PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGE / ATTORNEY WORK PRODUCT
CALDERWOOD & HARKNESS LLP 1221 Avenue of the Americas, 38th Floor New York, NY 10020
One Constitution Plaza, Suite 1400 Hartford, CT 06103
DRAFT — For Issuance by Owen R. Hargrove, General Counsel & Secretary, Quorum Insurance Holdings Corp. Matter No.: 1025-00010
February 27, 2026
MANDATORY DOCUMENT PRESERVATION AND LITIGATION HOLD NOTICE
TO: All Custodians Identified on Schedule A Hereto (Employees and Officers of Quorum Insurance Holdings Corp. and Ashgrove Equity Partners Specialty Underwriting, Inc.)
FROM: Owen R. Hargrove, General Counsel & Secretary, Quorum Insurance Holdings Corp., 400 Atlantic Street, Suite 3200, Stamford, CT 06901
RE: Mandatory Document Preservation and Litigation Hold Notice — Commercial Property Policy Placements and Related Financial Records of Ashgrove Equity Partners Specialty Underwriting, Inc.
DATE: [To be dated upon issuance]
CONFIDENTIALITY NOTICE: This memorandum is privileged and confidential. It is protected by the attorney-client privilege and the attorney work-product doctrine. Recipients are instructed not to discuss the existence or contents of this memorandum with anyone other than the persons specifically identified herein or counsel from Calderwood & Harkness LLP. Unauthorized disclosure of this memorandum or its contents may constitute a waiver of applicable privileges and may result in disciplinary action. If you have received this memorandum in error, please contact the General Counsel's office immediately.
Section 1: Purpose and Legal Obligation
Quorum Insurance Holdings Corp. ("QIH") has become aware of allegations concerning certain business activities at its wholly owned subsidiary, Ashgrove Equity Partners Specialty Underwriting, Inc. ("BSU"), a Connecticut corporation with offices located at 55 Elm Street, 8th Floor, Hartford, CT 06103. The nature of these allegations relates to commercial property policy placements, commission income recognition, and loss reserve accounting practices at BSU during the period from approximately the third quarter of 2023 through the fourth quarter of 2025. The specific details of these allegations are being addressed separately in the context of the internal review described below and are not set forth in this Notice.
The Audit Committee of QIH's Board of Directors, acting pursuant to its charter and applicable corporate governance requirements, has authorized an independent internal review of these allegations. The Audit Committee has determined that a thorough, independent examination of the relevant facts and circumstances is warranted and in the best interests of QIH and its shareholders.
In connection with the Audit Committee's authorization, the law firm of Calderwood & Harkness LLP has been engaged by the Audit Committee to conduct this independent internal review. This engagement is being administered under Calderwood & Harkness Matter No. 1025-00010. All communications between QIH, BSU, their respective employees and officers, and Calderwood & Harkness LLP in connection with this review are intended to be protected by the attorney-client privilege and the attorney work-product doctrine, and all persons receiving this Notice should treat such communications as strictly confidential.
Federal and state law impose significant obligations on QIH and its subsidiaries, including BSU, to preserve documents and electronically stored information ("ESI") that may be relevant to pending or reasonably anticipated litigation, regulatory inquiries, government investigations, or internal investigations. These obligations arise under, among other sources, the Federal Rules of Civil Procedure (including Rule 37(e)), the federal securities laws (including the Securities Exchange Act of 1934, as amended), rules governing electronic discovery in both federal and state courts, and applicable state common law doctrines relating to spoliation of evidence.
QIH is a Nasdaq-listed public company (ticker symbol: QIHC) and is therefore subject to heightened obligations under the Securities Exchange Act of 1934, the rules and regulations promulgated by the U.S. Securities and Exchange Commission ("SEC"), and the Sarbanes-Oxley Act of 2002 ("SOX"). These obligations extend to the preservation of records and documents that may be relevant to any investigation or inquiry by the SEC, the Department of Justice, or any other governmental authority, as well as any private litigation that is pending or reasonably anticipated. Section 802 of the Sarbanes-Oxley Act, codified at 18 U.S.C. §§ 1519–1520, specifically criminalizes the knowing destruction, alteration, or concealment of documents with the intent to obstruct, influence, or impede any federal investigation or proceeding.
The consequences of failing to preserve relevant materials are severe. Courts may impose adverse inference instructions against parties who fail to preserve relevant evidence, directing juries to presume that destroyed or altered documents were unfavorable to the party responsible for the destruction. In addition, monetary sanctions, including the payment of the opposing party's attorneys' fees and costs, may be assessed. In cases involving willful or grossly negligent destruction of evidence, criminal liability for spoliation or obstruction of justice may result, including potential imprisonment. QIH cannot and will not tolerate any failure to comply with this preservation obligation.
