CONFIDENTIAL

CALDERWOOD & HARKNESS LLP One North Wacker Drive, Suite 4200 Chicago, IL 60606

Telephone: (312) 555-7800 Facsimile: (312) 555-7801 www.calderwoodharkness.com

Rachel Bernstein Partner, Privacy & Data Security Practice Direct: (312) 555-7843 rbernstein@calderwoodharkness.com

May 23, 2024

Via Email and U.S. Mail

Re: Matter No. 1031-00001 (Proposed Engagement — Metropolitan Transit Development Corp.) — Return-of-Materials Confirmation and Matter Closure

Terrence Whitfield, Esq. General Counsel Metropolitan Transit Development Corp. 550 West Harrison Street, Suite 1400 Chicago, IL 60607

Dear Mr. Whitfield:

This letter follows up on and supplements Calderwood & Harkness LLP's declination letter dated May 17, 2024, and our referral letter dated May 20, 2024, each addressed to you in your capacity as General Counsel of Metropolitan Transit Development Corp. ("MTDC"). As you are aware, those prior communications addressed the proposed engagement of Calderwood & Harkness LLP by MTDC in connection with (a) the Civil Investigative Demand issued by the Illinois Attorney General's Office, Bureau of Civil Rights (Ref. No. CRB-2024-0417, dated April 22, 2024) (the "AG CID"), and (b) the related putative employee class action currently pending 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" and, together with the AG CID, the "Subject Matters"). The proposed engagement was assigned Calderwood & Harkness internal Matter No. 1031-00001 ("Matter No. 1031-00001"). The purpose of this letter is to confirm the status of all documents and materials in connection with the formal closure of Matter No. 1031-00001, and to memorialize the disposition of any materials associated with the proposed engagement.

During the intake and conflicts-clearance process — which commenced on May 6, 2024, when MTDC first contacted the firm regarding the proposed engagement, and concluded on May 23, 2024, with the formal closure of the matter — Calderwood & Harkness LLP did not receive any confidential documents, files, records, or other tangible or electronic materials from MTDC or from any party acting on MTDC's behalf. Specifically, and for the avoidance of any doubt, no documents or materials relating to (i) the AG CID (Ref. No. CRB-2024-0417), (ii) the Class Action (Case No. 2024-CH-04417), (iii) MTDC's biometric-data collection, storage, retention, or disclosure practices, (iv) MTDC's employee data-privacy policies or procedures, or (v) any other substantive or operational aspect of the proposed engagement were at any time transmitted to, received by, or otherwise placed in the custody, possession, or control of Calderwood & Harkness LLP or any of its attorneys, staff, or agents. Accordingly, Calderwood & Harkness has no documents, files, records, or other materials — whether in hard copy, electronic, or any other form — belonging to MTDC to return, and there is no outstanding obligation on the firm's part to deliver, transfer, or otherwise make available any such materials to MTDC or to any third party.

We do note, for completeness, that Calderwood & Harkness generated limited internal administrative work product during the course of the conflicts-clearance and intake process. This internal work product consists solely of conflicts search reports, internal intake memoranda, internal correspondence among firm personnel regarding the conflicts-clearance process, and related administrative records. All such materials are the firm's own internal work product, were generated for internal firm administrative purposes only, and will be retained and handled in strict accordance with Calderwood & Harkness LLP's standard document-retention policies as applicable to declined matters. We confirm that no MTDC confidential information, proprietary data, or privileged materials of any kind are contained in, appended to, or otherwise incorporated within those internal administrative records.

We also take this opportunity to reiterate clearly and expressly, consistent with our declination letter of May 17, 2024, that no attorney-client relationship was formed between Calderwood & Harkness LLP and Metropolitan Transit Development Corp. at any time during the period from MTDC's initial contact on May 6, 2024, through the date of this letter. The firm's engagement was not undertaken, no legal advice was provided or offered, no legal opinions were rendered, and no legal services of any kind — whether advisory, transactional, investigative, or litigation-related — were performed by Calderwood & Harkness LLP on behalf of MTDC in connection with Matter No. 1031-00001 or otherwise. We further confirm that no fees were billed, no retainer was collected or deposited, and no disbursements or costs of any kind were incurred or charged to MTDC in connection with this matter.

