Contract analysis

I. Meeting Logistics Meeting Date and Time: Tuesday, May 14, 2024, at 10:00 a.m. Central Time Location: Calderwood & Harkness LLP, Chicago Office — One North Wacker Drive, Suite 4200, Chicago, IL 60606, Conference Room 42-A. Committee members unable to attend in person may participate via secure videoconference (link and dial-in credentials distributed separately via encrypted email on May 13, 2024). Attendees: • Law

II. Agenda The following agenda will govern the proceedings of the Conflicts Committee meeting on May 14, 2024. The Committee Chair reserves the right to modify the order of items or allocate additional time as the discussion warrants.

1. Call to Order — Lawrence Keating, Committee Chair

2. Summary of Proposed New Matter (Matter No. 1031-00001) — Rachel Bernstein, Partner, Privacy & Data Security

3. Summary of Existing Client Engagement (Matter No. 1031-00001) — Jonathan Mercer, Partner, intellectual Property / Patent Litigation

4. Presentation of Conflicts Search Results (Round 1 and Round 2) — Colleen Farrow, Director, Conflicts & New Business

5. Review of Party Relationship Chart — Colleen Farrow

6. Discussion of Applicable Ethical Rules (Illinois Rules of Professional Conduct 1.7, 1.9, 1.10) — Helen Drazkowski, General Counsel

7. Financial Considerations — Colleen Farrow

8. Assessment of Waivability — Open Discussion (All Committee Members)

9. Committee Determination and Vote — Lawrence Keating, presiding

10. Next Steps and Action Items — Lawrence Keating / Colleen Farrow

11. Adjournment Committee members are asked to review all Supporting Materials (Materials A through F) and Attachments (A through H) in advance of the meeting. Questions or preliminary observations may be directed to Colleen Farrow at cfarrow@calderwoodharkness.com prior to the meeting.

III. Supporting Material A: Summary of Proposed New Matter — Matter No. 1031-00001 A. Prospective Client Information Full Legal Name: Metropolitan Transit Development Corp. ("MTDC" or "Metro Transit") Entity Type: Unit of local government; special-purpose transit authority organized and existing under the Illinois Local Mass Transit District Act, 70 ILCS 3610/0.01 et seq. Headquarters: 550 West Harrison Street, Suite

1. Defense of Civil Investigative Demand. Defense and response to the Civil Investigative Demand ("CID") issued by the Illinois Attorney General's Bureau of Civil Rights on April 22, 2024 (CID Ref. No. CRB-2024-0417). The CID alleges that MTDC's deployment and ongoing use of a biometric workforce-management platform—specifically, Pinnacle's TruScan 360—violated the Illinois Biometric Information Privacy Act ("BIPA"),

2. Defense of Putative Employee Class Action. Defense of a putative employee class action filed on April 29, 2024, in the Circuit Court of Cook County, Chancery Division (Case No. 2024-CH-04417), by a class of approximately 12,400 current and former MTDC employees. The complaint alleges violations of BIPA Sections 15(a), 15(b), and 15(d), as well as related state-law privacy and employment claims. Class counsel for t

3. Biometric Data Remediation Advisory. Advice and counsel to MTDC on the remediation of its biometric-data collection, storage, retention, and dissemination practices to achieve compliance with BIPA and PIPA on a going-forward basis, including assessment of alternative workforce-management technologies.