This Notice is effective immediately upon receipt by each custodian and supersedes any prior document-retention policies, document-destruction schedules, auto-delete settings, or other routine information-management protocols with respect to any materials that fall within the scope of this Notice as described in Section 2 below. No in-scope materials may be destroyed, deleted, discarded, altered, concealed, or transferred, regardless of what QIH's or BSU's general records-retention policies may otherwise provide.
Section 2: Scope of Preservation Obligation
The preservation obligation imposed by this Notice is broad and encompasses the categories of documents and ESI described below. Each custodian is required to preserve all documents and ESI that fall within any of the following categories, regardless of format, location, or medium of storage. If you are uncertain whether a particular document or category of information falls within the scope of this Notice, you must preserve it and contact the General Counsel or Calderwood & Harkness LLP for guidance before taking any action with respect to such materials.
2.1 Temporal Scope
All documents and ESI created, sent, received, modified, accessed, or stored at any time from January 1, 2023 through the present date must be preserved. This preservation obligation extends on a continuing, prospective basis and applies to all documents and ESI created, sent, received, modified, or stored after the date of this Notice and continuing until such time as this litigation hold is formally released in writing by the General Counsel or Calderwood & Harkness LLP.
The January 1, 2023 start date encompasses a reasonable lookback margin prior to the approximate third quarter of 2023 through fourth quarter of 2025 timeframe that is the primary focus of the matters under review. This margin is intended to capture documents and ESI that may provide relevant context, background, or foundational information relating to the subjects under review, including the establishment of business relationships, the development of underwriting practices, and the implementation of accounting policies that are relevant to the period under review.
Custodians should err on the side of over-inclusion. If a document or item of ESI was created, modified, or stored at any time on or after January 1, 2023, it should be preserved, even if the custodian believes it may not be directly relevant to the matters under review.
2.2 Subject-Matter Scope
The following categories of documents and ESI must be preserved in their entirety, including all attachments, enclosures, cover letters, transmittal materials, and metadata:
(a) Commercial Property Policy Placements Brokered by BSU. All binder confirmations, policy placement slips, quote sheets, indication letters, coverage specifications, declarations pages, endorsements, policy jackets, and related underwriting correspondence for any and all commercial property policies placed, brokered, facilitated, or otherwise handled by BSU's Commercial Property Division or any other BSU division, team, or individual during the relevant period. This includes, without limitation, any and all records reflecting binder confirmations for commercial property lines issued during the relevant period, including but not limited to the approximately 147 binder confirmations identified to date, as well as any additional binder confirmations or policy placements that may be identified through the course of the investigation.
This category further includes all underwriting submissions, risk assessments, property valuations, loss-history summaries, marketing materials, and any other documents or communications generated or received in connection with the solicitation, quoting, binding, issuance, renewal, or cancellation of commercial property policies during the relevant period.
(b) Counterparty and Broker Records. All documents and communications relating to, referencing, involving, or addressed to or from the following entities, whether in their capacity as retail broker counterparties, correspondent brokers, producing agents, or in any other capacity:
• Veltrano Risk Advisors (including any predecessor, successor, affiliate, or d/b/a entity)
• Halloran & Pratt Insurance Associates (including any predecessor, successor, affiliate, or d/b/a entity)
• CrestPoint Brokerage LLC (including any predecessor, successor, affiliate, or d/b/a entity)
This category includes, without limitation: broker-of-record letters; agency agreements and appointments; appointment letters; license verifications and surplus-lines license documentation; due diligence files and records; compliance review files; correspondence in any form (email, letter, instant message, text message, or otherwise); commission-sharing agreements and override schedules; co-brokerage agreements; referral fee arrangements; and any files, records, or documentation relating to the establishment, onboarding, maintenance, modification, suspension, or termination of business relationships with any of the foregoing entities.
This category further includes any records regarding surplus-lines licenses held or purported to be held by Veltrano Risk Advisors, Halloran & Pratt Insurance Associates, or CrestPoint Brokerage LLC in the State of Connecticut, the State of New York, or any other jurisdiction, as well as any communications with state insurance regulators, surplus-lines associations, or stamping offices concerning these entities or any policies placed through or in connection with these entities.
(c) Commission Income Records. All commission income ledgers, journals, sub-ledgers, and general ledger entries for BSU for fiscal years 2023, 2024, and 2025 (QIH fiscal year end: December 31). This includes all commission statements, commission rate schedules, commission splits, fee agreements, commission reconciliation workpapers, and aged commission receivable reports.
Revenue recognition analyses, technical accounting memoranda, journal entries (including both standard and non-standard or manual journal entries), and all supporting documentation for commission income and fee income booked by BSU during the relevant period must be preserved. For reference, BSU reported commission and fee income of approximately $63.2 million for the fiscal year ended December 31, 2025, and BSU's total placed premium for the same period was approximately $487 million. All documents and ESI underlying, supporting, or relating to these figures and comparable figures for fiscal years 2023 and 2024 are within scope.
This category also includes any analyses, memoranda, or communications relating to the application of ASC 606 (Revenue from Contracts with Customers) or any other applicable accounting standard to BSU's commission and fee income streams, as well as any cut-off analyses, accrual calculations, or deferred revenue computations.