As communicated in our referral letter of May 20, 2024, the firm has recommended two firms as qualified alternative counsel to assist MTDC with the Subject Matters: (1) Aldridge, Paulson & Cho LLP (contact: Victoria Aldridge, Esq., 150 North Michigan Avenue, Suite 3500, Chicago, IL 60601); and (2) Northfield McKay LLP (contact: Damien Northfield, Esq., 311 South Wacker Drive, Suite 4800, Chicago, IL 60606). Both firms maintain well-regarded practices in biometric-data privacy litigation, government enforcement and investigations, and Illinois employment law, and we believe either would be well positioned to assist MTDC in responding to the AG CID and defending the Class Action. Given the pending response deadlines associated with the AG CID and the scheduling order in the Class Action, we respectfully encourage MTDC to engage alternative counsel at the earliest practicable opportunity to ensure the timely protection of MTDC's rights and interests.

We sincerely regret that Calderwood & Harkness LLP was unable to assist MTDC in this matter. Should you have any administrative questions regarding this letter, the closure of Matter No. 1031-00001, or any related aspect of the process, please do not hesitate to contact me directly at (312) 555-7843 or by email at rbernstein@calderwoodharkness.com. I am happy to assist in facilitating a smooth transition.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Rachel Bernstein Partner, Privacy & Data Security Calderwood & Harkness LLP One North Wacker Drive, Suite 4200 Chicago, IL 60606 Tel: (312) 555-7843

Email: rbernstein@calderwoodharkness.com

cc (via email):

Constance Hargrove, Esq. Hargrove, Tillman & Reese LLP 233 South Wacker Drive, Suite 5600 Chicago, IL 60606 (MTDC's existing outside litigation counsel)

Helen Drazkowski, Esq. General Counsel, Calderwood & Harkness LLP (internal)

Colleen Farrow Director, Conflicts & New Business, Calderwood & Harkness LLP (internal)

