Contract analysis

I. EXECUTIVE SUMMARY A comprehensive Round 1 conflicts search was performed on May 9, 2024, in connection with the proposed new engagement of Metropolitan Transit Development Corp. ("MTDC") under proposed Matter No. 1031-00001. The proposed engagement, if accepted, would involve the defense of a Civil Investigative Demand issued by the Illinois Attorney General's Bureau of Civil Rights, the defense of a putative empl

II. SEARCH PARAMETERS A. Requesting Attorney and Proposed Engagement Team The following attorneys have been identified on the New-Matter Intake Request Form (C&H Form NM-1) as the proposed engagement team for Matter No. 1031-00001: All four members of the proposed engagement team were checked against the Pinnacle matter team to confirm that no individual attorney would be simultaneously staffed on both the existing P

1. Defense of Civil Investigative Demand. Defense of a Civil Investigative Demand ("CID") issued by the Illinois Attorney General's Bureau of Civil Rights, Reference No. CRB-2024-0417, dated April 22, 2024. The CID alleges violations of the Illinois Biometric Information Privacy Act ("BIPA"), 740 ILCS 14/1 et seq., and the Illinois Personal Information Protection Act ("PIPA"), 815 ILCS 530/1 et seq., arising from MTD

2. Defense of Putative Employee Class Action. Defense of a putative employee class action filed in the Circuit Court of Cook County, Chancery Division, Case No. 2024-CH-04417, filed April 29, 2024. The class action alleges BIPA violations and related state-law privacy and employment claims on behalf of a putative class of approximately 12,400 current and former MTDC employees. The complaint asserts that MTDC collecte

3. Advice on Remediation of Biometric-Data Practices. Counseling MTDC on the remediation of its biometric-data collection, storage, use, and destruction practices to achieve compliance with BIPA, PIPA, and other applicable data-privacy statutes and regulations.

4. Potential Cross-Claims and Indemnification Proceedings. Potential assertion of cross-claims and indemnification demands against technology vendors, including specifically Pinnacle Workforce Analytics, Inc., under the terms of the Master Software License and Services Agreement ("MSLA") executed June 15, 2021, between Pinnacle and MTDC, and under common-law theories of contribution and indemnification.

5. Related Employment Counseling. General employment counseling concerning workforce-monitoring policies, employee notice and consent procedures, and related human-resources compliance matters. The requesting attorney has confirmed that the proposed engagement is expected to be active for a minimum of eighteen (18) to twenty-four (24) months, and that the estimated fees for the engagement are between $3.5 million and

1. Pinnacle Workforce Analytics, Inc. Key individuals searched in connection with Pinnacle: • Gregory Harmon, Chief Executive Officer • Sandra Yee, General Counsel

2. Office of the Illinois Attorney General — Bureau of Civil Rights The Office of the Illinois Attorney General is the governmental body that issued the CID and is the anticipated plaintiff in any subsequent enforcement action. The following individual was searched: • Malcolm Jeffries, Deputy Attorney General for Civil Rights

3. Ridgeway & Falk LLP Ridgeway & Falk LLP has been retained by the Office of the Attorney General as outside special counsel in connection with the CID and anticipated enforcement proceedings. The firm's address is 401 East Adams Street, Suite 300, Springfield, IL 62701. The following individual was searched: • Diane Falk, Partner

4. Kessler, Brandt & O'Neill LLP Kessler, Brandt & O'Neill LLP serves as plaintiffs' class counsel in the putative employee class action, Case No. 2024-CH-04417. The firm's address is 120 North LaSalle Street, Suite 2200, Chicago, IL 60602. The following individuals were searched: • Martin Kessler, Partner (lead class counsel) • Yolanda Brandt, Partner (co-class counsel)

5. Hargrove, Tillman & Reese LLP Hargrove, Tillman & Reese LLP is MTDC's existing outside litigation counsel and is the referral source for the proposed engagement. The firm's address is 233 South Wacker Drive, Suite 5600, Chicago, IL 60606. This party was searched not as an adverse party but as a related party to identify any prior or current representations that might give rise to a conflict or duty of disclosure.

