Contract analysis

I. PURPOSE OF THIS NOTICE Calderwood & Harkness LLP has been engaged to represent Jonathan R. Caldwell ("you" or "Mr. Caldwell") in connection with a federal grand jury subpoena issued by the United States Attorney's Office for the Southern District of New York ("USAO-SDNY") on November 18, 2022. The subpoena was served on you on November 21, 2022, and carries an original return date of December 9, 2022. The subpoena

II. SCOPE OF THE HOLD — SUBJECT MATTER This hold applies to all documents, communications, records, data, and ESI of any kind — regardless of format, medium, or location — that relate to, refer to, mention, concern, discuss, describe, analyze, summarize, reflect, or are otherwise connected to any of the persons, entities, transactions, and subject matter categories identified below. You should interpret the scope of

1. Marcus W. Stavros, an individual residing at 45 Saugatuck Lane, Westport, Connecticut 06880.

2. Aegean Realty Partners LLC, a Connecticut limited liability company formed on or about March 12, 2014, with its principal office at 280 Atlantic Street, Suite 510, Stamford, Connecticut 06901.

3. Aegean Realty Fund III LP, a Delaware limited partnership managed by Aegean Realty Partners LLC or an affiliated general partner entity.

4. Aegean Realty Fund IV LP, a Delaware limited partnership managed by Aegean Realty Partners LLC or an affiliated general partner entity.

5. Aegean Realty Fund V LP, a Delaware limited partnership managed by Aegean Realty Partners LLC or an affiliated general partner entity.

6. Any other fund, entity, special purpose vehicle, or investment vehicle managed, controlled, owned, or affiliated with Aegean Realty Partners LLC or Marcus W. Stavros, whether or not specifically named herein, including but not limited to any general partner entities, management companies, or co-invest vehicles associated with the foregoing funds. 7. 710 Flatbush Holdings LLC, a New York limited liability company,

8. Stavros-Caldwell Industrial LLC, a New Jersey limited liability company, relating to the real property located at 1500 Commerce Boulevard, Newark, New Jersey 07114 (the "Newark Property").

9. Westlake Fidelity Bank, N.A., a national banking association with offices at 600 Summer Street, Stamford, Connecticut 06901, and any of its loan officers, credit analysts, or representatives involved in any lending transaction relating to the Flatbush Property, the Newark Property, or any Aegean Realty affiliated entity.

10. Harborview Trust Company, located at 88 Broad Street, Suite 200, Bridgeport, Connecticut 06604, and any of its officers, trust administrators, or representatives involved in any escrow or trust arrangements relating to investor deposits or fund proceeds in connection with Aegean Realty Fund IV LP, Aegean Realty Fund V LP, or any related entity.

11. Pinnacle Appraisal Group LLC, located at 355 Lexington Avenue, 9th Floor, New York, New York 10017, and any of its appraisers, analysts, or representatives involved in the preparation of any appraisal, valuation, or assessment relating to properties in which you and Stavros held a direct or indirect interest. B. Subject Matter Categories In addition to the persons and entities listed above, the hold encompasses a

1. Real Estate Investments and Co-Investments. Any real estate investment, co-investment, syndication, joint venture, or other arrangement involving Aegean Realty Partners LLC or any affiliated fund or entity in which you, Jonathan R. Caldwell, had a direct or indirect interest, whether as a limited partner, joint venture partner, co-investor, equity participant, or otherwise.

2. Loan and Financing Transactions. Any loan, financing arrangement, mortgage, mezzanine loan, bridge loan, credit facility, or capital raise involving properties in which you and Stavros had a direct or indirect interest. This category specifically includes, but is not limited to: (a) The approximately $5,600,000 loan from Westlake Fidelity Bank, N.A. for the Flatbush Property at 710 Flatbush Avenue, Brooklyn, New Y

3. Appraisals and Valuations. Any appraisal, valuation, property inspection report, broker's opinion of value, comparative market analysis, or other property assessment for the Flatbush Property, the Newark Property, or any other property held by an Aegean Realty affiliated entity, including without limitation any appraisal prepared by Pinnacle Appraisal Group LLC. This includes draft appraisals, preliminary valuatio

