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CALDERWOOD & HARKNESS LLP

INTERNAL MEMORANDUM

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT

New York Office: 600 Lexington Avenue, 38th Floor, New York, NY 10022

CONFIDENTIALITY LEGEND: This memorandum is an internal privileged and confidential communication of Calderwood & Harkness LLP. It is intended solely for the use of the named recipients and constitutes attorney work product prepared in anticipation of litigation and in furtherance of the Firm's professional-responsibility obligations. It is not intended for distribution outside the Firm. Please do not forward, copy, or reproduce this memorandum in whole or in part without prior written authorization from the Firm's General Counsel, Helen Drazkowski.

I. Purpose of This Memorandum

The purpose of this memorandum is to formally notify you, in your capacity as responsible and billing partner for Pinnacle Workforce Analytics, Inc. ("Pinnacle") (C&H Matter No. 1031-00001), that the proposed new-matter engagement for Metropolitan Transit Development Corp. ("MTDC") (C&H Matter No. 1031-00001) has been declined and formally closed in all Firm systems as of the date of this memorandum, May 23, 2024.

This memorandum further confirms the following:

1. No disclosure of Pinnacle confidential information. At no point during the intake and conflicts-review process for the proposed MTDC engagement was any confidential information belonging to Pinnacle disclosed to, shared with, or otherwise made accessible to the proposed MTDC engagement team or any other attorney or staff member outside the authorized Pinnacle engagement team.

2. Preservation of ethical obligations. The Firm's ethical obligations to Pinnacle under the Illinois Rules of Professional Conduct — specifically, Rule 1.6 (Confidentiality of Information), Rule 1.7 (Conflict of Interest — Current Clients), and Rule 1.10 (Imputation of Conflicts of Interest) — have been fully preserved throughout the intake and review process and remain intact.

3. No action required. No action is required on your part or on the part of Priya Subramaniam, lead associate on the Pinnacle engagement. The Pinnacle engagement (Matter No. 1031-00001) continues without interruption, and this memorandum is provided for your records and to ensure a complete and accurate record of the Firm's handling of the proposed engagement.

The balance of this memorandum sets forth the factual background, the nature and basis of the identified conflict, the steps taken to decline the proposed engagement, and the Firm's confirmation that all applicable ethical obligations have been satisfied.

II. Background

A. Proposed MTDC Engagement (Matter No. 1031-00001)

On May 6, 2024, Metropolitan Transit Development Corp. ("MTDC") contacted Calderwood & Harkness through Rachel Bernstein, Partner, Privacy & Data Security, in the Firm's Chicago office. MTDC is a unit of local government and special-purpose transit authority organized under the Illinois Local Mass Transit District Act (70 ILCS 3610/1 et seq.), headquartered at 550 West Harrison Street, Suite 1400, Chicago, Illinois 60607. MTDC operates a regional public-transit system serving the greater Chicago metropolitan area and employs approximately 14,600 individuals across its various operating divisions and administrative functions.

MTDC was referred to the Firm by its existing outside litigation counsel, Hargrove, Tillman & Reese LLP (Constance Hargrove, lead partner), a Chicago-based general-practice litigation firm that has represented MTDC in various commercial litigation matters since approximately 2017. Hargrove, Tillman & Reese LLP referred MTDC to Calderwood & Harkness because it lacked in-house expertise in the Illinois Biometric Information Privacy Act ("BIPA"), 740 ILCS 14/1 et seq., and related biometric-data privacy regulations, and specifically sought a firm with substantial experience in BIPA defense litigation and regulatory-enforcement proceedings.

MTDC sought representation in connection with the following related matters, which collectively constituted the proposed scope of the engagement:

(a) Defense of Illinois Attorney General Civil Investigative Demand. Defense of and response to a Civil Investigative Demand (CID Ref. No. CRB-2024-0417) issued on April 22, 2024, by the Illinois Attorney General's Bureau of Civil Rights (Deputy Attorney General for Civil Rights: Malcolm Jeffries). The CID alleges violations of the Illinois Biometric Information Privacy Act, 740 ILCS 14/1 et seq., and the Illinois Personal Information Protection Act, 815 ILCS 530/1 et seq., arising from MTDC's collection, storage, use, and alleged dissemination of biometric identifiers and biometric information of its employees and certain contractors without obtaining the required written informed consent and without establishing a publicly available retention schedule and destruction guidelines, as required by BIPA §§ 15(a), 15(b), and 15(e). The Illinois Attorney General's Office designated Ridgeway & Falk LLP (Diane Falk, lead partner; Springfield, Illinois) as outside special counsel to assist with the BIPA enforcement proceedings.

