1025-00010 · Client 1025 · Engagement

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CALDERWOOD & HARKNESS LLP Attorneys at Law

1221 Avenue of the Americas, 38th Floor New York, New York 10020

White Collar Defense & Investigations Practice Group

Telephone: (212) 554-7800 Facsimile: (212) 554-7801 www.calderwoodharkness.com

February 27, 2026

VIA HAND DELIVERY AND ENCRYPTED EMAIL

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION

Priya Subramaniam, Chair Audit Committee of the Board of Directors Quorum Insurance Holdings Corp. 400 Atlantic Street, Suite 3200 Stamford, Connecticut 06901

Re: Engagement of Calderwood & Harkness LLP — Independent Internal Investigation of Whistleblower Allegations Concerning Ashgrove Equity Partners Specialty Underwriting, Inc.

Matter No.: 1025-00010

IntegriLine Intake Reference: IL-QIH-2026-0214-0033

Dear Ms. Subramaniam:

1. Introduction and Purpose of Engagement

Thank you for selecting Calderwood & Harkness LLP ("Calderwood & Harkness" or the "Firm") to represent the Audit Committee of the Board of Directors (the "Audit Committee") of Quorum Insurance Holdings Corp. ("QIH" or the "Company") in connection with the above-referenced matter. We are honored by the confidence the Audit Committee has placed in our Firm, and we are committed to conducting a thorough and independent investigation on the Audit Committee's behalf.

This letter (the "Engagement Letter") memorializes the terms and conditions of the engagement between Calderwood & Harkness LLP and the Audit Committee of the Board of Directors of Quorum Insurance Holdings Corp. (Nasdaq: QIHC), a Delaware corporation headquartered in Stamford, Connecticut. This Engagement Letter, together with the Firm's Standard Terms of Engagement attached hereto as Enclosure A and incorporated herein by reference, constitutes the entire agreement between the parties with respect to the subject matter set forth below.

Background. On February 14, 2026, an anonymous whistleblower complaint (the "Complaint") was submitted via the IntegriLine Compliance Services, Inc. ethics-hotline portal, a third-party intake service maintained by QIH for the confidential receipt of compliance-related concerns. The Complaint was assigned intake reference number IL-QIH-2026-0214-0033.

The Complaint alleges that senior personnel at Ashgrove Equity Partners Specialty Underwriting, Inc. ("BSU"), a wholly owned Connecticut subsidiary of QIH located at 55 Elm Street, 8th Floor, Hartford, Connecticut 06103, engaged in financial misconduct over an approximately ten-quarter period from the third quarter of 2023 (Q3 2023) through the fourth quarter of 2025 (Q4 2025). The nature and specifics of the alleged misconduct are described in greater detail in Section 3 below.

The Complaint was escalated to QIH General Counsel Owen R. Hargrove on February 17, 2026, in accordance with QIH's established whistleblower-intake escalation protocol. Mr. Hargrove briefed Audit Committee Chair Priya Subramaniam on February 19, 2026, and provided Ms. Subramaniam with a copy of the Complaint and its attachments.

On February 24, 2026, the Audit Committee held a special telephonic meeting at which all three of its members — Priya Subramaniam (Chair), Thomas K. Driscoll, and Angela F. Delvecchio — were present and participated. At that meeting, the Audit Committee resolved, by unanimous vote, to engage independent outside counsel to scope, and if warranted conduct, an internal investigation into the allegations set forth in the Complaint. The Audit Committee further authorized Ms. Subramaniam, in her capacity as Audit Committee Chair, to execute this Engagement Letter on behalf of the Audit Committee and to serve as the Audit Committee's primary point of contact with the Firm during the course of the engagement.

Following the Audit Committee's resolution, Calderwood & Harkness initiated a comprehensive conflicts check on February 25, 2026. That conflicts check was completed and cleared on February 26, 2026, confirming that no disqualifying conflicts of interest exist that would preclude the Firm from undertaking this engagement. The results of the conflicts review are discussed further in Section 14 below.

2. Identity of the Client

The identity of the client in any legal engagement is a matter of fundamental importance, and it is critical that all parties have a clear understanding of this issue at the outset.

The client for purposes of this engagement is the Audit Committee of the Board of Directors of Quorum Insurance Holdings Corp. The Firm does not represent, and will not represent in connection with this matter, QIH's management, any individual officer or director of QIH or BSU, or any subsidiary of QIH (including, without limitation, BSU).

The Audit Committee, and not QIH management — including, without limitation, Chief Executive Officer Marcus P. Galvin, Chief Financial Officer Denise R. Nakamura, or General Counsel Owen R. Hargrove — will direct the investigation and will control all decisions regarding the scope, conduct, timing, and disclosure of the investigation's findings. The Audit Committee shall have sole authority to determine the manner and extent to which investigation results are shared with QIH management, the full Board of Directors, regulators, law enforcement, or any other third party.

QIH management will be expected to cooperate with and support the investigation as directed by the Audit Committee. Management will be kept informed of the investigation's progress and findings as and to the extent the Audit Committee deems appropriate, but management will not direct, supervise, or exercise decision-making authority over the investigation or the Firm's work.

Calderwood & Harkness does not represent any individual officer, director, or employee of QIH or BSU in connection with this matter. No attorney-client relationship exists, or will be created by virtue of this engagement, between Calderwood & Harkness and any individual, including the three subject individuals identified in Section 3 below (Garrett T. Lomax, Neil W. Stadler, and Rhonda M. Kessler). Individuals who are interviewed during the investigation will be so advised, as described in Section 9.3 below.

3. Scope of Engagement

Calderwood & Harkness is engaged to scope, plan, and — if the scoping phase confirms the need — conduct an independent internal investigation into the allegations raised in the Complaint (the "Investigation"). The engagement encompasses both the preliminary scoping phase described in Section 4 and any subsequent full investigation authorized by the Audit Committee.

Summary of Allegations to Be Investigated. The Complaint raises the following principal allegations, which form the initial scope of the Investigation:

(a) Fictitious Binder Confirmations. The Complaint alleges the fabrication or material inflation of binder confirmations for commercial property insurance policies that were purportedly placed through at least three alleged fictitious or shell retail-broker counterparties. These counterparties are specifically identified in the Complaint as: (i) Veltrano Risk Advisors; (ii) Halloran & Pratt Insurance Associates; and (iii) CrestPoint Brokerage LLC. The Complaint alleges that approximately 147 binder confirmations were generated in connection with these fictitious placements, with an estimated aggregate fictitious placed premium of approximately $74 million over the ten-quarter period.

(b) Phantom Commission Income. The Complaint alleges the recognition of phantom commission income on the fictitious placements described in subparagraph (a) above, estimated at approximately $9.6 million. This estimate is based on an approximately 13% average commission rate applied to the alleged $74 million in fictitious placed premium, and the Complaint asserts that such phantom income was booked to BSU's revenue accounts and reported in QIH's consolidated financial statements.

(c) Improper IBNR Reserve Releases. The Complaint alleges that the subject individuals directed premature releases of approximately $38.5 million in incurred-but-not-reported ("IBNR") loss reserves to inflate quarterly underwriting income reported by BSU. The Complaint states that these improper releases were concentrated in the fourth quarter of 2024 (Q4 2024) and the second quarter of 2025 (Q2 2025), although additional reserve releases in other periods may also have been manipulated.

(d) Aggregate Alleged Financial Misstatement. The aggregate alleged financial misstatement resulting from the conduct described in subparagraphs (b) and (c) above is approximately $48.1 million, comprising $9.6 million in phantom commission income and $38.5 million in improper IBNR reserve releases.

Subject Individuals. The Investigation will focus initially on the conduct of three named subject individuals identified in the Complaint:

(i) Garrett T. Lomax, President, Ashgrove Equity Partners Specialty Underwriting, Inc.;

(ii) Neil W. Stadler, Senior Vice President, Commercial Property Division, Ashgrove Equity Partners Specialty Underwriting, Inc.; and

(iii) Rhonda M. Kessler, Vice President, Finance & Operations, Ashgrove Equity Partners Specialty Underwriting, Inc.

The foregoing list of subject individuals may be expanded or modified as facts develop during the course of the Investigation, subject to Audit Committee approval.

Phase Authorization. The engagement currently encompasses the prospective/scoping phase described in Section 4. Expansion of the engagement to a full investigation will require separate authorization from the Audit Committee, which will be sought following the delivery of the scoping memorandum described in Section 4. The scope of the Investigation may be expanded or narrowed as facts develop, with the prior approval of the Audit Committee.

Matters Outside Scope. This engagement does not include, and Calderwood & Harkness will not be providing, legal advice to QIH management on day-to-day business operations, SEC reporting obligations (which remain the responsibility of QIH's standing outside corporate and securities counsel, Pemberton Hale & Creighton LLP, contact: Elaine R. Foxworth), insurance regulatory compliance matters outside the scope of the Investigation, or any other matters not expressly encompassed by this Engagement Letter.

4. Scoping Phase — Description and Estimated Duration

The initial scoping phase of the engagement (the "Scoping Phase") is expected to last approximately four to six (4–6) weeks from the date of this Engagement Letter, depending on the complexity of the matters encountered and the availability of relevant documents and personnel.

During the Scoping Phase, Calderwood & Harkness will undertake the following activities, among others:

(i) Complaint Analysis. Detailed review and analysis of the Complaint and its two attached sample binder-confirmation PDFs (which reflect an aggregate face value of approximately $12.4 million) to assess the specificity, internal consistency, and apparent credibility of the allegations.

(ii) Custodian Identification. Identification and prioritization of custodians for document preservation and collection purposes. Based on a preliminary assessment of BSU's organizational structure, we anticipate that approximately eight to twelve (8–12) initial custodians will be identified, including the three subject individuals and other BSU personnel in the underwriting, finance, actuarial, and compliance functions.

(iii) Forensic Advisory Coordination. Coordination with the proposed forensic accounting and electronic discovery advisor, Claridge Forensic Advisory LLC (contact: Daniel J. Petrov, Managing Director, 101 Park Avenue, 26th Floor, New York, New York 10178), whose engagement will be formalized separately as described in Section 7 below. Initial coordination will include development of a forensic testing plan and an electronic discovery collection protocol.

