the individual's consent; and (iii) the individual may wish to consult with personal counsel before participating in the interview.

The engagement letter will expressly identify the Audit Committee as the client and will contain provisions addressing the foregoing issues.

6.2 No Representation of Subject Individuals

The Firm has confirmed that it does not currently represent and has not previously represented Garrett T. Lomax, Neil W. Stadler, or Rhonda M. Kessler in any capacity. The Firm will not undertake individual representation of any subject individual in connection with this investigation or in any proceeding arising from the investigation. If any subject individual requests that the Firm provide personal legal representation, that request will be declined, and the individual will be advised to retain separate, independent counsel at his or her own expense.

It is noted that QIH's certificate of incorporation, bylaws, and/or indemnification agreements may provide for the advancement of legal fees and indemnification of officers and directors in connection with proceedings arising from their service. Similarly, the Sentinel Mutual D&O policies may provide coverage for defense costs incurred by individual insureds. The availability and scope of any such advancement, indemnification, or insurance coverage are matters for the subject individuals and their personal counsel to assess and pursue independently, and the Firm will not advise any subject individual on such matters.

6.3 Potential Future Conflicts

The conflicts analysis documented in this memorandum is based on the facts and circumstances known to the Firm as of the date of this memorandum. If the investigation reveals the involvement of additional individuals or entities not currently screened — including, without limitation, additional QIH or BSU employees, third-party brokers, reinsurers, regulatory agencies, or other persons — supplemental conflicts checks will be conducted promptly in accordance with the Firm's standard conflicts-clearance procedures.

In addition, if the scope of the engagement expands beyond the internal investigation to include related matters — such as regulatory defense before the SEC, the Connecticut Insurance Department, or other regulatory bodies; civil litigation defense; or shareholder derivative or securities class action litigation — the conflicts analysis will be updated to reflect any new adversaries, interested parties, or potential conflicts arising from the expanded scope. Any such expansion of scope will be documented in an amended or supplemental engagement letter and will be subject to the Audit Committee's prior approval.

6.4 No Representation of Adverse Parties

The Firm has confirmed, through the comprehensive search and inquiry process described in Section 4 of this memorandum, that it does not currently represent any party that is or could reasonably be expected to be adverse to QIH, BSU, the Audit Committee, or any subject individual in connection with this matter. This includes, without limitation, any regulatory agency, plaintiff's counsel, shareholder, counterparty, or other person or entity whose interests may be adverse to those of the Audit Committee or QIH in connection with the allegations under investigation.

7. Conclusion and Clearance

Based on the comprehensive search of Calderwood & Harkness LLP's firm-wide Conflicts Database, supplemented by individual inquiries to all partners and counsel in the White Collar Defense & Investigations, Insurance, Corporate / Mergers & Acquisitions, and Litigation practice groups, and further supplemented by the personal disclosures of each member of the proposed engagement team, no disqualifying conflicts of interest have been identified in connection with the proposed engagement by the Audit Committee of Quorum Insurance Holdings Corp. (Matter No. 1025-00010).

Specifically:

• The Firm does not currently represent and has not previously represented QIH, BSU, or any subject individual.

• The Firm does not represent any alleged fictitious broker entity.

• The Firm does not represent any party that is or could reasonably be expected to be adverse to the Audit Committee or QIH in connection with this matter.

• No member of the engagement team has any personal relationship, financial interest, or prior professional contact with any screened party that would impair the Firm's independence or give rise to an appearance of impropriety.

The engagement is cleared to proceed, subject to: (i) execution of the engagement letter by Priya Subramaniam on behalf of the Audit Committee; and (ii) receipt of the $100,000 advance retainer.

Any expansion of the scope of the engagement, identification of additional parties of interest, or material change in circumstances will require a supplemental conflicts review, which will be documented in a supplemental memorandum prepared and approved in accordance with the Firm's standard procedures.

8. Approval Block

PREPARED BY:

________________________________________

Steven Hollander Lead Associate, White Collar Defense & Investigations Calderwood & Harkness LLP NY Bar #5681234

Date: February 26, 2026

REVIEWED AND APPROVED BY:

________________________________________

Conrad Ashby Responsible Partner, White Collar Defense & Investigations Calderwood & Harkness LLP NY Bar #4417892

Date: February 26, 2026

APPENDIX A — Complete List of Parties Screened

The following table sets forth the complete list of all parties screened in connection with the conflicts-of-interest review for Matter No. 1025-00010. For each party, the table identifies the party type, the party's role in the matter, whether a conflict was identified, and any relevant notes.

— END OF MEMORANDUM —

CONFIDENTIAL — INTERNAL FIRM USE ONLY — PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT Calderwood & Harkness LLP — Matter No. 1025-00010

Firm:	Calderwood & Harkness LLP, 1221 Avenue of the Americas, 38th Floor, New York, NY 10020
Matter Number:	1025-00010
Date of Memorandum:	February 26, 2026
Prepared By:	Steven Hollander, Lead Associate, White Collar Defense & Investigations (NY Bar #5681234)
Reviewed and Approved By:	Conrad Ashby, Responsible Partner, White Collar Defense & Investigations (NY Bar #4417892)
Distribution:	Internal only — Conrad Ashby (Responsible Partner, NY Bar #4417892); Victoria Chambers (Billing Partner, NY Bar #4523106); Steven Hollander (Lead Associate, NY Bar #5681234); Jasmine Thornton (Working Associate, CT Bar #439772); Office of General Counsel, Calderwood & Harkness LLP
Classification:	Confidential — Internal Firm Use Only; Not to Be Shared Outside the Firm
Timekeeper Level	Rate
Partners	$1,475/hr
Senior Associates / Counsel	$1,050/hr
Associates	$825/hr
Paralegals	$425/hr
Event	Date
Conflicts check initiated (search request submitted to Conflicts Department)	February 25, 2026
Database search completed and preliminary results returned	February 25, 2026
Manual partner/counsel inquiries circulated	February 25, 2026
All partner/counsel inquiries returned	February 26, 2026
Engagement team personal disclosures confirmed	February 26, 2026
Database search results reviewed and analyzed	February 26, 2026
Conflicts clearance memorandum prepared	February 26, 2026
Conflicts clearance granted	February 26, 2026
Matter Number:	1025-00010
Engagement Opened:	February 27, 2026
No.	Party Name	Party Type	Role in Matter	Conflict (Y/N)	Notes
1	Quorum Insurance Holdings Corp.	Entity	Client (parent)	N	Delaware corp.; Nasdaq: QIHC

