Contract analysis

I. Purpose This memorandum documents the updates made to Calderwood & Harkness LLP's firm-wide conflicts database (the "Conflicts Database") on May 23, 2024, following the formal declination and closure of Matter No. 1031-00001. The updates are made in accordance with the firm's Conflicts Policies and Procedures Manual (rev. January 2024) and the standing directives of the Conflicts Committee. Specifically, the datab

1. Record Metropolitan Transit Development Corp. ("MTDC") as a declined prospective client in the Conflicts Database, ensuring that MTDC's identifying information — including its full legal name, short names and aliases, employer identification number, principal address, and key personnel — is captured and indexed for future search purposes.

2. Memorialize the nature and basis of the conflict that gave rise to the declination, including the determination by the Conflicts Committee that the conflict is unwaivable under Illinois Rules of Professional Conduct 1.7(a)(1) (direct adversity) and 1.7(a)(2) (material limitation), such that consent from the affected parties could not cure the conflict.

3. Establish cross-references between the MTDC declined-engagement record (Matter No. 1031-00001) and the existing client engagement for Pinnacle Workforce Analytics, Inc. ("Pinnacle") under Matter No. 1031-00001, which gave rise to the conflict.

4. Catalog all related parties, adverse parties, and third parties identified during the conflicts-checking process so that future conflicts searches involving any of these entities or individuals will surface this record and the associated cross-references.

5. Serve as the permanent administrative record for the database entry, providing a comprehensive narrative of the facts, procedural history, and ethical analysis underlying the declination, and ensuring that future conflicts analysts, reviewing attorneys, and members of the Conflicts Committee have ready access to the complete factual and procedural record. This memorandum should be read in conjunction with the foll

II. Background Summary A. Proposed Engagement (Matter No. 1031-00001) On May 9, 2024, a new-matter intake was opened in the firm's conflicts and new-business system at the request of Rachel Bernstein, Partner, Privacy & Data Security, who is resident in the firm's Chicago office located at One North Wacker Drive, Suite 4200, Chicago, Illinois 60606. The intake was assigned Matter No. 1031-00001. Prospective Client. T

III. Database Updates Implemented The following updates were implemented in the Conflicts Database on May 23, 2024. Each subsection below corresponds to a discrete category of database entries and modifications. All entries were made by the undersigned, reviewed by conflicts analyst Marcus Dalton, and verified for completeness and accuracy prior to finalization. A. New Record: Metropolitan Transit Development Corp. (

IV. Financial Summary for Database Record The following financial data have been recorded in the Conflicts Database in connection with Matter No. 1031-00001: Matter No. 1031-00001 — Financial Status at Closure: No attorney time was billed to Matter No. 1031-00001 at any point during the intake process. The Conflicts Committee review and all related administrative activities (conflicts searches, ethics analysis, commi

V. Applicable Ethics Rules Noted in Database The following ethics-rule references have been recorded in the Conflicts Database as part of the record for Matter No. 1031-00001, in order to document the legal basis for the declination and to facilitate future analysis in the event of related conflicts issues: Illinois Rules of Professional Conduct, Rule 1.7 — Conflict of Interest: Current Clients. • Rule 1.7(a)(1) — Di

VI. Instructions for Future Conflicts Searches The following standing instructions are recorded in the Conflicts Database and shall govern the handling of future conflicts searches that return matches to any of the parties or subject matter documented in this memorandum:

1. Flagging Requirement. Any conflicts search that returns a match on any of the following names, entities, or terms must be flagged by the reviewing conflicts analyst for heightened review: Metropolitan Transit Development Corp.; MTDC; Metro Transit; Terrence Whitfield; Lucia Marchetti; Darnell Okafor; Pinnacle Workforce Analytics, Inc.; Pinnacle; TruScan 360; Gregory Harmon; Sandra Yee; or any of the related partie