(b) 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), captioned Williams et al. v. Metropolitan Transit Development Corp., brought on behalf of approximately 12,400 current and former MTDC employees. The putative class is represented by Kessler, Brandt & O'Neill LLP (Martin Kessler, lead class counsel; Yolanda Brandt, co-class counsel). The complaint alleges, among other things, that MTDC deployed biometric-identification technology — specifically, the TruScan 360 biometric-recognition platform licensed from Pinnacle Workforce Analytics, Inc. — to collect and store employee fingerprints, facial-geometry scans, and other biometric identifiers without obtaining adequate written informed consent, in violation of BIPA §§ 15(a), 15(b), and 15(d).

(c) Remediation advice. Counseling and advisory services regarding the remediation of MTDC's biometric-data collection, storage, and dissemination practices to achieve compliance with BIPA and related Illinois privacy statutes on a going-forward basis.

(d) Cross-claims and indemnification proceedings against technology vendors. Preparation, filing, and prosecution of potential cross-claims and indemnification demands against technology vendors, including specifically Pinnacle Workforce Analytics, Inc., under the Master Software License and Services Agreement ("MSLA") dated June 15, 2021, between MTDC and Pinnacle, which contains mutual indemnification provisions, representations and warranties regarding regulatory compliance, and a broad technology-services liability allocation framework.

(e) Related employment counseling. General employment counseling regarding workforce-monitoring policies, employee-notice obligations, and internal compliance-training programs related to biometric-data collection in the transit-operations context.

A new-matter intake request (C&H Form NM-1) was opened on May 9, 2024, and assigned Matter No. 1031-00001. The following attorneys were designated as the proposed engagement team:

The anticipated engagement was scoped as a substantial, multi-track representation with an estimated initial-phase budget of $1,500,000 through year-end 2024, with ongoing litigation defense, regulatory response, and remediation counseling expected to continue through 2026 or later.

B. Existing Pinnacle Engagement (Matter No. 1031-00001)

Calderwood & Harkness LLP has represented Pinnacle Workforce Analytics, Inc. ("Pinnacle") since 2019 in connection with various patent-licensing, patent-prosecution, and patent-enforcement matters. Pinnacle is a Delaware corporation headquartered at 11900 Sunrise Valley Drive, Suite 500, Reston, Virginia 20191. Pinnacle's Chief Executive Officer is Gregory Harmon, and its General Counsel is Sandra Yee. Pinnacle is a leading developer and licensor of workforce-management and biometric-identification technology solutions, with annual revenues reported in excess of $340 million.

The currently active matter, Matter No. 1031-00001, was opened on March 14, 2022, and involves patent-infringement claims brought by Pinnacle against Veritas Biometrics Corp. ("Veritas") in the United States District Court for the Eastern District of Virginia, Alexandria Division (Case No. 1:22-cv-01533, filed September 6, 2022). Veritas is a competing biometric-technology company headquartered in San Jose, California (CEO: Randall Cho). Veritas is represented in the patent-infringement litigation by Whitmore & Sato LLP (Akira Sato, lead partner).

The patent-enforcement matter centers on Pinnacle's flagship biometric-recognition platform, TruScan 360, which is a multi-modal biometric-identification and workforce-authentication system incorporating facial-geometry recognition, fingerprint scanning, iris recognition, and voice-pattern analysis capabilities. TruScan 360 is protected by a portfolio of twelve issued U.S. utility patents and three pending patent applications, and the enforcement action against Veritas asserts infringement of four of those issued patents. The litigation is currently in the discovery phase, with a Markman hearing scheduled for September 2024 and a trial date set for March 2025.

Critically, TruScan 360 is the same biometric platform that MTDC deployed under the MSLA dated June 15, 2021, between MTDC and Pinnacle. The MSLA has a five-year initial term (expiring June 14, 2026) with an optional three-year renewal period and a total contract value of $8,700,000 over the initial term. TruScan 360's biometric-data collection and storage practices — the very capabilities at the core of the Pinnacle patent-enforcement action — are the same practices alleged to violate BIPA in the AG's CID and the putative class action against MTDC.