2	Ashgrove Equity Partners Specialty Underwriting, Inc.	Entity	Subject subsidiary	N	Connecticut corp.; wholly owned by QIH
3	Garrett T. Lomax	Individual	Subject individual (President, BSU)	N	No prior representation
4	Neil W. Stadler	Individual	Subject individual (SVP, BSU)	N	No prior representation
5	Rhonda M. Kessler	Individual	Subject individual (VP, BSU)	N	No prior representation
6	Veltrano Risk Advisors	Entity	Alleged fictitious broker	N	Legal existence unverified
7	Halloran & Pratt Insurance Associates	Entity	Alleged fictitious broker	N	Legal existence unverified
8	CrestPoint Brokerage LLC	Entity	Alleged fictitious broker	N	Legal existence unverified
9	Kellner & Strauss LLP	Entity	QIH external auditor	N	May interact during investigation
10	Sentinel Mutual Assurance Group	Entity	QIH D&O insurer	N	Notice may be required under policies
11	Pemberton Hale & Creighton LLP	Entity	QIH standing outside counsel	N	Will coordinate on disclosure matters
12	Claridge Forensic Advisory LLC	Entity	Proposed forensic advisor	N	Consulting expert under Firm direction
13	IntegriLine Compliance Services, Inc.	Entity	Ethics-hotline administrator	N	Administered whistleblower intake
14	Linden Actuarial Consulting Group	Entity	QIH appointed actuary	N	Maintains IBNR reserve schedules
15	Continental Ledger Services, Inc.	Entity	QIH transfer agent	N	Minimal expected involvement
16	Marcus P. Galvin	Individual	CEO, QIH	N	No prior representation
17	Denise R. Nakamura	Individual	CFO, QIH	N	SOX certifying officer
18	Owen R. Hargrove	Individual	GC & Secretary, QIH	N	Received hotline escalation
19	Priya Subramaniam	Individual	Audit Committee Chair	N	Authorized to execute engagement letter
20	Thomas K. Driscoll	Individual	Audit Committee member	N	Independent director since 2019
21	Angela F. Delvecchio	Individual	Audit Committee member	N	Former SEC staff
22	Elaine R. Foxworth	Individual	Partner, PHC	N	QIH's regular outside counsel contact
23	Daniel J. Petrov	Individual	Managing Director, Claridge	N	Proposed forensic advisor contact
24	Howard M. Bressler	Individual	Lead Engagement Partner, K&S	N	QIH's audit engagement partner
25	Patricia L. Munroe	Individual	VP Claims, Sentinel	N	D&O claims contact
26	Margaret Y. Cho	Individual	Consulting Actuary, Linden	N	FCAS; maintains reserve schedules