(iv) Organizational and Financial Review. Preliminary review of BSU's organizational structure (BSU maintains approximately 120 employees in its Hartford office), governance framework, and relevant financial records, including commission income schedules, reserve development triangles, and underwriting reports for the period under review.

(v) Counterparty Verification. Verification of the existence and licensing status of the three alleged fictitious or shell retail-broker counterparties — Veltrano Risk Advisors, Halloran & Pratt Insurance Associates, and CrestPoint Brokerage LLC — through the Connecticut Insurance Department producer licensing database, the New York Department of Financial Services licensing system, and applicable multi-state surplus-lines license databases, including the National Insurance Producer Registry ("NIPR").

(vi) Internal Controls Assessment. Assessment of QIH's internal controls environment as it relates to BSU's commercial property underwriting and financial reporting processes, including an evaluation of the implications for compliance with the Sarbanes-Oxley Act of 2002 ("SOX") Sections 302 and 404.

(vii) Investigation Plan and Budget. Preparation of a detailed investigation plan and budget for submission to the Audit Committee for review and approval prior to commencement of any full investigation phase.

At the conclusion of the Scoping Phase, Calderwood & Harkness will provide the Audit Committee with a written scoping memorandum (the "Scoping Memorandum") that summarizes the work performed during the Scoping Phase, presents preliminary findings and observations, and sets forth a recommendation regarding the advisability and recommended scope of a full investigation. The Scoping Memorandum will also include a refined budget estimate for the full investigation, if recommended.

5. Staffing

The following attorneys will be primarily responsible for conducting the work contemplated by this engagement:

Conrad Ashby — Responsible Partner, White Collar Defense & Investigations (New York Bar Reg. No. 4417892). Mr. Ashby will have overall responsibility for the engagement and will serve as the primary point of contact for the Audit Committee. Mr. Ashby has more than twenty-five years of experience conducting complex internal investigations, including matters involving insurance fraud, financial statement manipulation, and SEC enforcement proceedings. All substantive strategic decisions and Audit Committee communications will be managed or supervised by Mr. Ashby.

Victoria Chambers — Billing Partner, White Collar Defense & Investigations (New York Bar Reg. No. 4523106). Ms. Chambers will provide supervisory oversight on the engagement and will serve as the primary billing-relationship contact for the Audit Committee. Ms. Chambers will review all invoices prior to issuance and will be available to address any billing-related questions or concerns.

Steven Hollander — Lead Associate, White Collar Defense & Investigations (New York Bar Reg. No. 5681234). Mr. Hollander will manage day-to-day investigation activities, including coordination of document review and production workflows, preparation of witness interview outlines, and drafting of memoranda and reports. Mr. Hollander will report directly to Mr. Ashby on all substantive matters.

Jasmine Thornton — Working Associate, White Collar Defense & Investigations (Connecticut Bar Reg. No. 439772). Ms. Thornton will support document review, legal research, and coordination with Claridge Forensic Advisory LLC and other third-party advisors. Ms. Thornton is based in the Firm's Hartford office and will serve as the Firm's on-site liaison for matters requiring physical presence at BSU's Hartford location.

Additional attorneys, paralegals, and support staff may be assigned to the engagement as it progresses, consistent with the efficient and effective conduct of the Investigation. The Audit Committee will be notified of any material changes to the staffing of the engagement.

Calderwood & Harkness's New York office (1221 Avenue of the Americas, 38th Floor, New York, New York 10020) and Hartford office (One Constitution Plaza, Suite 1400, Hartford, Connecticut 06103) will both serve this engagement, providing the geographic flexibility necessary to support both Audit Committee interactions (primarily in New York and Stamford) and on-the-ground investigation work at BSU's Hartford facility.

6. Fees and Billing Arrangements

6.1 Hourly Rates

Fees for professional services rendered in connection with this engagement will be calculated on an hourly basis at the following current standard rates for the Calderwood & Harkness White Collar Defense & Investigations Practice Group:

These rates are subject to periodic adjustment, generally on an annual basis effective January 1 of each calendar year. The Audit Committee will be notified in writing of any rate changes prior to the effective date of such changes. Any adjusted rates will apply to services rendered on or after the effective date of the adjustment.

No contingency fee, success fee, bonus, or other performance-based compensation arrangement is part of this engagement. All fees are solely time-based, calculated by multiplying the hours expended by each timekeeper by that timekeeper's applicable hourly rate.

6.2 Scoping-Phase Budget Estimate

Based on our preliminary assessment of the work required during the Scoping Phase, the estimated professional fees for Calderwood & Harkness's Scoping Phase work are $175,000 to $225,000, with a midpoint estimate of approximately $196,500. This estimate is based on the following projected time allocations:

This estimate does not include fees and expenses of Claridge Forensic Advisory LLC, which are expected to range from $85,000 to $120,000 for scoping-phase support and will be billed under separate engagement terms as described in Section 7 below.

This estimate is provided in good faith based on currently available information and reflects our best professional judgment regarding the anticipated scope and complexity of the Scoping Phase. Actual fees may vary — in some cases materially — depending on the complexity and volume of the matters encountered, the degree of cooperation received from QIH and BSU personnel, the volume of documents to be reviewed, and other factors that cannot be precisely predicted at this time.

6.3 Full Investigation Budget Estimate (Preliminary)

If the Scoping Phase confirms the need for a full investigation, our preliminary estimates for total professional fees for Calderwood & Harkness's services alone (exclusive of Claridge Forensic Advisory LLC and any other third-party advisor fees) range from $1.2 million to $2.5 million. The breadth of this range reflects the significant uncertainties that exist at this early stage, including the potential number of witnesses to be interviewed, the volume of documents to be reviewed, the complexity of the forensic accounting analysis required, and whether cooperation with regulators or law enforcement becomes advisable.

This preliminary estimate is subject to significant refinement following completion of the Scoping Phase. A detailed budget for the full investigation phase, broken down by workstream and timekeeper, will be presented to the Audit Committee for review and approval before the full investigation commences. Calderwood & Harkness will not proceed with the full investigation phase without the Audit Committee's express written authorization.

6.4 Billing and Payment

Invoices will be rendered on a monthly basis and will include a summary of time entries organized by timekeeper, descriptions of the work performed (to the extent consistent with privilege considerations), expense categories, and matter descriptions. Invoices will reflect the actual time expended during the billing period and will be accompanied by a running total of fees and expenses billed to date.

All invoices are payable within thirty (30) days of the invoice date. Calderwood & Harkness reserves the right to charge interest on overdue balances at the rate of one percent (1.0%) per month, or the maximum rate permitted by applicable law, whichever is less.

Invoices will be directed to the Audit Committee Chair or her designee. Copies of invoices may be provided to QIH's General Counsel or Chief Financial Officer only as expressly authorized by the Audit Committee. In the absence of such authorization, the Firm will not share billing information with QIH management.

Expenses reasonably incurred in connection with the engagement will be billed at cost. Such expenses include, without limitation, travel expenses (airfare, ground transportation, hotel, and meals), court reporter and transcription fees, database and legal research charges (including Westmark Data Systems, PACER, and similar services), copying and printing charges, courier and overnight delivery services, long-distance telephone and videoconference charges, and similar out-of-pocket disbursements.

6.5 Advance Retainer

Calderwood & Harkness requests an advance retainer in the amount of One Hundred Thousand Dollars ($100,000) (the "Retainer"), to be received by the Firm prior to the commencement of substantive Scoping Phase work. Wire transfer instructions for remittance of the Retainer are set forth in Enclosure B attached hereto.

The Retainer will be deposited into and held in the Firm's client trust account (IOLA account) in accordance with the applicable rules of professional conduct governing attorney trust accounts in the State of New York. The Retainer will be applied against the final invoice or invoices rendered for the Scoping Phase. To the extent the Retainer exceeds the outstanding balance on the final Scoping Phase invoice(s), the excess will be refunded to QIH promptly upon conclusion of the Scoping Phase or applied to subsequent invoices for the full investigation phase, as directed by the Audit Committee.

The Retainer is not intended to serve as a cap or ceiling on fees for the Scoping Phase. Professional fees and expenses incurred in excess of the Retainer amount will be billed in the ordinary course as described in Section 6.4 above, and the Audit Committee and QIH shall remain responsible for payment of all fees and expenses properly incurred under this engagement.

7. Forensic Accounting and E-discovery Support

Given the nature of the allegations — which involve fabricated insurance placements, phantom commission income, and potential reserve manipulation — the Investigation will require significant forensic accounting analysis and electronic discovery support. Calderwood & Harkness proposes to retain Claridge Forensic Advisory LLC ("Claridge") to provide these services under the Firm's direction.

Claridge is a nationally recognized forensic accounting and consulting firm with deep expertise in insurance industry financial investigations. Claridge's engagement will be structured so that its work product — including forensic accounting analyses, data analytics reports, electronic discovery processing and hosting, and related deliverables — is generated at the direction of counsel and is protected by the attorney work-product doctrine. Claridge personnel will operate under Calderwood & Harkness's supervision and at the Firm's direction for purposes of this engagement.

The Claridge engagement will be documented in a separate engagement letter or statement of work, which will be submitted to the Audit Committee for review and approval before Claridge commences substantive work. Claridge's fees for the Scoping Phase are estimated at $85,000 to $120,000, based on preliminary discussions with Claridge regarding the anticipated scope of work. These fees are separate from, and in addition to, the Calderwood & Harkness fee estimates set forth in Section 6.

Daniel J. Petrov, Managing Director, will serve as Claridge's primary contact for this engagement. Mr. Petrov can be reached at Claridge Forensic Advisory LLC, 101 Park Avenue, 26th Floor, New York, New York 10178.

8. Document Preservation and Litigation Hold

Prompt and comprehensive document preservation is a critical first step in any internal investigation. Calderwood & Harkness will promptly prepare a document-preservation and litigation-hold notice (the "Preservation Notice") for issuance by QIH's General Counsel, Owen R. Hargrove, to relevant custodians at QIH and BSU. The Preservation Notice will be prepared in consultation with Mr. Hargrove and submitted to the Audit Committee for approval prior to distribution.

