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PRIVILEGED AND CONFIDENTIAL — INTERNAL ADMINISTRATIVE

CALDERWOOD & HARKNESS LLP

INTERNAL MEMORANDUM

TO: Firm Administrative Team / Matter Management Office, Calderwood & Harkness LLP

FROM: Conrad Ashby, Partner, White Collar & Investigations Practice Group

DATE: March 31, 2023

RE: Request to Place Matter in Dormant Status — Matter No. 1034-00001; Representation of Jonathan R. Caldwell — Grand Jury Subpoena Response (Grand Jury No. 22-GJ-4481, U.S. District Court for the Southern District of New York)

CC: Bernard Crawford (Responsible Partner); Daniel Obi (Lead Associate); Lisa Morrow (Working Associate)

I. PURPOSE OF MEMORANDUM

This memorandum formally requests that Matter No. 1034-00001 be placed in dormant status in the firm's matter management system, effective April 1, 2023.

All substantive legal work on this engagement has been completed. The firm's representation of Jonathan R. Caldwell in connection with his response to a federal grand jury subpoena issued by the U.S. Attorney's Office for the Southern District of New York has reached a natural pause point. Specifically, all responsive documents have been collected, reviewed, and produced to the government in three rolling productions; a comprehensive privilege log has been delivered; the assigned Assistant United States Attorney has confirmed that no further requests are pending at this time; and all billing on the matter is current, with a zero outstanding balance.

Notwithstanding the completion of active work, the matter should not be formally closed at this time. The underlying federal investigation remains pending, no indictment has been filed on the public docket, and Mr. Caldwell's potential testimonial obligation remains deferred. Accordingly, the matter should be maintained in a monitoring posture with periodic status checks conducted at ninety-day intervals, as described more fully in Section VI below. The engagement team will continue to monitor developments and will promptly request reactivation in the event of any material change in circumstances warranting renewed attention.

II. MATTER SUMMARY

A. Client and Engagement

The client on this matter is Jonathan R. Caldwell, an individual residing at 1140 Park Avenue, Apt. 14C, New York, NY 10128. Mr. Caldwell is the Managing Principal and Sole Member of Caldwell Capital Advisors LLC ("CCA"), a New York limited liability company with its principal office located at 590 Madison Avenue, 22nd Floor, New York, NY 10022. CCA manages approximately $340 million in real estate-focused investment assets across three fund vehicles. Mr. Caldwell is also the sole owner of JRC Realty Holdings LLC, a personal real estate holding company with an assessed portfolio value of approximately $78 million across fourteen properties located in the New York tristate area.

The firm was engaged to represent Mr. Caldwell in connection with his response to a federal grand jury subpoena (Grand Jury No. 22-GJ-4481) issued by the U.S. Attorney's Office for the Southern District of New York, located at 500 Pearl Street, New York, NY 10007. The subpoena required the production of documents relating to Mr. Caldwell's business dealings with Marcus W. Stavros and entities affiliated with Aegean Realty Partners LLC, as described more fully in Section II.C below.

The engagement letter for this representation was signed by Mr. Caldwell on December 5, 2022, and the matter was opened in the firm's system on the same date under billing code 1034-00001.

B. Engagement Team

The engagement team for this matter consisted of the following timekeepers:

• Conrad Ashby — Billing Partner, White Collar & Investigations Practice Group. Mr. Ashby served as the substantive lead on all aspects of the engagement, including government communications, subpoena analysis, privilege determinations, and overall strategy. Billing rate: $1,350 per hour.

• Bernard Crawford — Responsible Partner, Labor & Employment Practice Group. Mr. Crawford originated the engagement through his existing advisory relationship with Mr. Caldwell on employment matters at CCA. Mr. Crawford's involvement in substantive work was limited, but he participated in client intake, engagement letter execution, and initial client debriefings. Billing rate: $1,275 per hour.

• Daniel Obi — Lead Associate, Banking & Finance Practice Group. Mr. Obi was responsible for document review, financial transaction analysis, and the preparation of chronologies and summaries of fund flows between Caldwell-controlled entities and Aegean Realty entities. Mr. Obi's banking and finance background was instrumental in analyzing the complex loan documentation and capital movement patterns reflected in the subpoenaed materials. Billing rate: $825 per hour.

• Lisa Morrow — Working Associate, Banking & Finance Practice Group. Ms. Morrow managed document collection from all custodial sources, coordinated with the e-discovery vendor, conducted first-level privilege review, and oversaw the formatting and delivery of all productions to the government. Billing rate: $675 per hour.

• Paralegal (various) — Paralegal support was provided by members of the firm's litigation support department on an as-needed basis for tasks including document indexing, Bates stamping, and administrative coordination with the e-discovery vendor. Billing rate: $375 per hour.

C. Background of the Investigation

The grand jury subpoena served on Mr. Caldwell relates to an ongoing federal investigation into Marcus W. Stavros, age 54, the founder and principal of Aegean Realty Partners LLC, a Connecticut limited liability company with its principal office located at 280 Atlantic Street, Suite 510, Stamford, CT 06901. Based on the scope of the subpoena and the information conveyed to the undersigned by the assigned AUSA, Mr. Stavros is the apparent target of the investigation.