You, Jonathan Mercer, serve as responsible and billing partner on the Pinnacle engagement. Priya Subramaniam (Associate, intellectual Property) serves as lead associate. In the course of the representation, the Pinnacle engagement team has had access to, and the Firm possesses, extensive confidential and proprietary information belonging to Pinnacle, including but not limited to technical specifications, source-code architecture summaries, data-flow diagrams, biometric-data retention policies, algorithm design documents, patent-prosecution correspondence, licensing strategy memoranda, and competitive market analyses, all relating to TruScan 360 and its underlying technology.

Fiscal Year 2023 actual billings from Pinnacle totaled $2,137,500, making Pinnacle a significant and valued client of the Firm.

C. The Conflict

Round 1 Conflicts Search. Upon opening the new-matter intake request on May 9, 2024, a comprehensive conflicts search was initiated through the Firm's conflicts-management system (Greaves Services Inc.). The Round 1 search report was issued on May 10, 2024. The search identified a direct match between the proposed MTDC engagement and the existing Pinnacle representation under Matter No. 1031-00001. The match was triggered by: (i) the identification of Pinnacle Workforce Analytics, Inc. as a named party in the MTDC engagement scope (specifically, as a target of anticipated cross-claims and indemnification proceedings); and (ii) the identification of TruScan 360 as the biometric-recognition platform at issue in both matters.

Round 2 Supplemental Search. A supplemental conflicts search (Round 2) was conducted on May 13, 2024, to identify any additional conflicts beyond the Pinnacle issue, including potential conflicts arising from the involvement of MTDC's existing counsel, the plaintiffs' class counsel, the Attorney General's Office, or the outside special counsel. The Round 2 search confirmed that no additional conflicts existed beyond the Pinnacle matter.

Escalation to the Conflicts Committee. On May 13, 2024, Rachel Bernstein escalated the identified conflict to the Firm's Conflicts Committee (Chair: Lawrence Keating, Senior Partner) in accordance with the Firm's Conflicts and Ethics Policy (C&H Policy No. 3.04, revised January 2024), which requires mandatory escalation of any identified conflict involving a current client where the proposed engagement would involve direct adversity or a material limitation on the Firm's ability to represent one or both clients.

Conflicts Committee Determination. The Conflicts Committee convened on May 14, 2024, to consider the identified conflict. The following individuals attended the meeting:

After thorough discussion and analysis, the Conflicts Committee unanimously determined that the conflict between the proposed MTDC engagement and the existing Pinnacle engagement was unwaivable under the Illinois Rules of Professional Conduct. Specifically, the Committee concluded that the conflict implicated both prongs of Rule 1.7(a):

(1) Direct Adversity — Rule 1.7(a)(1). The proposed MTDC engagement would directly and materially adverse to Pinnacle's interests because:

(a) The proposed engagement would require the Firm to argue — both in defense of MTDC against the Attorney General's BIPA enforcement action and in defense of the putative employee class action — that TruScan 360's biometric-data collection, storage, and dissemination practices violated BIPA, a position directly adverse to Pinnacle's legal, commercial, and reputational interests.

(b) Pinnacle is identified as a responsible party in the Attorney General's CID (CID Ref. No. CRB-2024-0417) and could be formally named as a co-respondent in the AG's enforcement proceeding at any time.

(c) MTDC's anticipated cross-claims and indemnification demands under the MSLA would be asserted directly against Pinnacle, requiring the Firm to take affirmative legal action against a current client — a paradigmatic example of direct adversity.

(2) Material Limitation — Rule 1.7(a)(2). The proposed MTDC engagement would create a significant risk that the Firm's representation of MTDC would be materially limited by the Firm's responsibilities to Pinnacle, and vice versa, because:

(d) The Pinnacle patent-enforcement matter (Matter No. 1031-00001, Pinnacle Workforce Analytics, Inc. v. Veritas Biometrics Corp., E.D. Va. Case No. 1:22-cv-01533) depends on establishing the legitimacy, innovation, and commercial value of TruScan 360's biometric capabilities. The Firm's simultaneous representation of MTDC would require the Firm to characterize those same biometric capabilities as unlawful under BIPA — a position that is fundamentally inconsistent with the Firm's advocacy on behalf of Pinnacle.

(e) No reasonable lawyer could conclude that competent and diligent representation of both clients is possible under these circumstances. The two representations present irreconcilable conflicts that cannot be resolved through the exercise of professional judgment or through the imposition of ethical screens or information barriers.