CALDERWOOD & HARKNESS LLP
INTERNAL CONFLICTS CLEARANCE MEMORANDUM
PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT
This memorandum is protected by the attorney work-product doctrine and is intended solely for internal use by Calderwood & Harkness LLP. It contains the mental impressions, conclusions, and legal analysis of firm attorneys. This memorandum is not to be shared outside the firm under any circumstances. Any unauthorized disclosure may constitute a waiver of applicable privileges.
1. Purpose of Memorandum
This memorandum documents the conflicts-of-interest review conducted by Calderwood & Harkness LLP (the "Firm") in connection with the proposed engagement of the Firm by the Audit Committee of the Board of Directors of Quorum Insurance Holdings Corp. ("QIH" or the "Company") to scope and, if warranted, conduct an independent internal investigation into allegations of financial misconduct at QIH's wholly owned subsidiary, Ashgrove Equity Partners Specialty Underwriting, Inc. ("BSU"). The purpose of this memorandum is to memorialize the parties screened, the methodology employed, the results obtained, and the conclusions reached, so that the Firm may satisfy its ethical obligations under the New York Rules of Professional Conduct (the "NYRPC") and the Firm's internal conflicts-clearance policies before commencing the representation.
The proposed engagement arises from an anonymous whistleblower complaint submitted through QIH's third-party ethics hotline, administered by IntegriLine Compliance Services, Inc. The complaint was assigned intake reference number IL-QIH-2026-0214-0033 and was received on February 14, 2026. On February 17, 2026, the complaint was escalated to QIH's General Counsel, Owen R. Hargrove, who in turn brought the matter to the attention of the Audit Committee. The whistleblower complaint alleges, among other things, that senior executives at BSU engaged in a multi-year scheme to inflate premium revenue through fictitious policy placements and manipulated incurred-but-not-reported ("IBNR") loss-reserve releases, resulting in material misstatements of QIH's consolidated financial statements.
On February 24, 2026, the Audit Committee resolved to retain independent outside counsel to conduct a scoping review and, if the scoping review so warrants, a full-scale independent internal investigation. Priya Subramaniam, Chair of the Audit Committee, has been authorized by the Audit Committee to execute the engagement letter on its behalf. The Audit Committee's selection of the Firm was made independently of QIH management, consistent with the Audit Committee's charter and applicable corporate governance requirements.
The conflicts check described in this memorandum was initiated on February 25, 2026, upon receipt of the proposed engagement information from Ms. Subramaniam's office. All searches, partner and counsel inquiries, and analytical work were completed by the close of business on February 26, 2026. As set forth in detail below, the conflicts review identified no disqualifying conflicts of interest, and the engagement has been cleared to proceed.
2. Engagement Overview
2.1 Client Identity
The client for this engagement is the Audit Committee of the Board of Directors of Quorum Insurance Holdings Corp., acting in its oversight and investigative capacity under its charter and applicable law. The Firm does not represent QIH management, any individual officer or director of QIH or BSU, or any QIH subsidiary in its individual capacity in connection with this matter. This distinction is fundamental to the engagement and must be maintained throughout the course of the representation.
The Audit Committee is currently composed of three independent directors:
•  Priya Subramaniam — Chair of the Audit Committee; independent director since 2021; former Chief Financial Officer of Garrison Reinsurance Corp.; Ms. Subramaniam is authorized by the Audit Committee to execute the engagement letter and to serve as the Firm's primary point of contact on behalf of the Audit Committee.
•  Thomas K. Driscoll — Audit Committee member; independent director since 2019; former Managing Director at Whitmore Capital Partners, a private equity firm focused on financial services.
•  Angela F. Delvecchio — Audit Committee member; independent director since 2023; former staff attorney and branch chief in the U.S. Securities and Exchange Commission's Division of Corporation Finance; Ms. Delvecchio brings particular expertise in SEC reporting and disclosure requirements.
Each member of the Audit Committee has been determined to be independent within the meaning of Nasdaq Listing Rule 5605(a)(2) and Rule 10A-3 under the Securities Exchange Act of 1934, as amended.
QIH is a Delaware corporation, publicly traded on the Nasdaq Stock Market under the ticker symbol QIHC. QIH's Employer Identification Number is 83-2641057. The Company's principal executive offices are located at 400 Atlantic Street, Suite 3200, Stamford, Connecticut 06901. QIH's registered agent for service of process is located at 1209 Orange Street, Wilmington, Delaware 19801.
2.2 Subject Matter
The whistleblower complaint alleges that senior executives at BSU engaged in a multi-year scheme, spanning approximately the third quarter of fiscal year 2023 through the fourth quarter of fiscal year 2025, to inflate premium revenue through two principal mechanisms:
1.  Fictitious Policy Placements. The creation and recording of fictitious policy binder confirmations purportedly placed through three retail broker entities — Veltrano Risk Advisors, Halloran & Pratt Insurance Associates, and CrestPoint Brokerage LLC — that the whistleblower alleges are either fictitious or shell entities lacking valid surplus-lines licenses. The whistleblower alleges that approximately 147 fictitious binder confirmations were channeled through these three entities, representing aggregate alleged fictitious placed premium of approximately $74 million and generating approximately $9.6 million in phantom commission income booked by BSU.
2.  Manipulated IBNR Loss-Reserve Releases. The improper release of IBNR loss reserves without actuarial justification, resulting in the recognition of approximately $38.5 million in improper reserve releases that inflated BSU's underwriting income and, by extension, QIH's consolidated earnings.
The aggregate alleged financial misstatement is approximately $48.1 million ($9.6 million in phantom commission income plus $38.5 million in improper reserve releases). If substantiated, these allegations could have material implications for the accuracy of QIH's previously issued financial statements, the adequacy of QIH's internal controls over financial reporting, and QIH's compliance with federal securities laws, including the Sarbanes-Oxley Act of 2002.
BSU is a Connecticut corporation and a wholly owned subsidiary of QIH. BSU's Employer Identification Number is 84-3197428. BSU's offices are located at 55 Elm Street, 8th Floor, Hartford, Connecticut 06103. BSU has approximately 120 employees and operates as a specialty insurance underwriter focused on commercial property and casualty lines.
2.3 Practice Group and Staffing
The proposed engagement will be handled by the Firm's White Collar Defense & Investigations practice group. The following attorneys have been designated for the engagement team:
•  Responsible Partner: Conrad Ashby, Partner, White Collar Defense & Investigations, New York office (NY Bar #4417892). Mr. Ashby has over twenty-five years of experience in internal investigations, SEC enforcement defense, and corporate compliance matters, including multiple investigations in the insurance and financial services sectors.