The suspected offenses under investigation include wire fraud in violation of 18 U.S.C. § 1343, bank fraud in violation of 18 U.S.C. § 1344, money laundering in violation of 18 U.S.C. § 1956, and conspiracy in violation of 18 U.S.C. § 371. Mr. Stavros is represented by separate counsel in connection with the investigation: Victor A. Reddick of Reddick, Sorrento & Hale LLP, located at 1 Liberty Plaza, 37th Floor, New York, NY 10006.

As communicated by the government in its discussions with the undersigned, the investigation centers on allegations that Stavros diverted approximately $18.7 million in investor capital from Aegean Realty Fund IV LP and Aegean Realty Fund V LP to personal accounts and accounts controlled by entities that Stavros held outside the fund structure. The government further alleges that Stavros inflated property appraisals through Pinnacle Appraisal Group LLC, located at 355 Lexington Avenue, 9th Floor, New York, NY 10017, in order to secure larger commercial real estate loans from Westlake Fidelity Bank, N.A., located at 600 Summer Street, Stamford, CT 06901. Additionally, the government alleges that Stavros caused false financial statements to be submitted to both Westlake Fidelity Bank and Harborview Trust Company, located at 88 Broad Street, Suite 200, Bridgeport, CT 06604.

The estimated total losses to investors in the Aegean Realty fund vehicles are approximately $43 million. The estimated total losses to lending institutions are approximately $31 million.

Westlake Fidelity Bank extended approximately $127 million in commercial real estate loans to various Aegean Realty syndication vehicles between 2016 and 2020. Westlake Fidelity Bank is represented in this matter by Graystone & Falk LLP, located at 100 Pearl Street, Suite 1600, Hartford, CT 06103, with Catherine A. Falk serving as lead partner. Harborview Trust Company served as escrow agent for certain Aegean Realty transactions and separately extended a $14.5 million mezzanine loan to one Aegean Realty entity.

The government has retained Meridian Forensic Advisors LLC, located at 230 Park Avenue, Suite 1540, New York, NY 10169, as forensic accountants to trace fund flows across the various Aegean Realty entities and related accounts. The Managing Director leading the engagement on behalf of Meridian is Nathan P. Solis.

The AUSA assigned to the investigation is Miriam T. Goldfarb of the Complex Frauds & Cybercrime Unit, U.S. Attorney's Office for the Southern District of New York.

D. Mr. Caldwell's Status in the Investigation

In a telephone proffer conducted on December 12, 2022, between the undersigned and AUSA Goldfarb, AUSA Goldfarb informally confirmed that Mr. Caldwell is considered a witness in the investigation, and is not considered a target or a subject. No formal target letter or subject letter has been issued to Mr. Caldwell at any point during the course of this representation. The undersigned specifically inquired as to Mr. Caldwell's status at the outset of the engagement, and AUSA Goldfarb's characterization of Mr. Caldwell as a witness has been consistent throughout all of our interactions with the government.

The government views Mr. Caldwell as a co-investor in certain Aegean Realty fund vehicles and joint ventures whose documents may shed light on the representations made by Stavros to investors, the nature and scope of capital movements between various Aegean Realty entities, and the relationship between investor capital contributions and loan proceeds. The government's interest in Mr. Caldwell's documents appears to be primarily evidentiary — that is, the government believes Mr. Caldwell's files may contain contemporaneous correspondence and financial records that corroborate or contradict Stavros's representations regarding fund performance, property valuations, and the use of investor capital.

It should be noted that while AUSA Goldfarb's informal confirmation of Mr. Caldwell's witness status is reassuring, such characterizations are not binding on the government and can change at any time as the investigation develops. The engagement team has advised Mr. Caldwell of this reality and will continue to monitor his status through the periodic check process described in Section VI below.

E. Caldwell-Stavros Relationship Summary

Mr. Caldwell first met Marcus W. Stavros in approximately 2014 at a real estate industry networking event. The two developed a business relationship that resulted in co-investment activity spanning from 2015 through 2019. The following is a summary of Mr. Caldwell's investment exposure to Stavros and Aegean Realty entities:

Limited Partnership Investments:

Mr. Caldwell made limited partnership investments in three Aegean Realty fund vehicles:

• Aegean Realty Fund III LP: $2,500,000 capital commitment, funded in June 2016.

• Aegean Realty Fund IV LP: $4,000,000 capital commitment, funded in March 2017.

• Aegean Realty Fund V LP: $3,500,000 capital commitment, funded in September 2018.

• Total LP Investments: $10,000,000.

