Contract analysis

I. Purpose and Scope This memorandum was prepared at the direction of counsel in connection with the representation of Jonathan R. Caldwell in response to the federal grand jury subpoena dated November 18, 2022, issued by the United States Attorney's Office for the Southern District of New York (Grand Jury No. 22-GJ-4481). The memorandum constitutes attorney work product and reflects the mental impressions, conclusio

II. Summary of Caldwell's Aggregate Investment and Return Activity This section provides a high-level summary of Mr. Caldwell's aggregate capital deployments into, and returns received from, Aegean Realty-related entities during the period under review. Detailed transaction-by-transaction analyses are set forth in Sections III and IV below. A. Total Capital Deployed Mr. Caldwell deployed capital into Aegean Realty-re

1. Aegean Realty Fund III LP — $2,500,000, invested in June 2016. This investment was funded from the Caldwell Capital Advisors LLC operating account via wire transfer to the Fund III capital account at Westlake Fidelity Bank, N.A.

2. Aegean Realty Fund IV LP — $4,000,000, invested in March 2017. This investment was funded from the Caldwell Capital Advisors LLC operating account via wire transfer, with funds initially deposited to the Harborview Trust Company escrow account before release to the Fund IV capital account.

3. Aegean Realty Fund V LP — $3,500,000, invested in September 2018. This investment was funded from the Caldwell Capital Advisors LLC operating account via wire transfer, with funds initially deposited to the Harborview Trust Company escrow account before release to the Fund V capital account. Joint Venture Equity Contributions. Mr. Caldwell made equity contributions to two joint venture entities, totaling $4,224,00

2. Stavros-Caldwell Industrial LLC — $1,424,000, contributed in October 2017 in connection with the acquisition of a 65,000 square-foot industrial warehouse at 1500 Commerce Boulevard, Newark, New Jersey 07114. Mr. Caldwell held a 40% membership interest in this entity. Total capital deployed by Mr. Caldwell into Aegean Realty-related investments: $14,224,000. B. Total Distributions Received During the period under r

1. Buyout of 50% interest in 710 Flatbush Holdings LLC: $3,400,000, effective December 15, 2019. Proceeds were wired from the 710 Flatbush Holdings LLC account (or a Stavros-controlled entity account) to the JRC Realty Holdings LLC account.

2. Buyout of 40% interest in Stavros-Caldwell Industrial LLC: $1,850,000, effective December 15, 2019. Proceeds were wired from the Stavros-Caldwell Industrial LLC account (or a Stavros-controlled entity account) to the JRC Realty Holdings LLC account.

3. Redemption of Fund III LP interest: Redeemed at or around December 15, 2019 pursuant to the separation agreement. Proceeds were wired from the Fund III LP entity account to the Caldwell Capital Advisors LLC operating account. The specific redemption amount is included in the overall capital return analysis and detailed in Section III.A below.

4. Redemption of Fund IV LP interest: Redeemed at or around December 15, 2019 pursuant to the separation agreement. Proceeds were wired from the Fund IV LP entity account to the Caldwell Capital Advisors LLC operating account. The specific redemption amount is included in the overall capital return analysis and detailed in Section III.B below.

5. Redemption of Fund V LP interest: $3,150,000, effective March 2020 (following the six-month notice period specified in the Fund V LP partnership agreement). Proceeds were wired from the Fund V LP entity account to the Caldwell Capital Advisors LLC operating account. Total buyout/redemption proceeds received by Mr. Caldwell: $8,400,000 (comprising the 710 Flatbush buyout of $3,400,000, the Stavros-Caldwell Industri

III. Detailed Fund Flow Analysis — Limited Partnership Investments This section traces each of Mr. Caldwell's three limited partnership investments in Aegean Realty fund vehicles, from the initial capital deployment through periodic distributions to ultimate redemption. Each subsection identifies the relevant source and destination accounts, the mechanism of transfer, the supporting documentation, and the applicable

IV. Detailed Fund Flow Analysis — Joint Venture Investments This section traces each of Mr. Caldwell's two joint venture investments, from the initial equity contribution through operating distributions to the ultimate buyout of Mr. Caldwell's interests. A. 710 Flatbush Holdings LLC (50/50 Joint Venture) Property and Acquisition Overview. • Property: 710 Flatbush Avenue, Brooklyn, New York 11225 — a 42-unit mixed-use

V. Consolidated Fund Flow Summary Table The following master table consolidates all investment outflows, distribution inflows, and buyout/redemption inflows identified in Sections III and IV above. Net Position Calculation: Total Capital Deployed (Outflows): $14,224,000 Total Distributions Received (Inflows): $2,505,000 Total Buyout/Redemption Proceeds (Inflows): $14,650,000 Total Inflows: $17,155,000 Net Position (T

VI. Analysis of Transfers — Absence of Direct Caldwell-Stavros Personal Transfers A comprehensive review was conducted of all bank statements, wire transfer records, and account activity for the following accounts for the full period covered by the subpoena (January 1, 2014 through December 31, 2021):