•  Billing Partner: Victoria Chambers, Partner, White Collar Defense & Investigations, New York office (NY Bar #4523106). Ms. Chambers will serve as the billing partner and will assist with engagement administration and client communications as needed.
•  Lead Associate: Steven Hollander, Senior Associate, White Collar Defense & Investigations, New York office (NY Bar #5681234). Mr. Hollander has conducted the conflicts analysis documented in this memorandum and will serve as the day-to-day lead on the investigation.
•  Working Associate: Jasmine Thornton, Associate, White Collar Defense & Investigations, Hartford office (CT Bar #439772). Ms. Thornton's presence in Strathmore Mutual Insurance office provides geographic proximity to BSU's operations and will facilitate document review, witness coordination, and on-site work.
The proposed hourly billing rates for this engagement are as follows:
The estimated budget for the initial scoping phase of the engagement is $175,000 to $225,000, inclusive of attorney time and disbursements but exclusive of the fees and costs of Claridge Forensic Advisory LLC, which are estimated separately at $85,000 to $120,000 for scoping support. The scoping-phase budget will be presented to the Audit Committee in the engagement letter and is subject to the Audit Committee's approval.
3. Parties Screened
The following parties were identified for purposes of the conflicts-of-interest search. Each party's name, organizational type, role in the matter, and relevant identifying information are set forth below. All parties listed were run through the Firm's conflicts database and were the subject of individual partner and counsel inquiries as described in Section 4 of this memorandum.
3.1 Client Entities
Quorum Insurance Holdings Corp. — Delaware corporation; publicly traded on Nasdaq under the ticker symbol QIHC; parent holding company and ultimate client entity for the engagement. QIH is the entity through which the Audit Committee exercises its oversight authority.
Ashgrove Equity Partners Specialty Underwriting, Inc. — Connecticut corporation; wholly owned subsidiary of QIH; the subsidiary whose operations are the subject of the investigation. BSU is the entity at which the alleged financial misconduct is alleged to have occurred.
3.2 Subject Individuals
The following individuals are identified in the whistleblower complaint as persons alleged to have been involved in, or to have had knowledge of, the alleged financial misconduct:
Garrett T. Lomax — President, Ashgrove Equity Partners Specialty Underwriting, Inc. Mr. Lomax joined BSU in 2018 and is the most senior executive at the subsidiary. His estimated fiscal year 2025 total compensation is $1,095,000, consisting of a $685,000 base salary and a $410,000 performance bonus. Mr. Lomax reports directly to QIH Chief Executive Officer Marcus P. Galvin. The whistleblower complaint alleges that Mr. Lomax directed and supervised the alleged scheme.
Neil W. Stadler — Senior Vice President, Commercial Property Division, Ashgrove Equity Partners Specialty Underwriting, Inc. Mr. Stadler joined BSU in 2020 and oversees the division through which the fictitious policy placements were allegedly booked. His estimated fiscal year 2025 total compensation is $615,000, consisting of a $385,000 base salary and a $230,000 performance bonus. Mr. Stadler reports directly to Garrett T. Lomax.
Rhonda M. Kessler — Vice President, Finance & Operations, Ashgrove Equity Partners Specialty Underwriting, Inc. Ms. Kessler joined BSU in 2019 and is responsible for financial reporting and operational oversight at BSU, including the booking of premium revenue and the coordination of loss-reserve schedules. Her estimated fiscal year 2025 total compensation is $435,000, consisting of a $290,000 base salary and a $145,000 performance bonus. Ms. Kessler reports directly to Garrett T. Lomax. The whistleblower complaint alleges that Ms. Kessler was responsible for recording the fictitious premium entries and coordinating the improper reserve releases.
3.3 QIH Senior Management
The following members of QIH's senior management team were screened because of their roles at the parent company and their potential relevance to the investigation:
Marcus P. Galvin — Chief Executive Officer, Quorum Insurance Holdings Corp. Mr. Galvin is the most senior executive at QIH and is the direct supervisor of BSU President Garrett T. Lomax. The investigation may need to examine the extent of Mr. Galvin's knowledge of or involvement in the alleged misconduct.
Denise R. Nakamura — Chief Financial Officer, Quorum Insurance Holdings Corp. Ms. Nakamura serves as the SOX certifying officer and is responsible for certifying the accuracy of QIH's consolidated financial statements. The investigation will need to assess whether any of the alleged misstatements affected the accuracy of Ms. Nakamura's certifications.
Owen R. Hargrove — General Counsel and Secretary, Quorum Insurance Holdings Corp. Mr. Hargrove received the escalated whistleblower complaint from IntegriLine Compliance Services on February 17, 2026 and brought the matter to the attention of the Audit Committee. Mr. Hargrove's role in the investigation will need to be carefully circumscribed to avoid any appearance of management interference with the Audit Committee's independent inquiry.
3.4 QIH Audit Committee Members
The three members of the Audit Committee — Priya Subramaniam, Thomas K. Driscoll, and Angela F. Delvecchio — were screened individually, notwithstanding that the Audit Committee is the client for this engagement. This screening was conducted to confirm that no member of the Firm's engagement team has any prior personal or professional relationship with any Audit Committee member that could give rise to an appearance of partiality or compromise the independence of the engagement.
3.5 Alleged Fictitious / Shell Broker Entities
The whistleblower complaint identifies three retail broker entities through which the fictitious policy placements were allegedly channeled. The whistleblower alleges that each of these entities is either entirely fictitious or a shell entity established for the purpose of facilitating the alleged scheme:
Veltrano Risk Advisors — Entity type unknown; alleged by the whistleblower to be a fictitious or shell retail broker; purportedly lacks valid surplus-lines licenses in any jurisdiction; alleged to operate from a virtual-office address.
Halloran & Pratt Insurance Associates — Entity type unknown; alleged by the whistleblower to be a fictitious or shell retail broker; purportedly lacks valid surplus-lines licenses in any jurisdiction; alleged to operate from a virtual-office address.
CrestPoint Brokerage LLC — Entity type unknown; alleged by the whistleblower to be a fictitious or shell retail broker; purportedly lacks valid surplus-lines licenses in any jurisdiction; alleged to operate from a virtual-office address.
These three entities are alleged to have served as the purported counterparties through which approximately 147 fictitious binder confirmations were channeled, representing aggregate alleged fictitious placed premium of approximately $74 million. The legal existence, organizational status, and licensing history of each entity will be among the first matters examined during the scoping phase of the investigation.
3.6 QIH's Standing Outside Counsel
Pemberton Hale & Creighton LLP — New York limited liability partnership; offices at 599 Lexington Avenue, Suite 2600, New York, New York 10022; partner contact Elaine R. Foxworth (corporate governance and securities). Pemberton Hale & Creighton serves as QIH's regular outside counsel for SEC reporting, corporate governance, and general corporate matters. Pemberton Hale & Creighton will not handle the internal investigation in order to preserve the independence of the inquiry. However, Pemberton Hale & Creighton will continue to advise QIH on disclosure obligations, governance matters, and regulatory filings arising in connection with the investigation, and the Firm anticipates coordinating with Pemberton Hale & Creighton on such matters at the direction of the Audit Committee.
