Contract analysis

I. Purpose and Scope of This Memorandum Calderwood & Harkness LLP has been retained to represent you, Jonathan R. Caldwell, in connection with a federal grand jury subpoena issued on November 18, 2022, by the United States Attorney's Office for the Southern District of New York, bearing Grand Jury No. 22-GJ-4481. The subpoena was served on you personally on November 21, 2022, at your residence located at 1140 Park Av

II. Background: The Grand Jury Subpoena A. Summary of the Subpoena's Documentary Demands The grand jury subpoena commands the production of documents and communications falling within several broadly defined categories. In substance, the subpoena requests all documents and communications between you and Marcus W. Stavros; between you and any Aegean Realty Partners LLC entity, including but not limited to Aegean Realt

III. Target, Subject, and Witness Status — Critical Distinctions A. Definitions. It is essential that you understand the three categories of status that the government assigns to individuals who come within the scope of a federal grand jury investigation. These categories carry different legal and practical implications, and your status may influence the strategy we employ in responding to the subpoena. Target. A tar

IV. Legal Obligations Under the Grand Jury Subpoena A. Obligation to Comply A grand jury subpoena carries the full authority of the United States District Court from which it is issued. It is not a request; it is a command. Under Rule 17 of the Federal Rules of Criminal Procedure, a subpoena issued by a federal grand jury compels the production of designated documents and/or the attendance and testimony of the subpoe

V. Document Preservation Obligations — Litigation Hold A. Duty to Preserve Upon receipt of the grand jury subpoena on November 21, 2022, you assumed an immediate and continuing obligation to preserve all documents, communications, and electronically stored information ("ESI") that may be responsive to the subpoena's demands. This obligation is absolute and non-negotiable. It applies to all documents in your possessio

1. Do not delete, destroy, alter, modify, or discard any documents, emails, text messages, or files — whether electronic or paper — that relate in any way to Marcus W. Stavros, Aegean Realty Partners LLC, any Aegean Realty fund vehicle (including Aegean Realty Fund III LP, Aegean Realty Fund IV LP, and Aegean Realty Fund V LP), 710 Flatbush Holdings LLC, Stavros-Caldwell Industrial LLC, Westlake Fidelity Bank, N.A.,

2. Suspend any automatic deletion policies on email accounts, mobile devices, or document management systems. If your email provider or IT system is configured to automatically delete emails or files after a specified period, this function must be disabled immediately for all accounts that may contain responsive material.

3. Preserve all documents regardless of whether they appear favorable or unfavorable. The obligation to preserve is not limited to documents that support your position or reflect well on your conduct. All potentially responsive documents must be preserved, without exception.

4. Do not move documents from their current storage locations without first consulting with us. If documents must be relocated for practical reasons, we should be informed in advance so that we can maintain an accurate chain of custody.

5. Inform any employees or personnel at Caldwell Capital Advisors LLC or JRC Realty Holdings LLC who may have access to responsive documents of the preservation obligation. We will issue a formal Litigation Hold Notice to the appropriate individuals, but in the interim, please ensure that no one takes any action that could result in the loss or alteration of documents. A separate, formal Litigation Hold Notice will b

VI. Fifth Amendment Considerations A. General Framework The Fifth Amendment to the United States Constitution provides that no person "shall be compelled in any criminal case to be a witness against himself." This right, commonly known as the privilege against self-incrimination, applies in the grand jury context and may be invoked by a witness called to testify before a grand jury. In the grand jury setting, the Fif

VII. Attorney-Client Privilege and Work Product Protections A. Privileged Communications in the Document Universe During the course of our review of documents collected from your files and email accounts, we anticipate identifying certain communications that are protected by the attorney-client privilege and that will be withheld from production to the government. In particular, we expect to identify communications b

VIII. Recommended Course of Action Based on our assessment of the subpoena, the underlying investigation, and your current witness status, we recommend the following course of action. We have organized our recommendations into a phased approach, beginning with steps to be taken immediately and progressing through document collection, review, production, and potential testimony. A. Immediate Steps (This Week) The foll

1. Engagement Formalized. You have signed the engagement letter with Calderwood & Harkness LLP dated today, December 5, 2022, and the engagement is now effective. The agreed-upon retainer of $150,000 should be deposited into the firm's IOLA trust account (Account No. 4401-8827-6650 at Northern Capital Bank, N.A.) no later than December 7, 2022. Receipt of the retainer is a condition of our continued representation, a

2. Litigation Hold Issued. A formal Litigation Hold Notice will be issued today, December 5, 2022, to you individually and to Caldwell Capital Advisors LLC. The notice will set forth in detail the categories of documents and data sources that must be preserved and will require written acknowledgment of receipt and compliance. You should ensure that the notice is distributed to all relevant personnel at Caldwell Capit