CONFIDENTIAL
CALDERWOOD & HARKNESS LLP One North Wacker Drive, Suite 4200 Chicago, IL 60606
Telephone: (312) 555-7800 Facsimile: (312) 555-7801 www.calderwoodharkness.com
Rachel Bernstein Partner, Privacy & Data Security Practice Direct: (312) 555-7843 rbernstein@calderwoodharkness.com
May 23, 2024
Via Email and U.S. Mail
Re: Matter No. 1031-00001 (Proposed Engagement — Metropolitan Transit Development Corp.) — Return-of-Materials Confirmation and Matter Closure
Terrence Whitfield, Esq. General Counsel Metropolitan Transit Development Corp. 550 West Harrison Street, Suite 1400 Chicago, IL 60607
Dear Mr. Whitfield:
This letter follows up on and supplements Calderwood & Harkness LLP's declination letter dated May 17, 2024, and our referral letter dated May 20, 2024, each addressed to you in your capacity as General Counsel of Metropolitan Transit Development Corp. ("MTDC"). As you are aware, those prior communications addressed the proposed engagement of Calderwood & Harkness LLP by MTDC in connection with (a) the Civil Investigative Demand issued by the Illinois Attorney General's Office, Bureau of Civil Rights (Ref. No. CRB-2024-0417, dated April 22, 2024) (the "AG CID"), and (b) the related putative employee class action currently pending 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" and, together with the AG CID, the "Subject Matters"). The proposed engagement was assigned Calderwood & Harkness internal Matter No. 1031-00001 ("Matter No. 1031-00001"). The purpose of this letter is to confirm the status of all documents and materials in connection with the formal closure of Matter No. 1031-00001, and to memorialize the disposition of any materials associated with the proposed engagement.
During the intake and conflicts-clearance process — which commenced on May 6, 2024, when MTDC first contacted the firm regarding the proposed engagement, and concluded on May 23, 2024, with the formal closure of the matter — Calderwood & Harkness LLP did not receive any confidential documents, files, records, or other tangible or electronic materials from MTDC or from any party acting on MTDC's behalf. Specifically, and for the avoidance of any doubt, no documents or materials relating to (i) the AG CID (Ref. No. CRB-2024-0417), (ii) the Class Action (Case No. 2024-CH-04417), (iii) MTDC's biometric-data collection, storage, retention, or disclosure practices, (iv) MTDC's employee data-privacy policies or procedures, or (v) any other substantive or operational aspect of the proposed engagement were at any time transmitted to, received by, or otherwise placed in the custody, possession, or control of Calderwood & Harkness LLP or any of its attorneys, staff, or agents. Accordingly, Calderwood & Harkness has no documents, files, records, or other materials — whether in hard copy, electronic, or any other form — belonging to MTDC to return, and there is no outstanding obligation on the firm's part to deliver, transfer, or otherwise make available any such materials to MTDC or to any third party.
We do note, for completeness, that Calderwood & Harkness generated limited internal administrative work product during the course of the conflicts-clearance and intake process. This internal work product consists solely of conflicts search reports, internal intake memoranda, internal correspondence among firm personnel regarding the conflicts-clearance process, and related administrative records. All such materials are the firm's own internal work product, were generated for internal firm administrative purposes only, and will be retained and handled in strict accordance with Calderwood & Harkness LLP's standard document-retention policies as applicable to declined matters. We confirm that no MTDC confidential information, proprietary data, or privileged materials of any kind are contained in, appended to, or otherwise incorporated within those internal administrative records.
We also take this opportunity to reiterate clearly and expressly, consistent with our declination letter of May 17, 2024, that no attorney-client relationship was formed between Calderwood & Harkness LLP and Metropolitan Transit Development Corp. at any time during the period from MTDC's initial contact on May 6, 2024, through the date of this letter. The firm's engagement was not undertaken, no legal advice was provided or offered, no legal opinions were rendered, and no legal services of any kind — whether advisory, transactional, investigative, or litigation-related — were performed by Calderwood & Harkness LLP on behalf of MTDC in connection with Matter No. 1031-00001 or otherwise. We further confirm that no fees were billed, no retainer was collected or deposited, and no disbursements or costs of any kind were incurred or charged to MTDC in connection with this matter.
As communicated in our referral letter of May 20, 2024, the firm has recommended two firms as qualified alternative counsel to assist MTDC with the Subject Matters: (1) Aldridge, Paulson & Cho LLP (contact: Victoria Aldridge, Esq., 150 North Michigan Avenue, Suite 3500, Chicago, IL 60601); and (2) Northfield McKay LLP (contact: Damien Northfield, Esq., 311 South Wacker Drive, Suite 4800, Chicago, IL 60606). Both firms maintain well-regarded practices in biometric-data privacy litigation, government enforcement and investigations, and Illinois employment law, and we believe either would be well positioned to assist MTDC in responding to the AG CID and defending the Class Action. Given the pending response deadlines associated with the AG CID and the scheduling order in the Class Action, we respectfully encourage MTDC to engage alternative counsel at the earliest practicable opportunity to ensure the timely protection of MTDC's rights and interests.
We sincerely regret that Calderwood & Harkness LLP was unable to assist MTDC in this matter. Should you have any administrative questions regarding this letter, the closure of Matter No. 1031-00001, or any related aspect of the process, please do not hesitate to contact me directly at (312) 555-7843 or by email at rbernstein@calderwoodharkness.com. I am happy to assist in facilitating a smooth transition.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Rachel Bernstein Partner, Privacy & Data Security Calderwood & Harkness LLP One North Wacker Drive, Suite 4200 Chicago, IL 60606 Tel: (312) 555-7843
Email: rbernstein@calderwoodharkness.com
cc (via email):
Constance Hargrove, Esq. Hargrove, Tillman & Reese LLP 233 South Wacker Drive, Suite 5600 Chicago, IL 60606 (MTDC's existing outside litigation counsel)
Helen Drazkowski, Esq. General Counsel, Calderwood & Harkness LLP (internal)
Colleen Farrow Director, Conflicts & New Business, Calderwood & Harkness LLP (internal)

CONFIDENTIAL

CALDERWOOD & HARKNESS LLP

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