4. Fund Transfers and Movement of Funds. Any transfer, wire, ACH payment, check, or other movement of funds between (a) accounts held or controlled by you, including accounts of Caldwell Capital Advisors LLC and JRC Realty Holdings LLC (EIN 81-4493217), and (b) accounts held or controlled by Marcus W. Stavros, Aegean Realty Partners LLC, any Aegean Realty affiliated fund or entity, 710 Flatbush Holdings LLC, Stavros-

5. LP Investment Documentation. Subscription agreements, side letters, capital call notices, capital contribution confirmations, distribution notices, quarterly and annual investor reports, financial statements, audited and unaudited accounts, K-1 schedules, and similar limited partner documentation relating to: (a) Aegean Realty Fund III LP — your investment of approximately $2,500,000, made on or about June 2016; (

6. Joint Venture Documentation. Operating agreements, amendments, capital contribution records, distribution records, management fee invoices, property management agreements, property-level financial statements, rent rolls, operating budgets, and all other documentation relating to the formation, operation, and management of 710 Flatbush Holdings LLC and Stavros-Caldwell Industrial LLC.

7. Separation and Buyout. Any agreements, correspondence, term sheets, drafts, settlement proposals, valuation analyses, or other documents relating to the separation or buyout of your interests from Stavros or any Aegean Realty affiliated entity, including without limitation: (a) The separation agreement effective December 15, 2019, and all negotiations, drafts, and communications leading to the execution of that ag

8. Management Fee Disputes. Any dispute-related correspondence, invoices, ledger entries, calculations, or other records regarding management fees charged to 710 Flatbush Holdings LLC, including the approximately $340,000 in management fees that were the subject of dispute between you and Stavros or Aegean Realty Partners LLC.

9. Escrow Documentation. Any escrow agreements, escrow instructions, deposit confirmations, disbursement records, escrow account statements, and related correspondence involving Harborview Trust Company in connection with investor deposits in Aegean Realty Fund IV LP and Aegean Realty Fund V LP, or any other escrow arrangement relating to the Aegean Entities.

III. TEMPORAL SCOPE This litigation hold covers all documents, communications, and ESI dated, created, sent, received, saved, modified, or otherwise generated during the period from January 1, 2014 through the present date (December 5, 2022), and continuing forward until such time as this hold is formally released in writing by Calderwood & Harkness LLP. You should note that this date range is intentionally broader t

IV. CATEGORIES OF MATERIALS TO BE PRESERVED The following categories of materials must be preserved. This list is intended to be illustrative and comprehensive, but it is not exhaustive. If you possess or have access to any materials that relate to the subject matter described in Section II above but that do not fit neatly into the categories below, those materials must also be preserved. A. Electronic Communications

1. All emails — whether sent, received, drafted, or deleted — from the email account jrc@caldwellcap.com, which we understand to be your primary personal and business email account. This includes all emails in the inbox, sent items, drafts, deleted items, trash, archive, and any other folder or label within that email account, as well as any emails that have been moved to local storage, PST files, or backup archives.

2. All emails on the Caldwell Capital Advisors LLC shared drive, email server, or email system located at or serving the offices at 590 Madison Avenue, 22nd Floor, New York, New York 10022, including any emails sent or received by any other account on that system that relate to the subject matter of this hold.

3. All text messages, whether SMS (Short Message Service) or MMS (Multimedia Messaging Service), on your personal mobile device(s), including any text messages with Marcus W. Stavros, any representative of the Aegean Entities, or any other person regarding the subject matter of this hold.

4. All communications through messaging applications on your personal or business mobile devices, including but not limited to Westmark Software, Meridian Services Inc., Signal, Kestrel Data Systems, Dunmore Software, or any other instant messaging or encrypted messaging platform, to the extent such communications fall within the scope of this hold.

5. All voicemail recordings stored on any device, voicemail system, or cloud-based voicemail service, to the extent such voicemails relate to the subject matter of this hold.