Direct Co-Investments Through Joint Venture LLCs:

In addition to his LP investments, Mr. Caldwell participated in two direct co-investments with Stavros through jointly held limited liability companies:

• 710 Flatbush Holdings LLC — A 50/50 joint venture between Caldwell and Stavros, formed for the purpose of acquiring the property located at 710 Flatbush Avenue, Brooklyn, NY 11225. The property was acquired in April 2016 for a total purchase price of $11,200,000. Mr. Caldwell's equity contribution was $2,800,000. The acquisition was financed in part with a $5,600,000 loan from Westlake Fidelity Bank, N.A.

• Stavros-Caldwell Industrial LLC — A 60/40 joint venture (Stavros 60%, Caldwell 40%), formed for the purpose of acquiring the property located at 1500 Commerce Boulevard, Newark, NJ 07114. The property was acquired in October 2017 for a total purchase price of $8,900,000. Mr. Caldwell's equity contribution was $1,424,000. The acquisition was financed in part with a $5,340,000 loan from Westlake Fidelity Bank, N.A.

• Total JV Equity Contributions: $4,224,000.

Aggregate Distributions:

Over the course of the investment relationship, Mr. Caldwell received aggregate distributions of $1,870,000 from the LP investments and $635,000 from the JV investments, for a combined total of $2,505,000 in distributions.

Business Separation:

The business relationship between Caldwell and Stavros deteriorated in 2019. In approximately October 2019, a dispute arose over approximately $340,000 in management fees that Stavros unilaterally charged to 710 Flatbush Holdings LLC without prior consultation with or approval from Mr. Caldwell. This dispute precipitated a broader separation of the business relationship.

A separation agreement was negotiated on Mr. Caldwell's behalf by Whitmore & Kessler LLP, located at 277 Park Avenue, 40th Floor, New York, NY 10172 (partner Patricia Sheldon). The separation agreement became effective on December 15, 2019, and provided for the following terms:

• Stavros purchased Mr. Caldwell's 50% interest in 710 Flatbush Holdings LLC for $3,400,000.

• Stavros purchased Mr. Caldwell's 40% interest in Stavros-Caldwell Industrial LLC for $1,850,000.

• Mr. Caldwell redeemed his limited partnership interests in Aegean Realty Fund III LP and Aegean Realty Fund IV LP pursuant to the terms of the respective limited partnership agreements.

• Mr. Caldwell's limited partnership interest in Aegean Realty Fund V LP was redeemed in March 2020 at a redemption value of $3,150,000.

As a result of the separation, Mr. Caldwell fully exited all investment positions with Stavros and Aegean Realty entities by March 2020, approximately two years before the grand jury subpoena was issued.

III. SUMMARY OF COMPLETED WORK

A. Subpoena and Government Communications

The grand jury subpoena (Grand Jury No. 22-GJ-4481) was issued on November 18, 2022, and served on Mr. Caldwell at his residence at 1140 Park Avenue, Apt. 14C, New York, NY 10128 on November 21, 2022. The original return date specified in the subpoena was December 9, 2022.

Upon being retained, the undersigned promptly contacted AUSA Goldfarb to introduce counsel and negotiate a reasonable production schedule. The following extensions were obtained:

• First Extension: The original return date of December 9, 2022 was extended to January 20, 2023, with the government's agreement to accept responsive documents on a rolling production schedule. This extension was confirmed by AUSA Goldfarb via email dated December 8, 2022.

• Second Extension: An additional extension was granted to February 10, 2023 for the second rolling production, in recognition of the volume of financial documents requiring review and the complexity of the privilege analysis relating to communications with prior counsel. This extension was confirmed by AUSA Goldfarb via email dated January 19, 2023.

The subpoena's documentary scope encompassed all documents and communications between Mr. Caldwell and Stavros, between Mr. Caldwell and any Aegean Realty entity, and between Mr. Caldwell and Westlake Fidelity Bank, N.A. or Harborview Trust Company, for the period from January 1, 2014 through December 31, 2021, relating to:

(a) Any real estate investment, co-investment, or syndication involving Aegean Realty Partners LLC or its affiliated funds;

(b) Any loan, financing arrangement, or capital raise involving properties in which Mr. Caldwell and Stavros had a direct or indirect interest;

(d) Any transfer or movement of funds between Caldwell-controlled accounts and Stavros- or Aegean-controlled accounts.

The subpoena also contained a testimonial component requiring Mr. Caldwell's appearance before the grand jury. Through negotiation with AUSA Goldfarb, the testimonial component was deferred pending the government's review of the document production. As of this date, no testimony date has been scheduled, and the government has not indicated when or whether it intends to call Mr. Caldwell to testify.

B. Document Collection and Review

Custodians and Sources:

The engagement team collected documents from the following custodial sources: Jonathan R. Caldwell's personal email account (jrc@caldwellcap.com), Mr. Caldwell's personal mobile device, physical files maintained at Mr. Caldwell's residence (1140 Park Avenue, Apt. 14C) and at the CCA office (590 Madison Avenue, 22nd Floor), and the CCA shared drive maintained on the firm's internal network. The date range for collection corresponded to the subpoena's specified period of January 1, 2014 through December 31, 2021.

Volume:

The total number of documents collected from all sources was approximately 14,200 items. The total data volume processed was approximately 8.3 gigabytes.