(d) Loss Reserve and IBNR Records. All incurred-but-not-reported ("IBNR") reserve schedules, reserve development triangles, loss-reserve analyses, case-reserve listings, and actuarial reports, memoranda, or opinions prepared for or on behalf of BSU during the relevant period.
All reserve-release entries, journal entries (including manual or non-standard journal entries), supporting calculations, approval documentation, and authorization memoranda for any releases of IBNR reserves or case reserves during the relevant period. Particular attention should be directed to the preservation of any records relating to reserve releases concentrated in the fourth quarter of 2024 and the second quarter of 2025, including the factual and actuarial bases for such releases, any communications concerning the timing or magnitude of such releases, and any analyses of the impact of such releases on BSU's or QIH's reported financial results. All reserve adjustments for the January 1, 2023 to present period, whether increases, decreases, or reclassifications, are within scope.
All communications with, reports from, or work product of Linden Actuarial Consulting Group (principal contact: Margaret Y. Cho, FCAS), located at 280 Trumbull Street, Suite 900, Hartford, CT 06103, which serves as QIH's appointed actuarial consulting firm, relating to BSU reserves, loss development, IBNR estimates, or any actuarial analysis performed in connection with BSU's commercial property book of business or any other BSU line of business, must be preserved. This includes engagement letters, data requests and responses, draft and final actuarial reports, actuarial opinions, and all email and other correspondence between QIH or BSU personnel and Linden Actuarial Consulting Group.
(e) Financial Statements and Reporting Materials. Subsidiary-level financial statements for BSU, including balance sheets, income statements, statements of cash flows, and statements of changes in equity, for all periods within the relevant timeframe. Consolidating schedules, management reports, management discussion and analysis materials, and board of directors presentations relating to BSU's financial performance, operating results, and financial condition.
All materials provided to or received from Kellner & Strauss LLP (QIH's independent registered public accounting firm; lead engagement partner: Howard M. Bressler), located at 345 Park Avenue, 18th Floor, New York, NY 10154, relating to the audit or interim review of BSU's financial results, including but not limited to: audit workpapers and working trial balances; management representation letters; audit adjustment schedules and proposed adjusting journal entries; audit committee communications (including SAS 114/AS 1301 communications); management letters and internal control deficiency communications; and any correspondence, memoranda, or meeting notes between QIH or BSU personnel and Kellner & Strauss LLP concerning BSU's financial results or accounting practices.
All consolidation entries and intercompany eliminations relating to BSU within QIH's consolidated financial statements must be preserved, including consolidation workpapers, intercompany reconciliations, and any adjustments made at the consolidation level to BSU's reported results.
All materials underlying QIH's Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (filed with the SEC on February 21, 2026), as well as all prior periodic filings with the SEC for fiscal years 2023 and 2024, to the extent such materials relate to or reflect BSU's financial performance, operations, reserves, or commission income. This includes quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments thereto, as well as any supporting workpapers, backup schedules, or drafts of such filings.
(f) Internal Controls and Compliance Materials. All SOX compliance documentation, including process narratives, flowcharts, risk-and-control matrices, internal-controls testing workpapers, and control deficiency reports relating to BSU's revenue recognition processes, commission accounting processes, reserve estimation and recording processes, and financial close and reporting processes.
Internal audit reports, compliance reviews, risk assessments, and management action plans pertaining to BSU, including any findings, observations, or recommendations made by QIH's internal audit function or any third-party consultant engaged to assess BSU's operations or internal controls.
Ethics hotline reports, compliance complaints, whistleblower reports, and related investigation files pertaining to BSU or any BSU personnel, regardless of subject matter. This category excludes the specific complaint that is the subject of the current investigation, which is being maintained separately under the custody of the Audit Committee and Calderwood & Harkness LLP.
(g) Communications. All electronic mail (email) and attachments, instant messages, text messages (SMS and MMS), chat logs, and messages sent or received through any collaboration or messaging platform, including but not limited to Northgate Data Systems, Meridian Solutions, Meridian Services Inc., Signal, or any other platform used by QIH or BSU for business communications, among or involving the individuals listed on Schedule A to this Notice, to the extent such communications relate to any of the subject matters described in Sections 2.2(a) through 2.2(f) above.
All communications with any external party — including but not limited to brokers, retail agents, insurers, reinsurers, counterparties, policyholders, claimants, regulators, industry associations, rating agencies, and any other third party — concerning the subjects described in Sections 2.2(a) through 2.2(f) above.
All voicemail recordings, recorded telephone conversations, and written correspondence (including letters, memoranda, and facsimile transmissions) relating to the subjects described above.
(h) Personal Devices and Accounts. Documents and ESI stored on personal devices, including but not limited to personal mobile phones, personal tablets, personal laptops, home desktop computers, and portable storage media (USB drives, external hard drives), to the extent such devices have been used for QIH or BSU business purposes and contain documents or ESI relating to the subject matters described in Sections 2.2(a) through 2.2(g) above.