The Preservation Notice will require the identification, preservation, and retention of all documents and electronically stored information ("ESI") relating to commercial property insurance policy placements brokered or underwritten by BSU from January 1, 2023 to the present, including but not limited to:

• Binder confirmations, policy declarations, and related underwriting documentation;

• Commission income records, commission schedules, and commission payment documentation;

• IBNR reserve schedules, reserve development triangles, actuarial analyses, and reserve release authorization memoranda;

• All communications (including emails, text messages, instant messages, voicemails, and other electronic communications) with or concerning Veltrano Risk Advisors, Halloran & Pratt Insurance Associates, and CrestPoint Brokerage LLC;

• Financial statements, general ledger entries, and journal entries relating to BSU's commercial property line of business;

• Board and committee minutes, presentations, and reports relating to BSU's financial performance; and

• Any other documents or ESI that may be relevant to the allegations set forth in the Complaint.

The hold will extend to the three named subject individuals (Lomax, Stadler, and Kessler), as well as to other custodians to be identified during the Scoping Phase. Calderwood & Harkness anticipates that the initial custodian list will encompass approximately eight to twelve individuals, with the possibility of expansion as the Investigation progresses.

All routine document-destruction, auto-deletion, and records-retention policies applicable to in-scope materials must be suspended immediately and remain suspended for the duration of the Investigation. This includes, without limitation, any automated email-deletion protocols, any scheduled destruction of backup tapes or archival media, and any routine purging of electronic files or databases.

The Audit Committee's cooperation in ensuring full and complete compliance with the Preservation Notice across all relevant QIH and BSU departments is essential. Failure to preserve relevant documents could result in adverse inferences, regulatory sanctions, and other significant consequences. We respectfully urge the Audit Committee to authorize issuance of the Preservation Notice at the earliest practicable date.

9. Attorney-Client Privilege and Work-Product Protection

9.1 Privilege Holder

The attorney-client privilege with respect to all communications, documents, memoranda, analyses, and other materials arising from or created in connection with this engagement belongs to and is controlled exclusively by the Audit Committee of QIH's Board of Directors. The privilege extends to all communications between Calderwood & Harkness and the Audit Committee, as well as to the work product generated by the Firm and its agents (including Claridge Forensic Advisory LLC) in connection with the Investigation.

Only the Audit Committee may waive the attorney-client privilege or the work-product protection applicable to materials generated in this engagement. Neither QIH management (including Mr. Galvin, Ms. Nakamura, and Mr. Hargrove) nor any individual officer, director, or employee of QIH or BSU may unilaterally waive, compromise, or authorize the disclosure of privileged communications or work product generated in connection with this engagement. Any decision regarding privilege waiver — whether in connection with voluntary disclosure to regulators, cooperation with law enforcement, or otherwise — shall be made solely by the Audit Committee after consultation with Calderwood & Harkness.

9.2 Communications with QIH Management

Calderwood & Harkness will communicate investigation-related information to QIH management (including Mr. Galvin, Ms. Nakamura, and Mr. Hargrove) only as specifically directed and authorized by the Audit Committee. The Firm will not independently brief, consult with, or provide investigation-related reports or updates to QIH management without the Audit Committee's prior approval.

All such authorized communications with QIH management remain subject to the attorney-client privilege and should be treated by all recipients as strictly confidential. Management personnel who receive information about the Investigation will be reminded of their obligation to maintain the confidentiality of such information and not to disclose it to persons who are not authorized to receive it.

9.3 Upjohn / Corporate Miranda Warnings

In all witness interviews conducted during the Investigation, Calderwood & Harkness will administer an Upjohn warning (sometimes referred to as a "corporate Miranda" warning), consistent with the guidance set forth in Upjohn Co. v. United States, 449 U.S. 383 (1981), and applicable bar rules. Each witness will be advised, at the outset of his or her interview, of the following:

(a) Calderwood & Harkness represents the Audit Committee of the Board of Directors and the Company, not the individual witness;

(b) The interview is protected by the Company's and the Audit Committee's attorney-client privilege, which belongs to the Company and the Audit Committee, and not to the individual witness;

(c) The Audit Committee may, in its sole discretion, choose to waive the privilege and disclose the substance of the interview to third parties, including government regulators, law enforcement authorities, and others; and

(d) The individual witness is free to retain personal counsel at his or her own expense and may consult with personal counsel before or during the interview.

These warnings will be administered verbally at the commencement of each interview and will be documented in the Firm's interview memoranda. Where appropriate, Calderwood & Harkness may also provide a written acknowledgment form for the witness to sign, confirming receipt and understanding of the Upjohn warnings.

9.4 Coordination with Other Advisors

The Investigation will require coordination with several other professional advisors to QIH. Calderwood & Harkness will manage these interactions carefully to preserve the attorney-client privilege and work-product protection to the maximum extent permitted by law.

External Auditor. Communications with QIH's external auditor, Kellner & Strauss LLP (lead engagement partner: Howard M. Bressler), will be handled in accordance with a privilege protocol to be developed and agreed upon with the Audit Committee. The Firm recognizes that disclosure of certain investigation-related information to the external auditor may be necessary in connection with the audit of QIH's financial statements and the auditor's obligations under Public Company Accounting Oversight Board ("PCAOB") standards, including AU Section 316 (Consideration of Fraud in a Financial Statement Audit). However, the extent to which such disclosure may constitute a waiver of the attorney-client privilege is a fact-specific determination that will be carefully evaluated in each instance. Calderwood & Harkness will advise the Audit Committee on these issues and will recommend an appropriate protocol for auditor communications.

Securities Counsel. Communications with QIH's standing outside corporate and securities counsel, Pemberton Hale & Creighton LLP (Elaine R. Foxworth), regarding SEC disclosure matters — including potential Form 8-K filings, potential restatement considerations, and related issues — will be conducted under the common-interest doctrine or, where applicable, a joint-defense or common-interest agreement. Calderwood & Harkness will work with Pemberton Hale & Creighton to establish an appropriate framework for information sharing that preserves privilege while facilitating the coordination necessary to address disclosure obligations.

D&O Insurer. Communications with QIH's directors' and officers' liability insurer, Sentinel Mutual Assurance Group (claims contact: Patricia L. Munroe), will be coordinated through the Audit Committee to preserve the attorney-client privilege and work-product protection to the maximum extent permitted by applicable law. Calderwood & Harkness will advise the Audit Committee on the scope and content of information to be shared with the insurer, recognizing that notice and cooperation obligations under the D&O policy must be balanced against privilege considerations.

9.5 Document Labeling

To facilitate the identification and protection of privileged materials, all documents and communications created in connection with this engagement — including memoranda, reports, correspondence, emails, interview notes, and draft and final work product — will be prominently labeled with the following legend:

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT — PREPARED AT THE DIRECTION OF COUNSEL FOR THE AUDIT COMMITTEE

All persons who handle or have access to such materials should be instructed to maintain the confidentiality of these documents and to refrain from disclosing or distributing them to any person who is not authorized to receive them.

10. Relationship with Other Counsel and Advisors

QIH's standing outside corporate and securities counsel is Pemberton Hale & Creighton LLP (Elaine R. Foxworth, 599 Lexington Avenue, Suite 2600, New York, New York 10022). Pemberton Hale & Creighton has served as QIH's primary outside legal advisor on SEC reporting, corporate governance, and general corporate matters. Pemberton Hale & Creighton is not handling the Investigation in order to preserve the independence of the investigative process and to avoid potential conflicts that could arise from that firm's existing advisory relationship with QIH management.

Calderwood & Harkness will coordinate with Pemberton Hale & Creighton on any disclosure-related matters that arise during or as a result of the Investigation, including potential Form 8-K filings, potential restatement considerations, and related SEC reporting issues. Such coordination will be conducted as appropriate and as directed by the Audit Committee, and will be structured to preserve attorney-client privilege as described in Section 9.4 above.

Calderwood & Harkness's engagement is independent of QIH management and of Pemberton Hale & Creighton's ongoing representation of QIH. Calderwood & Harkness reports solely and exclusively to the Audit Committee, and takes direction solely from the Audit Committee. Neither QIH management nor Pemberton Hale & Creighton has authority to direct, supervise, or control the Firm's work in connection with this engagement.

11. Regulatory and Disclosure Considerations

The Audit Committee should be aware that, depending on the findings of the Investigation, various regulatory and disclosure obligations may arise. While decisions regarding disclosure and cooperation with regulators will be made by the Audit Committee after consultation with Calderwood & Harkness, we believe it is important to identify, at the outset, the principal areas of potential regulatory exposure:

• SEC Disclosure Obligations. If the Investigation substantiates the allegations, QIH may be required to make prompt disclosure to the Securities and Exchange Commission, including the filing of a Form 8-K under Item 4.02 (Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review) or other applicable items. In addition, the Investigation may require a restatement of QIH's consolidated financial statements for one or more of fiscal years 2023, 2024, and 2025, depending on the materiality and scope of the identified misstatements.

• Connecticut Insurance Department. QIH's insurance subsidiaries, including BSU, are domiciled in and regulated by the Connecticut Insurance Department. Depending on the nature and extent of the misconduct identified, notification to the Connecticut Insurance Department may be required or advisable, particularly with respect to any findings relating to fictitious insurance placements, reserve adequacy, or the integrity of BSU's financial reporting.

• DOJ and SEC Enforcement Referral. If the Investigation substantiates allegations of fraud, the Audit Committee will need to consider whether a voluntary referral to the United States Department of Justice ("DOJ") or the SEC Division of Enforcement is appropriate or advisable. Calderwood & Harkness will advise the Audit Committee on the benefits and risks of voluntary self-disclosure, including potential cooperation credit under applicable DOJ and SEC policies.

• SOX Certification Implications. The allegations, if substantiated, would have significant implications for the certifications provided by CEO Marcus P. Galvin and CFO Denise R. Nakamura under SOX Sections 302 and 906 for fiscal year 2025, and potentially for prior fiscal years. QIH filed its FY 2025 Form 10-K on February 21, 2026, accompanied by the required CEO and CFO certifications. At the time of filing, no materiality determination had been made with respect to the whistleblower complaint, which was received only one week prior. The Investigation will assess whether the certifications were appropriate when made and whether corrective disclosure is required.

Calderwood & Harkness will advise the Audit Committee on these matters as the Investigation progresses and as additional facts come to light. All decisions regarding voluntary disclosure, cooperation with regulators or law enforcement, and the timing and manner of any public announcements will be made by the Audit Committee in consultation with Calderwood & Harkness and, as appropriate, Pemberton Hale & Creighton LLP.