E-discovery Vendor:

The firm retained Clearpath Document Solutions Inc., located at 15 Maiden Lane, Suite 800, New York, NY 10038, to serve as the e-discovery vendor for this engagement. The project manager assigned by Clearpath was Raj K. Anand. Clearpath was retained under a statement of work dated December 9, 2022, which provided for a flat fee of $47,500 covering processing, hosting, and production of up to 10 gigabytes of data.

Review Results:

All 14,200 collected documents were reviewed by the engagement team for responsiveness to the subpoena's specifications and for the assertion of applicable privileges. The review was conducted primarily by Ms. Morrow (first-level review) and Mr. Obi (second-level review for complex financial documents and privilege calls), with the undersigned providing final determinations on all privilege assertions.

The results of the review were as follows:

• Documents identified as responsive: 3,847

• Documents withheld on privilege grounds: 214

• Documents produced to the government: 3,633 (3,847 responsive minus 214 privileged)

The 214 documents withheld on privilege grounds consisted primarily of communications protected by the attorney-client privilege and/or the work product doctrine. The majority of these withheld documents fell into two categories: (i) communications between Mr. Caldwell and attorneys at Whitmore & Kessler LLP regarding the negotiation and execution of the December 2019 separation agreement with Stavros, and (ii) communications between Mr. Caldwell and Thornberg & Whitfield CPAs, located at 521 Fifth Avenue, 17th Floor, New York, NY 10175, relating to tax advice rendered at the direction of counsel in connection with the separation and the redemption of Mr. Caldwell's fund interests.

Production Format:

All documents were produced to the government in TIFF image format with accompanying load files. Documents were sequentially Bates-stamped with the prefix "CALDWELL" followed by five-digit sequential numbering, running from CALDWELL-00001 through CALDWELL-03633.

C. Production Schedule (Completed)

The document production was completed across three rolling productions, as summarized in the following table:

The first rolling production, delivered on January 20, 2023, consisted of the most readily accessible and clearly responsive materials, including Mr. Caldwell's direct email correspondence with Stavros and with Aegean Realty entity representatives, LP subscription documents, capital call notices, and distribution statements. The second rolling production, delivered on February 10, 2023, covered the more complex financial records, including loan documents, closing binders, wire transfer confirmations, account statements, and appraisal reports. The third and final production, delivered on February 24, 2023, included the remaining responsive materials identified through the tail end of the review process, including certain physical documents that required scanning and additional items identified through de-duplication quality control checks.

A privilege log containing 214 entries was prepared and delivered to AUSA Goldfarb concurrently with the third and final production on February 24, 2023. The privilege log was prepared in accordance with the requirements of Federal Rule of Criminal Procedure 17(c) and included, for each withheld document, the date, author, recipient(s), general subject matter description, and the specific privilege(s) asserted.

D. Final Government Communication

On March 3, 2023, AUSA Goldfarb sent an email to the undersigned acknowledging receipt of the third and final production and the accompanying privilege log. In that email, AUSA Goldfarb stated that the government had "no further requests at this time" with respect to Mr. Caldwell's subpoena compliance.

Since the date of that communication — a period of approximately four weeks as of this writing — no additional inquiries, requests for supplemental production, challenges to privilege assertions, or testimony scheduling communications have been received from the government. The engagement team has had no further contact with AUSA Goldfarb, nor with any other representative of the U.S. Attorney's Office, the FBI, or any other government agency, with respect to this matter.

IV. BILLING AND FINANCIAL STATUS

A. Fee Summary

The following table summarizes the professional fees incurred on this matter:

The total hours billed on the matter were 297.5, reflecting an engagement that spanned approximately three and one-half months of active work. The distribution of hours across the engagement team reflects the nature of the work performed: the undersigned's 98.5 hours were concentrated in government communications, strategy sessions with the client, privilege determinations, and supervision of the production process; Mr. Obi's 112.0 hours were devoted primarily to the substantive review of complex financial documents and transaction analysis; Ms. Morrow's 62.0 hours covered document collection, first-level responsiveness and privilege review, vendor coordination, and production management; Mr. Crawford's 12.0 hours were limited to client intake and periodic check-in calls with Mr. Caldwell; and the 13.0 paralegal hours addressed administrative and logistical tasks.

B. Costs. The following hard costs were incurred and billed to the client in connection with this matter:

The Clearpath flat fee of $47,500 was negotiated at the outset of the engagement and covers processing, hosting, and production of up to 10 gigabytes of data. As the total volume processed was approximately 8.3 gigabytes, the engagement remained within the scope of the flat fee arrangement. The courier, copying, and miscellaneous expenses of $2,340 include delivery charges for productions transmitted to the U.S. Attorney's Office, copying costs for physical documents scanned during collection, and other incidental charges.

C. Total Billed and Payment Status

The following table summarizes the total billed amount and payment history for this matter:

All invoices have been issued and paid in full. The account carries a zero outstanding balance. Mr. Caldwell made all payments promptly upon receipt of invoices, and no collection issues arose at any point during the engagement. Billing on this matter is current, and no further invoicing is anticipated unless the matter is reactivated.