Documents and ESI stored in personal email accounts (including personal Northgate Software, Cascade Health IT, Ridgeline Technologies, or other personal email accounts), personal cloud storage accounts (including personal Larkspur Technologies, Hollowell Health IT, Meridian Systems, or Cobalt Ridge Systems accounts), and personal messaging accounts, to the extent such accounts have been used for QIH or BSU business purposes and contain documents or ESI relating to the subject matters described above.
Each custodian has an affirmative obligation to search personal devices and accounts for in-scope materials and to preserve all such materials. Custodians should not delete, remove, or modify any in-scope materials from personal devices or accounts. If a custodian has any concerns about the preservation of materials on personal devices or accounts, the custodian should contact the General Counsel or Calderwood & Harkness LLP immediately for guidance.
Section 3: Types of Materials Covered
The preservation obligation set forth in this Notice covers all forms of documents and ESI, regardless of format, medium of storage, or location. For the avoidance of doubt, the following types of materials are expressly included within the scope of this preservation obligation:
• Paper documents, including originals, copies, and duplicates, and handwritten notes, annotations, marginalia, calendars, day planners, desk calendars, and notebooks
• Electronic mail (email) and all attachments thereto, including email sent, received, or stored in QIH's and BSU's corporate email systems (including Hollowell Systems, Strathmore Data Systems, Ashgrove Software, or any other email system), archived email, and email stored in personal email accounts used for business purposes
• Word processing files (including Microsoft Word, Stonefield Health IT, and any other word processing format), spreadsheets (including Microsoft Excel, Stonefield Services Inc., and any other spreadsheet format), presentations (including Microsoft Northgate Services Inc., Pemberton Services Inc., and any other presentation format), and PDF documents (including Adobe Acrobat and any other PDF format)
• Databases, data extracts, data queries, structured data files, and reports generated from any database or enterprise system used by QIH or BSU
• Accounting system records, including general ledger data, sub-ledger data, journal entry data, trial balances, chart-of-accounts information, and any data stored in or generated from QIH's or BSU's enterprise resource planning ("ERP") systems, accounting software, or financial reporting tools
• Instant messages, text messages (SMS and MMS), chat logs, and messages from collaboration platforms (including Northgate Data Systems, Meridian Solutions, Meridian Services Inc., Signal, and any other messaging or collaboration platform used by QIH or BSU)
• Voicemail messages, call recordings, and any transcripts of voicemail messages or call recordings
• Metadata associated with any electronic files, including file creation dates, modification dates, access dates, author information, file paths, and any other system-generated metadata
• Backup tapes, archived data, disaster-recovery copies, and any other copies of data maintained for business continuity or disaster-recovery purposes
• Cloud-stored data, including any data stored in third-party software-as-a-service ("SaaS") platforms, infrastructure-as-a-service ("IaaS") platforms, or other cloud-based services used by QIH or BSU for any business purpose
• Social media content, including posts, messages, comments, and any other content published on or through social media platforms (including Westmark Health IT, Ashford Systems, Kestrel Services Inc., and any other platform) to the extent relating to QIH or BSU business
• Any drafts, prior versions, or superseded copies of any of the foregoing, including tracked-changes versions, redlined documents, and version-history data maintained by any document management system or collaboration platform
This list is illustrative and not exhaustive. If you possess, have custody of, or control any document or item of ESI that relates to the subject matters described in Section 2 but does not fall neatly within one of the categories listed above, you must preserve it and contact the General Counsel or Calderwood & Harkness LLP for further guidance.
Section 4: Suspension of Routine Document Destruction
Effective immediately upon receipt of this Notice, all routine document-retention policies, document-destruction schedules, auto-delete settings, and scheduled purges applicable to any in-scope materials are hereby suspended. This suspension applies without exception and remains in effect until this litigation hold is formally released in writing by the General Counsel or Calderwood & Harkness LLP.
This suspension includes, without limitation, the following:
• Automatic email deletion or archiving cycles, including any auto-delete rules, retention policies, or journaling configurations applied to corporate email accounts or shared mailboxes
• Scheduled destruction of paper files pursuant to QIH's Records Retention and Information Management Policy, BSU's local records-retention schedule, or any departmental records-retention procedures
• Backup tape rotation, overwriting, or recycling protocols, including any schedules for the destruction, degaussing, or reuse of backup media containing in-scope data
• Any auto-purge settings, message-retention policies, or data-lifecycle management configurations on collaboration platforms (including Northgate Data Systems and Meridian Solutions), messaging applications, voicemail systems, or any other communication or data-management system
• Any scheduled or ad hoc disposal, recycling, or shredding of paper documents, files, or records that may contain in-scope materials
The Information Technology departments of QIH and BSU are hereby directed to take immediate steps to disable any automated deletion features, retention-policy enforcement mechanisms, or data-lifecycle management configurations for the email accounts, user accounts, data repositories, shared drives, shared mailboxes, collaboration-platform workspaces, and any other systems or repositories used by or associated with all custodians identified on Schedule A to this Notice. The IT departments are further directed to preserve all backup tapes, archived data, and disaster-recovery copies that may contain in-scope materials and to suspend any scheduled rotation, overwriting, or destruction of such media.
