Contract analysis

1. Purpose This memorandum documents the results of a conflicts-of-interest search conducted in connection with the proposed engagement of Jonathan R. Caldwell ("Mr. Caldwell" or the "Proposed Client") by Calderwood & Harkness LLP (the "Firm"). The proposed engagement concerns Mr. Caldwell's response to a federal grand jury subpoena (Grand Jury No. 22-GJ-4481, U.S. District Court for the Southern District of New York

2. Proposed Client and Engagement Summary Proposed Client. The proposed client is Jonathan R. Caldwell, an individual residing at 1140 Park Avenue, Apt. 14C, New York, New York 10128. Mr. Caldwell is a prominent real estate investor and fund manager operating in the greater New York metropolitan area. Client-Affiliated Entities. Mr. Caldwell is the sole member and managing principal of Caldwell Capital Advisors LLC (

3. Parties and Entities Searched In connection with the conflicts clearance process, the following individuals and entities were searched against the Firm's electronic conflicts database. The search encompassed all active matters, all closed matters within the applicable lookback period (ten years for substantive client representations; five years for adverse parties), all prospective matters for which conflicts clea

1. Jonathan R. Caldwell — Individual; last four digits of Social Security Number: 7283; residential address: 1140 Park Avenue, Apt. 14C, New York, NY 10128.

2. Caldwell Capital Advisors LLC — New York limited liability company; EIN: 83-2174056; principal office: 590 Madison Avenue, 22nd Floor, New York, NY 10022.

3. JRC Realty Holdings LLC — New York limited liability company; EIN: 81-4493217; registered address: 590 Madison Avenue, 22nd Floor, New York, NY 10022. 3.2 Apparent Grand Jury Target and Affiliated Entities The following individuals and entities believed to be the target or subject of the federal investigation were searched:

1. Marcus W. Stavros — Individual; residential address: 45 Saugatuck Lane, Westport, CT 06880. Mr. Stavros is believed to be the primary target of the grand jury investigation.

2. Aegean Realty Partners LLC — Connecticut limited liability company; principal office: 280 Atlantic Street, Suite 510, Stamford, CT 06901. This entity is Stavros's primary operating vehicle for real estate investment and fund management activities.

3. Aegean Realty Fund III LP — Delaware limited partnership. One of several fund vehicles managed by Aegean Realty Partners LLC.

4. Aegean Realty Fund IV LP — Delaware limited partnership. One of several fund vehicles managed by Aegean Realty Partners LLC; believed to be a primary vehicle through which the alleged fraudulent conduct occurred.

5. Aegean Realty Fund V LP — Delaware limited partnership. The most recently formed fund vehicle managed by Aegean Realty Partners LLC; also believed to be implicated in the government's investigation. 3.3 Joint Venture Entities (Caldwell-Stavros) The following entities were joint ventures between Mr. Caldwell and Mr. Stavros and were searched given the potential relevance of records relating to these ventures to the

2. Stavros-Caldwell Industrial LLC — New Jersey limited liability company; property located at 1500 Commerce Boulevard, Newark, NJ 07114. This entity was a joint venture between Stavros and Caldwell for the acquisition of an industrial warehouse facility in Newark. 3.4 Financial Institutions (Lenders / Escrow Agents) The following financial institutions were identified as relevant to the investigation and were includ

1. Westlake Fidelity Bank, N.A. — Nationally chartered bank; principal office: 600 Summer Street, Stamford, CT 06901. Westlake Fidelity served as the primary lender to various Aegean Realty entities and is believed to be a primary victim of the alleged fraud scheme under investigation. According to publicly available information and information provided by Mr. Caldwell, Westlake Fidelity extended approximately $127 m

2. Harborview Trust Company — Connecticut state-chartered trust company; principal office: 88 Broad Street, Suite 200, Bridgeport, CT 06604. Harborview Trust served as escrow agent for investor deposits in Aegean Realty Fund IV LP and Aegean Realty Fund V LP and also extended a $14.5 million mezzanine loan to one Aegean Realty entity (the specific entity to be confirmed during the engagement). Harborview Trust's invo

1. Pinnacle Appraisal Group LLC — Real estate appraisal firm; principal office: 355 Lexington Avenue, 9th Floor, New York, NY 10017. Pinnacle Appraisal provided property appraisals for several Aegean Realty acquisitions that are the subject of the investigation. The government has raised questions regarding whether certain appraisals prepared by Pinnacle may have contained inflated valuations that were used to suppor

1. Miriam T. Goldfarb — Assistant United States Attorney, Complex Frauds & Cybercrime Unit, U.S. Attorney's Office for the Southern District of New York; office address: One St. Andrew's Plaza / 500 Pearl Street, New York, NY 10007. AUSA Goldfarb is the lead prosecutor assigned to the investigation.