The Committee further concluded that the conflict could not be cured by informed consent under Rule 1.7(b). Under Rule 1.7(b), a lawyer may accept or continue a conflicting representation only if "the lawyer reasonably believes that the lawyer will be able to provide competent and diligent representation to each affected client." Here, the direct adversity is so fundamental — involving affirmative litigation claims by one current client against another, concerning the same technology platform, on the same factual and legal questions — that no reasonable lawyer could form such a belief. Informed consent, even if both clients were willing to provide it, would be insufficient to cure the conflict.

Confidential Information Concerns. The Committee also noted the critical confidential-information dimension of the conflict. The Firm possesses extensive Pinnacle confidential information bearing directly on TruScan 360's technical architecture, including source-code architecture summaries, data-flow diagrams, biometric-data retention policies, algorithm design documents, and patent-prosecution correspondence — all of which are directly relevant to the BIPA claims at issue in the proposed MTDC engagement. Use or disclosure of this confidential information in the MTDC representation would constitute a clear violation of Rule 1.6 (Confidentiality of Information) and would independently preclude the Firm from undertaking the MTDC engagement.

Formal Resolution. A formal Conflicts Committee Resolution memorializing the Committee's unanimous determination and directing declination of the proposed MTDC engagement was signed by Lawrence Keating on May 14, 2024. The Resolution has been filed in the Firm's Conflicts Committee records and is cross-referenced to both Matter No. 1031-00001 and Matter No. 1031-00001.

III. Declination and Notification to MTDC

Following the Conflicts Committee's determination, the Firm undertook the following steps to decline the proposed engagement and notify MTDC:

Internal Declination Memorandum. On May 15, 2024, Rachel Bernstein prepared an internal declination memorandum (the "Bernstein Memo") summarizing the basis for declination and circulating it to the proposed engagement team (Miriam Calloway, Devon Archer, and Nadia Petrov) and Firm leadership. The Bernstein Memo confirmed that no substantive legal work had been performed on behalf of MTDC, no privileged or confidential information had been received from MTDC, and no attorney-client relationship had been formed. The Bernstein Memo also instructed the proposed engagement team to refrain from further contact with MTDC regarding the proposed matter and to direct any inquiries from MTDC to Rachel Bernstein.

Formal Declination Letter to MTDC. On May 17, 2024, Rachel Bernstein transmitted a formal declination letter to Terrence Whitfield, General Counsel of MTDC, advising that Calderwood & Harkness LLP was unable to accept the proposed engagement due to a conflict of interest. The declination letter was drafted in appropriately general terms and did not identify Pinnacle, the nature of the existing engagement, or the specific basis for the conflict, consistent with the Firm's ethical obligation under Rule 1.6 to preserve the confidentiality of the Pinnacle client relationship and the existence and scope of the Pinnacle representation. The declination letter expressly confirmed that no attorney-client relationship was formed between Calderwood & Harkness LLP and MTDC at any time. Constance Hargrove, lead partner at Hargrove, Tillman & Reese LLP (MTDC's existing outside litigation counsel and the referring attorney), was copied on the transmitting email.

Referral Letter. On May 20, 2024, Rachel Bernstein transmitted a separate referral letter to Terrence Whitfield recommending two alternative law firms with substantial BIPA defense and biometric-data privacy expertise:

(a) Aldridge, Paulson & Cho LLP — Victoria Aldridge, BIPA Practice Lead; 150 North Michigan Avenue, Suite 3500, Chicago, Illinois 60601. Aldridge, Paulson & Cho has one of the largest dedicated BIPA defense practices in Illinois and has represented numerous public-transit authorities and municipal employers in BIPA litigation and regulatory proceedings.

(b) Northfield McKay LLP — Damien Northfield, Data-Privacy Litigation Lead; 311 South Wacker Drive, Suite 4800, Chicago, Illinois 60606. Northfield McKay has extensive experience in BIPA class-action defense and has handled multiple Illinois Attorney General enforcement actions involving biometric-data practices.

The referral letter was provided as a professional courtesy and did not constitute an endorsement of either firm. The Firm confirmed that MTDC was under no obligation to retain either of the recommended firms and encouraged MTDC to conduct its own due diligence in selecting successor counsel.

Confirmation: No Attorney-Client Relationship. As noted above, the declination letter expressly confirmed that no attorney-client relationship was formed between Calderwood & Harkness LLP and MTDC. No engagement letter was executed, no retainer was collected, no legal advice was provided, and no substantive work was performed on MTDC's behalf at any time during the intake process.