V. DORMANCY REQUEST

A. Requested Effective Date

It is requested that Matter No. 1034-00001 be placed in dormant status in the firm's matter management system effective April 1, 2023.

Upon placement in dormant status, the matter should remain accessible to all members of the engagement team but should no longer appear as an active matter for billing, staffing, or workload allocation purposes. Time entries, if any, should continue to be recorded against the existing billing code in the event that periodic status checks or unanticipated developments require attorney attention during the dormancy period.

B. Basis for Dormancy

The request to place this matter in dormant status is supported by the following factors:

1. All document productions are complete. A total of 3,633 responsive documents were produced to the government across three rolling productions, with the final production delivered on February 24, 2023.

2. Privilege log has been delivered. A privilege log containing 214 entries was delivered to AUSA Goldfarb concurrently with the final production on February 24, 2023.

3. The government has confirmed no further requests. In an email dated March 3, 2023, AUSA Goldfarb acknowledged receipt of the final production and privilege log and stated that the government has "no further requests at this time."

4. No testimony has been scheduled. Mr. Caldwell's testimonial obligation under the subpoena remains deferred pending the government's review of the document production. No date for grand jury testimony has been set, and the government has not indicated when or whether it intends to schedule testimony.

5. The client has been advised. Mr. Caldwell was advised of the proposed dormant status by means of a closing status letter dated March 22, 2023, prepared by the undersigned and delivered via email and U.S. mail. The letter informed Mr. Caldwell that active work on the matter has been completed, that the matter will be maintained in a monitoring posture, and that the firm will conduct periodic status checks. Mr. Caldwell acknowledged receipt of the letter and expressed no objection to the proposed dormancy.

6. Billing is current. All invoices have been paid in full, and the outstanding balance on the matter is $0.00.

7. No indictment has been filed. As of the date of this memorandum, no indictment or information naming Marcus W. Stavros or any co-defendant has been filed on the public docket of the U.S. District Court for the Southern District of New York. The investigation remains pending, and the status of the grand jury proceedings is not publicly known.

C. Records and Document Preservation

All work product, correspondence, attorney notes, production files, privilege log materials, and other documents generated in connection with this engagement should be retained in the firm's document management system under Matter No. 1034-00001 in accordance with the firm's standard document retention policy for white collar and investigations matters. No files should be destroyed, archived off-site, or removed from active access during the dormancy period without the express written authorization of the undersigned.

The Clearpath Document Solutions Inc. hosting environment should remain active during the dormancy period. The flat fee of $47,500 negotiated at the outset of the engagement covers hosting through the initial twelve-month term of the statement of work (through approximately December 9, 2023). If the matter remains dormant beyond that date, any renewal or extension costs for continued hosting will be addressed by the engagement team in coordination with the client. Ms. Morrow should calendar a reminder for November 2023 to evaluate the hosting arrangement prior to the expiration of the initial term.

Critically, the litigation hold notice issued to Mr. Caldwell and Caldwell Capital Advisors LLC on December 5, 2022 remains in effect and should not be released until affirmative written instruction is provided by the engagement team. The litigation hold requires Mr. Caldwell and CCA to preserve all documents and electronically stored information potentially relevant to the investigation, including materials that may not have been within the scope of the subpoena but that could become relevant if the investigation expands or if Mr. Caldwell is called to testify. The continuing obligation to preserve documents will be reinforced during each periodic status check.

VI. PERIODIC STATUS CHECK SCHEDULE

During the dormancy period, a periodic status check is to be conducted by a member of the engagement team at intervals of approximately ninety (90) days. Lisa Morrow is designated as the primary responsible person for conducting these status checks. In the event that Ms. Morrow is unavailable (due to leave, departure from the firm, or reassignment), the responsibility should pass to Daniel Obi or, in his absence, to the undersigned.

Each periodic status check should include the following components:

1. Client Inquiry. Ms. Morrow should contact Mr. Caldwell (or his designated representative) to inquire whether Mr. Caldwell has received any government contact, subpoenas, inquiries, or other communications from the U.S. Attorney's Office, the FBI, any other law enforcement or regulatory agency, or any third-party counsel in connection with the Stavros investigation or any related matter. This inquiry may be conducted by telephone or email, as circumstances warrant.

2. PACER Docket Search. Ms. Morrow should conduct a search of the Public Access to Court Electronic Records (PACER) system for any filings in the U.S. District Court for the Southern District of New York related to Grand Jury No. 22-GJ-4481 or any indictment, information, or other criminal charging document naming Marcus W. Stavros, Aegean Realty Partners LLC, or any known associated entity or individual.

3. Public Records and Media Review. Ms. Morrow should review publicly available sources, including legal news databases, general media publications, and regulatory enforcement announcements, for any developments naming Mr. Caldwell, Stavros, Aegean Realty Partners, or any related party in connection with the investigation or any civil or regulatory proceedings arising from the same underlying facts.