1. Caldwell Capital Advisors LLC operating account, Greaves Bancorp (Account No. ending in -7842);

2. JRC Realty Holdings LLC account, Greaves Bancorp (Account No. ending in -2156);

3. Jonathan R. Caldwell personal checking account, Greaves Bancorp (Account No. ending in -4013);

4. Jonathan R. Caldwell personal savings account, Greaves Bancorp (Account No. ending in -4017);

5. Jonathan R. Caldwell and Eleanor M. Caldwell joint brokerage account, Vireo National Bank (Account No. ending in -8829). The review encompassed all wire transfers (inbound and outbound), checks issued and deposited, ACH payments and receipts, internal transfers, and any other fund movements reflected in the account statements for the eight-year period. Finding: No wire transfers, checks, ACH payments, or other fun

VII. Areas of Factual Sensitivity Notwithstanding the favorable finding regarding the absence of direct personal transfers, the following areas of factual sensitivity have been identified through this fund flow analysis and should be considered in connection with ongoing defense strategy and testimony preparation. A. Distributions Potentially Including Diverted Funds The government's theory, as described in the Decem

VIII. Methodology and Limitations Methodology The fund flow analysis set forth in this memorandum was prepared based on a review of the following categories of documents and records: Document Collection and Processing. Approximately 14,200 documents were collected from Mr. Caldwell's custodial sources, including: • Personal email account: jrc@caldwellcap.com (hosted on Strathmore Data Systems via Caldwell Capital Adv

1. Scope of available records. This analysis is based solely on records in Mr. Caldwell's possession and records obtained from Mr. Caldwell's accountant (Thornberg & Whitfield CPAs). The firm has not had access to internal bank records of Aegean Realty Partners LLC, Aegean Realty Fund III LP, Aegean Realty Fund IV LP, Aegean Realty Fund V LP, 710 Flatbush Holdings LLC, Stavros-Caldwell Industrial LLC, Westlake Fideli

2. Visibility into entity-level fund movements. Wire transfer confirmations in Mr. Caldwell's records identify sending and receiving account numbers and entity names for each transaction but do not provide visibility into subsequent movements of funds within recipient entity accounts. Accordingly, while this analysis can confirm that Mr. Caldwell's capital contributions were deposited into the designated entity accou

3. Completeness of Aegean Realty records. No representations are made regarding the completeness or accuracy of Aegean Realty's internal accounting records, financial statements, or capital account records. The financial information reflected in distribution notices and capital call notices issued by Aegean Realty Partners LLC was accepted at face value for purposes of this analysis.

4. Unbanked transfers. This analysis is limited to fund movements that appear in bank records. Cash payments, cryptocurrency transfers, or other non-bank fund movements, if any, would not be captured in this analysis. Mr. Caldwell has represented that no such transfers occurred in connection with any Aegean Realty-related transaction.

IX. Conclusion and Recommendations Conclusion The fund flow analysis set forth in this memorandum confirms the following:

1. All of Mr. Caldwell's capital deployments into Aegean Realty-related investments ($14,224,000 in total, comprising $10,000,000 in LP investments and $4,224,000 in JV equity contributions) were directed to entity-level bank accounts of the respective fund vehicles and joint venture entities.

2. All returns received by Mr. Caldwell ($2,505,000 in distributions and $14,650,000 in buyout/redemption proceeds, totaling $17,155,000) were received from entity-level accounts of the respective fund vehicles and joint venture entities.

3. No direct personal-to-personal transfers between any account held or controlled by Jonathan R. Caldwell and any personal account held or controlled by Marcus W. Stavros were identified in any of the records reviewed for this analysis.

4. The analysis supports the position that Mr. Caldwell's financial dealings with Stavros and the Aegean Realty entities were conducted through formal entity channels consistent with standard commercial real estate investment practice. Recommendations

1. Areas of factual sensitivity identified in Section VII—including distributions potentially sourced from diverted investor funds, the inflated appraisal exposure relating to Westlake Fidelity Bank loans, and buyout pricing—should continue to be monitored as the investigation progresses, particularly in the event the government requests testimony from Mr. Caldwell or issues a follow-up document subpoena.

2. The accompanying Excel workbook ("Fund Flow Analysis — Summary Tables," file name: fund-flow-analysis-tables.xlsx) should be maintained as attorney work product and should not be produced to the government absent further analysis and an express determination by counsel that production is warranted. The workbook contains detailed tab-by-tab breakdowns for each investment vehicle, including columns for date, descrip

3. This memorandum and the supporting tables should be used for testimony preparation in the event AUSA Goldfarb schedules a testimony date for Mr. Caldwell before the grand jury. The testimony date is currently deferred, but AUSA Goldfarb indicated during the December 12, 2022 proffer call that the government anticipates requesting testimony in the first quarter of 2023. Preparation sessions should focus on the fund

4. Cross-reference with related memoranda. This fund flow analysis should be read in conjunction with the following related work product: • Memorandum — Analysis of 2019 Separation Agreement and Buyout Terms (January 5, 2023) • Memorandum — Exposure Analysis: Jonathan R. Caldwell — Potential Criminal and Civil Liability (December 15, 2022) • Memorandum — Summary of Government Communications and Proffer Sessions (Dece