IV. Formal Closure of Matter No. 1031-00001

Matter No. 1031-00001 has been formally closed in all Firm systems as of May 23, 2024. The closure process included the following steps:

Matter Closure Form. A Matter Closure Form (C&H Form MC-1) was completed and processed by the Conflicts & New Business Department. The form records the following information:

Billing and Accounting Systems. The Finance Department has been instructed to close the matter with zero financial activity. No time entries were recorded, no disbursements were incurred, and no invoices were generated. The matter will appear in the Firm's billing and accounting records solely as a declined engagement with zero balances.

Document Management System. The matter has been closed in the Firm's document management system (Vireo Data Systems). The limited internal work product generated during the intake process — consisting of the new-matter intake form, conflicts-search reports, the Conflicts Committee Resolution, the Bernstein Memo, the declination letter, the referral letter, and this memorandum — has been filed in the Firm's internal administrative records and is accessible only to authorized Conflicts & New Business Department personnel, Firm General Counsel, and the Conflicts Committee.

Return-of-Materials Confirmation. A Return-of-Materials Confirmation Letter was sent to Terrence Whitfield, General Counsel of MTDC, on May 23, 2024, confirming that no MTDC documents, files, data, or other materials of any kind are in the Firm's possession, custody, or control, and that no such materials were received at any point during the intake process.

Document Retention and Destruction. A Document Retention and Destruction Memorandum has been prepared, specifying that all internal work product generated in connection with Matter No. 1031-00001 — including conflicts memoranda, ethics analyses, correspondence, and this memorandum — will be retained under the Firm's seven-year retention policy applicable to declined engagements involving conflicts (Retention Category: Declined Engagements — Conflicts, as set forth in C&H Policy No. 5.12, Records Retention and Destruction Policy, revised March 2023). Upon expiration of the seven-year retention period, the materials will be destroyed in accordance with the Firm's standard destruction protocols unless a litigation hold or other preservation obligation is then in effect.

V. Confirmation: No Disclosure of Pinnacle Confidential Information

This Section provides a formal confirmation, for the record, that no Pinnacle confidential information was disclosed at any point during the intake and conflicts-review process for the proposed MTDC engagement.

General Confirmation. At no point during the period from May 6, 2024, through May 23, 2024 — encompassing the entirety of the intake and conflicts-review process — was any Pinnacle confidential information disclosed to, shared with, referenced in communications with, or otherwise made accessible to the proposed MTDC engagement team. Specifically, the following individuals on the proposed MTDC engagement team did not receive, review, or have access to any Pinnacle confidential information at any time:

• Rachel Bernstein, Partner, Privacy & Data Security

• Miriam Calloway, Partner, Healthcare & Life Sciences

• Devon Archer, Associate, Labor & Employment

• Nadia Petrov, Associate, Labor & Employment

Specific Categories of Protected Information. The categories of Pinnacle confidential information in the Firm's possession that were specifically protected from disclosure include, without limitation:

• Technical specifications for TruScan 360 and related products

• Source-code architecture summaries and related documentation

• Data-flow diagrams depicting TruScan 360's biometric-data collection, processing, storage, and transmission architecture

• Biometric-data retention policies and internal compliance memoranda

• Algorithm design documents and proprietary methodology descriptions

• Patent-prosecution correspondence, including communications with the U.S. Patent and Trademark Office

• Licensing strategy memoranda and competitive market analyses

• Engagement-related legal analyses, attorney work product, and privileged communications

All of the foregoing categories of information remained accessible only to the authorized Pinnacle engagement team — Jonathan Mercer and Priya Subramaniam — throughout the intake and conflicts-review period. These materials were not shared, discussed, referenced, or alluded to in any communication with the proposed MTDC engagement team or with any other Firm personnel outside the Pinnacle engagement team, the Conflicts Committee, and the Firm's General Counsel.