The Audit Committee should note that QIH filed its FY 2025 Form 10-K on February 21, 2026, without disclosure of the whistleblower complaint, as no materiality determination had been made at that time and the Complaint had been received only seven days prior. The appropriateness of that filing and the potential need for supplemental or corrective disclosure will be among the issues considered during the Investigation.

12. D&O Insurance Notice

Timely notice to QIH's directors' and officers' liability insurer is an important step in preserving the Company's and its directors' and officers' rights under the applicable D&O insurance policies. Calderwood & Harkness will prepare a draft notice letter addressed to Sentinel Mutual Assurance Group (Patricia L. Munroe, Vice President — Executive Liability Claims, 200 Clarendon Street, Suite 4400, Boston, Massachusetts 02116) for the Audit Committee's review and approval.

Notice will be provided under the following policies:

• Primary Policy: Policy No. SMA-EL-2025-07741, with a per-claim limit of liability of $15,000,000 and a self-insured retention of $1,000,000.

• Excess Policy: Policy No. SMA-XS-2025-07742, providing $25,000,000 in coverage excess of the $15,000,000 primary policy limit.

Many D&O policies contain notice provisions that require the insured to provide notice of a claim or potential claim "as soon as practicable" or within a specified period after the insured becomes aware of circumstances that could give rise to a claim. Failure to provide timely notice can, under certain policy terms and applicable law, jeopardize coverage. Accordingly, the Audit Committee should authorize dispatch of the notice letter promptly following its review and approval of the draft prepared by Calderwood & Harkness.

The draft notice letter will describe the whistleblower complaint and the Investigation in general terms sufficient to satisfy the insurer's informational needs while preserving attorney-client privilege and work-product protection to the maximum extent practicable. Calderwood & Harkness will coordinate with the Audit Committee regarding the appropriate level of detail to include in the notice.

13. Whistleblower Protections

The Audit Committee and QIH must ensure strict compliance with the whistleblower protection provisions of the Sarbanes-Oxley Act of 2002, Section 806 (18 U.S.C. § 1514A), and the Dodd-Frank Wall Street Reform and Consumer Protection Act, Section 922 (15 U.S.C. § 78u-6), as well as any other applicable federal or state whistleblower protection statutes or regulations.

No retaliatory action of any kind may be taken against the anonymous complainant (whose identity is presently unknown to the Firm, the Audit Committee, and QIH management) or against any other individual who provides information to or cooperates with the Investigation. Retaliatory action includes, but is not limited to, termination, suspension, demotion, harassment, denial of promotion, reduction in compensation, reassignment to less favorable duties, threats, and any other adverse employment action taken in whole or in part because of the individual's participation in protected whistleblower activity.

Calderwood & Harkness will advise the Audit Committee and QIH management, as appropriate, on compliance with these whistleblower protection obligations as necessary throughout the course of the engagement. The Audit Committee should ensure that QIH management and human resources personnel are aware of and comply with these protections, and that any employment actions involving individuals connected with the Investigation are carefully reviewed before implementation.

14. Conflicts of Interest

Calderwood & Harkness conducted a comprehensive conflicts review in connection with this engagement. The conflicts check was initiated on February 25, 2026, and was completed and cleared on February 26, 2026.

The Firm screened all relevant parties, entities, and individuals identified in connection with this matter, including: Quorum Insurance Holdings Corp. and its subsidiaries; Ashgrove Equity Partners Specialty Underwriting, Inc.; the three subject individuals (Garrett T. Lomax, Neil W. Stadler, and Rhonda M. Kessler); the three alleged fictitious broker counterparties (Veltrano Risk Advisors, Halloran & Pratt Insurance Associates, and CrestPoint Brokerage LLC); QIH's external auditor, Kellner & Strauss LLP; QIH's D&O insurer, Sentinel Mutual Assurance Group; QIH's standing outside counsel, Pemberton Hale & Creighton LLP; the proposed forensic advisor, Claridge Forensic Advisory LLC; QIH's senior management (including Mr. Galvin, Ms. Nakamura, and Mr. Hargrove); members of the Audit Committee; and other relevant entities and individuals identified during the intake process.

No disqualifying conflicts of interest were identified. The Firm does not currently represent any subject individual, any adverse party, or any other entity or individual whose interests are materially adverse to the interests of the Audit Committee in connection with this matter. Calderwood & Harkness has no prior or existing relationship with any of the three alleged fictitious broker counterparties.

If a conflict of interest arises during the course of the engagement — for example, if the Investigation reveals the involvement of an individual or entity that the Firm currently represents in an unrelated matter — the Firm will promptly notify the Audit Committee and will take all appropriate steps to address the conflict, which may include obtaining informed consent, implementing an ethical screen, or, if the conflict cannot be resolved, withdrawing from the engagement or the conflicting representation.

15. Termination of Engagement

Either the Audit Committee or Calderwood & Harkness may terminate this engagement at any time upon written notice to the other party, subject to the Firm's obligations under the applicable rules of professional conduct, including the obligation to take reasonable steps to avoid foreseeable prejudice to the client's interests and to comply with any applicable court rules or orders.

Upon termination of the engagement, Calderwood & Harkness will cooperate in the orderly transition of the matter to successor counsel, including the prompt transfer of all client files, work product, and relevant materials. The Firm will render a final invoice for all professional fees and expenses incurred through the date of termination.

The advance retainer described in Section 6.5 will be applied against any outstanding balance reflected on the final invoice. Any excess retainer funds will be refunded to QIH promptly following application of the retainer to the final invoice. Conversely, any fees and expenses incurred in excess of the retainer amount will remain the obligation of QIH and will be payable in accordance with the terms set forth in Section 6.4.

16. Limitation of Scope and No Guarantee of Outcome

This engagement is limited to the scope described herein and in any subsequent amendments or modifications agreed to in writing by the Audit Committee and Calderwood & Harkness. The Firm's services do not extend to any matter or issue not expressly encompassed by this Engagement Letter and any authorized scope amendments.

Calderwood & Harkness's advice is based on the facts known to us and the law as it exists at the time the advice is rendered. The law and its interpretation may change, and facts unknown to us may exist or subsequently emerge. No guarantee of any particular outcome is made or implied, and nothing in this Engagement Letter should be construed as a representation or warranty that the Investigation will reach any particular conclusion or achieve any specific result.

The Investigation may not uncover all relevant facts. The factual findings and conclusions reached by the investigation team will be based on the information that is available and accessible to the team through reasonable efforts, including document review, data analysis, and witness interviews. The Firm cannot guarantee the completeness of the information obtained, particularly in circumstances where relevant documents may have been destroyed, witnesses may be uncooperative or unavailable, or information may be held by third parties outside the Company's control.

17. Governing Law and Dispute Resolution

This Engagement Letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict-of-laws principles.

Any dispute, controversy, or claim arising out of or relating to this Engagement Letter or the engagement described herein, including any dispute regarding the amount or reasonableness of fees charged, shall be resolved through binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall take place in New York, New York, before a single arbitrator mutually agreed upon by the parties or, in the absence of agreement, appointed in accordance with the applicable arbitration rules. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, the parties may agree in writing to resolve any such dispute through an alternative mechanism, including mediation or direct negotiation.

18. Acceptance and Execution

If the terms and conditions set forth in this Engagement Letter are acceptable to the Audit Committee, please indicate the Audit Committee's acceptance by signing and dating this letter in the space provided below and returning one fully executed original to the undersigned. A copy should be retained for the Audit Committee's records.

We look forward to working with the Audit Committee on this important matter and are available to discuss any questions or concerns at your convenience. Mr. Ashby can be reached directly at (212) 554-7812 or cashby@calderwoodharkness.com.

18.1 Calderwood & Harkness LLP

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Conrad Ashby

Title: Partner, White Collar Defense & Investigations

New York Bar Reg. No. 4417892

Date: ________

Calderwood & Harkness LLP 1221 Avenue of the Americas, 38th Floor New York, New York 10020 Telephone: (212) 554-7812

Email: cashby@calderwoodharkness.com

18.2 Acknowledgment and Acceptance by the Audit Committee

By signing below, the undersigned, acting in her capacity as Chair of the Audit Committee of the Board of Directors of Quorum Insurance Holdings Corp., and pursuant to the authorization granted by the Audit Committee at its special telephonic meeting on February 24, 2026, hereby acknowledges receipt of this Engagement Letter, confirms that she has read and understands its terms and conditions, and agrees on behalf of the Audit Committee to the terms and conditions set forth herein.

ACKNOWLEDGED AND AGREED:

AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF QUORUM INSURANCE HOLDINGS CORP.

By: ________

Name: Priya Subramaniam

Title: Chair, Audit Committee of the Board of Directors

Date: ________

Enclosures

Enclosure A: Calderwood & Harkness LLP Standard Terms of Engagement (incorporated herein by reference)

Enclosure B: Wire Transfer Instructions for Advance Retainer ($100,000)

Distribution

cc: Victoria Chambers, Billing Partner, Calderwood & Harkness LLP cc: Steven Hollander, Lead Associate, Calderwood & Harkness LLP cc: Jasmine Thornton, Working Associate, Calderwood & Harkness LLP cc: Thomas K. Driscoll, Audit Committee Member (via separate cover) cc: Angela F. Delvecchio, Audit Committee Member (via separate cover)

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION This document and the information contained herein are privileged and confidential, intended solely for the use of the addressee and the members of the Audit Committee of the Board of Directors of Quorum Insurance Holdings Corp. Any unauthorized review, use, disclosure, or distribution is prohibited. If you have received this document in error, please notify the sender immediately and destroy all copies.