3.7 QIH's Independent External Auditor
Kellner & Strauss LLP — New York limited liability partnership; offices at 345 Park Avenue, 18th Floor, New York, New York 10154; lead engagement partner Howard M. Bressler. Kellner & Strauss serves as QIH's independent registered public accounting firm and issued an unqualified audit opinion on QIH's consolidated financial statements for the fiscal year ended December 31, 2025. QIH filed its fiscal year 2025 Annual Report on Form 10-K with the SEC on February 21, 2026, which included the Kellner & Strauss audit report. The investigation may require interaction with Kellner & Strauss regarding the firm's audit procedures, its assessment of reserve adequacy, and its testing of revenue recognition for BSU-originated premium. The potential interplay between the investigation and Kellner & Strauss's audit work will need to be carefully managed.
3.8 D&O Insurance Carrier
Sentinel Mutual Assurance Group — Massachusetts mutual insurance company; offices at 200 Clarendon Street, Suite 4400, Boston, Massachusetts 02116; claims contact Patricia L. Munroe, Vice President — Executive Liability Claims. Sentinel Mutual provides directors' and officers' liability insurance coverage to QIH under the following policies:
•  Primary Policy (Tower A): Policy No. SMA-EL-2025-07741; limit of liability $15,000,000; self-insured retention $1,000,000.
•  Excess Policy (Tower B): Policy No. SMA-XS-2025-07742; limit of liability $25,000,000 excess of $15,000,000.
The Audit Committee may direct that notice be provided to Sentinel Mutual under the D&O policies as the investigation progresses. Potential future interactions regarding coverage, defense costs, and indemnification do not present a current conflict of interest.
3.9 Proposed Forensic Accounting / E-discovery Advisor
Claridge Forensic Advisory LLC — Delaware limited liability company; offices at 101 Park Avenue, 26th Floor, New York, New York 10178; managing director contact Daniel J. Petrov. Claridge is proposed to provide forensic accounting analysis and electronic discovery support under the direction and supervision of Calderwood & Harkness in connection with the investigation. Claridge's engagement will be formalized upon completion of the scoping phase and subject to Audit Committee approval. The estimated budget for Claridge's scoping-support work is $85,000 to $120,000. Claridge will be retained as a consulting expert, and its work product will be protected by the attorney work-product doctrine and, where applicable, the attorney-client privilege as an agent of counsel.
3.10 Other Related Parties Screened
The following additional parties were identified and screened because of their roles in connection with QIH's operations or the investigation:
IntegriLine Compliance Services, Inc. — Delaware corporation; third-party ethics-hotline operator retained by QIH to administer QIH's anonymous reporting hotline. IntegriLine received and processed the whistleblower complaint that gave rise to this engagement (intake reference no. IL-QIH-2026-0214-0033). IntegriLine may be contacted during the investigation to obtain information regarding the intake process and any additional communications from the whistleblower.
Linden Actuarial Consulting Group — Connecticut limited liability company; offices at 280 Trumbull Street, Suite 900, Hartford, Connecticut 06103; principal and consulting actuary Margaret Y. Cho, FCAS. Linden serves as QIH's appointed actuarial firm and maintains the IBNR reserve schedules and related actuarial analyses relevant to the investigation. Linden's work product, including actuarial memoranda, loss-development triangles, and reserve opinions, will likely be reviewed as part of the investigation to determine whether IBNR reserve releases were actuarially justified.
Continental Ledger Services, Inc. — New York corporation; QIH's transfer agent. Continental Ledger maintains QIH's shareholder records and administers stock transfers. While Continental Ledger's involvement in the investigation is expected to be minimal, it was screened as a QIH service provider for completeness.
4. Conflicts Search Methodology
4.1 Systems and Databases Searched
The conflicts-of-interest search was conducted using the following systems and procedures:
1.  Firm-Wide Conflicts Database. The Firm maintains a proprietary firm-wide conflicts management database (the "Conflicts Database") that contains records of all current and former client representations, adverse party designations, matter-specific relationships, and related party information across all of the Firm's offices worldwide and all practice groups. The Conflicts Database was searched using the full legal name, known short names, known aliases and "doing business as" names, officer and director names, and known affiliates for each party identified in Section 3 of this memorandum. The search was not limited to any particular practice group, office, or time period and encompassed all active matters and all recently closed matters within the Firm's standard look-back period.
2.  Manual Partner and Counsel Inquiries. In addition to the electronic database search, a manual inquiry was circulated via the Firm's internal conflicts-notification system to all partners and counsel in the following practice groups: (a) White Collar Defense & Investigations; (b) Insurance; (c) Corporate / Mergers & Acquisitions; and (d) Litigation. The inquiry identified all parties screened and requested that each partner and counsel confirm whether they had any current or former professional or personal relationship with any screened party, any knowledge of any current or former firm representation involving any screened party, or any financial interest in any screened entity. All inquiries were returned by the close of business on February 26, 2026.
3.  Engagement Team Personal Disclosures. Each member of the proposed engagement team — Conrad Ashby, Victoria Chambers, Steven Hollander, and Jasmine Thornton — was required to confirm individually that he or she has no personal relationships, financial interests, or prior professional contacts with any screened party that could give rise to a conflict of interest or an appearance of impropriety.
4.2 Scope of Review
The conflicts review encompassed the following categories of relationships and interests:
•  Current client relationships — All active matters in which any screened party is a client of the Firm in any capacity.
•  Former client relationships — All closed matters within the Firm's standard look-back period in which any screened party was a client of the Firm in any capacity.
•  Adverse party representations — All matters, current and former, in which any screened party has been designated as an adverse party or counterparty to a Firm client.
•  Matter-specific relationships — All matters in which any screened party has appeared as co-counsel, opposing counsel, expert witness, counterparty, or other interested party.
•  Personal relationships and financial interests — Any personal relationship, familial connection, or financial interest (including equity holdings, debt instruments, or other economic interests) held by any member of the proposed engagement team in any screened party.
4.3 Timeline.  The conflicts review was conducted on the following timeline:
The one-day turnaround for the conflicts review reflects the time-sensitive nature of the proposed engagement, given the seriousness of the whistleblower allegations and the Audit Committee's desire to retain independent counsel promptly.
5. Search Results and Analysis