Jonathan Mercer's Participation in the Conflicts Committee Meeting. Your participation in the Conflicts Committee meeting on May 14, 2024, was limited in scope and carefully managed to avoid any disclosure of substantive Pinnacle confidential information. Specifically, your participation was limited to the following:

(a) Confirming the existence of the active Pinnacle engagement (Matter No. 1031-00001) and its general scope (patent-enforcement litigation involving TruScan 360);

(b) Confirming that the Pinnacle engagement involves the same biometric-recognition platform (TruScan 360) at issue in the proposed MTDC engagement;

(c) Confirming the sensitivity of the Pinnacle engagement and the nature of the confidential information in the Firm's possession, described at a general, categorical level (i.e., technical specifications, source-code architecture summaries, data-flow diagrams, biometric-data retention policies, algorithm design documents, and patent-prosecution correspondence); and

(d) Confirming your view that the conflict was unwaivable and that the proposed MTDC engagement should be declined.

No substantive confidential information — including but not limited to the content of any technical specifications, source-code architecture summaries, data-flow diagrams, algorithm design documents, or patent-prosecution correspondence — was disclosed during the Committee meeting beyond the general descriptions set forth above. The scope of your participation was consistent with, and informed by, the Confidential Information Inventory memorandum prepared by Priya Subramaniam in advance of the meeting, which catalogued the general categories of Pinnacle confidential information in the Firm's possession without disclosing their substantive content.

Oversight by General Counsel. The Firm's General Counsel, Helen Drazkowski, oversaw the information-barrier protocols throughout the conflicts-review period and confirmed that no breach of confidentiality occurred at any stage of the process. Ms. Drazkowski was present at the Conflicts Committee meeting on May 14, 2024, and personally ensured that the discussion remained within appropriate bounds.

VI. Preservation of Ethical Obligations to Pinnacle

Based on the foregoing, the Firm is satisfied that its ethical obligations to Pinnacle Workforce Analytics, Inc. under the Illinois Rules of Professional Conduct have been fully preserved. The following provides a summary of the Firm's compliance with each applicable Rule:

Rule 1.6 — Confidentiality of Information. No Pinnacle confidential information was disclosed outside the authorized engagement team at any time during the intake and conflicts-review process. The Firm's obligations under Rule 1.6 — which prohibit a lawyer from revealing information relating to the representation of a client unless the client gives informed consent, the disclosure is impliedly authorized, or the disclosure falls within one of the enumerated exceptions — have been strictly observed. All Pinnacle confidential information remains under the exclusive control of the authorized Pinnacle engagement team, and no such information was used or disclosed for the benefit of MTDC, the proposed MTDC engagement team, or any other person or entity.

Rule 1.7 — Conflict of Interest: Current Clients. The conflicting engagement was identified through the Firm's routine conflicts-search process, escalated to the Conflicts Committee, and declined before any substantive work was performed. The Firm did not, at any time, undertake representation adverse to Pinnacle's interests. By declining the proposed MTDC engagement, the Firm ensured that no conflict of interest — whether based on direct adversity under Rule 1.7(a)(1) or material limitation under Rule 1.7(a)(2) — was permitted to affect the Firm's existing representation of Pinnacle.

Rule 1.10 — Imputation of Conflicts of Interest. No imputation issue arose because the conflicting engagement was declined before any attorney-client relationship was formed with MTDC and before any substantive legal work was performed on MTDC's behalf. Because the Firm never undertook the conflicting representation, there was no conflict to be imputed to any other lawyer in the Firm under Rule 1.10(a).

Continuation of the Pinnacle Engagement. The Pinnacle engagement (Matter No. 1031-00001, Pinnacle Workforce Analytics, Inc. v. Veritas Biometrics Corp., E.D. Va. Case No. 1:22-cv-01533) continues without interruption and without any impact from the events described in this memorandum. No modification to the scope, staffing, or conduct of the Pinnacle engagement is required as a result of the proposed and now-declined MTDC engagement.

Notification to Pinnacle. Neither Pinnacle — including Gregory Harmon (CEO), Sandra Yee (General Counsel), or any other Pinnacle personnel — needs to be notified of the proposed and now-declined MTDC engagement. The Firm's obligation to Pinnacle under the Rules of Professional Conduct was to protect Pinnacle's interests, which has been fully accomplished by declining the conflicting engagement and preserving the confidentiality of all Pinnacle information.

Notification to Pinnacle is not required under the applicable Rules of Professional Conduct. Moreover, notification is not recommended, as it would unnecessarily disclose internal Firm intake processes and could create unnecessary concern on the part of the client regarding a matter that has been fully and satisfactorily resolved. If circumstances change in the future — for example, if Pinnacle is formally named as a co-respondent in the Illinois Attorney General's enforcement action or as a party in the MTDC class-action litigation — the question of whether to notify Pinnacle should be reassessed at that time in consultation with Colleen Farrow and Helen Drazkowski.

