Contract analysis

I. PREAMBLE AND AUTHORITY The Conflicts Committee (the "Committee") of Calderwood & Harkness LLP (the "Firm") convened a duly noticed special meeting on May 14, 2024, at 10:00 a.m. Central Time, in Conference Room 42-A of the Firm's Chicago office, located at One North Wacker Drive, Suite 4200, Chicago, Illinois 60606, to consider the proposed engagement designated as Matter No. 1031-00001 (the "Proposed Engagement")

II. IDENTIFICATION OF THE PROPOSED ENGAGEMENT (MATTER NO. 1031-00001) A. Prospective Client The prospective client is Metropolitan Transit Development Corp. ("MTDC"), a unit of local government and special-purpose transit authority organized and existing under the Illinois Local Mass Transit District Act (70 ILCS 3610/1 et seq.), with its principal offices located at 550 West Harrison Street, Suite 1400, Chicago, Ill

1. Defense of Civil Investigative Demand. MTDC seeks representation in connection with a Civil Investigative Demand ("CID") issued by the Illinois Attorney General's Bureau of Civil Rights on April 22, 2024, bearing reference number CRB-2024-0417 (the "AG CID"). The AG CID alleges potential violations of the Illinois Biometric Information Privacy Act ("BIPA"), 740 ILCS 14/1 et seq., and the Illinois Personal Informat

2. Defense of Putative Employee Class Action. MTDC further seeks representation in connection with a putative employee class action filed on April 29, 2024, in the Circuit Court of Cook County, Chancery Division, captioned Williams et al. v. Metropolitan Transit Development Corp., Case No. 2024-CH-04417 (the "Class Action"). The Class Action is brought on behalf of approximately 12,400 current and former MTDC employe

3. Remediation Advisory Services. MTDC seeks advice on the remediation of its biometric-data collection, storage, and dissemination practices, including the development of compliant notice-and-consent procedures, data-retention and data-destruction protocols, and revised workforce-monitoring policies to conform to BIPA and PIPA requirements.

4. Cross-Claims and Indemnification Proceedings. MTDC anticipates asserting cross-claims and indemnification demands against its technology vendors, including, in particular, Pinnacle Workforce Analytics, Inc. ("Pinnacle"), the developer and licensor of the biometric workforce-management platform at issue. Such claims would be asserted under the terms of the Master Software License and Services Agreement between MTDC

5. Related Employment Counseling. MTDC seeks related employment counseling concerning its workforce-monitoring policies, including guidance on the intersection of BIPA compliance with collective bargaining agreements applicable to MTDC's unionized workforce. The Committee notes that MTDC's existing outside litigation counsel, Hargrove, Tillman & Reese LLP (Constance Hargrove, lead partner), referred MTDC to Calderwoo

III. IDENTIFICATION OF THE EXISTING CLIENT ENGAGEMENT (MATTER NO. 1031-00001) A. Existing Client The existing client is Pinnacle Workforce Analytics, Inc. ("Pinnacle"), a corporation organized under the laws of the State of Delaware, with its principal offices located at 11900 Sunrise Valley Drive, Suite 500, Reston, Virginia 20191. Pinnacle's Employer Identification Number is 54-2198437. Pinnacle's registered agent

1. Contractual Relationship. Pinnacle sold and deployed TruScan 360 to MTDC pursuant to a Master Software License and Services Agreement ("MSLA") dated June 15, 2021, with a five-year initial term running from June 15, 2021 through June 14, 2026, and an optional three-year renewal term at MTDC's election. The total contract value of the MSLA is $8,700,000 ($1,740,000 per year), covering software licensing fees, imple

2. Pinnacle as Named Responsible Party. Pinnacle is identified as a "responsible party" in the AG CID (Ref. No. CRB-2024-0417). Rachel Bernstein informed the Committee that, based on her review of the AG CID and discussions with Constance Hargrove of Hargrove, Tillman & Reese LLP, the Illinois Attorney General has indicated that it may name Pinnacle as a co-respondent in any enforcement action arising from the AG CID

3. Anticipated Cross-Claims and Indemnification Demands. MTDC's litigation strategy, as described by Terrence Whitfield to Rachel Bernstein during the May 6, 2024 intake call, contemplates the assertion of cross-claims and indemnification demands against Pinnacle under the MSLA and under common-law contribution and indemnification theories. These cross-claims would seek to shift liability for the BIPA violations alle

4. Irreconcilable Legal Positions. The Proposed Engagement would require the Firm to argue, on MTDC's behalf, that TruScan 360's biometric-data collection, storage, and dissemination practices violate BIPA — specifically, that TruScan 360's methods of capturing, processing, and retaining fingerprint, facial-geometry, and iris-scan data fail to comply with BIPA's notice, consent, data-retention, and data-destruction r

IV. CONFLICTS ANALYSIS A. Illinois Rule of Professional Conduct 1.7(a)(1) — Direct Adversity Illinois Rule of Professional Conduct 1.7(a)(1) provides that a lawyer shall not represent a client if the representation involves a concurrent conflict of interest, which exists if "the representation of one client will be directly adverse to another client." Ill. R. Prof'l Conduct 1.7(a)(1). The Committee finds that the rep

V. FINANCIAL CONSIDERATIONS The Committee has considered the financial implications of declining the Proposed Engagement: • Estimated foregone fees from declining the Proposed Engagement: $3,500,000 to $5,200,000, representing the Firm's preliminary estimate of total fees over the projected 18- to 24-month engagement period. • Annual billings from Pinnacle (FY 2023 actual): $2,137,500, with FY 2024 billings projected

