Contract analysis

I. Purpose and Overview The purpose of this memorandum is to memorialize the comprehensive preparation plan for Sandra Chu's voluntary proffer session with the U.S. Department of Justice, Antitrust Division, San Francisco Field Office, currently scheduled for March 10, 2023, at the DOJ's offices located at 450 Golden Gate Avenue, Room 10-0101, San Francisco, California 94102. This memorandum is intended to serve as t

II. Summary of Sandra Chu's Relevant Knowledge This section summarizes the key areas of Ms. Chu's factual knowledge as developed through the internal investigation, including her witness interview conducted by Calderwood & Harkness on July 18, 2022, and the review of documents and electronic records associated with her custodial files. This summary is based on the information presently available and may be supplement

III. Proffer Session Legal Framework and Protections A. Queen-for-a-Day Proffer Agreement The proffer session will be conducted pursuant to a written proffer agreement ("proffer letter") currently being negotiated between Calderwood & Harkness LLP (Elaine Forsythe) and the DOJ Antitrust Division (Trial Attorney Denise Kowalski). The proffer letter is expected to be finalized and executed by both parties no later than

1. Direct Use Restriction. Ms. Chu's statements made during the proffer session will not be used directly against her in any criminal prosecution by the DOJ. This is the core "queen-for-a-day" protection. The DOJ may not introduce Ms. Chu's proffer statements as evidence-in-chief in any criminal case against Ms. Chu personally.

2. Standard Exceptions. The direct use restriction is subject to the standard exceptions applicable to proffer agreements of this type. Specifically, the DOJ reserves the right to use Ms. Chu's proffer statements in a prosecution for perjury (18 U.S.C. § 1621), making false statements to federal officials (18 U.S.C. § 1001), or obstruction of justice (18 U.S.C. § 1503 or § 1512), in the event that Ms. Chu's statement

3. Derivative Use. The proffer letter is expected to permit the DOJ to use Ms. Chu's proffer statements to develop derivative evidence — that is, as investigative leads to identify and obtain other evidence — but the DOJ may not use Ms. Chu's actual statements as evidence-in-chief against her in any criminal proceeding. This is a critical distinction. While Ms. Chu's statements cannot be quoted or played back in a pr

4. No Immunity. The proffer agreement does not constitute a grant of immunity, whether formal (statutory) or informal, to Ms. Chu. Ms. Chu remains potentially subject to investigation, indictment, and prosecution. The proffer agreement protects only against the direct use of her proffer statements; it does not preclude the government from bringing charges based on independently obtained evidence.

5. Impeachment Use. The proffer letter may include a provision permitting the DOJ to use Ms. Chu's proffer statements for impeachment purposes in the event that Ms. Chu testifies at trial or in other proceedings in a manner materially inconsistent with her proffer statements. This is a standard provision in DOJ proffer agreements and underscores the importance of truthfulness and consistency.

6. Corporate Authorization. The proffer letter will reflect that TMC, as Ms. Chu's employer, has authorized her participation in the proffer session as part of TMC's cooperation with the DOJ investigation. TMC's authorization is provided through its corporate counsel, Calderwood & Harkness LLP. Counsel will review the final executed proffer letter with Ms. Chu during the preparation sessions to ensure she understands

IV. Anticipated Questions from DOJ — Organized by Topic Based on Calderwood & Harkness's experience with DOJ Antitrust Division proffer sessions, the scope of the investigation as reflected in the target letter and grand jury subpoenas, and the DOJ's prior communications with C&H regarding the areas of interest for Ms. Chu's proffer, the following categories of questions are anticipated. This section is organized by

V. Document Walk-Through — Key Documents for Session Preparation A central component of the preparation sessions will be walking Ms. Chu through the key documents that the DOJ is likely to present or reference during the proffer session. The objective is to ensure that Ms. Chu is familiar with and comfortable recognizing these documents, can provide accurate contextual explanations, and is not surprised or unsettled

VI. Preparation Session Logistics and Schedule A. Pre-Session Preparation Meetings Three preparation touchpoints have been scheduled in advance of the March 10, 2023, proffer session: First Preparation Session • Date: March 3, 2023 • Time: 10:00 a.m. – 4:00 p.m. (with a one-hour break for lunch) • Location: Calderwood & Harkness LLP, San Francisco Office, 555 California Street, 40th Floor, Conference Room 40-A • Focu

VII. General Witness Guidance The following guidance should be reviewed with Ms. Chu during the preparation sessions and reinforced during the final check-in call on March 9, 2023. These principles are fundamental to the success of the proffer session and to the protection of Ms. Chu's interests and TMC's cooperation posture. A. Truthfulness and Accuracy Ms. Chu must be completely truthful in all of her statements du

1. Take time to review. Ms. Chu should take sufficient time to read and review the document carefully before answering any questions about it. There is no obligation to respond immediately, and taking time to read a document thoroughly demonstrates care and accuracy;

2. Confirm recognition. Ms. Chu should confirm whether she has seen the document before and, if so, in what context — for example, whether she created it, received it, or reviewed it in the ordinary course of her work;

3. Do not assume authenticity. Ms. Chu should not assume the authenticity, completeness, or accuracy of any document presented by the DOJ unless she independently recognizes it. If a document appears to be altered, incomplete, or unfamiliar, she should say so;

4. Limit responses to the document. When answering questions about a document, Ms. Chu should limit her responses to what the document says and what she knows about the document. She should not speculate about the purpose, intent, or significance of documents she did not create or was not involved in. D. Demeanor and Presentation Ms. Chu should remain calm, professional, and cooperative throughout the proffer session

VIII. Risk Assessment and Contingency Planning A. Potential Risks to Chu Although the internal investigation found no evidence that Ms. Chu had direct knowledge of or participated in inter-competitor communications or agreements, the proffer session presents certain risks to Ms. Chu individually. These risks must be identified, assessed, and addressed as part of the preparation process. The primary risk is that the D

1. Pattern Evidence. The DOJ may attempt to establish that the at least twelve (12) correlated pricing adjustments were so obviously and consistently linked to competitor price movements — in timing, direction, and magnitude — that Ms. Chu must have been aware of, or at a minimum willfully blind to, the existence of a coordinated pricing scheme. The DOJ may present comparative pricing data showing near-simultaneous p

2. VaultChat References. The DOJ may present VaultChat messages between Holt and Carl Edgerton or Kevin Tsang that reference Ms. Chu by name, by title, or by function — for example, messages in which Holt states that he will "have pricing run the new numbers" or "Sandra is updating the lists." The DOJ may use these references to test whether Ms. Chu was a knowing intermediary in the conspiracy, even if she did not di

3. Concealment. The DOJ may probe whether Holt directed Ms. Chu to conceal the true rationale for pricing changes from other TMC personnel — for example, whether Holt instructed Ms. Chu to use innocuous language (such as "market adjustment" or "cost-driven change") in communications with the sales team, in order to disguise the fact that the pricing changes were the product of an agreement with competitors;

4. Cumulative Suspicion. The DOJ may pursue a line of questioning designed to establish, cumulatively, that the totality of circumstances — the frequency o