5.1 Quorum Insurance Holdings Corp. and Ashgrove Equity Partners Specialty Underwriting, Inc.
The Firm's Conflicts Database was searched for any current or prior representation of Quorum Insurance Holdings Corp. or Ashgrove Equity Partners Specialty Underwriting, Inc. in any capacity. No results were returned. The Firm has not represented QIH or BSU as a client in any matter — transactional, advisory, litigation, regulatory, or otherwise — at any time.
In addition, no member of the proposed engagement team has any prior professional or personal relationship with QIH, BSU, or any of their respective officers, directors, employees, or agents. No member of the engagement team holds any financial interest — including equity securities, debt instruments, options, warrants, or other derivative positions — in QIH common stock (Nasdaq: QIHC) or any other QIH securities.
Conclusion: No conflict identified.
5.2 Subject Individuals (Lomax, Stadler, Kessler)
The Firm's Conflicts Database was searched for any current or prior representation of Garrett T. Lomax, Neil W. Stadler, or Rhonda M. Kessler in any capacity, including personal representation (e.g., estate planning, real estate, personal litigation) and professional representation (e.g., employment matters, regulatory proceedings). No results were returned for any of the three subject individuals.
The Firm does not represent and has not represented any of the three subject individuals in any capacity — personal, professional, or otherwise. No personal relationships or prior professional contacts exist between any member of the engagement team and any of the subject individuals.
This result is of particular importance to the integrity of the engagement. Because the Firm's client is the Audit Committee and not any individual officer or employee of QIH or BSU, it is essential that the Firm have no attorney-client relationship, current or former, with any subject individual that could give rise to a duty of loyalty, a duty of confidentiality, or a conflict of interest. The absence of any such relationship confirms that the Firm is free to conduct the investigation without constraint. Upjohn warnings (also referred to as "corporate Miranda" warnings) will be administered to each subject individual and to any other company employee or agent interviewed during the course of the investigation, in accordance with applicable ethical rules and best practices for internal corporate investigations.
Conclusion: No conflict identified.
5.3 Alleged Fictitious Broker Entities (Veltrano Risk Advisors, Halloran & Pratt Insurance Associates, CrestPoint Brokerage LLC)
The Firm's Conflicts Database was searched for any current or prior representation of, or adverse relationship with, Veltrano Risk Advisors, Halloran & Pratt Insurance Associates, and CrestPoint Brokerage LLC. No results were returned for any of the three entities. No other matters involving these entity names were located in the Conflicts Database.
It should be noted that the legal existence of these entities has not yet been verified. The whistleblower complaint alleges that some or all of these entities are entirely fictitious or are shell entities established for the purpose of facilitating the alleged scheme. Verification of the organizational status, formation history, licensing status, and beneficial ownership of each entity will be among the initial tasks undertaken during the scoping phase of the investigation. If the investigation reveals that any of these entities is an alter ego of, or otherwise affiliated with, a person or entity that has a relationship with the Firm, a supplemental conflicts analysis will be conducted immediately.
Conclusion: No conflict identified.
5.4 Pemberton Hale & Creighton LLP
The Firm's Conflicts Database was searched for any current or prior adverse representation against Pemberton Hale & Creighton LLP. No results indicating any current or prior adverse relationship were returned. The Firm has cooperated with Pemberton Hale & Creighton on unrelated transactions in the past — specifically, two co-counsel arrangements on syndicated finance transactions in 2022 and 2023 — but no current co-counsel or adverse relationship exists between the two firms.
Pemberton Hale & Creighton serves as QIH's regular outside counsel on corporate and securities matters and will coordinate with Calderwood & Harkness on disclosure-related issues arising from the investigation, including potential obligations under SEC rules regarding the filing of Current Reports on Form 8-K, amendments to the Form 10-K, and any required restatements. This coordination arrangement does not give rise to a conflict of interest. The two firms will maintain separate and independent engagement relationships with their respective clients (Pemberton Hale & Creighton with QIH management; Calderwood & Harkness with the Audit Committee), and care will be taken to ensure that communications between the firms are conducted at the direction of the Audit Committee and do not result in any inadvertent waiver of privilege.
Conclusion: No conflict identified.
5.5 Kellner & Strauss LLP
The Firm's Conflicts Database was searched for any current or prior representation of Kellner & Strauss LLP and for any current matters in which the Firm and Kellner & Strauss are adversely positioned. No results were returned in either category. The Firm has not represented Kellner & Strauss as a client, and no adversarial relationship exists between the two firms.
Kellner & Strauss is QIH's independent registered public accounting firm and issued an unqualified audit opinion on QIH's consolidated financial statements for fiscal year 2025. QIH filed its fiscal year 2025 Annual Report on Form 10-K on February 21, 2026, which included Kellner & Strauss's audit report. The investigation may require significant interaction with Kellner & Strauss regarding the firm's audit procedures, its assessment of BSU's loss reserves (including IBNR reserves), its testing of revenue recognition for BSU-originated premium, and its evaluation of QIH's internal controls over financial reporting. Depending on the investigation's findings, there may also be questions regarding whether Kellner & Strauss identified — or should have identified — any of the alleged irregularities during the course of its audit work.
The potential for future tension between the investigation's findings and Kellner & Strauss's audit work does not present a current conflict of interest. However, the engagement team should be mindful of the need to manage communications with Kellner & Strauss carefully to preserve applicable privileges, including the attorney-client privilege and the work-product doctrine, and to avoid creating any impression that the investigation is being conducted at the direction of or for the benefit of the auditor rather than the Audit Committee.
Conclusion: No conflict identified.
5.6 Sentinel Mutual Assurance Group
The Firm's Conflicts Database was searched for any current or prior representation of Sentinel Mutual Assurance Group and for any current matters adverse to Sentinel Mutual. No results were returned in either category. The Firm has not represented Sentinel Mutual as a client, and no adversarial relationship exists.
Sentinel Mutual is QIH's directors' and officers' liability insurance carrier. The Audit Committee may direct that notice of the investigation and of the underlying whistleblower allegations be provided to Sentinel Mutual under the terms of the primary D&O policy (Policy No. SMA-EL-2025-07741) and the excess D&O policy (Policy No. SMA-XS-2025-07742). Potential future interactions regarding D&O coverage — including questions regarding the allocation of defense costs, the availability of coverage for the costs of the investigation, and the potential for coverage disputes arising from policy exclusions (e.g., the "fraud" or "dishonesty" exclusion, if applicable) — do not present a current conflict of interest. Should a coverage dispute arise in the future, the need for separate counsel on coverage issues will be assessed at that time.