Timekeeper Level	Hourly Rate
Partners	$1,475 per hour
Senior Associates / Counsel	$1,050 per hour
Associates	$825 per hour
Paralegals	$425 per hour
Timekeeper	Role	Est. Hours	Rate	Est. Fees
Conrad Ashby	Partner	40	$1,475/hr	$59,000
Steven Hollander	Lead Associate	60	$1,050/hr	$63,000
Jasmine Thornton	Working Associate	80	$825/hr	$66,000
Paralegal Support	Paralegal	20	$425/hr	$8,500
Total	200	$196,500

CALDERWOOD & HARKNESS LLP Attorneys at Law
1221 Avenue of the Americas, 38th Floor New York, New York 10020
White Collar Defense & Investigations Practice Group
Telephone: (212) 554-7800 Facsimile: (212) 554-7801 www.calderwoodharkness.com
February 27, 2026
VIA HAND DELIVERY AND ENCRYPTED EMAIL
PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION
Priya Subramaniam, Chair Audit Committee of the Board of Directors Quorum Insurance Holdings Corp. 400 Atlantic Street, Suite 3200 Stamford, Connecticut 06901
Re: Engagement of Calderwood & Harkness LLP — Independent Internal Investigation of Whistleblower Allegations Concerning Ashgrove Equity Partners Specialty Underwriting, Inc.
Matter No.: 1025-00010
IntegriLine Intake Reference: IL-QIH-2026-0214-0033
Dear Ms. Subramaniam:
1. Introduction and Purpose of Engagement
Thank you for selecting Calderwood & Harkness LLP ("Calderwood & Harkness" or the "Firm") to represent the Audit Committee of the Board of Directors (the "Audit Committee") of Quorum Insurance Holdings Corp. ("QIH" or the "Company") in connection with the above-referenced matter. We are honored by the confidence the Audit Committee has placed in our Firm, and we are committed to conducting a thorough and independent investigation on the Audit Committee's behalf.
This letter (the "Engagement Letter") memorializes the terms and conditions of the engagement between Calderwood & Harkness LLP and the Audit Committee of the Board of Directors of Quorum Insurance Holdings Corp. (Nasdaq: QIHC), a Delaware corporation headquartered in Stamford, Connecticut. This Engagement Letter, together with the Firm's Standard Terms of Engagement attached hereto as Enclosure A and incorporated herein by reference, constitutes the entire agreement between the parties with respect to the subject matter set forth below.
Background. On February 14, 2026, an anonymous whistleblower complaint (the "Complaint") was submitted via the IntegriLine Compliance Services, Inc. ethics-hotline portal, a third-party intake service maintained by QIH for the confidential receipt of compliance-related concerns. The Complaint was assigned intake reference number IL-QIH-2026-0214-0033.
The Complaint alleges that senior personnel at Ashgrove Equity Partners Specialty Underwriting, Inc. ("BSU"), a wholly owned Connecticut subsidiary of QIH located at 55 Elm Street, 8th Floor, Hartford, Connecticut 06103, engaged in financial misconduct over an approximately ten-quarter period from the third quarter of 2023 (Q3 2023) through the fourth quarter of 2025 (Q4 2025). The nature and specifics of the alleged misconduct are described in greater detail in Section 3 below.
The Complaint was escalated to QIH General Counsel Owen R. Hargrove on February 17, 2026, in accordance with QIH's established whistleblower-intake escalation protocol. Mr. Hargrove briefed Audit Committee Chair Priya Subramaniam on February 19, 2026, and provided Ms. Subramaniam with a copy of the Complaint and its attachments.
On February 24, 2026, the Audit Committee held a special telephonic meeting at which all three of its members — Priya Subramaniam (Chair), Thomas K. Driscoll, and Angela F. Delvecchio — were present and participated. At that meeting, the Audit Committee resolved, by unanimous vote, to engage independent outside counsel to scope, and if warranted conduct, an internal investigation into the allegations set forth in the Complaint. The Audit Committee further authorized Ms. Subramaniam, in her capacity as Audit Committee Chair, to execute this Engagement Letter on behalf of the Audit Committee and to serve as the Audit Committee's primary point of contact with the Firm during the course of the engagement.
Following the Audit Committee's resolution, Calderwood & Harkness initiated a comprehensive conflicts check on February 25, 2026. That conflicts check was completed and cleared on February 26, 2026, confirming that no disqualifying conflicts of interest exist that would preclude the Firm from undertaking this engagement. The results of the conflicts review are discussed further in Section 14 below.
2. Identity of the Client
The identity of the client in any legal engagement is a matter of fundamental importance, and it is critical that all parties have a clear understanding of this issue at the outset.
The client for purposes of this engagement is the Audit Committee of the Board of Directors of Quorum Insurance Holdings Corp. The Firm does not represent, and will not represent in connection with this matter, QIH's management, any individual officer or director of QIH or BSU, or any subsidiary of QIH (including, without limitation, BSU).
The Audit Committee, and not QIH management — including, without limitation, Chief Executive Officer Marcus P. Galvin, Chief Financial Officer Denise R. Nakamura, or General Counsel Owen R. Hargrove — will direct the investigation and will control all decisions regarding the scope, conduct, timing, and disclosure of the investigation's findings. The Audit Committee shall have sole authority to determine the manner and extent to which investigation results are shared with QIH management, the full Board of Directors, regulators, law enforcement, or any other third party.
QIH management will be expected to cooperate with and support the investigation as directed by the Audit Committee. Management will be kept informed of the investigation's progress and findings as and to the extent the Audit Committee deems appropriate, but management will not direct, supervise, or exercise decision-making authority over the investigation or the Firm's work.
Calderwood & Harkness does not represent any individual officer, director, or employee of QIH or BSU in connection with this matter. No attorney-client relationship exists, or will be created by virtue of this engagement, between Calderwood & Harkness and any individual, including the three subject individuals identified in Section 3 below (Garrett T. Lomax, Neil W. Stadler, and Rhonda M. Kessler). Individuals who are interviewed during the investigation will be so advised, as described in Section 9.3 below.
3. Scope of Engagement
Calderwood & Harkness is engaged to scope, plan, and — if the scoping phase confirms the need — conduct an independent internal investigation into the allegations raised in the Complaint (the "Investigation"). The engagement encompasses both the preliminary scoping phase described in Section 4 and any subsequent full investigation authorized by the Audit Committee.
Summary of Allegations to Be Investigated. The Complaint raises the following principal allegations, which form the initial scope of the Investigation:
(a) Fictitious Binder Confirmations. The Complaint alleges the fabrication or material inflation of binder confirmations for commercial property insurance policies that were purportedly placed through at least three alleged fictitious or shell retail-broker counterparties. These counterparties are specifically identified in the Complaint as: (i) Veltrano Risk Advisors; (ii) Halloran & Pratt Insurance Associates; and (iii) CrestPoint Brokerage LLC. The Complaint alleges that approximately 147 binder confirmations were generated in connection with these fictitious placements, with an estimated aggregate fictitious placed premium of approximately $74 million over the ten-quarter period.
(b) Phantom Commission Income. The Complaint alleges the recognition of phantom commission income on the fictitious placements described in subparagraph (a) above, estimated at approximately $9.6 million. This estimate is based on an approximately 13% average commission rate applied to the alleged $74 million in fictitious placed premium, and the Complaint asserts that such phantom income was booked to BSU's revenue accounts and reported in QIH's consolidated financial statements.
(c) Improper IBNR Reserve Releases. The Complaint alleges that the subject individuals directed premature releases of approximately $38.5 million in incurred-but-not-reported ("IBNR") loss reserves to inflate quarterly underwriting income reported by BSU. The Complaint states that these improper releases were concentrated in the fourth quarter of 2024 (Q4 2024) and the second quarter of 2025 (Q2 2025), although additional reserve releases in other periods may also have been manipulated.
(d) Aggregate Alleged Financial Misstatement. The aggregate alleged financial misstatement resulting from the conduct described in subparagraphs (b) and (c) above is approximately $48.1 million, comprising $9.6 million in phantom commission income and $38.5 million in improper IBNR reserve releases.
Subject Individuals. The Investigation will focus initially on the conduct of three named subject individuals identified in the Complaint:
(i) Garrett T. Lomax, President, Ashgrove Equity Partners Specialty Underwriting, Inc.;
(ii) Neil W. Stadler, Senior Vice President, Commercial Property Division, Ashgrove Equity Partners Specialty Underwriting, Inc.; and
(iii) Rhonda M. Kessler, Vice President, Finance & Operations, Ashgrove Equity Partners Specialty Underwriting, Inc.
The foregoing list of subject individuals may be expanded or modified as facts develop during the course of the Investigation, subject to Audit Committee approval.
Phase Authorization. The engagement currently encompasses the prospective/scoping phase described in Section 4. Expansion of the engagement to a full investigation will require separate authorization from the Audit Committee, which will be sought following the delivery of the scoping memorandum described in Section 4. The scope of the Investigation may be expanded or narrowed as facts develop, with the prior approval of the Audit Committee.
Matters Outside Scope. This engagement does not include, and Calderwood & Harkness will not be providing, legal advice to QIH management on day-to-day business operations, SEC reporting obligations (which remain the responsibility of QIH's standing outside corporate and securities counsel, Pemberton Hale & Creighton LLP, contact: Elaine R. Foxworth), insurance regulatory compliance matters outside the scope of the Investigation, or any other matters not expressly encompassed by this Engagement Letter.
4. Scoping Phase — Description and Estimated Duration
The initial scoping phase of the engagement (the "Scoping Phase") is expected to last approximately four to six (4–6) weeks from the date of this Engagement Letter, depending on the complexity of the matters encountered and the availability of relevant documents and personnel.
During the Scoping Phase, Calderwood & Harkness will undertake the following activities, among others:
(i) Complaint Analysis. Detailed review and analysis of the Complaint and its two attached sample binder-confirmation PDFs (which reflect an aggregate face value of approximately $12.4 million) to assess the specificity, internal consistency, and apparent credibility of the allegations.
(ii) Custodian Identification. Identification and prioritization of custodians for document preservation and collection purposes. Based on a preliminary assessment of BSU's organizational structure, we anticipate that approximately eight to twelve (8–12) initial custodians will be identified, including the three subject individuals and other BSU personnel in the underwriting, finance, actuarial, and compliance functions.
(iii) Forensic Advisory Coordination. Coordination with the proposed forensic accounting and electronic discovery advisor, Claridge Forensic Advisory LLC (contact: Daniel J. Petrov, Managing Director, 101 Park Avenue, 26th Floor, New York, New York 10178), whose engagement will be formalized separately as described in Section 7 below. Initial coordination will include development of a forensic testing plan and an electronic discovery collection protocol.
(iv) Organizational and Financial Review. Preliminary review of BSU's organizational structure (BSU maintains approximately 120 employees in its Hartford office), governance framework, and relevant financial records, including commission income schedules, reserve development triangles, and underwriting reports for the period under review.