VI. DETERMINATION AND DIRECTIVES A. Formal Determination Based upon the foregoing analysis, and having considered all materials submitted in connection with the intake of Matter No. 1031-00001, the presentations of Rachel Bernstein and Jonathan Mercer, the ethics analysis memorandum of Nadia Petrov, and such other information as the Committee deemed relevant, the Conflicts Committee hereby unanimously determines that

1. The proposed engagement of Metropolitan Transit Development Corp. (Matter No. 1031-00001) presents an unwaivable conflict of interest with the Firm's existing representation of Pinnacle Workforce Analytics, Inc. (Matter No. 1031-00001) under Illinois Rules of Professional Conduct 1.7(a)(1) (direct adversity), 1.7(a)(2) (material limitation), and 1.7(b) (waivability);

2. The conflict cannot be cured by informed consent, screening, or any other remedial measure available under the Illinois Rules of Professional Conduct; and

3. The proposed engagement of Metropolitan Transit Development Corp. (Matter No. 1031-00001) is hereby declined. B. Directives. The Committee issues the following directives, each of which shall be implemented promptly and in accordance with the timelines specified below:

1. Notification to Prospective Client. Rachel Bernstein shall notify MTDC General Counsel Terrence Whitfield of the declination of the Proposed Engagement in writing no later than May 16, 2024. The declination letter shall be drafted in appropriately general terms, stating that the Firm has identified a conflict of interest that prevents the Firm from accepting the engagement. The declination letter shall not reveal

2. Referral to Alternative Counsel. In connection with the declination notification, Rachel Bernstein shall provide MTDC with referrals to qualified alternative counsel possessing recognized expertise in BIPA litigation and compliance and having no conflicts of interest with respect to the MTDC matter. The Committee specifically identifies the following firms as appropriate referrals: • Aldridge, Paulson & Cho LLP (V

3. Confirmation of No Attorney-Client Relationship. The declination letter shall expressly confirm that no attorney-client relationship was formed between Calderwood & Harkness LLP and Metropolitan Transit Development Corp. at any point during the intake process. The letter shall further confirm that the Firm did not receive any substantive confidential information from MTDC during the intake process and that the Fir

4. Protection of Pinnacle Confidential Information. Colleen Farrow, in consultation with Jonathan Mercer, shall conduct a review and provide written confirmation, no later than May 17, 2024, that no confidential information belonging to Pinnacle was disclosed, directly or indirectly, to any member of the proposed MTDC engagement team (Rachel Bernstein, Miriam Calloway, Devon Archer, or Nadia Petrov) during the intake

5. Matter Closure. Colleen Farrow shall process the closure of Matter No. 1031-00001 in all Firm systems — including the Firm's matter-management system, billing system, conflicts database, and document-management system — no later than May 17, 2024. The reason for closure shall be recorded as: "Conflicts Declination — Unwaivable Current-Client Conflict (Conflicts Committee Resolution dated May 14, 2024)." The matter

6. Conflicts Database Update. Colleen Farrow shall update the Firm's conflicts database no later than May 17, 2024, to reflect the following: • MTDC is recorded as a declined prospective client; • The nature of the conflict is recorded as an unwaivable concurrent conflict under Rules 1.7(a)(1), 1.7(a)(2), and 1.7(b); • A cross-reference to Pinnacle Matter No. 1031-00001 is added to the MTDC entry; and • A reciprocal

7. Document Retention. All internal work product generated during the intake process for Matter No. 1031-00001 — including, without limitation, the Round 1 and Round 2 conflicts search reports, the ethics analysis memorandum prepared by Nadia Petrov, all internal correspondence and memoranda related to the intake, the minutes of this Committee meeting, and this Resolution — shall be retained in accordance with the Fi

8. Notification to Pinnacle Engagement Partner. Colleen Farrow shall provide Jonathan Mercer with written confirmation, no later than May 17, 2024, that the conflicting matter (Matter No. 1031-00001) has been declined and closed, and that Pinnacle's confidential information was protected throughout the intake process. This notification shall not disclose the identity of the declined prospective client (MTDC) or the n

9. Quarterly Reporting. This matter shall be included in the Conflicts Committee's Q2 2024 quarterly report to the Management Committee, as required by Section 6.2 of the Firm's Conflicts of Interest Policy. The broader-distribution version of the quarterly report, which is circulated to all partners, shall reference the declination by Matter Number (1031-00001) and the general nature of the conflict (unwaivable curr

VII. CERTIFICATION OF UNANIMITY The undersigned hereby certifies that the determination set forth in this Resolution was reached unanimously by all voting members of the Conflicts Committee present at the special meeting held on May 14, 2024. The concurring voting members are:

1. Lawrence Keating, Senior Partner and Chair, Conflicts Committee;

2. Helen Drazkowski, General Counsel of Calderwood & Harkness LLP. The Committee notes for the record that Rachel Bernstein (Partner, Privacy & Data Security) and Jonathan Mercer (Partner, intellectual Property / Patent Litigation) attended the meeting as non-voting participants to provide factual information regarding, respectively, the Proposed Engagement and the existing client relationship. Neither Ms. Bernstein

VIII. SIGNATURE This Resolution is adopted and executed as of the date first set forth above. CALDERWOOD & HARKNESS LLP CONFLICTS COMMITTEE By: ________ Name: Lawrence Keating Title: Senior Partner and Chair, Conflicts Committee Date: May 14, 2024 NOTICE: This Resolution is an internal privileged document of Calderwood & Harkness LLP, prepared by and at the direction of the Firm's General Counsel in connection with t