4. Internal Memorandum. Following each status check, Ms. Morrow should prepare a brief internal memorandum documenting the results of the check, including the date the check was conducted, a summary of the client's responses, the results of the PACER search and media review, and a recommendation as to whether the matter should remain in dormant status, be reactivated, or be formally closed.

The approximate schedule for upcoming status checks is as follows:

If any material development is identified during a periodic status check — including but not limited to government contact with the client, the filing of an indictment, the scheduling of testimony, or a challenge to the privilege log — the matter should be immediately reactivated and the full engagement team (Ashby, Crawford, Obi, and Morrow) should be notified without delay.

VII. REACTIVATION TRIGGERS

The matter should be removed from dormant status and immediately reactivated upon the occurrence of any of the following events:

1. New Government Contact. Any new contact from the U.S. Attorney's Office for the Southern District of New York, or from any other federal, state, or local government agency, directed at Mr. Caldwell or any entity he controls, in connection with the Stavros investigation or any related matter.

2. Supplemental Subpoena or Document Request. The issuance of a supplemental grand jury subpoena, an additional document request, a request for supplemental production, or a notice scheduling Mr. Caldwell's grand jury testimony.

3. Indictment or Charging Document. The filing of an indictment, superseding indictment, information, or any other criminal charging document naming Marcus W. Stavros, any co-defendant, or any entity affiliated with Aegean Realty Partners LLC. The filing of such a charging document could result in renewed government interest in Mr. Caldwell as a potential trial witness and may trigger obligations under the Jencks Act, Brady v. Maryland, or related disclosure requirements.

4. Privilege Challenge. Any challenge by the government to the privilege log, including any request for in camera review of withheld documents by the court, any motion to compel production of documents asserted as privileged, or any informal request by AUSA Goldfarb or other government counsel to discuss specific privilege log entries.

5. Third-Party Contact. Any contact from counsel for Marcus W. Stavros (Victor A. Reddick, Reddick, Sorrento & Hale LLP), counsel for Westlake Fidelity Bank, N.A. (Catherine A. Falk, Graystone & Falk LLP), or any other third party seeking documents, testimony, or information from Mr. Caldwell in connection with the investigation or any related proceeding.

6. Civil or Regulatory Proceedings. The commencement of any civil litigation, SEC enforcement action, state regulatory proceeding, or other legal proceeding arising from the same underlying facts as the federal investigation, in which Mr. Caldwell is named as a party, potential witness, or person of interest.

7. Client Request. Any request by Mr. Caldwell for the reactivation of the engagement, whether in response to a specific development or for any other reason.

Upon reactivation, the engagement team should promptly assess the nature and scope of the triggering event, determine whether additional staffing or resources are required, and communicate with the client regarding the resumption of active representation.

VIII. CLIENT CONTACT INFORMATION FOR ONGOING MONITORING

The following contact information should be maintained in the firm's matter management system for use during the dormancy period:

Client:

Jonathan R. Caldwell Residence: 1140 Park Avenue, Apt. 14C, New York, NY 10128 Office: Caldwell Capital Advisors LLC, 590 Madison Avenue, 22nd Floor, New York, NY 10022

Email: jrc@caldwellcap.com

CCA EIN: 83-2174056 JRC Realty Holdings LLC EIN: 81-4493217

Client's Accountant:

Helen R. Thornberg, Senior Partner Thornberg & Whitfield CPAs 521 Fifth Avenue, 17th Floor New York, NY 10175

Ms. Thornberg should be contacted in the event that any tax-related inquiries arise in connection with the matter during the dormancy period. Any communications with Ms. Thornberg should be coordinated through Mr. Caldwell to preserve applicable privilege protections.

Prior Commercial Counsel (Separation Agreement):

Patricia Sheldon, Partner Whitmore & Kessler LLP 277 Park Avenue, 40th Floor New York, NY 10172

Ms. Sheldon represented Mr. Caldwell in the negotiation and execution of the December 2019 separation agreement with Stavros. Communications with Ms. Sheldon's firm are among the materials withheld on the privilege log. Any contact with Ms. Sheldon should be coordinated through the undersigned.

IX. CONCLUSION

Based on the foregoing, the engagement team respectfully requests that Matter No. 1034-00001 be placed in dormant status in the firm's matter management system, effective April 1, 2023. All substantive work has been completed, no government requests are pending, all billing is current, and the matter is appropriately positioned for periodic monitoring during the dormancy period.

Please process this dormancy request at your earliest convenience and confirm the effective date in the matter management system by email to the undersigned and to Lisa Morrow. Any questions regarding this request or the underlying matter should be directed to the undersigned at cashby@calderwoodharkness.com or by telephone at (212) 555-4100, or to Lisa Morrow at lmorrow@calderwoodharkness.com or by telephone at (212) 555-4247.

