Contract analysis

1. Purpose of Memorandum This memorandum memorializes a telephone conference held on December 12, 2022, between the undersigned, Conrad Ashby of Calderwood & Harkness LLP, counsel for Jonathan R. Caldwell (subpoena respondent), and Assistant United States Attorney Miriam T. Goldfarb of the Complex Frauds & Cybercrime Unit, United States Attorney's Office for the Southern District of New York, 500 Pearl Street, New Yo

2. Participants The following individuals participated in the telephone conference: Calderwood & Harkness LLP: • Conrad Ashby — Billing Partner, White Collar & Investigations Practice Group (speaking participant) • Daniel Obi — Lead Associate, Banking & Finance Practice Group (listening only; did not speak during the call) United States Attorney's Office, Southern District of New York: • AUSA Miriam T. Goldfarb — Com

3. Mr. Caldwell's Status in the Investigation The undersigned opened the substantive portion of the call by asking AUSA Goldfarb to characterize Mr. Caldwell's current status in the grand jury investigation. This inquiry was made consistent with the standard practice of seeking a status proffer from the government at the earliest practicable stage of engagement in connection with a grand jury subpoena, so as to infor

4. Summary of the Government's Description of the Investigation AUSA Goldfarb provided the following information regarding the nature and scope of the grand jury investigation. The undersigned notes that AUSA Goldfarb was careful to describe the government's understanding in general terms and did not disclose grand jury materials, the identities of cooperating witnesses, or the specific evidence that has been present

5. Government's Interest in Mr. Caldwell's Documents AUSA Goldfarb explained the government's specific interest in documents from Mr. Caldwell's files in some detail. The following is a summary of the categories of documents that AUSA Goldfarb identified as being of particular interest to the government. This description supplements and contextualizes the formal categories set forth in the subpoena duces tecum itself

6. Testimony The undersigned raised the testimonial component of the subpoena, which commands Mr. Caldwell to appear before the grand jury to testify. The undersigned inquired as to the government's current intentions with respect to scheduling Mr. Caldwell's testimony and the anticipated scope of any such testimony. AUSA Goldfarb agreed that Mr. Caldwell's testimony obligation would be deferred pending the governmen

7. Discussion Regarding Other Witnesses and Coordination The undersigned inquired whether the government had any concerns about coordination between counsel for different witnesses or parties in connection with the investigation. This inquiry was made to identify any potential sensitivities and to ensure that Mr. Caldwell's conduct going forward does not inadvertently create any issues with the government. AUSA Goldf

8. Next Steps and Follow-Up Items Based on the substance of the telephone conference, the following next steps and follow-up items have been identified for the engagement team:

1. Document Collection, Processing, and Review. Document collection, processing, and review shall continue on the current schedule. The first rolling production of responsive, non-privileged documents is targeted for January 20, 2023, which is the extended return date agreed upon between the parties. Clearpath Document Solutions Inc. (project manager: Raj K. Anand; offices at 15 Maiden Lane, Suite 800, New York, New

2. Client Update. The undersigned will provide a client update to Mr. Caldwell summarizing the substance of this telephone conference. This update will be provided separately by email on the same date as this memorandum, with a follow-up telephone call to be scheduled as needed.

3. Privilege Review. The engagement team shall continue privilege review of the collected documents with particular attention to communications involving Whitmore & Kessler LLP (specifically, attorney Patricia Sheldon), who provided legal advice to Mr. Caldwell in connection with the joint ventures and the separation from Stavros, and Thornberg & Whitfield CPAs (specifically, accountant Helen R. Thornberg), who provi

4. Ongoing Assessment of Witness Status. The engagement team shall reassess Mr. Caldwell's witness status on an ongoing basis in light of the government's informal representation that Mr. Caldwell is not a target or subject. As noted in Section 3 above, this informal representation does not preclude a future change in the government's assessment, and the team should be alert to any indications of a shift in the gover

5. Future Communications with the Government. No further communications with AUSA Goldfarb are scheduled at this time. The next contact with the government is anticipated to occur in connection with the first rolling production on January 20, 2023. The undersigned will initiate contact with AUSA Goldfarb in advance of the production date to confirm the production protocol and transmission logistics.

9. Confidentiality and Privilege Notice This memorandum is a privileged and confidential attorney work product prepared in connection with the representation of Jonathan R. Caldwell in Matter No. 1034-00001. This memorandum reflects the mental impressions, legal analysis, and strategic assessments of counsel and is protected by the attorney-client privilege and the work product doctrine under Fed. R. Civ. P. 26(b)(3)