(v) Counterparty Verification. Verification of the existence and licensing status of the three alleged fictitious or shell retail-broker counterparties — Veltrano Risk Advisors, Halloran & Pratt Insurance Associates, and CrestPoint Brokerage LLC — through the Connecticut Insurance Department producer licensing database, the New York Department of Financial Services licensing system, and applicable multi-state surplus-lines license databases, including the National Insurance Producer Registry ("NIPR").
(vi) Internal Controls Assessment. Assessment of QIH's internal controls environment as it relates to BSU's commercial property underwriting and financial reporting processes, including an evaluation of the implications for compliance with the Sarbanes-Oxley Act of 2002 ("SOX") Sections 302 and 404.
(vii) Investigation Plan and Budget. Preparation of a detailed investigation plan and budget for submission to the Audit Committee for review and approval prior to commencement of any full investigation phase.
At the conclusion of the Scoping Phase, Calderwood & Harkness will provide the Audit Committee with a written scoping memorandum (the "Scoping Memorandum") that summarizes the work performed during the Scoping Phase, presents preliminary findings and observations, and sets forth a recommendation regarding the advisability and recommended scope of a full investigation. The Scoping Memorandum will also include a refined budget estimate for the full investigation, if recommended.
5. Staffing
The following attorneys will be primarily responsible for conducting the work contemplated by this engagement:
Conrad Ashby — Responsible Partner, White Collar Defense & Investigations (New York Bar Reg. No. 4417892). Mr. Ashby will have overall responsibility for the engagement and will serve as the primary point of contact for the Audit Committee. Mr. Ashby has more than twenty-five years of experience conducting complex internal investigations, including matters involving insurance fraud, financial statement manipulation, and SEC enforcement proceedings. All substantive strategic decisions and Audit Committee communications will be managed or supervised by Mr. Ashby.
Victoria Chambers — Billing Partner, White Collar Defense & Investigations (New York Bar Reg. No. 4523106). Ms. Chambers will provide supervisory oversight on the engagement and will serve as the primary billing-relationship contact for the Audit Committee. Ms. Chambers will review all invoices prior to issuance and will be available to address any billing-related questions or concerns.
Steven Hollander — Lead Associate, White Collar Defense & Investigations (New York Bar Reg. No. 5681234). Mr. Hollander will manage day-to-day investigation activities, including coordination of document review and production workflows, preparation of witness interview outlines, and drafting of memoranda and reports. Mr. Hollander will report directly to Mr. Ashby on all substantive matters.
Jasmine Thornton — Working Associate, White Collar Defense & Investigations (Connecticut Bar Reg. No. 439772). Ms. Thornton will support document review, legal research, and coordination with Claridge Forensic Advisory LLC and other third-party advisors. Ms. Thornton is based in the Firm's Hartford office and will serve as the Firm's on-site liaison for matters requiring physical presence at BSU's Hartford location.
Additional attorneys, paralegals, and support staff may be assigned to the engagement as it progresses, consistent with the efficient and effective conduct of the Investigation. The Audit Committee will be notified of any material changes to the staffing of the engagement.
Calderwood & Harkness's New York office (1221 Avenue of the Americas, 38th Floor, New York, New York 10020) and Hartford office (One Constitution Plaza, Suite 1400, Hartford, Connecticut 06103) will both serve this engagement, providing the geographic flexibility necessary to support both Audit Committee interactions (primarily in New York and Stamford) and on-the-ground investigation work at BSU's Hartford facility.
6. Fees and Billing Arrangements
6.1 Hourly Rates
Fees for professional services rendered in connection with this engagement will be calculated on an hourly basis at the following current standard rates for the Calderwood & Harkness White Collar Defense & Investigations Practice Group:
These rates are subject to periodic adjustment, generally on an annual basis effective January 1 of each calendar year. The Audit Committee will be notified in writing of any rate changes prior to the effective date of such changes. Any adjusted rates will apply to services rendered on or after the effective date of the adjustment.
No contingency fee, success fee, bonus, or other performance-based compensation arrangement is part of this engagement. All fees are solely time-based, calculated by multiplying the hours expended by each timekeeper by that timekeeper's applicable hourly rate.
6.2 Scoping-Phase Budget Estimate
Based on our preliminary assessment of the work required during the Scoping Phase, the estimated professional fees for Calderwood & Harkness's Scoping Phase work are $175,000 to $225,000, with a midpoint estimate of approximately $196,500. This estimate is based on the following projected time allocations:
This estimate does not include fees and expenses of Claridge Forensic Advisory LLC, which are expected to range from $85,000 to $120,000 for scoping-phase support and will be billed under separate engagement terms as described in Section 7 below.
This estimate is provided in good faith based on currently available information and reflects our best professional judgment regarding the anticipated scope and complexity of the Scoping Phase. Actual fees may vary — in some cases materially — depending on the complexity and volume of the matters encountered, the degree of cooperation received from QIH and BSU personnel, the volume of documents to be reviewed, and other factors that cannot be precisely predicted at this time.
6.3 Full Investigation Budget Estimate (Preliminary)
If the Scoping Phase confirms the need for a full investigation, our preliminary estimates for total professional fees for Calderwood & Harkness's services alone (exclusive of Claridge Forensic Advisory LLC and any other third-party advisor fees) range from $1.2 million to $2.5 million. The breadth of this range reflects the significant uncertainties that exist at this early stage, including the potential number of witnesses to be interviewed, the volume of documents to be reviewed, the complexity of the forensic accounting analysis required, and whether cooperation with regulators or law enforcement becomes advisable.
This preliminary estimate is subject to significant refinement following completion of the Scoping Phase. A detailed budget for the full investigation phase, broken down by workstream and timekeeper, will be presented to the Audit Committee for review and approval before the full investigation commences. Calderwood & Harkness will not proceed with the full investigation phase without the Audit Committee's express written authorization.
6.4 Billing and Payment
Invoices will be rendered on a monthly basis and will include a summary of time entries organized by timekeeper, descriptions of the work performed (to the extent consistent with privilege considerations), expense categories, and matter descriptions. Invoices will reflect the actual time expended during the billing period and will be accompanied by a running total of fees and expenses billed to date.
All invoices are payable within thirty (30) days of the invoice date. Calderwood & Harkness reserves the right to charge interest on overdue balances at the rate of one percent (1.0%) per month, or the maximum rate permitted by applicable law, whichever is less.
Invoices will be directed to the Audit Committee Chair or her designee. Copies of invoices may be provided to QIH's General Counsel or Chief Financial Officer only as expressly authorized by the Audit Committee. In the absence of such authorization, the Firm will not share billing information with QIH management.
Expenses reasonably incurred in connection with the engagement will be billed at cost. Such expenses include, without limitation, travel expenses (airfare, ground transportation, hotel, and meals), court reporter and transcription fees, database and legal research charges (including Westmark Data Systems, PACER, and similar services), copying and printing charges, courier and overnight delivery services, long-distance telephone and videoconference charges, and similar out-of-pocket disbursements.
6.5 Advance Retainer
Calderwood & Harkness requests an advance retainer in the amount of One Hundred Thousand Dollars ($100,000) (the "Retainer"), to be received by the Firm prior to the commencement of substantive Scoping Phase work. Wire transfer instructions for remittance of the Retainer are set forth in Enclosure B attached hereto.
The Retainer will be deposited into and held in the Firm's client trust account (IOLA account) in accordance with the applicable rules of professional conduct governing attorney trust accounts in the State of New York. The Retainer will be applied against the final invoice or invoices rendered for the Scoping Phase. To the extent the Retainer exceeds the outstanding balance on the final Scoping Phase invoice(s), the excess will be refunded to QIH promptly upon conclusion of the Scoping Phase or applied to subsequent invoices for the full investigation phase, as directed by the Audit Committee.
The Retainer is not intended to serve as a cap or ceiling on fees for the Scoping Phase. Professional fees and expenses incurred in excess of the Retainer amount will be billed in the ordinary course as described in Section 6.4 above, and the Audit Committee and QIH shall remain responsible for payment of all fees and expenses properly incurred under this engagement.
7. Forensic Accounting and E-discovery Support
Given the nature of the allegations — which involve fabricated insurance placements, phantom commission income, and potential reserve manipulation — the Investigation will require significant forensic accounting analysis and electronic discovery support. Calderwood & Harkness proposes to retain Claridge Forensic Advisory LLC ("Claridge") to provide these services under the Firm's direction.
Claridge is a nationally recognized forensic accounting and consulting firm with deep expertise in insurance industry financial investigations. Claridge's engagement will be structured so that its work product — including forensic accounting analyses, data analytics reports, electronic discovery processing and hosting, and related deliverables — is generated at the direction of counsel and is protected by the attorney work-product doctrine. Claridge personnel will operate under Calderwood & Harkness's supervision and at the Firm's direction for purposes of this engagement.
The Claridge engagement will be documented in a separate engagement letter or statement of work, which will be submitted to the Audit Committee for review and approval before Claridge commences substantive work. Claridge's fees for the Scoping Phase are estimated at $85,000 to $120,000, based on preliminary discussions with Claridge regarding the anticipated scope of work. These fees are separate from, and in addition to, the Calderwood & Harkness fee estimates set forth in Section 6.
Daniel J. Petrov, Managing Director, will serve as Claridge's primary contact for this engagement. Mr. Petrov can be reached at Claridge Forensic Advisory LLC, 101 Park Avenue, 26th Floor, New York, New York 10178.
8. Document Preservation and Litigation Hold
Prompt and comprehensive document preservation is a critical first step in any internal investigation. Calderwood & Harkness will promptly prepare a document-preservation and litigation-hold notice (the "Preservation Notice") for issuance by QIH's General Counsel, Owen R. Hargrove, to relevant custodians at QIH and BSU. The Preservation Notice will be prepared in consultation with Mr. Hargrove and submitted to the Audit Committee for approval prior to distribution.
The Preservation Notice will require the identification, preservation, and retention of all documents and electronically stored information ("ESI") relating to commercial property insurance policy placements brokered or underwritten by BSU from January 1, 2023 to the present, including but not limited to:
•  Binder confirmations, policy declarations, and related underwriting documentation;
•  Commission income records, commission schedules, and commission payment documentation;
•  IBNR reserve schedules, reserve development triangles, actuarial analyses, and reserve release authorization memoranda;
