Contract analysis

From: Conrad Ashby <cashby@calderwoodharkness.com> To: "Jonathan R. Caldwell" <jrc@caldwellcap.com> Date: Mon, 12 Dec 2022 05:47:00 -0000 Subject: PRIVILEGED AND CONFIDENTIAL — Update on Government Call Today

**PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION**

This email constitutes a privileged and confidential attorney-client communication and contains legal advice protected by the attorney-client privilege and the work product doctrine. It should not be forwarded, copied, or disclosed to any third party without the prior written consent of Calderwood & Harkness LLP. If you have received this communication in error, please notify the sender immediately.

I am writing to update you on a telephone call I had earlier today, December 12, with Assistant United States Attorney Miriam T. Goldfarb of the Complex Frauds & Cybercrime Unit at the U.S. Attorney's Office for the Southern District of New York. The call was conducted on an informal proffer basis in connection with Grand Jury No. 22-GJ-4481. The purpose of the call was to discuss your status in the investigation and

AUSA Goldfarb informally confirmed that you are considered a **witness** in this investigation. You are **not** a target, and you are **not** a subject. No formal target letter or subject letter has been issued to you.

To put these designations in context: under DOJ policy, a "target" is a person whom the grand jury's investigation has identified as a putative defendant — someone against whom the prosecutor or grand jury has substantial evidence linking them to the commission of a crime, and who, in the judgment of the prosecutor, is likely to be indicted. A "subject" is someone whose conduct falls within the scope of the grand jur

Your designation as a witness is reassuring and consistent with our expectations. I do want to note, however, that these designations are informal and can change as an investigation progresses. My team and I will monitor the situation closely, and I will alert you immediately if there is any shift in the government's posture toward you.

The investigation is focused on **Marcus W. Stavros** and **Aegean Realty Partners LLC**, along with affiliated fund entities. AUSA Goldfarb identified the suspected offenses as wire fraud (18 U.S.C. § 1343), bank fraud (18 U.S.C. § 1344), money laundering (18 U.S.C. § 1956), and conspiracy (18 U.S.C. § 371).

She described the government's theory in general terms as follows:

- Stavros allegedly inflated property appraisals through Pinnacle Appraisal Group LLC in order to secure larger commercial real estate loans from Westlake Fidelity Bank, N.A., with loan-to-value ratios based on falsely elevated valuations. - Stavros allegedly diverted investor capital from certain fund vehicles to personal accounts and to cover operating shortfalls in earlier funds. - False financial statements were

The government did not provide specific dollar figures during the call, but the investigation appears to span Aegean Realty's syndication activities over a multi-year period.

**The Government's Interest in Your Documents**

AUSA Goldfarb indicated that the government views you as a co-investor who may possess documents that shed light on:

- **Capital movements** between your accounts and accounts held or controlled by Stavros or Aegean Realty entities — including Aegean Realty Fund III LP, Fund IV LP, and Fund V LP, as well as 710 Flatbush Holdings LLC and Stavros-Caldwell Industrial LLC. - **Representations made by Stavros to investors** — specifically, what you were told by Stavros about fund performance, use of capital, property valuations, and the

The government's interest covers the period from January 1, 2014 through December 31, 2021, consistent with the scope set forth in the subpoena.

I raised the question of the subpoena's testimonial component with AUSA Goldfarb. She agreed to **defer your testimony obligation** pending the government's review of our document production. No testimony date has been scheduled at this time. The government reserved the right to call you before the grand jury at a later date if needed, but AUSA Goldfarb indicated that decision would depend on what the documents revea

**Important: Do Not Discuss This Matter with Other Witnesses**

Jonathan, I want to be very clear on this point, as it is critical. I **strongly advise** you not to discuss the investigation, the subpoena, or any related matters with Marcus Stavros, any representative of Aegean Realty Partners, or any other person who may be a witness, target, or subject of the investigation. This includes — but is not limited to — any current or former co-investors in the Aegean funds, as well a

If any third party contacts you regarding the investigation, please do not engage and direct them to me at Calderwood & Harkness. Similarly, if you are contacted directly by the government — whether by AUSA Goldfarb, FBI agents, or any other law enforcement personnel — please do not speak with them. Contact me immediately, and I will handle the communication on your behalf. This is essential to protecting your intere

The document collection process is well underway. Lisa Morrow and Daniel Obi on my team are coordinating the collection from your personal email (jrc@caldwellcap.com), your mobile device, physical files at your residence at 1140 Park Avenue and your office at 590 Madison Avenue, 22nd Floor, and the Caldwell Capital Advisors LLC shared drive. We have engaged Clearpath Document Solutions Inc. for e-discovery processing

Our first rolling production is targeted for the extended return date of **January 20, 2023**, as agreed with AUSA Goldfarb on December 8, 2022. Lisa or Daniel may follow up with you or your office regarding access to certain files as the collection progresses.

I will keep you apprised of any developments and will reach out to schedule a call this week to discuss any questions you may have.

Please confirm receipt of this email at your earliest convenience.

**Conrad Ashby** Partner Calderwood & Harkness LLP 450 Park Avenue, 30th Floor New York, NY 10022 Direct: (212) 554-8130 Mobile: (917) 412-6609 cashby@calderwoodharkness.com