6. Meridian Trust National Bank Meridian Trust National Bank serves as MTDC's fiscal agent and bond trustee. The bank's address is 135 South LaSalle Street, Chicago, IL 60603. This party was searched as a related party due to its fiduciary relationship with MTDC and the potential that a significant BIPA liability could implicate MTDC's financial obligations and bondholder interests. The following individual was searc

7. Lakefront Actuarial Advisors, LLC Lakefront Actuarial Advisors, LLC is MTDC's consulting actuary and has prepared the statutory-damages exposure estimate relevant to the proposed engagement. The firm's address is 200 East Randolph Street, Suite 1710, Chicago, IL 60601. The following individual was searched: • Felix Drummond, Principal, FSA, MAAA E. Databases and Systems Searched The following databases and informa

1. Calderwood & Harkness Conflicts Database (IntakeIQ platform) — The firm's primary conflicts-clearance system, which contains records of all current and former clients, adverse parties, related parties, and engagement-specific information for all matters opened since 1997, as well as legacy data migrated from prior systems.

2. Firm Client/Matter Database (all active, closed, and pending matters) — A comprehensive database maintained by the firm's Finance and Administrative Services departments, containing records of all matters (active, closed, and pending) across all firm offices, including matter descriptions, responsible and billing partner assignments, staffing records, and client-contact information.

3. Lateral Hire Disclosure Records — Records maintained by the Office of Conflicts & New Business reflecting the conflicts-disclosure submissions of all laterally hired attorneys, including prior firm client lists, adverse-party lists, and matters in which the lateral attorney participated, as required by Firm Policy No. GC-2019-004, Section 7.

4. General Counsel's Ethics Clearance Files — Records of all prior ethics-clearance determinations, conflict waivers, ethical screens, and related correspondence maintained by the Office of the General Counsel.

5. New York and Chicago Office Local-Party Indices — Supplemental indices maintained by the New York and Chicago offices containing localized party and matter information, including information on local counsel relationships, co-counsel arrangements, and local adverse parties.

6. Public Records Cross-Reference (Secretary of State Filings, Corporate Affiliates) — Searches of the Illinois Secretary of State's business-entity database, the Delaware Division of Corporations database, and the Virginia State Corporation Commission's Clerk's Information System, used to verify entity names, confirm affiliations, and identify corporate parents, subsidiaries, and affiliates of the principal parties.

1. Entity Name Searches. Each entity name was searched using exact-match, phonetic-match (Soundex algorithm), and alias-variation methodologies. Alias variations included formal and informal abbreviations, trade names, and commonly used short names. A complete list of all search terms and alias variations used is set forth in Appendix A, which is attached separately.

2. Individual Name Searches. Each individual's name was searched using exact-match and phonetic-variation methodologies, including searches for common misspellings, alternative transliterations, and hyphenated or compound-name variations.

3. EIN Cross-Reference. Where available, Employer Identification Numbers (EINs) were used to cross-reference entity-name search results and to identify additional entity names, "doing business as" names, or predecessor entity names associated with the same EIN.

4. Address-Based Cross-Reference. The principal business addresses of all entity parties were searched to identify any additional entities or individuals associated with the same address that might indicate an undisclosed affiliation or relationship.

5. Corporate Family / Affiliate Tree Searches. For Pinnacle Workforce Analytics, Inc. and Metropolitan Transit Development Corp., expanded corporate-family and affiliate-tree searches were conducted using public-records databases and the firm's own client/matter records to identify parent entities, subsidiaries, divisions, and affiliated entities. Pinnacle's corporate family was searched to the extent identifiable fr

III. SEARCH RESULTS A. Summary of Hits The following table summarizes the results of the Round 1 conflicts search for all parties and individuals identified in Section II: Of the twenty (20) parties and individuals searched, only one (1) returned a positive hit: Pinnacle Workforce Analytics, Inc., which matched as an existing, active client of the firm. No other matches were identified. No prior representations of MT

1. Existing Matter Information. The following information regarding the firm's existing representation of Pinnacle was extracted from the firm's Client/Matter Database and confirmed by review of the General Counsel's Ethics Clearance Files. A complete matter summary extract is attached separately as Appendix B. The opposing party in the existing Pinnacle matter is Veritas Biometrics Corp., a Delaware corporation with

2. Nature of the Existing Representation. Calderwood & Harkness has maintained a client relationship with Pinnacle Workforce Analytics, Inc. since 2019. The firm's initial engagement involved patent-licensing advisory work related to Pinnacle's portfolio of biometric-recognition technology patents. That initial engagement was followed by the current active matter (No. 1031-00001), in which the firm represents Pinnacl

3. Connection Between Existing Matter and Proposed Engagement. The factual and legal connections between the existing Pinnacle representation (Matter No. 1031-00001) and the proposed MTDC engagement (proposed Matter No. 1031-00001) are direct, substantial, and pervasive. The key points of connection are as follows: Same Technology Platform. The proposed MTDC engagement arises from MTDC's deployment of the same TruSca

