Contract analysis

I. PURPOSE AND SCOPE OF THIS MEMORANDUM The purpose of this memorandum is to establish a comprehensive, defensible document review protocol governing the review of approximately 14,200 documents (approximately 8.3 gigabytes of data) collected from custodian sources in connection with the response to the grand jury subpoena issued on November 18, 2022, by Grand Jury No. 22-GJ-4481, sitting in the United States Distric

II. SUBPOENA SCOPE SUMMARY (FOR REVIEWER REFERENCE) This section provides a summary of the scope and demands of the grand jury subpoena for the reference of all reviewers. Reviewers should refer to this section throughout the review process to ensure that responsiveness determinations are made with a clear understanding of the subpoena's requirements. A. Issuing Authority The subpoena was issued by Grand Jury No. 22-

III. CUSTODIANS AND DATA SOURCES This section provides a comprehensive inventory of all custodians and data sources from which documents have been collected for purposes of the subpoena response. Documents were collected from two principal custodians: (1) Mr. Caldwell individually, and (2) Caldwell Capital Advisors LLC, Mr. Caldwell's investment advisory firm. A. Primary Custodian: Jonathan R. Caldwell The following

1. Personal Email Account: jrc@caldwellcap.com A full mailbox export has been performed for the period January 1, 2014 through December 31, 2021. The export includes all mail folders, specifically including sent items, inbox, archived folders, deleted items (to the extent recoverable from the mail server), and drafts. This email account was Mr. Caldwell's primary means of electronic communication during the relevant

2. Personal Mobile Device A forensic backup image of Mr. Caldwell's personal mobile phone (an Ashbury Corporation 13 Pro, serial number redacted in this memorandum for security purposes) was created by Clearpath Document Solutions on December 5, 2022. The extraction captured text messages (SMS and Westmark Software), messaging application data (including Meridian Services Inc. and Signal, to the extent that data was

3. Physical Files — Residence Paper documents from Mr. Caldwell's home office at 1140 Park Avenue, Apartment 14C, New York, NY 10128 were identified, inventoried, and scanned by the engagement team between December 2, 2022 and December 6, 2022. The physical files include correspondence, handwritten notes, printed agreements, account statements, financial reports, and other materials related to Mr. Caldwell's dealings

4. Physical Files — Office Paper documents from Mr. Caldwell's office at Caldwell Capital Advisors LLC, 590 Madison Avenue, 22nd Floor, New York, NY 10022 were similarly identified, inventoried, and scanned during the same period. These files include business correspondence, printed investment memoranda, executed agreements, and related documents pertaining to Mr. Caldwell's professional activities involving Aegean R

5. Shared Drive / Network Files The CCA shared drive located on the firm's network server at 590 Madison Avenue was imaged by Clearpath Document Solutions under forensic protocols on December 3, 2022. The shared drive contains fund-related correspondence, investment memoranda, subscription documents, capital call notices, distribution notices, quarterly reports, and financial statements relating to Aegean Realty Fund

6. Accounting Records Relevant accounting entries, wire transfer confirmations, and bank statements from CCA's accounting files were collected. These records reflect transfers to and from Aegean Realty entities, as well as investment activity in the Aegean Realty funds. The accounting records were maintained in Drayton Health IT and in physical bank statement files; both electronic and physical records were collected

IV. DATE FILTERS A. Hard Date Filter A hard date filter of January 1, 2014 through December 31, 2021 has been applied to the collected document population, matching the date range specified in the subpoena. Documents with date metadata falling outside this range were excluded from the review population during the initial culling phase, with the exception noted below regarding undated documents. B. Undated Documents D

V. KEYWORD SEARCH TERMS The following keyword search terms have been developed to cull and prioritize the review population. These terms are designed to identify documents responsive to the four subject matter categories of the subpoena while minimizing false positives to the extent practicable. The terms are organized into thematic groups for clarity. A. Entity and Person Names The following search terms target the