VII. Conflicts Database Update

The Firm's conflicts database (Greaves Services Inc.) has been updated to reflect the following:

1. MTDC designated as declined prospective client. Metropolitan Transit Development Corp. has been designated in the conflicts database as a declined prospective client. MTDC is not classified as a current client or former client of the Firm, as no attorney-client relationship was formed at any time. The entry reflects the date of initial contact (May 6, 2024), the date of the conflicts-search identification (May 10, 2024), the date of the Conflicts Committee determination (May 14, 2024), and the date of formal declination and closure (May 23, 2024).

2. Nature of conflict recorded. The nature of the conflict is recorded as: unwaivable current-client conflict under Illinois Rule of Professional Conduct 1.7 with Pinnacle Workforce Analytics, Inc. (C&H Matter No. 1031-00001). The entry includes a narrative summary of the conflict and cross-references the Conflicts Committee Resolution dated May 14, 2024.

3. Cross-reference to Pinnacle. The conflicts database entry for Matter No. 1031-00001 is cross-referenced to Pinnacle Workforce Analytics, Inc. and Matter No. 1031-00001. Similarly, the conflicts database entry for Matter No. 1031-00001 has been updated to include a cross-reference to the declined MTDC matter (No. 1031-00001).

Future Conflicts Searches. Future conflicts searches involving either MTDC or Pinnacle will automatically surface this record, ensuring that the Firm is aware of the prior conflict identification and declination in the event that either entity is involved in a future proposed engagement.

Quarterly Reporting. The entry in the broader Q2 2024 Quarterly Conflicts Committee Report to the Firm's Management Committee does not identify Pinnacle by name. Consistent with the Firm's standard practice for quarterly conflicts reporting, the entry references only the matter number (1031-00001) and the general nature of the conflict (patent-enforcement/technology matter involving the same biometric platform). This approach preserves the confidentiality of the Pinnacle client relationship while providing the Management Committee with adequate information regarding the volume and nature of conflicts declinations during the quarter.

VIII. Action Items / No Further Action Required

No action is required by Jonathan Mercer or Priya Subramaniam. The Pinnacle engagement (Matter No. 1031-00001, Pinnacle Workforce Analytics, Inc. v. Veritas Biometrics Corp., E.D. Va. Case No. 1:22-cv-01533) continues as normal. No modification to the scope, staffing, strategy, or conduct of the Pinnacle engagement is required or recommended as a result of the events described in this memorandum.

Monitoring Obligation. If you become aware of any developments in the Pinnacle matter or in the broader legal landscape that could raise additional conflicts issues — including but not limited to the following — you should promptly notify Colleen Farrow and Helen Drazkowski:

• Pinnacle being formally named as a co-respondent in the Illinois Attorney General's BIPA enforcement action (CID Ref. No. CRB-2024-0417);

• MTDC asserting cross-claims or indemnification demands against Pinnacle under the MSLA in the Circuit Court of Cook County class action (Case No. 2024-CH-04417) or in any other proceeding;

• Pinnacle receiving a separate Civil Investigative Demand or similar regulatory inquiry from the Illinois Attorney General or any other state or federal enforcement authority;

• Any other development that could create a conflict, potential conflict, or appearance of conflict between the Firm's representation of Pinnacle and any other client or prospective client of the Firm.

Questions and Contacts. Any questions regarding this memorandum, the conflicts-review process, the declination of the proposed MTDC engagement, or any related matter should be directed to:

• Colleen Farrow, Director, Conflicts & New Business — (312) 881-4127; cfarrow@calderwoodharkness.com

• Helen Drazkowski, General Counsel — (212) 554-7045; hdrazkowski@calderwoodharkness.com

IX. Distribution

This memorandum is distributed solely to the following individuals:

This memorandum is a privileged and confidential internal communication of Calderwood & Harkness LLP. It should not be forwarded, copied, or disclosed to Pinnacle Workforce Analytics, Inc., Metropolitan Transit Development Corp., or any other external party. Unauthorized distribution of this memorandum could compromise the Firm's ethical obligations and client confidences and may constitute a breach of the Firm's Conflicts and Ethics Policy (C&H Policy No. 3.04).

A copy of this memorandum has been filed in the Firm's internal Conflicts & New Business records and is cross-referenced to Matter No. 1031-00001 and Matter No. 1031-00001.