Specific, detailed technical instructions for QIH's and BSU's Information Technology departments will follow in a separate technical directive. That directive is being prepared in coordination with Calderwood & Harkness LLP and Claridge Forensic Advisory LLC (principal contact: Daniel J. Petrov, Managing Director), located at 101 Park Avenue, 26th Floor, New York, NY 10178, which has been retained as QIH's proposed forensic accounting and electronic discovery advisor in connection with this matter. The IT departments should not await receipt of the separate technical directive before taking the immediate preservation steps described in this Section. Any questions from IT personnel regarding the implementation of this suspension should be directed to the General Counsel.
Section 5: Identified Custodians
The following individuals are the initial custodians subject to this litigation hold. Additional custodians may be identified as the internal review progresses, and supplemental notices will be issued to any newly identified custodians. If you are not listed below but have received this Notice, you are nonetheless subject to the preservation obligations described herein.
5.1 Primary Custodians — BSU (Subject Individuals)
5.2 Additional BSU Custodians
In addition to the Primary Custodians identified above, the following categories of BSU personnel are subject to this litigation hold:
• All direct reports to Garrett T. Lomax, Neil W. Stadler, and Rhonda M. Kessler, as reflected on the current BSU organizational chart. The names and titles of these individuals will be specified upon receipt of the current BSU organizational chart, which has been requested from BSU's Human Resources department. BSU currently has approximately 120 employees.
• All BSU underwriters, binder processors, and operations staff within the Commercial Property Division who were involved in the placement, binding, processing, or documentation of commercial property policies during the relevant period.
• All BSU accounting and finance staff responsible for commission-income recording, general-ledger entries, reserve accounting, financial close processes, or financial reporting during the relevant period.
• BSU's compliance officer, if any such position exists or existed during the relevant period, and any BSU personnel with compliance, risk management, or internal audit responsibilities.
5.3 QIH Corporate Custodians
In addition to the individuals listed above, the following categories of QIH corporate personnel are subject to this litigation hold:
• QIH internal audit personnel with audit responsibility for BSU or any aspect of BSU's operations, financial reporting, or internal controls.
• QIH corporate accounting and consolidation personnel involved in recording, consolidating, reviewing, or reporting BSU's financial results within QIH's consolidated financial statements.
• Any other QIH or BSU personnel identified by Calderwood & Harkness LLP through the course of the investigation. Supplemental notices will be issued to such individuals as they are identified.
5.4 Note Regarding Audit Committee Members
The following members of the Audit Committee of QIH's Board of Directors are not designated as custodians for purposes of this litigation hold at this time:
• Priya Subramaniam, Chair of the Audit Committee
• Thomas K. Driscoll, Member of the Audit Committee
• Angela F. Delvecchio, Member of the Audit Committee
Notwithstanding the foregoing, any documents or ESI in the possession, custody, or control of any Audit Committee member that relate to BSU's financial performance, operations, reserves, commission income, or any of the other subject matters described in Section 2 of this Notice should be preserved and should not be destroyed, deleted, discarded, altered, concealed, or transferred. The Audit Committee members are requested to preserve such materials pending further direction from Calderwood & Harkness LLP.
Section 6: Custodian Obligations and Acknowledgment
Each custodian who receives this Notice is required to take the following actions promptly and in good faith:
1. Read this Notice in its entirety immediately upon receipt. Each custodian must familiarize himself or herself with the scope of the preservation obligation, the types of materials covered, and the consequences of non-compliance described herein. If any portion of this Notice is unclear, the custodian must contact the General Counsel or Calderwood & Harkness LLP for clarification before taking any action with respect to potentially in-scope materials.
2. Identify and segregate all documents and ESI within the custodian's possession, custody, or control that fall within the scope described in Section 2. Each custodian must conduct a reasonable and diligent search of all locations where in-scope materials may be found, including corporate systems, shared drives, local hard drives, personal devices, personal accounts, desk files, file cabinets, storage boxes, and any other physical or electronic locations. In-scope materials should be segregated and maintained in a manner that ensures their continued preservation and accessibility.
3. Refrain from deleting, destroying, discarding, altering, concealing, or transferring any in-scope documents or ESI. This obligation is absolute and applies regardless of whether the custodian believes the materials to be duplicative, immaterial, or otherwise unnecessary. No in-scope materials may be deleted from any device, account, system, or repository. No paper documents within scope may be discarded, shredded, recycled, or otherwise disposed of.