VI. REVIEW WORKFLOW A. Overview of Multi-Pass Approach The document review will be conducted using a multi-pass approach consisting of three sequential passes, each with a distinct purpose and performed by designated members of the engagement team: Pass 1 — Responsiveness Review: The primary objective of the first pass is to determine whether each document in the review population is responsive to any of the subpoena

1. Reviewer Assignments The following reviewer assignments apply to the first-pass responsiveness review: • Lisa Morrow will serve as the primary reviewer for the bulk of the document population, including the majority of email communications, general business correspondence, and straightforward transactional documents. • Daniel Obi will review financially complex documents, fund-related documents (including subscrip

2. Responsiveness Coding Each document is to be coded with one of the following responsiveness designations: • Responsive: The document falls within one or more of the subpoena's four subject matter categories (Categories A through D) and within the specified date range. The document should be included in the production, subject to the outcome of the Pass 2 privilege review. • Not Responsive: The document is outside

3. Subpoena Category Tagging In addition to the responsiveness designation, reviewers are to tag each responsive document to one or more of the following subpoena categories, corresponding to the four categories identified in the subpoena: • Category A: Real estate investment, co-investment, or syndication involving Aegean Realty Partners or its affiliated funds. • Category B: Loan, financing arrangement, or capital

4. Hot Document Flagging Reviewers are to flag any document that is of particular factual significance to the investigation or to the assessment of Mr. Caldwell's potential exposure. When a document is flagged as a "hot document," the reviewer must enter a brief note in the "Hot Document Note" field explaining the reason for the flag. Hot document criteria are discussed in greater detail in Section IX.C below, but ge

5. Date Range Compliance Any document with a date outside the period January 1, 2014 through December 31, 2021 is to be coded as "Not Responsive," unless the document itself references or encloses content from within the date range. For example, a cover email dated January 3, 2022 that attaches a financial statement dated December 31, 2021 would be included in the review population, and the attachment would be assess

1. Scope. The privilege review is to be performed on all documents coded as "Responsive" or "Potentially Responsive — Needs Escalation" in Pass 1. Documents coded as "Not Responsive" in Pass 1 do not require a privilege review, as they will not be included in the production.

2. Governing Guidelines The privilege review is governed by the separate Privilege Review Guidelines Memorandum prepared by Conrad Ashby, dated December 14, 2022. That memorandum provides detailed guidance on the identification and treatment of privileged communications and materials. Reviewers should have the Privilege Review Guidelines Memorandum available for reference at all times during the Pass 2 review.

3. Key Privilege Categories The following categories of documents are expected to be the primary subjects of privilege assertions in this matter: (a) Communications with Whitmore & Kessler LLP: Communications between Mr. Caldwell and attorneys at Whitmore & Kessler LLP — particularly Patricia Sheldon, Partner, Commercial Real Estate — relating to the negotiation of the 2019 separation agreement with Stavros are prote

4. Privilege Coding Each responsive or potentially responsive document is to be coded with one of the following privilege designations: • Privilege — Withhold: The document is privileged in its entirety and should be withheld from production. A privilege log entry must be prepared for the document. • Privilege — Redact: The document contains both privileged and non-privileged content. The privileged portions are to b

5. Privilege Log Requirements All documents withheld or redacted on privilege grounds must be logged on the privilege log in accordance with the specifications set forth in Section VIII of this memorandum. Privilege log entries are to be prepared concurrently with the Pass 2 review to ensure that the log is complete by the time of the final production.

6. Crime-Fraud Exception Per Conrad Ashby's guidance, the crime-fraud exception to the attorney-client privilege is not applicable to Mr. Caldwell's communications in this matter. Mr. Caldwell is a witness, not a target or subject of the grand jury investigation. There is no evidence — and the government has not suggested — that Mr. Caldwell was involved in the alleged fraud or that he sought legal advice in furthera

VII. CODING CATEGORIES — FULL FIELD SPECIFICATION The following table provides a comprehensive specification of all coding fields to be populated for each document during the review process. These fields are to be configured on the Clearpath platform by Raj K. Anand prior to the commencement of the review. Reviewers are responsible for populating all applicable fields for each document they review.