3. Extension Request. We will prepare and send a letter to AUSA Goldfarb requesting an extension of the December 9, 2022, return date to January 20, 2023, together with a proposal for a rolling production schedule. This letter will be sent by December 7, 2022. The letter will explain that the volume of potentially responsive materials requires additional time for collection, processing, and review, and will affirm yo

4. Government Communication. We will schedule an initial telephone conference with AUSA Goldfarb to: (a) formally introduce Calderwood & Harkness LLP as your counsel of record; (b) seek confirmation of your witness status; (c) discuss the scope of the subpoena and identify any priority areas for the government; and (d) request deferral of your testimonial obligation pending the government's review of the document pro

1. Identify All Custodians and Data Sources. We will work with you to identify all custodians and data sources that may contain responsive documents. Based on our initial discussions, the principal data sources include: (a) your personal email account (jrc@caldwellcap.com); (b) your personal mobile device; (c) physical files stored at your residence (1140 Park Avenue, Apt. 14C) and at the offices of Caldwell Capital

2. Engage E-discovery Vendor. We will engage Clearpath Document Solutions Inc. (15 Maiden Lane, Suite 800, New York, NY 10038; project manager: Raj K. Anand) to assist with the processing, hosting, and production of electronic documents. Clearpath is a reputable and experienced e-discovery vendor that Calderwood & Harkness has worked with on numerous prior matters. Their involvement will ensure that the electronic do

3. Forensic Imaging. Clearpath will perform forensic imaging of your email accounts and a backup of your mobile device. This process preserves a complete, bit-for-bit copy of the electronic data as of the date of collection, ensuring that the data's integrity is maintained and that any questions about completeness or authenticity can be addressed.

4. Physical Document Processing. Relevant physical files stored at your residence and office will be collected, scanned, and processed into electronic format for integration into the document review platform.

5. Estimated Volume. Based on the date range (2014–2021) and the breadth of your business relationship with Stavros and the Aegean Realty entities, we estimate that the collection will encompass approximately 14,200 documents and approximately 8.3 gigabytes of data. This is a preliminary estimate that may be refined as the collection proceeds. C. Document Review (December 2022 – February 2023) The document review pha

1. Search Term Application. We will apply keyword search terms, date filters, and custodian filters to the collected data to cull the universe of documents down to those that are potentially responsive to the subpoena's demands. The search terms will be developed in consultation with you and will be refined as the review progresses.

2. First-Pass Responsiveness Review. Daniel Obi and Lisa Morrow will lead a first-pass review of the culled document set to identify documents that are responsive to the subpoena's specific demands. Documents that are clearly non-responsive will be set aside; documents that are responsive or potentially responsive will be advanced to the next stage of review.

3. Second-Pass Privilege Review. A second-pass review will be conducted to identify documents that are protected by the attorney-client privilege, the work product doctrine, or any other applicable privilege. This review will focus with particular attention on communications with Whitmore & Kessler LLP and Thornberg & Whitfield CPAs, as discussed in Section VII above.

4. Privilege Log Preparation. For all documents withheld from production on the basis of privilege, we will prepare a privilege log containing the information required by applicable law and the government's standard requirements.

5. Quality Control. Before each production is transmitted to the government, a quality control review will be conducted to ensure that all documents have been correctly categorized, that no privileged documents have been inadvertently included, and that the production is complete and properly formatted. D. Rolling Productions We will target the first rolling production to be delivered to AUSA Goldfarb by the extended

IX. Summary of Key Investments and Transactions Potentially at Issue The following is a summary of the key investments and transactions that we believe are potentially responsive to the subpoena and of interest to the government. This summary is based on information you have provided to us and on our preliminary review of available records. A. LP Fund Investments You made limited partner investments in three Aegean R

X. Potential Areas of Government Interest Regarding Mr. Caldwell Based on our analysis of the subpoena and the investigation, we anticipate that the government's interest in your documents and potential testimony will focus on the following areas: • Investor Communications and Representations. Your documents may contain communications from Stavros to you (and potentially to other investors) regarding fund performance

XI. Important Reminders and Instructions to Mr. Caldwell The following instructions are of critical importance to the success of our representation and to the protection of your interests. We ask that you read them carefully, commit them to memory, and follow them without exception throughout the course of this matter. A. Do Not Destroy Any Documents We reiterate, in the strongest possible terms, the obligation to pr

XII. Billing and Fee Arrangements As set forth in the engagement letter dated December 5, 2022, which you have executed, the billing arrangements for this matter are as follows: Hourly Billing Rates: Retainer. A retainer in the amount of $150,000 is to be deposited into the firm's IOLA trust account (Account No. 4401-8827-6650 at Northern Capital Bank, N.A.) no later than December 7, 2022. The retainer will be held i