CONRAD ASHBY Partner, White Collar & Investigations Practice Group Calderwood & Harkness LLP 450 Park Avenue, 30th Floor New York, NY 10022

Signature: ________

Date: March 31, 2023

PRIVILEGED AND CONFIDENTIAL — INTERNAL ADMINISTRATIVE This memorandum is an internal administrative communication of Calderwood & Harkness LLP and is protected by the attorney-client privilege and the work product doctrine. It is intended solely for use by firm personnel in connection with matter management functions. Any unauthorized disclosure, copying, or distribution of this memorandum is strictly prohibited.

Production	Date	Bates Range	Document Count
First Rolling Production	January 20, 2023	CALDWELL-00001 through CALDWELL-01842	1,842
Second Rolling Production	February 10, 2023	CALDWELL-01843 through CALDWELL-03217	1,375
Third and Final Production	February 24, 2023	CALDWELL-03218 through CALDWELL-03633	416
Total	CALDWELL-00001 through CALDWELL-03633	3,633
Timekeeper	Hours	Rate	Total
Conrad Ashby (Partner)	98.5	$1,350/hr	$132,975.00
Bernard Crawford (Partner)	12.0	$1,275/hr	$15,300.00
Daniel Obi (Associate)	112.0	$825/hr	$92,400.00
Lisa Morrow (Associate)	62.0	$675/hr	$41,850.00
Paralegal (various)	13.0	$375/hr	$4,875.00
Total Professional Fees	297.5	$287,400.00
Item	Amount
Clearpath Document Solutions Inc. (flat fee — processing, hosting, production)	$47,500.00
Courier, copying, and miscellaneous expenses	$2,340.00
Total Costs	$49,840.00
Item	Amount
Total Professional Fees	$287,400.00
Total Costs	$49,840.00
Total Billed	$337,240.00
Payment	Date	Amount
Retainer deposit (IOLA trust account Acct. No. 4401-8827-6650 at Northern Capital Bank, N.A.)	December 7, 2022	$150,000.00
Second payment	February 1, 2023	$100,000.00
Final payment	March 15, 2023	$87,290.00
Total Payments Received	$337,290.00

Outstanding Balance	$0.00
Status Check	Approximate Date
First Check	July 2023
Second Check	October 2023
Third Check	January 2024
Fourth Check	April 2024
Continuing	At 90-day intervals thereafter until the matter is reactivated or formally closed