Conclusion: No conflict identified.
5.7 Claridge Forensic Advisory LLC
The Firm's Conflicts Database was searched for any current or prior engagement of, or adverse relationship with, Claridge Forensic Advisory LLC. No results were returned. No member of the proposed engagement team has any prior professional or personal relationship with Claridge's proposed managing director contact, Daniel J. Petrov, or with any other Claridge personnel.
Claridge is proposed to serve as a consulting expert retained under the direction and supervision of Calderwood & Harkness to provide forensic accounting analysis and electronic discovery support. Claridge's work product will be generated at the direction of counsel and is intended to be protected by the attorney work-product doctrine and, where applicable, the attorney-client privilege. This arrangement is standard in internal investigations of this nature and does not raise conflicts concerns. The terms of Claridge's engagement, including fee arrangements, scope of work, and confidentiality obligations, will be set forth in a separate engagement letter between Claridge and the Audit Committee (or, at the Audit Committee's direction, between Claridge and the Firm as agent for the Audit Committee).
Conclusion: No conflict identified.
5.8 Other Screened Parties (IntegriLine Compliance Services, Inc.; Linden Actuarial Consulting Group; Continental Ledger Services, Inc.)
The Firm's Conflicts Database was searched for any current or prior representation of, or adverse relationship with, each of the following entities:
•  IntegriLine Compliance Services, Inc. — No results returned. No current or prior relationship identified.
•  Linden Actuarial Consulting Group — No results returned. No current or prior relationship identified.
•  Continental Ledger Services, Inc. — No results returned. No current or prior relationship identified.
Each of these entities is a service provider to QIH and may be contacted or may have documents reviewed during the course of the investigation. None of these entities is a client, former client, or adverse party of the Firm.
Conclusion: No conflict identified as to any of these entities.
5.9 QIH Senior Management and Board Members
The Firm's Conflicts Database was searched for any current or prior personal representation of the following individuals:
•  Marcus P. Galvin, Chief Executive Officer, QIH
•  Denise R. Nakamura, Chief Financial Officer, QIH
•  Owen R. Hargrove, General Counsel & Secretary, QIH
•  Priya Subramaniam, Chair, Audit Committee
•  Thomas K. Driscoll, Audit Committee member
•  Angela F. Delvecchio, Audit Committee member
No results were returned for any of the above individuals. The Firm has not represented any of these individuals in any personal capacity, and no member of the engagement team has any personal relationship, familial connection, or financial interest involving any of these individuals.
Additionally, the partner and counsel inquiry circulated to relevant practice groups did not identify any prior professional contacts or social relationships between any Firm attorney and any of the above-listed individuals that would give rise to a conflict of interest or an appearance of partiality.
Conclusion: No conflict identified.
6. Ethical Considerations and Engagement-Specific Notes
6.1 Identity of the Client
As noted throughout this memorandum, the client for this engagement is the Audit Committee of the Board of Directors of Quorum Insurance Holdings Corp., acting in its capacity as the body charged with oversight of QIH's financial reporting, internal controls, and compliance functions. The Firm does not represent QIH management, any individual officer or director of QIH or BSU, or any QIH subsidiary in its individual capacity in connection with this matter.
This distinction is critical for several reasons:
(a) Privilege. The attorney-client privilege for this engagement belongs to the Audit Committee, and decisions regarding the assertion or waiver of the privilege rest with the Audit Committee. Communications between the Firm and the Audit Committee are privileged, and care must be taken to avoid inadvertent disclosure of privileged communications to persons outside the scope of the privilege, including QIH management, to the extent that the Audit Committee has not authorized such disclosure.
(b) Conflicts. Because the Firm's client is the Audit Committee and not any individual, the Firm does not owe duties of loyalty or confidentiality to any individual officer, director, or employee of QIH or BSU. This is essential to the Firm's ability to investigate the conduct of the subject individuals without constraint.
(c) Upjohn Warnings. At any interview of a QIH or BSU officer, director, or employee conducted during the investigation, the Firm will administer Upjohn warnings (also known as "corporate Miranda" warnings) to make clear that: (i) the Firm represents the Audit Committee and not the individual; (ii) the privilege for the communication belongs to the Audit Committee and may be waived by the Audit Committee without the individual's consent; and (iii) the individual may wish to consult with personal counsel before participating in the interview.
The engagement letter will expressly identify the Audit Committee as the client and will contain provisions addressing the foregoing issues.
6.2 No Representation of Subject Individuals
The Firm has confirmed that it does not currently represent and has not previously represented Garrett T. Lomax, Neil W. Stadler, or Rhonda M. Kessler in any capacity. The Firm will not undertake individual representation of any subject individual in connection with this investigation or in any proceeding arising from the investigation. If any subject individual requests that the Firm provide personal legal representation, that request will be declined, and the individual will be advised to retain separate, independent counsel at his or her own expense.
It is noted that QIH's certificate of incorporation, bylaws, and/or indemnification agreements may provide for the advancement of legal fees and indemnification of officers and directors in connection with proceedings arising from their service. Similarly, the Sentinel Mutual D&O policies may provide coverage for defense costs incurred by individual insureds. The availability and scope of any such advancement, indemnification, or insurance coverage are matters for the subject individuals and their personal counsel to assess and pursue independently, and the Firm will not advise any subject individual on such matters.
6.3 Potential Future Conflicts
The conflicts analysis documented in this memorandum is based on the facts and circumstances known to the Firm as of the date of this memorandum. If the investigation reveals the involvement of additional individuals or entities not currently screened — including, without limitation, additional QIH or BSU employees, third-party brokers, reinsurers, regulatory agencies, or other persons — supplemental conflicts checks will be conducted promptly in accordance with the Firm's standard conflicts-clearance procedures.
In addition, if the scope of the engagement expands beyond the internal investigation to include related matters — such as regulatory defense before the SEC, the Connecticut Insurance Department, or other regulatory bodies; civil litigation defense; or shareholder derivative or securities class action litigation — the conflicts analysis will be updated to reflect any new adversaries, interested parties, or potential conflicts arising from the expanded scope. Any such expansion of scope will be documented in an amended or supplemental engagement letter and will be subject to the Audit Committee's prior approval.