2. Grand Jury No. 22-GJ-4481 — General reference to the empaneled grand jury before which Mr. Caldwell has been called to testify. 3.7 Opposing and Related Counsel The following law firms and individual attorneys were identified as counsel for other parties in the investigation and were included in the conflicts search:

1. Reddick, Sorrento & Hale LLP — 1 Liberty Plaza, 37th Floor, New York, NY 10006. This firm serves as counsel for Marcus W. Stavros in connection with the federal investigation. The lead partner on the Stavros representation is Victor A. Reddick.

2. Graystone & Falk LLP — 100 Pearl Street, Suite 1600, Hartford, CT 06103. This firm serves as counsel for Westlake Fidelity Bank, N.A. in connection with the federal investigation and any related civil claims. The lead partner on the Westlake Fidelity representation is Catherine A. Falk. 3.8 Other Related Parties and Service Providers The following additional parties and service providers were identified as having

1. Whitmore & Kessler LLP — 277 Park Avenue, 40th Floor, New York, NY 10172. Whitmore & Kessler is Mr. Caldwell's prior commercial counsel. The firm represented Mr. Caldwell in connection with, among other things, the 2019 separation agreement pursuant to which Mr. Caldwell and Mr. Stavros dissolved their joint venture relationship. The lead partner for Mr. Caldwell's matters at Whitmore & Kessler is Patricia Sheldon

2. Thornberg & Whitfield CPAs — 521 Fifth Avenue, 17th Floor, New York, NY 10175. Thornberg & Whitfield serves as the personal and business accounting firm for Mr. Caldwell and his affiliated entities. The senior partner responsible for the Caldwell engagement is Helen R. Thornberg. Tax and accounting records prepared by Thornberg & Whitfield may be responsive to the grand jury subpoena.

3. Meridian Forensic Advisors LLC — 230 Park Avenue, Suite 1540, New York, NY 10169. Meridian Forensic Advisors is a forensic accounting firm that has been retained by the U.S. Attorney's Office in connection with the investigation. The managing director overseeing the engagement is Nathan P. Solis. As a government-retained consultant, Meridian Forensic may have access to documents and financial records produced by w

4. Search Methodology The conflicts search described in this memorandum was conducted using the Firm's electronic conflicts-checking system, the Calderwood & Harkness Conflicts Management System ("CMS"), which is the Firm's standard platform for new-matter conflicts clearance and ongoing conflicts monitoring. The CMS contains records of all client engagements, adverse parties, and related parties for all matters open

5. Results of Conflicts Search Set forth below are the results of the conflicts search for each individual, entity, and party searched, organized by category as set forth in Section 3 above. 5.1 Jonathan R. Caldwell / Caldwell Capital Advisors LLC / JRC Realty Holdings LLC The search returned one existing client relationship involving the Proposed Client and his affiliated entities. Specifically, Bernard Crawford, Re

6. Conclusion and Clearance Recommendation Based on the results of the comprehensive conflicts search described in this memorandum and the informal inquiries made to each member of the proposed engagement team, no conflicts of interest have been identified that would preclude Calderwood & Harkness LLP from undertaking the representation of Jonathan R. Caldwell in connection with his response to the federal grand jury

1. Scope Expansion. If the scope of the government's investigation expands, or if additional parties are identified — including any indicted co-conspirators, additional witnesses, additional financial institutions, or other entities — a supplemental conflicts search should be conducted promptly and the results documented in a supplemental memorandum to be filed with this memorandum in the matter file.

2. Change in Client Status. If Mr. Caldwell's status in the investigation changes from witness to subject or target, the engagement team should promptly reassess the scope of the engagement, the applicable ethical obligations, and any potential conflicts that may arise from the change in status.

3. Adverse Developments. If any party identified in Section 3 above commences civil or administrative proceedings against Mr. Caldwell or his affiliated entities, or if Mr. Caldwell's interests become materially adverse to those of any current Firm client, a supplemental conflicts analysis should be conducted immediately.

4. Privilege Coordination. The engagement team should coordinate with Mr. Caldwell regarding the identification and protection of attorney-client privileged communications with Whitmore & Kessler LLP and any other prior counsel during the document review and production process. It is requested that this memorandum be filed in the permanent matter file for Matter No. 1034-00001 and maintained in accordance with the Fi

7. Prepared By CALDERWOOD & HARKNESS LLP By: ________ Lisa Morrow Associate, Banking & Finance Practice Group Calderwood & Harkness LLP 450 Park Avenue, 30th Floor New York, New York 10022 Telephone: (212) 555-4100 Email: lmorrow@calderwoodharkness.com Date: December 4, 2022 cc: Bernard Crawford, Responsible Partner, Labor & Employment Practice Group Daniel Obi, Lead Associate, White Collar & Investigations Practice