4. Cross-Claims and Indemnification Against Technology Vendors. Potential assertion of cross-claims and indemnification demands against MTDC's biometric technology vendors, including and principally Pinnacle Workforce Analytics, Inc., under the Master Software License and Services Agreement dated June 15, 2021 (the "MSLA"). The MSLA contains vendor representations and warranties concerning regulatory compliance, inde

5. Employment Counseling. Related employment counseling concerning MTDC's workforce-monitoring policies, including review and revision of employee handbooks, consent protocols, and collective bargaining agreement implications for represented employees. D. Adverse Parties in Proposed Engagement The following parties have been identified as adverse to MTDC in connection with the proposed engagement: • Illinois Attorney

IV. Supporting Material B: Summary of Existing Client Engagement — Matter No. 1031-00001 A. Existing Client Information Full Legal Name: Pinnacle Workforce Analytics, Inc. ("Pinnacle") Entity Type: Corporation; incorporated under the laws of the State of Delaware; principal place of business and headquarters located at 11900 Sunrise Valley Drive, Suite 500, Reston, VA 20191. Delaware Registered Agent: Cobalt Ridge Te

V. Supporting Material C: Party Relationship Chart The following chart illustrates the relationships among the principal parties relevant to the conflicts analysis. The Committee should note that the TruScan 360 biometric platform is the common nexus connecting the existing and proposed engagements, and that Pinnacle Workforce Analytics, Inc. sits on both sides of the firm's proposed and existing representations. Tab

VI. Supporting Material D: Applicable Ethical Rules The following discussion of applicable ethical rules has been prepared by Helen Drazkowski, General Counsel, for the Committee's consideration. A more detailed analysis is set forth in the Draft Conflicts Committee Analysis Memorandum (see Attachment G). A. Illinois Rule of Professional Conduct 1.7 — Conflict of Interest: Current Clients Illinois Rule of Professiona

1. Direct Adversity Under Rule 1.7(a)(1): Representing MTDC in the BIPA proceedings would require the firm to argue, at a minimum, that TruScan 360's biometric-data practices—as deployed by MTDC—violated BIPA, or alternatively, that any such violations were attributable to Pinnacle as the technology vendor rather than to MTDC as the deploying entity. Either position is directly adverse to Pinnacle. In the patent-enfo

2. Material Limitation Under Rule 1.7(a)(2): The firm's obligations to Pinnacle—including the duty of loyalty and the duty to preserve Pinnacle's confidential information—would create a significant risk that the firm's representation of MTDC would be materially limited. The firm's possession of Pinnacle's confidential technical specifications, source-code architecture summaries, data-flow diagrams, biometric-data ret

3. Waivability Under Rule 1.7(b): The central question for the Committee is whether the conflict is waivable—that is, whether a reasonable lawyer could conclude that competent and diligent representation of both MTDC and Pinnacle is possible, notwithstanding the conflict. The General Counsel's preliminary assessment is that waiver is not available for the following reasons: (a) The legal positions required in the two

4. Imputation Under Rule 1.10: Mercer's conflict is imputed to the entire firm. The lateral-screening exception under Rule 1.10(d) is inapplicable because the conflict arises from a current partner's ongoing representation, not from a lateral hire's prior representation at another firm. The imputation is firm-wide and cannot be cured by an ethical screen.

VII. Supporting Material E: Financial Parameters The following financial data are presented to provide the Committee with a complete picture of the economic implications of the conflicts determination. The Committee is reminded that financial considerations, while relevant to firm management and the assessment of business impact, do not govern the ethical analysis. The determination must be based on the applicable Il

VIII. Supporting Material F: Conflicts Search Results — Summary A. Round 1 — Initial Search (May 9, 2024) Date of Search: May 9, 2024 Search Conducted By: Colleen Farrow, Director, Conflicts & New Business; assisted by Senior Conflicts Analyst Margaret Chen. Databases Searched: All Calderwood & Harkness firm databases, including the Ridgeway Health IT module, the master client/matter database, the billing system (Bea

IX. Questions for Committee Determination The Conflicts Committee is asked to consider and make formal determinations with respect to the following questions:

1. Direct Adversity. Does the proposed MTDC engagement (Matter No. 1031-00001) create a concurrent conflict of interest under Illinois Rule of Professional Conduct 1.7(a)(1) by virtue of direct adversity to the firm's existing client, Pinnacle Workforce Analytics, Inc. (Matter No. 1031-00001)?