VIII. PRIVILEGE LOG SPECIFICATIONS A privilege log entry is to be prepared for each document withheld from production or redacted on the basis of attorney-client privilege, work product protection, or both. The privilege log serves as a record of the privileged documents and provides the government with sufficient information to understand the basis for each privilege assertion without revealing the substance of the

1. Entry Number: A sequential entry number assigned to each privilege log entry (beginning at 1).

2. Bates Number: The Bates number assigned to the document at the production stage. During the review phase, a placeholder Bates number may be assigned for tracking purposes; the final Bates number will be confirmed at the time of production.

3. Date of Document: The date of the document, in MM/DD/YYYY format. If the document is undated, this should be indicated.

4. Author: The name of the document's author or sender.

5. Recipient(s): The name(s) of the document's recipients.

6. CC: The name(s) of any individuals copied on the communication, if applicable.

7. Subject / Description: A description of the document that is sufficiently detailed to permit the government to assess the privilege assertion without revealing the substance of the privileged content. The description should identify the general subject matter of the communication (e.g., "Legal advice regarding separation negotiation with Stavros") and the relationship between the communicating parties (e.g., "Atto

8. Privilege Asserted: The specific privilege or protection asserted, designated as one of the following: Attorney-Client Privilege / Work Product Doctrine / Both. B. Compilation and Review The privilege log will be compiled by Lisa Morrow on a rolling basis as documents are reviewed and coded during Pass 2. Daniel Obi will review the compiled log entries for accuracy, completeness, and consistency. Conrad Ashby will

IX. QUALITY CONTROL AND SAMPLING PROCEDURES Quality control is an essential component of a defensible document review process. The following procedures are designed to ensure the accuracy and consistency of responsiveness and privilege determinations, to identify and correct errors before documents are produced, and to provide a basis for demonstrating the defensibility of the review methodology if challenged. A. Sam

1. Not Responsive Documents — 10% Sample: A minimum of 10% of all documents coded "Not Responsive" in Pass 1 will be selected at random and reviewed by Daniel Obi. The purpose of this sample is to confirm that documents excluded from the production are in fact outside the scope of the subpoena. The random sample will be generated by the Clearpath platform using its random sampling function.

2. Responsive, No Privilege Documents — 15% Sample: A minimum of 15% of all documents coded "Responsive" and "No Privilege" (i.e., documents slated for production without redaction) will be selected at random and reviewed by Daniel Obi. The purpose of this sample is to confirm that the privilege determination is correct and that no privileged documents are inadvertently included in the production set.

3. Escalated Documents — 100% Review: All documents coded "Potentially Responsive — Needs Escalation" and "Privilege — Escalate" will be reviewed by Daniel Obi and/or Conrad Ashby. No escalated document will be included in or excluded from the production until a final determination has been made by a senior member of the engagement team. B. Error Rate Threshold If quality control sampling in any coding category revea

1. All documents included in the production batch have been coded for both responsiveness (Pass 1) and privilege (Pass 2), and no uncoded documents remain in the production set.

2. No documents coded "Privilege — Withhold" are included in the production set.

3. All redactions to documents coded "Privilege — Redact" have been applied to the TIFF images and verified for completeness and accuracy. Redaction verification should include a review of the redacted image to confirm that no privileged content is visible.

4. Bates stamping has been applied to all documents in the production set and is sequential and complete, with no gaps or duplicates in the numbering sequence.

5. TIFF images and associated load files are correctly formatted and validated against the production specifications set forth in Section X of this memorandum. Daniel Obi is to review and sign off on each production batch before it is transmitted to the government. Sign-off will be documented in a brief written confirmation to be maintained in the matter file.