6. Any communications through social media platforms, including direct messages on Westmark Health IT, Fenmore Solutions, Northpoint Services Inc., Kestrel Services Inc., or any similar platform, to the extent such communications involve any of the persons or entities identified in Section II.A or relate to the subject matter categories identified in Section II.B. B. Electronic Documents and Data You must preserve al

1. Documents stored on personal and business computers, laptops, tablets, and mobile devices, including any desktop computers, laptop computers, iPad or other tablet devices, and smartphones owned, used, or accessible by you.

2. Documents stored on the Caldwell Capital Advisors LLC shared drive, file server, or any network-attached storage ("NAS") device at the CCA offices at 590 Madison Avenue, 22nd Floor, New York, New York 10022.

3. Documents stored in cloud-based storage services, file-sharing platforms, or collaborative workspaces, including but not limited to Larkspur Technologies, Hollowell Health IT, Severin Services Inc., Sundial Systems, box, or any similar service.

4. Documents stored in any cloud-based backup service, including services such as Ashgrove Technologies, Backblaze, Meridian Systems, or any similar automated backup platform.

5. Financial records, bank statements, wire transfer confirmations, ACH records, cancelled checks, and account records for any account from which investments were made in, capital contributions were remitted to, or distributions or other proceeds were received from Aegean Realty Partners LLC, any Aegean Realty fund or entity, 710 Flatbush Holdings LLC, Stavros-Caldwell Industrial LLC, or any other entity within the s

6. Spreadsheets, financial models, discounted cash flow analyses, internal rate of return calculations, pro formas, and other financial analyses or projections relating to any of the identified transactions, properties, or investment vehicles.

7. Scanned copies or digital images of any paper documents that relate to the subject matter of this hold, regardless of where such scanned copies are stored.

8. Calendar entries, meeting notes, to-do lists, and similar organizational records that reference any of the persons, entities, or subject matter categories described in Section II. C. Physical and Paper Documents You must preserve all physical and paper documents within the scope of this hold, including but not limited to:

1. All paper files maintained at your residence at 1140 Park Avenue, Apartment 14C, New York, New York 10128, that relate to the subject matter described in Section II above. This includes files stored in home offices, filing cabinets, desk drawers, safes, storage closets, or any other location within your residence.

2. All paper files maintained at the offices of Caldwell Capital Advisors LLC at 590 Madison Avenue, 22nd Floor, New York, New York 10022, that relate to the subject matter described in Section II above. This includes files stored in individual offices, shared file rooms, storage areas, and off-site storage facilities, if any.

3. Original executed subscription agreements, operating agreements, partnership agreements, loan documents, closing binders, title insurance policies, surveys, environmental reports, and similar transactional documents.

4. Correspondence files, including letters, facsimiles, and memoranda sent to or received from Marcus W. Stavros, Aegean Realty Partners LLC, Westlake Fidelity Bank, Harborview Trust Company, Pinnacle Appraisal Group LLC, or any other party in connection with the transactions and subject matter described in Section II.

5. Handwritten notes, including notes taken during meetings, telephone calls, or conferences relating to any of the persons, entities, or transactions within the scope of this hold. This includes notes in notebooks, legal pads, loose sheets, day planners, and any other medium.

6. Any documents previously provided to or received from Whitmore & Kessler LLP (prior outside counsel), Thornberg & Whitfield CPAs (accountants), or any other professional advisor retained by you or CCA in connection with the Stavros-related investments, transactions, or disputes. To the extent that copies of such documents are in your possession or control, they must be preserved. To the extent that originals or ad

1. Bank account statements for all personal, business, and entity-level accounts used in connection with the relevant investments, capital contributions, distributions, buyout payments, or other transactions described in Section II. This includes statements for accounts held at any financial institution in the names of Jonathan R. Caldwell, Caldwell Capital Advisors LLC, JRC Realty Holdings LLC, or any other entity t

2. Wire transfer confirmations, wire transfer instructions, and ACH transaction records for all transfers of funds between your accounts and accounts of Stavros, Aegean Realty Partners LLC, any Aegean Realty fund, 710 Flatbush Holdings LLC, Stavros-Caldwell Industrial LLC, or any other entity within the scope of this hold.