6.4 No Representation of Adverse Parties
The Firm has confirmed, through the comprehensive search and inquiry process described in Section 4 of this memorandum, that it does not currently represent any party that is or could reasonably be expected to be adverse to QIH, BSU, the Audit Committee, or any subject individual in connection with this matter. This includes, without limitation, any regulatory agency, plaintiff's counsel, shareholder, counterparty, or other person or entity whose interests may be adverse to those of the Audit Committee or QIH in connection with the allegations under investigation.
7. Conclusion and Clearance
Based on the comprehensive search of Calderwood & Harkness LLP's firm-wide Conflicts Database, supplemented by individual inquiries to all partners and counsel in the White Collar Defense & Investigations, Insurance, Corporate / Mergers & Acquisitions, and Litigation practice groups, and further supplemented by the personal disclosures of each member of the proposed engagement team, no disqualifying conflicts of interest have been identified in connection with the proposed engagement by the Audit Committee of Quorum Insurance Holdings Corp. (Matter No. 1025-00010).
Specifically:
•  The Firm does not currently represent and has not previously represented QIH, BSU, or any subject individual.
•  The Firm does not represent any alleged fictitious broker entity.
•  The Firm does not represent any party that is or could reasonably be expected to be adverse to the Audit Committee or QIH in connection with this matter.
•  No member of the engagement team has any personal relationship, financial interest, or prior professional contact with any screened party that would impair the Firm's independence or give rise to an appearance of impropriety.
The engagement is cleared to proceed, subject to: (i) execution of the engagement letter by Priya Subramaniam on behalf of the Audit Committee; and (ii) receipt of the $100,000 advance retainer.
Any expansion of the scope of the engagement, identification of additional parties of interest, or material change in circumstances will require a supplemental conflicts review, which will be documented in a supplemental memorandum prepared and approved in accordance with the Firm's standard procedures.
8. Approval Block
PREPARED BY:
________________________________________
Steven Hollander Lead Associate, White Collar Defense & Investigations Calderwood & Harkness LLP NY Bar #5681234
Date: February 26, 2026
REVIEWED AND APPROVED BY:
________________________________________
Conrad Ashby Responsible Partner, White Collar Defense & Investigations Calderwood & Harkness LLP NY Bar #4417892
Date: February 26, 2026
APPENDIX A — Complete List of Parties Screened
The following table sets forth the complete list of all parties screened in connection with the conflicts-of-interest review for Matter No. 1025-00010. For each party, the table identifies the party type, the party's role in the matter, whether a conflict was identified, and any relevant notes.
— END OF MEMORANDUM —
CONFIDENTIAL — INTERNAL FIRM USE ONLY — PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT Calderwood & Harkness LLP — Matter No. 1025-00010
Firm: | Calderwood & Harkness LLP, 1221 Avenue of the Americas, 38th Floor, New York, NY 10020
Matter Number: | 1025-00010
Date of Memorandum: | February 26, 2026
Prepared By: | Steven Hollander, Lead Associate, White Collar Defense & Investigations (NY Bar #5681234)
Reviewed and Approved By: | Conrad Ashby, Responsible Partner, White Collar Defense & Investigations (NY Bar #4417892)
Distribution: | Internal only — Conrad Ashby (Responsible Partner, NY Bar #4417892); Victoria Chambers (Billing Partner, NY Bar #4523106); Steven Hollander (Lead Associate, NY Bar #5681234); Jasmine Thornton (Working Associate, CT Bar #439772); Office of General Counsel, Calderwood & Harkness LLP
Classification: | Confidential — Internal Firm Use Only; Not to Be Shared Outside the Firm
Timekeeper Level | Rate
Partners | $1,475/hr
Senior Associates / Counsel | $1,050/hr
Associates | $825/hr
Paralegals | $425/hr
Event | Date
Conflicts check initiated (search request submitted to Conflicts Department) | February 25, 2026
Database search completed and preliminary results returned | February 25, 2026
Manual partner/counsel inquiries circulated | February 25, 2026
All partner/counsel inquiries returned | February 26, 2026
Engagement team personal disclosures confirmed | February 26, 2026
Database search results reviewed and analyzed | February 26, 2026
Conflicts clearance memorandum prepared | February 26, 2026
Conflicts clearance granted | February 26, 2026
Matter Number: | 1025-00010
Engagement Opened: | February 27, 2026
No. | Party Name | Party Type | Role in Matter | Conflict (Y/N) | Notes
1 | Quorum Insurance Holdings Corp. | Entity | Client (parent) | N | Delaware corp.; Nasdaq: QIHC
2 | Ashgrove Equity Partners Specialty Underwriting, Inc. | Entity | Subject subsidiary | N | Connecticut corp.; wholly owned by QIH
3 | Garrett T. Lomax | Individual | Subject individual (President, BSU) | N | No prior representation
4 | Neil W. Stadler | Individual | Subject individual (SVP, BSU) | N | No prior representation
5 | Rhonda M. Kessler | Individual | Subject individual (VP, BSU) | N | No prior representation
6 | Veltrano Risk Advisors | Entity | Alleged fictitious broker | N | Legal existence unverified
7 | Halloran & Pratt Insurance Associates | Entity | Alleged fictitious broker | N | Legal existence unverified
8 | CrestPoint Brokerage LLC | Entity | Alleged fictitious broker | N | Legal existence unverified
9 | Kellner & Strauss LLP | Entity | QIH external auditor | N | May interact during investigation
10 | Sentinel Mutual Assurance Group | Entity | QIH D&O insurer | N | Notice may be required under policies
11 | Pemberton Hale & Creighton LLP | Entity | QIH standing outside counsel | N | Will coordinate on disclosure matters
12 | Claridge Forensic Advisory LLC | Entity | Proposed forensic advisor | N | Consulting expert under Firm direction
13 | IntegriLine Compliance Services, Inc. | Entity | Ethics-hotline administrator | N | Administered whistleblower intake
14 | Linden Actuarial Consulting Group | Entity | QIH appointed actuary | N | Maintains IBNR reserve schedules
15 | Continental Ledger Services, Inc. | Entity | QIH transfer agent | N | Minimal expected involvement
16 | Marcus P. Galvin | Individual | CEO, QIH | N | No prior representation
17 | Denise R. Nakamura | Individual | CFO, QIH | N | SOX certifying officer
18 | Owen R. Hargrove | Individual | GC & Secretary, QIH | N | Received hotline escalation
19 | Priya Subramaniam | Individual | Audit Committee Chair | N | Authorized to execute engagement letter
20 | Thomas K. Driscoll | Individual | Audit Committee member | N | Independent director since 2019
21 | Angela F. Delvecchio | Individual | Audit Committee member | N | Former SEC staff
22 | Elaine R. Foxworth | Individual | Partner, PHC | N | QIH's regular outside counsel contact
23 | Daniel J. Petrov | Individual | Managing Director, Claridge | N | Proposed forensic advisor contact
24 | Howard M. Bressler | Individual | Lead Engagement Partner, K&S | N | QIH's audit engagement partner
25 | Patricia L. Munroe | Individual | VP Claims, Sentinel | N | D&O claims contact
26 | Margaret Y. Cho | Individual | Consulting Actuary, Linden | N | FCAS; maintains reserve schedules

CALDERWOOD & HARKNESS LLP

INTERNAL CONFLICTS CLEARANCE MEMORANDUM

PREPARED BY:

REVIEWED AND APPROVED BY:

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