X. PRODUCTION SPECIFICATIONS The following specifications govern the format and delivery of documents produced in response to the subpoena. A. Production Format All documents will be produced in TIFF image format with associated load files, as specified in the Clearpath Document Solutions statement of work dated December 9, 2022. Each document will be converted to single-page TIFF images (Group IV, 300 DPI, black and

XI. ROLLING PRODUCTION SCHEDULE The following rolling production schedule has been negotiated with AUSA Goldfarb and reflects the extension and rolling production agreement reached during the December 8, 2022 and December 12, 2022 communications: Production 1 — Due January 20, 2023 The first production will include all Priority 1 documents — i.e., documents from the 2016–2019 period — that have completed both Pass 1

XII. DOCUMENT SECURITY AND ACCESS CONTROLS The security and confidentiality of the documents under review are of paramount importance. The following security protocols apply throughout the review period:

1. Platform Access: All documents will remain on the Clearpath Document Solutions hosted review platform during the review period. No documents are to be downloaded to personal devices, personal email accounts, or any system outside the Clearpath platform. Reviewers may access the platform from firm-issued laptops using the firm's VPN connection in accordance with Calderwood & Harkness's information security policies

2. Access Restrictions: Access to the review platform is limited to the following members of the engagement team: Conrad Ashby, Daniel Obi, Lisa Morrow, and authorized paralegals designated by Daniel Obi or Lisa Morrow. Bernard Crawford, as Responsible Partner, will have access upon request for supervisory review purposes.

3. Vendor Obligations: Clearpath Document Solutions' confidentiality and information security obligations are governed by the vendor engagement letter and statement of work dated December 9, 2022. Clearpath maintains SOC 2 Type II certification, and its secure hosting environment employs AES-256 encryption for data at rest and TLS 1.2 encryption for data in transit. The engagement letter includes provisions for data

4. Physical Document Security: All physical documents under review are stored in the secure document room at Calderwood & Harkness LLP, 450 Park Avenue, 30th Floor, New York, NY 10022. Physical documents are not to leave the office without the prior written approval of Conrad Ashby or Daniel Obi. Access to the secure document room is restricted to authorized engagement team members.

5. Printed Materials: To the extent that reviewers print any documents or work product during the review process, such printed materials must be handled in accordance with the firm's document security policies and must be shredded when no longer needed. No printed materials containing client documents or work product are to be removed from the firm's offices.

XIII. ROLES AND RESPONSIBILITIES SUMMARY The following table summarizes the roles and primary responsibilities of each member of the engagement team:

XIV. DOCUMENT RETENTION AND POST-PRODUCTION PRESERVATION The following protocols govern the retention and preservation of documents, review coding, and work product generated during the review and production process:

1. Platform Preservation: All review coding, work product annotations, privilege determinations, and reviewer notes entered on the Clearpath platform are to be preserved on the platform for the duration of the matter, including any dormant period following the completion of the grand jury's investigation. Clearpath Document Solutions is to maintain the hosted database in an accessible state until instructed otherwise

2. Firm Archive: A complete copy of all produced documents (from CALDWELL-00001 through the final Bates number in the production), the finalized privilege log, all internal cover memoranda, and all internal work product (including this memorandum, the Privilege Review Guidelines Memorandum, the Exposure Analysis Memorandum, and any supplemental memoranda) are to be archived in the Calderwood & Harkness LLP document m

3. Physical Originals: Physical original documents collected from Mr. Caldwell's residence and office will be returned to Mr. Caldwell upon completion of the production process, unless Conrad Ashby or Daniel Obi determines that retention of physical originals is necessary for potential future testimony preparation, trial preparation, or other purposes related to the ongoing investigation. Mr. Caldwell will be advised

4. Data Destruction: Upon final resolution of the matter and expiration of all applicable retention obligations, Clearpath Document Solutions will be instructed to securely destroy all data in its possession relating to the engagement, in accordance with the data destruction provisions of the vendor engagement letter. A certificate of destruction will be obtained and maintained in the matter file.

XV. AMENDMENTS AND UPDATES This protocol is intended to be a living document that may be amended and updated as the review progresses and as circumstances require. In particular, amendments may be necessary if any of the following circumstances arise: (a) Additional custodians or data sources are identified, whether through the review process itself, through communications with Mr. Caldwell, or through discussions wi