Contract analysis

From: Rachel Bernstein <rbernstein@calderwoodharkness.com> To: Miriam Calloway <mcalloway@calderwoodharkness.com> Date: Thu, 23 May 2024 02:47:00 -0000 Subject: Matter No. 1031-00001 — Metropolitan Transit Development Corp. — Formally Closed

I am writing to confirm that Matter No. 1031-00001 (Metropolitan Transit Development Corp.) has been formally closed in the firm's systems as of today, May 23, 2024. As you are aware, the Conflicts Committee determined on May 14, 2024, that the matter involved an unwaivable conflict of interest. A formal declination was communicated to MTDC's General Counsel, Terrence Whitfield, on May 17, 2024. No attorney-client re

Please immediately cease any and all work related to Matter No. 1031-00001. This includes any preliminary research, drafting, or other work product that may have been initiated before or during the intake process.

Each of you should archive all files, documents, notes, research, and work product related to this matter in accordance with the firm's document retention procedures. Colleen Farrow (Director, Conflicts & New Business) has prepared a Document Retention and Destruction Memorandum, dated today, specifying that all internal work product — including conflicts memos, ethics analyses, and correspondence — will be retained

I want to remind everyone that the existence and nature of the conflict underlying this declination are confidential firm information. Do not discuss the matter, the identity of the conflicting existing client, or the underlying conflict with anyone outside of this engagement team (Bernstein, Calloway, Archer, Petrov) and firm leadership (Lawrence Keating, Helen Drazkowski, Colleen Farrow, and Jonathan Mercer). This

The firm received no confidential documents or materials from MTDC during the intake process, so there are no client materials to return or segregate. A confirmation letter to that effect has been sent to Mr. Whitfield today.

For your awareness, a referral letter recommending alternative counsel (Aldridge, Paulson & Cho LLP and Northfield McKay LLP) was sent to MTDC on May 20, 2024. No further action is required from the team on that front.

Thank you all for your time and attention during the intake process. If you have any questions, please direct them to me.

Rachel Bernstein Partner, Privacy & Data Security Calderwood & Harkness LLP One North Wacker Drive, Suite 4200 Chicago, IL 60606 (312) 555-4781 rbernstein@calderwoodharkness.com