4. Preserve all in-scope materials on personal devices and in personal accounts as described in Section 2.2(h). Each custodian must take affirmative steps to identify and preserve any in-scope materials that may exist on personal mobile phones, personal tablets, personal laptops, home computers, personal email accounts, personal cloud storage accounts, or any other personal device or account used for QIH or BSU business purposes.
5. Notify the General Counsel or Calderwood & Harkness LLP immediately if the custodian becomes aware that in-scope materials have been or are at risk of being destroyed, altered, lost, or compromised. This notification obligation applies regardless of how the custodian becomes aware of the risk, including if the custodian learns that another individual may have destroyed or is contemplating destroying in-scope materials.
6. Sign and return the Acknowledgment and Certification Form attached as Exhibit 1 to this Notice. The completed Acknowledgment and Certification Form must be returned to the General Counsel's office at the address set forth below within five (5) business days of the custodian's receipt of this Notice. Failure to return the completed form within the specified timeframe will be reported to the Audit Committee and may result in follow-up action.
7. Direct any questions regarding the scope of this hold, the preservation obligations, or any aspect of this Notice to the following individuals:
• Owen R. Hargrove, General Counsel & Secretary, Quorum Insurance Holdings Corp.
• Conrad Ashby, Responsible Partner, Calderwood & Harkness LLP
• Steven Hollander, Lead Associate, Calderwood & Harkness LLP
Contact information for these individuals is provided in Section 10 of this Notice. Custodians should not attempt to resolve ambiguities or questions regarding the scope of the preservation obligation on their own; instead, they should preserve potentially in-scope materials and seek guidance from the General Counsel or Calderwood & Harkness LLP.
Section 7: Confidentiality
This Notice, the existence of the internal review being conducted by Calderwood & Harkness LLP on behalf of the Audit Committee, and all facts, circumstances, and communications relating to the internal review are strictly confidential and are protected by the attorney-client privilege and the attorney work-product doctrine.
Recipients of this Notice must not discuss this Notice, its contents, the existence of the litigation hold, or the fact of the internal review with any person other than the following:
• Owen R. Hargrove, General Counsel & Secretary, Quorum Insurance Holdings Corp.
• Members of the Audit Committee of QIH's Board of Directors:
• Priya Subramaniam, Chair
• Thomas K. Driscoll
• Angela F. Delvecchio
• Attorneys at Calderwood & Harkness LLP identified as part of the engagement team:
• Conrad Ashby, Responsible Partner
• Victoria Chambers, Partner
• Steven Hollander, Lead Associate
• Jasmine Thornton, Working Associate
Recipients must not discuss this Notice with other custodians or with any other QIH or BSU employee, officer, director, or agent, except to the extent strictly necessary to comply with the preservation obligations described herein, and only after first consulting with the General Counsel to determine whether such communication is appropriate and permissible. Under no circumstances should custodians discuss the substance of the allegations under review, the scope of the investigation, or any facts or circumstances relating to the investigation with other custodians or any other individual not identified above.
This instruction regarding confidentiality is of particular importance given QIH's status as a Nasdaq-listed public company. Premature or unauthorized disclosure of the existence or substance of the internal review could adversely affect QIH's stock price, create additional regulatory complications (including potential violations of Regulation FD or the securities laws' prohibitions on insider trading), and compromise the integrity of the investigation. Any recipient who receives inquiries about the subjects addressed in this Notice from any person not authorized to receive this information — including from members of the press, securities analysts, shareholders, regulators, or other third parties — must decline to respond and must immediately notify the General Counsel.
Section 8: Consequences of Non-Compliance
QIH takes its document-preservation obligations with the utmost seriousness and expects full, prompt, and good-faith compliance from all recipients of this Notice. Failure to comply with the obligations set forth in this Notice may result in serious consequences, including the following:
• Disciplinary action, up to and including termination of employment. QIH reserves the right to impose any and all disciplinary measures available under its employment policies and applicable law against any custodian who fails to comply with this Notice, including written reprimand, suspension, demotion, or immediate termination of employment.
• Personal liability for spoliation of evidence. Individuals who destroy, alter, conceal, or fail to preserve relevant documents or ESI may be held personally liable for spoliation of evidence under applicable federal and state law. Such liability may include the payment of monetary damages, attorneys' fees, and costs.
• Adverse inferences drawn against QIH or the non-compliant individual. In any legal or regulatory proceeding, a court or tribunal may instruct a jury or factfinder to draw an adverse inference against QIH or the non-compliant individual — that is, to presume that destroyed or altered documents were unfavorable to QIH or the individual responsible for the destruction.
• Potential criminal liability for obstruction of justice or related offenses. As noted in Section 1, the destruction, alteration, or concealment of documents with the intent to obstruct, influence, or impede any federal investigation or proceeding is a criminal offense under 18 U.S.C. §§ 1519–1520 (Sarbanes-Oxley Act, Section 802) and other applicable federal and state criminal statutes. Violations may result in significant fines and imprisonment.
QIH will not hesitate to take appropriate action against any individual who fails to comply with this Notice, and the company will cooperate fully with any governmental authority investigating potential violations of applicable law.