•  All communications (including emails, text messages, instant messages, voicemails, and other electronic communications) with or concerning Veltrano Risk Advisors, Halloran & Pratt Insurance Associates, and CrestPoint Brokerage LLC;
•  Financial statements, general ledger entries, and journal entries relating to BSU's commercial property line of business;
•  Board and committee minutes, presentations, and reports relating to BSU's financial performance; and
•  Any other documents or ESI that may be relevant to the allegations set forth in the Complaint.
The hold will extend to the three named subject individuals (Lomax, Stadler, and Kessler), as well as to other custodians to be identified during the Scoping Phase. Calderwood & Harkness anticipates that the initial custodian list will encompass approximately eight to twelve individuals, with the possibility of expansion as the Investigation progresses.
All routine document-destruction, auto-deletion, and records-retention policies applicable to in-scope materials must be suspended immediately and remain suspended for the duration of the Investigation. This includes, without limitation, any automated email-deletion protocols, any scheduled destruction of backup tapes or archival media, and any routine purging of electronic files or databases.
The Audit Committee's cooperation in ensuring full and complete compliance with the Preservation Notice across all relevant QIH and BSU departments is essential. Failure to preserve relevant documents could result in adverse inferences, regulatory sanctions, and other significant consequences. We respectfully urge the Audit Committee to authorize issuance of the Preservation Notice at the earliest practicable date.
9. Attorney-Client Privilege and Work-Product Protection
9.1 Privilege Holder
The attorney-client privilege with respect to all communications, documents, memoranda, analyses, and other materials arising from or created in connection with this engagement belongs to and is controlled exclusively by the Audit Committee of QIH's Board of Directors. The privilege extends to all communications between Calderwood & Harkness and the Audit Committee, as well as to the work product generated by the Firm and its agents (including Claridge Forensic Advisory LLC) in connection with the Investigation.
Only the Audit Committee may waive the attorney-client privilege or the work-product protection applicable to materials generated in this engagement. Neither QIH management (including Mr. Galvin, Ms. Nakamura, and Mr. Hargrove) nor any individual officer, director, or employee of QIH or BSU may unilaterally waive, compromise, or authorize the disclosure of privileged communications or work product generated in connection with this engagement. Any decision regarding privilege waiver — whether in connection with voluntary disclosure to regulators, cooperation with law enforcement, or otherwise — shall be made solely by the Audit Committee after consultation with Calderwood & Harkness.
9.2 Communications with QIH Management
Calderwood & Harkness will communicate investigation-related information to QIH management (including Mr. Galvin, Ms. Nakamura, and Mr. Hargrove) only as specifically directed and authorized by the Audit Committee. The Firm will not independently brief, consult with, or provide investigation-related reports or updates to QIH management without the Audit Committee's prior approval.
All such authorized communications with QIH management remain subject to the attorney-client privilege and should be treated by all recipients as strictly confidential. Management personnel who receive information about the Investigation will be reminded of their obligation to maintain the confidentiality of such information and not to disclose it to persons who are not authorized to receive it.
9.3 Upjohn / Corporate Miranda Warnings
In all witness interviews conducted during the Investigation, Calderwood & Harkness will administer an Upjohn warning (sometimes referred to as a "corporate Miranda" warning), consistent with the guidance set forth in Upjohn Co. v. United States, 449 U.S. 383 (1981), and applicable bar rules. Each witness will be advised, at the outset of his or her interview, of the following:
(a) Calderwood & Harkness represents the Audit Committee of the Board of Directors and the Company, not the individual witness;
(b) The interview is protected by the Company's and the Audit Committee's attorney-client privilege, which belongs to the Company and the Audit Committee, and not to the individual witness;
(c) The Audit Committee may, in its sole discretion, choose to waive the privilege and disclose the substance of the interview to third parties, including government regulators, law enforcement authorities, and others; and
(d) The individual witness is free to retain personal counsel at his or her own expense and may consult with personal counsel before or during the interview.
These warnings will be administered verbally at the commencement of each interview and will be documented in the Firm's interview memoranda. Where appropriate, Calderwood & Harkness may also provide a written acknowledgment form for the witness to sign, confirming receipt and understanding of the Upjohn warnings.
9.4 Coordination with Other Advisors
The Investigation will require coordination with several other professional advisors to QIH. Calderwood & Harkness will manage these interactions carefully to preserve the attorney-client privilege and work-product protection to the maximum extent permitted by law.
External Auditor. Communications with QIH's external auditor, Kellner & Strauss LLP (lead engagement partner: Howard M. Bressler), will be handled in accordance with a privilege protocol to be developed and agreed upon with the Audit Committee. The Firm recognizes that disclosure of certain investigation-related information to the external auditor may be necessary in connection with the audit of QIH's financial statements and the auditor's obligations under Public Company Accounting Oversight Board ("PCAOB") standards, including AU Section 316 (Consideration of Fraud in a Financial Statement Audit). However, the extent to which such disclosure may constitute a waiver of the attorney-client privilege is a fact-specific determination that will be carefully evaluated in each instance. Calderwood & Harkness will advise the Audit Committee on these issues and will recommend an appropriate protocol for auditor communications.
Securities Counsel. Communications with QIH's standing outside corporate and securities counsel, Pemberton Hale & Creighton LLP (Elaine R. Foxworth), regarding SEC disclosure matters — including potential Form 8-K filings, potential restatement considerations, and related issues — will be conducted under the common-interest doctrine or, where applicable, a joint-defense or common-interest agreement. Calderwood & Harkness will work with Pemberton Hale & Creighton to establish an appropriate framework for information sharing that preserves privilege while facilitating the coordination necessary to address disclosure obligations.
D&O Insurer. Communications with QIH's directors' and officers' liability insurer, Sentinel Mutual Assurance Group (claims contact: Patricia L. Munroe), will be coordinated through the Audit Committee to preserve the attorney-client privilege and work-product protection to the maximum extent permitted by applicable law. Calderwood & Harkness will advise the Audit Committee on the scope and content of information to be shared with the insurer, recognizing that notice and cooperation obligations under the D&O policy must be balanced against privilege considerations.
9.5 Document Labeling
To facilitate the identification and protection of privileged materials, all documents and communications created in connection with this engagement — including memoranda, reports, correspondence, emails, interview notes, and draft and final work product — will be prominently labeled with the following legend:
PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT — PREPARED AT THE DIRECTION OF COUNSEL FOR THE AUDIT COMMITTEE
All persons who handle or have access to such materials should be instructed to maintain the confidentiality of these documents and to refrain from disclosing or distributing them to any person who is not authorized to receive them.
10. Relationship with Other Counsel and Advisors
QIH's standing outside corporate and securities counsel is Pemberton Hale & Creighton LLP (Elaine R. Foxworth, 599 Lexington Avenue, Suite 2600, New York, New York 10022). Pemberton Hale & Creighton has served as QIH's primary outside legal advisor on SEC reporting, corporate governance, and general corporate matters. Pemberton Hale & Creighton is not handling the Investigation in order to preserve the independence of the investigative process and to avoid potential conflicts that could arise from that firm's existing advisory relationship with QIH management.
Calderwood & Harkness will coordinate with Pemberton Hale & Creighton on any disclosure-related matters that arise during or as a result of the Investigation, including potential Form 8-K filings, potential restatement considerations, and related SEC reporting issues. Such coordination will be conducted as appropriate and as directed by the Audit Committee, and will be structured to preserve attorney-client privilege as described in Section 9.4 above.
Calderwood & Harkness's engagement is independent of QIH management and of Pemberton Hale & Creighton's ongoing representation of QIH. Calderwood & Harkness reports solely and exclusively to the Audit Committee, and takes direction solely from the Audit Committee. Neither QIH management nor Pemberton Hale & Creighton has authority to direct, supervise, or control the Firm's work in connection with this engagement.
11. Regulatory and Disclosure Considerations
The Audit Committee should be aware that, depending on the findings of the Investigation, various regulatory and disclosure obligations may arise. While decisions regarding disclosure and cooperation with regulators will be made by the Audit Committee after consultation with Calderwood & Harkness, we believe it is important to identify, at the outset, the principal areas of potential regulatory exposure:
•  SEC Disclosure Obligations. If the Investigation substantiates the allegations, QIH may be required to make prompt disclosure to the Securities and Exchange Commission, including the filing of a Form 8-K under Item 4.02 (Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review) or other applicable items. In addition, the Investigation may require a restatement of QIH's consolidated financial statements for one or more of fiscal years 2023, 2024, and 2025, depending on the materiality and scope of the identified misstatements.
•  Connecticut Insurance Department. QIH's insurance subsidiaries, including BSU, are domiciled in and regulated by the Connecticut Insurance Department. Depending on the nature and extent of the misconduct identified, notification to the Connecticut Insurance Department may be required or advisable, particularly with respect to any findings relating to fictitious insurance placements, reserve adequacy, or the integrity of BSU's financial reporting.
•  DOJ and SEC Enforcement Referral. If the Investigation substantiates allegations of fraud, the Audit Committee will need to consider whether a voluntary referral to the United States Department of Justice ("DOJ") or the SEC Division of Enforcement is appropriate or advisable. Calderwood & Harkness will advise the Audit Committee on the benefits and risks of voluntary self-disclosure, including potential cooperation credit under applicable DOJ and SEC policies.
•  SOX Certification Implications. The allegations, if substantiated, would have significant implications for the certifications provided by CEO Marcus P. Galvin and CFO Denise R. Nakamura under SOX Sections 302 and 906 for fiscal year 2025, and potentially for prior fiscal years. QIH filed its FY 2025 Form 10-K on February 21, 2026, accompanied by the required CEO and CFO certifications. At the time of filing, no materiality determination had been made with respect to the whistleblower complaint, which was received only one week prior. The Investigation will assess whether the certifications were appropriate when made and whether corrective disclosure is required.
Calderwood & Harkness will advise the Audit Committee on these matters as the Investigation progresses and as additional facts come to light. All decisions regarding voluntary disclosure, cooperation with regulators or law enforcement, and the timing and manner of any public announcements will be made by the Audit Committee in consultation with Calderwood & Harkness and, as appropriate, Pemberton Hale & Creighton LLP.