2. Material Limitation. Does the proposed MTDC engagement create a concurrent conflict of interest under Illinois Rule of Professional Conduct 1.7(a)(2) by virtue of a significant risk that the firm's representation of MTDC would be materially limited by the firm's obligations to Pinnacle and by the firm's possession of Pinnacle's confidential information regarding TruScan 360?

3. Waivability. If a conflict exists under Rule 1.7(a)(1) or (a)(2), or both, is the conflict waivable under Illinois Rule of Professional Conduct 1.7(b)? In particular, the Committee should address: (a) Whether a reasonable lawyer can conclude that competent and diligent representation of both MTDC and Pinnacle is possible, given the diametrically opposed legal positions the firm would be required to take with respe

4. Declination. If the Committee determines that the conflict is unwaivable, should the firm decline the proposed MTDC engagement (Matter No. 1031-00001)?

5. Post-Declination Steps. If the engagement is declined, what steps should be taken regarding notification to MTDC, referral of MTDC to qualified alternative counsel, documentation of the declination, and preservation of the firm's obligations to Pinnacle?

X. Recommended Next Steps (Pending Committee Determination) The following action items are recommended for implementation based on the anticipated outcome of the Committee's deliberations. Final action items will be confirmed following the Committee's formal vote. If the Committee Determines That the Conflict Is Unwaivable and Directs Declination of the MTDC Engagement:

1. Internal Declination Memorandum. Rachel Bernstein will prepare an internal declination memorandum documenting the basis for the firm's decision to decline the proposed engagement, for inclusion in the firm's conflicts files.

2. Declination Letter to MTDC. Rachel Bernstein will prepare a draft declination letter addressed to Terrence Whitfield, General Counsel of MTDC, for review and approval by Helen Drazkowski prior to transmission. The declination letter must not reveal the identity of the existing client (Pinnacle) or the nature of the existing engagement. The letter should be limited to stating that the firm has identified an unwaiva

3. Referral to Alternative Counsel. Rachel Bernstein, in consultation with Colleen Farrow, will identify and recommend to MTDC qualified alternative counsel with substantial experience in BIPA defense and biometric-information privacy law. Recommended referral candidates should be firms with no conflicts involving Pinnacle.

4. Confirmation to Pinnacle Engagement Partner. Helen Drazkowski will provide written confirmation to Jonathan Mercer that no Pinnacle confidential information was disclosed to the proposed MTDC engagement team (Rachel Bernstein, Miriam Calloway, Devon Archer, or Nadia Petrov) at any time during the intake and conflicts-review process. Jonathan Mercer will be asked to confirm receipt and to advise whether any notific

5. Conflicts Database Update. Colleen Farrow will update the firm's conflicts database to record MTDC (Metropolitan Transit Development Corp.) as a declined prospective client, with a cross-reference to Pinnacle Matter No. 1031-00001 and a notation that the declination was based on an unwaivable concurrent-client conflict under Illinois Rules of Professional Conduct 1.7 and 1.10.

6. Matter Closure. Colleen Farrow will process Matter No. 1031-00001 through the firm's standard matter-closure procedures, confirming zero billings, zero disbursements, and no active work product or client files requiring transfer or retention beyond the intake and conflicts-review documentation, which will be retained in the firm's conflicts files in accordance with the firm's records-retention policy.

7. Notification to Referring Counsel. Subject to MTDC's consent, Rachel Bernstein may contact Constance Hargrove of Hargrove, Tillman & Reese LLP to advise that the firm was unable to accept the engagement and that MTDC has been provided with referrals to alternative counsel. No confidential information regarding the nature of the conflict will be disclosed to Ms. Hargrove.

XI. Attachments List The following documents are attached to this agenda package and should be reviewed by all Committee members in advance of the May 14, 2024 meeting: All attachments are designated CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED / ATTORNEY WORK PRODUCT and are subject to the same distribution restrictions as this agenda package. Committee members who require hard copies of any attachment should contact C