Section 9: Duration of Hold
This litigation hold will remain in effect until it is formally released in writing by the General Counsel or Calderwood & Harkness LLP. No oral communication, informal statement, or passage of time shall be construed as a release of this hold. Only a written release, signed by the General Counsel or an authorized partner of Calderwood & Harkness LLP, will serve to terminate the obligations imposed by this Notice.
Custodians will be notified in writing when the hold is lifted. Until such written release is received, all preservation obligations described in this Notice remain in full force and effect, without exception.
The preservation obligations described in this Notice survive any change in the custodian's employment status with QIH or BSU. If a custodian separates from QIH or BSU for any reason — whether by resignation, termination, retirement, or otherwise — the custodian's preservation obligations continue in full force and effect with respect to all in-scope materials in the custodian's possession, custody, or control, including materials on personal devices and in personal accounts.
Any custodian who anticipates departing from QIH or BSU, or who receives notice of termination, must immediately contact the General Counsel to coordinate the preservation and transfer of in-scope materials prior to separation. Departing employees must not remove, delete, destroy, alter, or transfer any in-scope materials from QIH's or BSU's systems, and must cooperate with the General Counsel and Calderwood & Harkness LLP to ensure that all in-scope materials are preserved and accessible.
QIH will issue periodic reminders of this litigation hold to all custodians to ensure continuing compliance. Custodians are expected to maintain their preservation efforts on an ongoing basis and are not entitled to assume that the hold has been lifted merely because a period of time has passed since the issuance of this Notice or any prior reminder.
Section 10: Contact Information for Questions
All questions regarding the scope of this litigation hold, the preservation obligations described herein, or any aspect of this Notice should be directed to the following individuals:
Owen R. Hargrove General Counsel & Secretary Quorum Insurance Holdings Corp. 400 Atlantic Street, Suite 3200 Stamford, CT 06901
Conrad Ashby Responsible Partner Calderwood & Harkness LLP 1221 Avenue of the Americas, 38th Floor New York, NY 10020 New York Bar Registration No. 4417892
Steven Hollander Lead Associate Calderwood & Harkness LLP 1221 Avenue of the Americas, 38th Floor New York, NY 10020 New York Bar Registration No. 5681234
Jasmine Thornton Working Associate Calderwood & Harkness LLP One Constitution Plaza, Suite 1400 Hartford, CT 06103 Connecticut Bar Registration No. 439772
Custodians are encouraged to contact the General Counsel or Calderwood & Harkness LLP promptly with any questions or concerns. It is far better to ask a question and receive guidance than to make an assumption that results in the loss or destruction of relevant materials.
This Notice has been prepared by Calderwood & Harkness LLP at the direction of the Audit Committee of the Board of Directors of Quorum Insurance Holdings Corp. and is intended for issuance by Owen R. Hargrove, General Counsel & Secretary, Quorum Insurance Holdings Corp.
EXHIBIT 1
CUSTODIAN ACKNOWLEDGMENT AND CERTIFICATION
DOCUMENT PRESERVATION AND LITIGATION HOLD
Matter No. 1025-00010
PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGE / ATTORNEY WORK PRODUCT
Custodian Name (Printed): ____________
Title: ____________
Department: ____________
Entity: Quorum Insurance Holdings Corp. (QIH) Ashgrove Equity Partners Specialty Underwriting, Inc. (BSU)
Office Location: ____________
Certification. By signing below, I certify and acknowledge the following:
1. I have read and understand the Document Preservation and Litigation Hold Notice dated ____ (the "Notice"), which was issued by Owen R. Hargrove, General Counsel & Secretary, Quorum Insurance Holdings Corp., in connection with Matter No. 1025-00010.
2. I will comply fully with all obligations described in the Notice, including but not limited to the obligation to preserve all documents and electronically stored information ("ESI") within the scope of the Notice, the obligation to refrain from deleting, destroying, discarding, altering, concealing, or transferring any in-scope materials, and the obligation to maintain the confidentiality of the Notice and the internal review described therein.
3. I have taken steps to identify and preserve all documents and ESI within my possession, custody, or control that fall within the scope of the Notice, including materials on corporate systems, personal devices, and personal accounts used for business purposes.
4. I am not aware of any destruction, loss, or alteration of in-scope documents or ESI, except as described below:
________________________________________
________________________________________
________________________________________
(If none, write "None.")
5. I will promptly notify the General Counsel or Calderwood & Harkness LLP if I become aware of any actual or threatened destruction, loss, alteration, or compromise of in-scope materials, whether involving my own materials or materials in the possession of any other person.
________________________________________
Signature
________________________________________
Printed Name
________________________________________
Date
RETURN INSTRUCTIONS: Return this completed and signed form to Owen R. Hargrove, General Counsel & Secretary, Quorum Insurance Holdings Corp., 400 Atlantic Street, Suite 3200, Stamford, CT 06901, within five (5) business days of receipt of the Notice. This form may be returned in hard copy, by email scan, or by secure electronic transmission, as directed by the General Counsel's office.