The Audit Committee should note that QIH filed its FY 2025 Form 10-K on February 21, 2026, without disclosure of the whistleblower complaint, as no materiality determination had been made at that time and the Complaint had been received only seven days prior. The appropriateness of that filing and the potential need for supplemental or corrective disclosure will be among the issues considered during the Investigation.
12. D&O Insurance Notice
Timely notice to QIH's directors' and officers' liability insurer is an important step in preserving the Company's and its directors' and officers' rights under the applicable D&O insurance policies. Calderwood & Harkness will prepare a draft notice letter addressed to Sentinel Mutual Assurance Group (Patricia L. Munroe, Vice President — Executive Liability Claims, 200 Clarendon Street, Suite 4400, Boston, Massachusetts 02116) for the Audit Committee's review and approval.
Notice will be provided under the following policies:
•  Primary Policy: Policy No. SMA-EL-2025-07741, with a per-claim limit of liability of $15,000,000 and a self-insured retention of $1,000,000.
•  Excess Policy: Policy No. SMA-XS-2025-07742, providing $25,000,000 in coverage excess of the $15,000,000 primary policy limit.
Many D&O policies contain notice provisions that require the insured to provide notice of a claim or potential claim "as soon as practicable" or within a specified period after the insured becomes aware of circumstances that could give rise to a claim. Failure to provide timely notice can, under certain policy terms and applicable law, jeopardize coverage. Accordingly, the Audit Committee should authorize dispatch of the notice letter promptly following its review and approval of the draft prepared by Calderwood & Harkness.
The draft notice letter will describe the whistleblower complaint and the Investigation in general terms sufficient to satisfy the insurer's informational needs while preserving attorney-client privilege and work-product protection to the maximum extent practicable. Calderwood & Harkness will coordinate with the Audit Committee regarding the appropriate level of detail to include in the notice.
13. Whistleblower Protections
The Audit Committee and QIH must ensure strict compliance with the whistleblower protection provisions of the Sarbanes-Oxley Act of 2002, Section 806 (18 U.S.C. § 1514A), and the Dodd-Frank Wall Street Reform and Consumer Protection Act, Section 922 (15 U.S.C. § 78u-6), as well as any other applicable federal or state whistleblower protection statutes or regulations.
No retaliatory action of any kind may be taken against the anonymous complainant (whose identity is presently unknown to the Firm, the Audit Committee, and QIH management) or against any other individual who provides information to or cooperates with the Investigation. Retaliatory action includes, but is not limited to, termination, suspension, demotion, harassment, denial of promotion, reduction in compensation, reassignment to less favorable duties, threats, and any other adverse employment action taken in whole or in part because of the individual's participation in protected whistleblower activity.
Calderwood & Harkness will advise the Audit Committee and QIH management, as appropriate, on compliance with these whistleblower protection obligations as necessary throughout the course of the engagement. The Audit Committee should ensure that QIH management and human resources personnel are aware of and comply with these protections, and that any employment actions involving individuals connected with the Investigation are carefully reviewed before implementation.
14. Conflicts of Interest
Calderwood & Harkness conducted a comprehensive conflicts review in connection with this engagement. The conflicts check was initiated on February 25, 2026, and was completed and cleared on February 26, 2026.
The Firm screened all relevant parties, entities, and individuals identified in connection with this matter, including: Quorum Insurance Holdings Corp. and its subsidiaries; Ashgrove Equity Partners Specialty Underwriting, Inc.; the three subject individuals (Garrett T. Lomax, Neil W. Stadler, and Rhonda M. Kessler); the three alleged fictitious broker counterparties (Veltrano Risk Advisors, Halloran & Pratt Insurance Associates, and CrestPoint Brokerage LLC); QIH's external auditor, Kellner & Strauss LLP; QIH's D&O insurer, Sentinel Mutual Assurance Group; QIH's standing outside counsel, Pemberton Hale & Creighton LLP; the proposed forensic advisor, Claridge Forensic Advisory LLC; QIH's senior management (including Mr. Galvin, Ms. Nakamura, and Mr. Hargrove); members of the Audit Committee; and other relevant entities and individuals identified during the intake process.
No disqualifying conflicts of interest were identified. The Firm does not currently represent any subject individual, any adverse party, or any other entity or individual whose interests are materially adverse to the interests of the Audit Committee in connection with this matter. Calderwood & Harkness has no prior or existing relationship with any of the three alleged fictitious broker counterparties.
If a conflict of interest arises during the course of the engagement — for example, if the Investigation reveals the involvement of an individual or entity that the Firm currently represents in an unrelated matter — the Firm will promptly notify the Audit Committee and will take all appropriate steps to address the conflict, which may include obtaining informed consent, implementing an ethical screen, or, if the conflict cannot be resolved, withdrawing from the engagement or the conflicting representation.
15. Termination of Engagement
Either the Audit Committee or Calderwood & Harkness may terminate this engagement at any time upon written notice to the other party, subject to the Firm's obligations under the applicable rules of professional conduct, including the obligation to take reasonable steps to avoid foreseeable prejudice to the client's interests and to comply with any applicable court rules or orders.
Upon termination of the engagement, Calderwood & Harkness will cooperate in the orderly transition of the matter to successor counsel, including the prompt transfer of all client files, work product, and relevant materials. The Firm will render a final invoice for all professional fees and expenses incurred through the date of termination.
The advance retainer described in Section 6.5 will be applied against any outstanding balance reflected on the final invoice. Any excess retainer funds will be refunded to QIH promptly following application of the retainer to the final invoice. Conversely, any fees and expenses incurred in excess of the retainer amount will remain the obligation of QIH and will be payable in accordance with the terms set forth in Section 6.4.
16. Limitation of Scope and No Guarantee of Outcome
This engagement is limited to the scope described herein and in any subsequent amendments or modifications agreed to in writing by the Audit Committee and Calderwood & Harkness. The Firm's services do not extend to any matter or issue not expressly encompassed by this Engagement Letter and any authorized scope amendments.
Calderwood & Harkness's advice is based on the facts known to us and the law as it exists at the time the advice is rendered. The law and its interpretation may change, and facts unknown to us may exist or subsequently emerge. No guarantee of any particular outcome is made or implied, and nothing in this Engagement Letter should be construed as a representation or warranty that the Investigation will reach any particular conclusion or achieve any specific result.
The Investigation may not uncover all relevant facts. The factual findings and conclusions reached by the investigation team will be based on the information that is available and accessible to the team through reasonable efforts, including document review, data analysis, and witness interviews. The Firm cannot guarantee the completeness of the information obtained, particularly in circumstances where relevant documents may have been destroyed, witnesses may be uncooperative or unavailable, or information may be held by third parties outside the Company's control.
17. Governing Law and Dispute Resolution
This Engagement Letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict-of-laws principles.
Any dispute, controversy, or claim arising out of or relating to this Engagement Letter or the engagement described herein, including any dispute regarding the amount or reasonableness of fees charged, shall be resolved through binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall take place in New York, New York, before a single arbitrator mutually agreed upon by the parties or, in the absence of agreement, appointed in accordance with the applicable arbitration rules. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, the parties may agree in writing to resolve any such dispute through an alternative mechanism, including mediation or direct negotiation.
18. Acceptance and Execution
If the terms and conditions set forth in this Engagement Letter are acceptable to the Audit Committee, please indicate the Audit Committee's acceptance by signing and dating this letter in the space provided below and returning one fully executed original to the undersigned. A copy should be retained for the Audit Committee's records.
We look forward to working with the Audit Committee on this important matter and are available to discuss any questions or concerns at your convenience. Mr. Ashby can be reached directly at (212) 554-7812 or cashby@calderwoodharkness.com.
18.1 Calderwood & Harkness LLP
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Conrad Ashby
Title: Partner, White Collar Defense & Investigations
New York Bar Reg. No. 4417892
Date: ________
Calderwood & Harkness LLP 1221 Avenue of the Americas, 38th Floor New York, New York 10020 Telephone: (212) 554-7812
Email: cashby@calderwoodharkness.com
18.2 Acknowledgment and Acceptance by the Audit Committee
By signing below, the undersigned, acting in her capacity as Chair of the Audit Committee of the Board of Directors of Quorum Insurance Holdings Corp., and pursuant to the authorization granted by the Audit Committee at its special telephonic meeting on February 24, 2026, hereby acknowledges receipt of this Engagement Letter, confirms that she has read and understands its terms and conditions, and agrees on behalf of the Audit Committee to the terms and conditions set forth herein.
ACKNOWLEDGED AND AGREED:
AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF QUORUM INSURANCE HOLDINGS CORP.
By: ________
Name: Priya Subramaniam
Title: Chair, Audit Committee of the Board of Directors
Date: ________
Enclosures
Enclosure A: Calderwood & Harkness LLP Standard Terms of Engagement (incorporated herein by reference)
Enclosure B: Wire Transfer Instructions for Advance Retainer ($100,000)
Distribution
cc: Victoria Chambers, Billing Partner, Calderwood & Harkness LLP cc: Steven Hollander, Lead Associate, Calderwood & Harkness LLP cc: Jasmine Thornton, Working Associate, Calderwood & Harkness LLP cc: Thomas K. Driscoll, Audit Committee Member (via separate cover) cc: Angela F. Delvecchio, Audit Committee Member (via separate cover)
PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION This document and the information contained herein are privileged and confidential, intended solely for the use of the addressee and the members of the Audit Committee of the Board of Directors of Quorum Insurance Holdings Corp. Any unauthorized review, use, disclosure, or distribution is prohibited. If you have received this document in error, please notify the sender immediately and destroy all copies.
Timekeeper Level | Hourly Rate
Partners | $1,475 per hour
Senior Associates / Counsel | $1,050 per hour
Associates | $825 per hour
Paralegals | $425 per hour
Timekeeper | Role | Est. Hours | Rate | Est. Fees
Conrad Ashby | Partner | 40 | $1,475/hr | $59,000
Steven Hollander | Lead Associate | 60 | $1,050/hr | $63,000
Jasmine Thornton | Working Associate | 80 | $825/hr | $66,000
Paralegal Support | Paralegal | 20 | $425/hr | $8,500
Total | 200 | $196,500

CALDERWOOD & HARKNESS LLP Attorneys at Law

VIA HAND DELIVERY AND ENCRYPTED EMAIL

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGED AND AGREED:

AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF QUORUM INSURANCE HOLDINGS CORP.

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