2. Consultation Requirement. If a future proposed engagement involves MTDC or Pinnacle in any capacity — whether as a prospective client, an adverse party, a co-party, a third-party witness, a vendor, or otherwise — the reviewing conflicts analyst must consult this memorandum and the Conflicts Committee Resolution dated May 14, 2024, before proceeding with the conflicts-clearance process. The analyst must ensure that

3. Escalation Requirement. Any questions regarding the sensitivity of this record, the scope of the underlying conflict, or the applicability of this memorandum to a new proposed engagement should be directed promptly to the Director of Conflicts & New Business (currently Colleen Farrow) or the firm's General Counsel (currently Helen Drazkowski). Under no circumstances should a new engagement involving MTDC or Pinnac

4. Ongoing Monitoring. The Conflicts & New Business Department will monitor publicly available developments in the MTDC CID investigation (CID Ref. No. CRB-2024-0417) and the class action (Davis et al. v. Metropolitan Transit Development Corp., Case No. 2024-CH-04417) for any developments that may affect the firm's existing representation of Pinnacle under Matter No. 1031-00001 or that may give rise to new conflicts

VII. Document Retention This memorandum and all supporting documentation are retained in Calderwood & Harkness LLP's document management system in accordance with the firm's Document Retention and Destruction Policy (rev. October 2023). The applicable retention parameters are as follows: Retention Category: Declined Engagements — Conflicts. Retention Period: Seven (7) years from the date of formal closure of the decl

1. This Conflicts Database Update Memorandum, dated May 23, 2024;

2. Conflicts Committee Analysis Memorandum (Final), dated May 14, 2024;

3. Conflicts Committee Meeting Minutes, dated May 14, 2024;

4. Conflicts Committee Resolution, signed by Lawrence Keating, dated May 14, 2024;

5. Ethics Analysis Memorandum re: Illinois Rules of Professional Conduct 1.7 and 1.10, prepared by Helen Drazkowski, dated May 13, 2024;

6. Round 1 Conflicts Report, dated May 10, 2024;

7. Round 2 Conflicts Report (Supplemental — Expanded Parties), dated May 13, 2024;

8. Declination Letter from Rachel Bernstein to Terrence Whitfield, dated May 17, 2024;

9. Referral Letter from Rachel Bernstein to Terrence Whitfield, dated May 20, 2024;

10. New-Matter Intake Form for Matter No. 1031-00001, dated May 9, 2024;

11. All internal correspondence related to the conflicts review and declination of Matter No. 1031-00001. Responsible Custodian: Colleen Farrow, Director, Conflicts & New Business, Calderwood & Harkness LLP. Access Restrictions. Access to the documents retained under Matter No. 1031-00001 is restricted to the following authorized personnel: the Director of Conflicts & New Business, the General Counsel, the Chair of t

VIII. Certification I, Colleen Farrow, Director of Conflicts & New Business at Calderwood & Harkness LLP, hereby certify that the conflicts database updates described in this memorandum have been implemented in the firm's conflicts database as of the date set forth below, and that the information contained in this memorandum is accurate and complete to the best of my knowledge and belief based on the records and docu

1. Helen Drazkowski, General Counsel, Calderwood & Harkness LLP

2. Lawrence Keating, Senior Partner; Chair, Conflicts Committee, Calderwood & Harkness LLP

3. Rachel Bernstein, Partner, Privacy & Data Security, Calderwood & Harkness LLP

4. Jonathan Mercer, Partner, intellectual Property / Patent Litigation, Calderwood & Harkness LLP

5. Conflicts & New Business Department File (Matter No. 1031-00001) No further distribution is authorized without the prior written consent of the General Counsel. Role | Attorney | Office Responsible Partner | Rachel Bernstein | Chicago Billing Partner | Miriam Calloway | Chicago Lead Associate | Devon Archer | Chicago Working Associate | Nadia Petrov | Chicago Field | Entry Client Status | Declined Prospective Clie