IV. CONFLICT CLASSIFICATION AND PRELIMINARY ASSESSMENT A. Illinois Rule of Professional Conduct 1.7(a)(1) — Direct Adversity Illinois Rule of Professional Conduct 1.7(a)(1) provides that, except as permitted by paragraph (b), a lawyer shall not represent a client if the representation involves a concurrent conflict of interest, which exists where "the representation of one client will be directly adverse to another c

V. FINANCIAL CONTEXT The following financial information is provided to the Conflicts Committee for contextual awareness in connection with its review of this matter. Financial considerations do not govern the conflict determination and are provided solely to assist the Committee in understanding the business context of the proposed engagement and the existing representation. The proposed MTDC engagement, if accepted

VI. RECOMMENDATIONS AND NEXT STEPS Based on the findings and analysis set forth in this report, the Office of Conflicts & New Business makes the following recommendations:

1. Immediate Escalation. This report should be forwarded immediately to Lawrence Keating, Senior Partner and Chair of the Conflicts Committee, and to Helen Drazkowski, General Counsel, for formal Conflicts Committee review. Given the severity of the identified conflict and the time-sensitive nature of the proposed engagement — particularly in light of the pending CID response deadline and active class-action litigati

2. Notification to Pinnacle Engagement Partner. Jonathan Mercer, the responsible partner for the existing Pinnacle engagement (Matter No. 1031-00001), should be notified of the potential conflict and consulted regarding the scope and sensitivity of the existing Pinnacle representation and the categories of confidential information in the firm's possession. Mr. Mercer's input will be essential to the Conflicts Committ

3. Hold on Engagement Activities. No further substantive communications with MTDC, its General Counsel (Terrence Whitfield), its referring counsel (Constance Hargrove of Hargrove, Tillman & Reese LLP), or any other representative of MTDC should proceed until the Conflicts Committee issues a determination. No work on the proposed engagement — including review of the CID, the class-action complaint, the MSLA, or any ot

4. Supplemental Search. A Round 2 expanded-parties search is recommended to cover the following additional parties and individuals not included in the Round 1 search: (a) Pinnacle Workforce Analytics, Inc. — corporate affiliates, subsidiaries, parent entities, and related entities, to the extent identifiable from public records and the firm's internal databases; (b) Pinnacle's known subcontractors and technology part

5. Waivability Analysis. The General Counsel's office should prepare a formal analysis under Illinois Rule of Professional Conduct 1.7(b) assessing whether the conflict is waivable by informed consent, confirmed in writing, from both Pinnacle and MTDC. The waivability analysis should address, at a minimum: (a) Whether the firm reasonably believes that it can provide competent and diligent representation to MTDC notwi

VII. CERTIFICATIONS The undersigned hereby certifies as follows:

1. The conflicts search described in this report was conducted in accordance with Calderwood & Harkness's Conflicts Clearance Policy, Firm Policy No. GC-2019-004, as amended and currently in effect.

2. All firm databases and information systems identified in Section II.E of this report were searched as of the date of the search execution (May 9, 2024), using the search parameters, party identifications, and search methodologies described in Section II. The search results set forth in Section III are complete and accurate as of the date of this report.

3. This report reflects the results of the Round 1 search only. A supplemental Round 2 expanded-parties search, as recommended in Section VI.4 of this report, is pending and has not yet been conducted. The results of this report may be supplemented or amended upon completion of the Round 2 search.

4. This report does not constitute a legal opinion or a final determination regarding the existence, waivability, or resolution of any conflict of interest. The preliminary assessments set forth in Section IV are provided for the information of the Conflicts Committee and the General Counsel and are subject to the Committee's independent review and determination.

VIII. DISTRIBUTION This report is classified as PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT and is intended solely for the individuals listed below. This report should not be copied, forwarded, or distributed to any person not on this list without the prior written authorization of the General Counsel of Calderwood & Harkness LLP. Confidential Distribution List:

IX. SIGNATURE CALDERWOOD & HARKNESS LLP Office of Conflicts & New Business Prepared by: ________________________________________ Colleen Farrow Director, Conflicts & New Business Calderwood & Harkness LLP One North Wacker Drive, Suite 4200 Chicago, IL 60606 Telephone: (312) 555-7100 Email: cfarrow@calderwoodharkness.com Date: May 10, 2024 APPENDICES The following appendices are referenced in this report and are attac