SCHEDULE A
CUSTODIAN LIST
DOCUMENT PRESERVATION AND LITIGATION HOLD
Matter No. 1025-00010
PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGE / ATTORNEY WORK PRODUCT
This Schedule will be supplemented as additional custodians are identified by Calderwood & Harkness LLP in the course of the investigation. Supplemental notices will be issued to any newly identified custodians. This Schedule is current as of the date of initial issuance of the Notice.
Primary Custodians — BSU (Subject Individuals)
QIH Corporate Custodians
Additional BSU Custodians (To Be Specified)
Additional QIH Corporate Custodians (To Be Specified)
Audit Committee Members (Non-Custodian Preservation Request)
The following individuals are not designated as custodians for purposes of this litigation hold at this time but are requested to preserve any documents in their possession relating to BSU's financial performance:
Prepared by Calderwood & Harkness LLP, Matter No. 1025-00010. This Schedule is subject to supplementation and revision. All rights reserved. Privileged and Confidential.
| Name | Title | Office Location | ||
| Garrett T. Lomax | President, Ashgrove Equity Partners Specialty Underwriting, Inc. | 55 Elm Street, 8th Floor, Hartford, CT 06103 | ||
| Neil W. Stadler | Senior Vice President, Commercial Property Division, BSU | 55 Elm Street, 8th Floor, Hartford, CT 06103 | ||
| Rhonda M. Kessler | Vice President, Finance & Operations, BSU | 55 Elm Street, 8th Floor, Hartford, CT 06103 | ||
| Name | Title | Office Location | ||
| Marcus P. Galvin | Chief Executive Officer, QIH | 400 Atlantic Street, Suite 3200, Stamford, CT 06901 | ||
| Denise R. Nakamura | Chief Financial Officer, QIH | 400 Atlantic Street, Suite 3200, Stamford, CT 06901 | ||
| Owen R. Hargrove | General Counsel & Secretary, QIH | 400 Atlantic Street, Suite 3200, Stamford, CT 06901 | ||
| Name | Title | Entity | Office Address | Status |
| Garrett T. Lomax | President, Ashgrove Equity Partners Specialty Underwriting, Inc. | BSU | 55 Elm Street, 8th Floor, Hartford, CT 06103 | Primary |
| Neil W. Stadler | SVP, Commercial Property Division | BSU | 55 Elm Street, 8th Floor, Hartford, CT 06103 | Primary |
| Rhonda M. Kessler | VP, Finance & Operations | BSU | 55 Elm Street, 8th Floor, Hartford, CT 06103 | Primary |
| Name | Title | Entity | Office Address | Status |
| Marcus P. Galvin | Chief Executive Officer | QIH | 400 Atlantic Street, Suite 3200, Stamford, CT 06901 | Primary |
| Denise R. Nakamura | Chief Financial Officer | QIH | 400 Atlantic Street, Suite 3200, Stamford, CT 06901 | Primary |
| Owen R. Hargrove | General Counsel & Secretary | QIH | 400 Atlantic Street, Suite 3200, Stamford, CT 06901 | Primary |
| Name | Title | Entity | Office Address | Status |
| [To be identified — All direct reports to G. Lomax, N. Stadler, and R. Kessler] | [Various] | BSU | 55 Elm Street, 8th Floor, Hartford, CT 06103 | Additional |
| [To be identified — Commercial Property Division underwriters, binder processors, and operations staff] | [Various] | BSU | 55 Elm Street, 8th Floor, Hartford, CT 06103 | Additional |
| [To be identified — BSU accounting and finance staff (commission income, general ledger, reserve accounting)] | [Various] | BSU | 55 Elm Street, 8th Floor, Hartford, CT 06103 | Additional |
| [To be identified — BSU compliance officer, if applicable] | [If applicable] | BSU | 55 Elm Street, 8th Floor, Hartford, CT 06103 | Additional |
| Name | Title | Entity | Office Address | Status |
| [To be identified — QIH internal audit personnel with BSU responsibility] | [Various] | QIH | 400 Atlantic Street, Suite 3200, Stamford, CT 06901 | Additional |
| [To be identified — QIH corporate accounting and consolidation personnel] | [Various] | QIH | 400 Atlantic Street, Suite 3200, Stamford, CT 06901 | Additional |
| [To be identified — Other QIH or BSU personnel identified by Calderwood & Harkness LLP] | [Various] | QIH / BSU | [Various] | Additional |
| Name | Role | Status |
| Priya Subramaniam | Chair, Audit Committee, QIH Board of Directors | Non-Custodian — Preservation Requested |
| Thomas K. Driscoll | Member, Audit Committee, QIH Board of Directors | Non-Custodian — Preservation Requested |
| Angela F. Delvecchio | Member, Audit Committee, QIH Board of Directors | Non-Custodian — Preservation Requested |