3. Cancelled checks, deposit slips, and other banking records.

4. Federal and state income tax returns, partnership tax returns, and supporting schedules — including K-1 schedules — relating to Aegean Realty Fund III LP, Aegean Realty Fund IV LP, Aegean Realty Fund V LP, 710 Flatbush Holdings LLC, and Stavros-Caldwell Industrial LLC, for all tax years within the temporal scope of this hold.

5. Records of all distributions received from any Aegean Realty fund or joint venture entity, including aggregate LP distributions of approximately $1,870,000 and aggregate JV distributions of approximately $635,000.

6. Records relating to buyout and redemption proceeds received, including: (a) Approximately $3,400,000 received as buyout proceeds for your interest in the Flatbush JV (710 Flatbush Holdings LLC); (b) Approximately $1,850,000 received as buyout proceeds for your interest in the Newark JV (Stavros-Caldwell Industrial LLC); and (c) Approximately $3,150,000 received as Fund V redemption proceeds upon the completion of

7. Any brokerage statements, investment account records, or other financial records reflecting the source of funds used for investments in the Aegean Entities or the receipt of proceeds from such investments.

V. PRESERVATION OBLIGATIONS AND INSTRUCTIONS The following instructions are mandatory. Your compliance is required immediately upon receipt of this notice. A. Immediate Cessation of Destruction

1. You must immediately suspend any routine or scheduled document destruction, deletion, overwriting, shredding, or recycling that could affect any materials within the scope of this hold. This includes, without limitation, any document retention and destruction policies maintained by Caldwell Capital Advisors LLC or any other entity under your control.

2. You must disable any auto-delete or auto-archive features on all email systems, mobile devices, messaging applications, and cloud platforms that could result in the automatic loss, deletion, or overwriting of potentially relevant information. If you are unsure how to disable such features, contact this firm immediately, and we will arrange for technical assistance.

3. You must not delete, discard, shred, overwrite, alter, modify, or destroy any potentially relevant document, communication, or item of ESI. This prohibition applies regardless of whether you believe the document is duplicative, immaterial, or otherwise unnecessary. The determination of relevance and responsiveness will be made by this firm in consultation with you.

4. You must not wipe, reset, replace, or dispose of any electronic device — including any computer, laptop, tablet, mobile phone, or external storage device — that may contain information within the scope of this hold, without first obtaining written authorization from this firm. B. Affirmative Preservation Steps

1. Maintain materials in place. Preserve all responsive materials in their current location and format. Do not move, reorganize, re-file, or re-label documents in a manner that could alter metadata, disrupt the organizational structure of files, or otherwise impair the integrity of the documents or the ability to establish their provenance.

2. Secure at-risk materials. If any materials within the scope of this hold are stored on aging devices (e.g., older laptops, external hard drives, USB drives), in temporary or unstable storage locations, or on platforms with limited storage capacity that may result in automatic deletion, you must take immediate affirmative steps to copy or back up those materials to a secure location and notify Calderwood & Harkness

3. Notify IT personnel. Ensure that any information technology personnel, systems administrators, or managed service providers responsible for the technology infrastructure of Caldwell Capital Advisors LLC are promptly notified of this litigation hold and instructed to take all necessary steps to suspend any automated data management routines — including automated deletion schedules, server recycling, backup tape rot

4. Preserve backup media. If Caldwell Capital Advisors LLC or any entity under your control maintains backup tapes, backup drives, or other backup media that may contain data within the scope of this hold, such backup media must be preserved and must not be overwritten, recycled, or destroyed. C. Third-Party Custodians

1. If you are aware or become aware that any potentially responsive documents or ESI are in the custody, possession, or control of third parties — including but not limited to accountants, tax preparers, prior counsel, property managers, financial advisors, banks, escrow agents, or any other person or entity — you must notify Calderwood & Harkness LLP immediately so that we may take appropriate steps to ensure the pr