PRIVILEGED AND CONFIDENTIAL — INTERNAL ADMINISTRATIVE
CALDERWOOD & HARKNESS LLP
INTERNAL MEMORANDUM
TO: Firm Administrative Team / Matter Management Office, Calderwood & Harkness LLP
FROM: Conrad Ashby, Partner, White Collar & Investigations Practice Group
DATE: March 31, 2023
RE: Request to Place Matter in Dormant Status — Matter No. 1034-00001; Representation of Jonathan R. Caldwell — Grand Jury Subpoena Response (Grand Jury No. 22-GJ-4481, U.S. District Court for the Southern District of New York)
CC: Bernard Crawford (Responsible Partner); Daniel Obi (Lead Associate); Lisa Morrow (Working Associate)
I. PURPOSE OF MEMORANDUM
This memorandum formally requests that Matter No. 1034-00001 be placed in dormant status in the firm's matter management system, effective April 1, 2023.
All substantive legal work on this engagement has been completed. The firm's representation of Jonathan R. Caldwell in connection with his response to a federal grand jury subpoena issued by the U.S. Attorney's Office for the Southern District of New York has reached a natural pause point. Specifically, all responsive documents have been collected, reviewed, and produced to the government in three rolling productions; a comprehensive privilege log has been delivered; the assigned Assistant United States Attorney has confirmed that no further requests are pending at this time; and all billing on the matter is current, with a zero outstanding balance.
Notwithstanding the completion of active work, the matter should not be formally closed at this time. The underlying federal investigation remains pending, no indictment has been filed on the public docket, and Mr. Caldwell's potential testimonial obligation remains deferred. Accordingly, the matter should be maintained in a monitoring posture with periodic status checks conducted at ninety-day intervals, as described more fully in Section VI below. The engagement team will continue to monitor developments and will promptly request reactivation in the event of any material change in circumstances warranting renewed attention.
II. MATTER SUMMARY
A. Client and Engagement
The client on this matter is Jonathan R. Caldwell, an individual residing at 1140 Park Avenue, Apt. 14C, New York, NY 10128. Mr. Caldwell is the Managing Principal and Sole Member of Caldwell Capital Advisors LLC ("CCA"), a New York limited liability company with its principal office located at 590 Madison Avenue, 22nd Floor, New York, NY 10022. CCA manages approximately $340 million in real estate-focused investment assets across three fund vehicles. Mr. Caldwell is also the sole owner of JRC Realty Holdings LLC, a personal real estate holding company with an assessed portfolio value of approximately $78 million across fourteen properties located in the New York tristate area.
The firm was engaged to represent Mr. Caldwell in connection with his response to a federal grand jury subpoena (Grand Jury No. 22-GJ-4481) issued by the U.S. Attorney's Office for the Southern District of New York, located at 500 Pearl Street, New York, NY 10007. The subpoena required the production of documents relating to Mr. Caldwell's business dealings with Marcus W. Stavros and entities affiliated with Aegean Realty Partners LLC, as described more fully in Section II.C below.
The engagement letter for this representation was signed by Mr. Caldwell on December 5, 2022, and the matter was opened in the firm's system on the same date under billing code 1034-00001.
B. Engagement Team
The engagement team for this matter consisted of the following timekeepers:
•  Conrad Ashby — Billing Partner, White Collar & Investigations Practice Group. Mr. Ashby served as the substantive lead on all aspects of the engagement, including government communications, subpoena analysis, privilege determinations, and overall strategy. Billing rate: $1,350 per hour.
•  Bernard Crawford — Responsible Partner, Labor & Employment Practice Group. Mr. Crawford originated the engagement through his existing advisory relationship with Mr. Caldwell on employment matters at CCA. Mr. Crawford's involvement in substantive work was limited, but he participated in client intake, engagement letter execution, and initial client debriefings. Billing rate: $1,275 per hour.
•  Daniel Obi — Lead Associate, Banking & Finance Practice Group. Mr. Obi was responsible for document review, financial transaction analysis, and the preparation of chronologies and summaries of fund flows between Caldwell-controlled entities and Aegean Realty entities. Mr. Obi's banking and finance background was instrumental in analyzing the complex loan documentation and capital movement patterns reflected in the subpoenaed materials. Billing rate: $825 per hour.
•  Lisa Morrow — Working Associate, Banking & Finance Practice Group. Ms. Morrow managed document collection from all custodial sources, coordinated with the e-discovery vendor, conducted first-level privilege review, and oversaw the formatting and delivery of all productions to the government. Billing rate: $675 per hour.
•  Paralegal (various) — Paralegal support was provided by members of the firm's litigation support department on an as-needed basis for tasks including document indexing, Bates stamping, and administrative coordination with the e-discovery vendor. Billing rate: $375 per hour.
C. Background of the Investigation
The grand jury subpoena served on Mr. Caldwell relates to an ongoing federal investigation into Marcus W. Stavros, age 54, the founder and principal of Aegean Realty Partners LLC, a Connecticut limited liability company with its principal office located at 280 Atlantic Street, Suite 510, Stamford, CT 06901. Based on the scope of the subpoena and the information conveyed to the undersigned by the assigned AUSA, Mr. Stavros is the apparent target of the investigation.
The suspected offenses under investigation include wire fraud in violation of 18 U.S.C. § 1343, bank fraud in violation of 18 U.S.C. § 1344, money laundering in violation of 18 U.S.C. § 1956, and conspiracy in violation of 18 U.S.C. § 371. Mr. Stavros is represented by separate counsel in connection with the investigation: Victor A. Reddick of Reddick, Sorrento & Hale LLP, located at 1 Liberty Plaza, 37th Floor, New York, NY 10006.
As communicated by the government in its discussions with the undersigned, the investigation centers on allegations that Stavros diverted approximately $18.7 million in investor capital from Aegean Realty Fund IV LP and Aegean Realty Fund V LP to personal accounts and accounts controlled by entities that Stavros held outside the fund structure. The government further alleges that Stavros inflated property appraisals through Pinnacle Appraisal Group LLC, located at 355 Lexington Avenue, 9th Floor, New York, NY 10017, in order to secure larger commercial real estate loans from Westlake Fidelity Bank, N.A., located at 600 Summer Street, Stamford, CT 06901. Additionally, the government alleges that Stavros caused false financial statements to be submitted to both Westlake Fidelity Bank and Harborview Trust Company, located at 88 Broad Street, Suite 200, Bridgeport, CT 06604.
The estimated total losses to investors in the Aegean Realty fund vehicles are approximately $43 million. The estimated total losses to lending institutions are approximately $31 million.
Westlake Fidelity Bank extended approximately $127 million in commercial real estate loans to various Aegean Realty syndication vehicles between 2016 and 2020. Westlake Fidelity Bank is represented in this matter by Graystone & Falk LLP, located at 100 Pearl Street, Suite 1600, Hartford, CT 06103, with Catherine A. Falk serving as lead partner. Harborview Trust Company served as escrow agent for certain Aegean Realty transactions and separately extended a $14.5 million mezzanine loan to one Aegean Realty entity.
The government has retained Meridian Forensic Advisors LLC, located at 230 Park Avenue, Suite 1540, New York, NY 10169, as forensic accountants to trace fund flows across the various Aegean Realty entities and related accounts. The Managing Director leading the engagement on behalf of Meridian is Nathan P. Solis.
The AUSA assigned to the investigation is Miriam T. Goldfarb of the Complex Frauds & Cybercrime Unit, U.S. Attorney's Office for the Southern District of New York.
D. Mr. Caldwell's Status in the Investigation
In a telephone proffer conducted on December 12, 2022, between the undersigned and AUSA Goldfarb, AUSA Goldfarb informally confirmed that Mr. Caldwell is considered a witness in the investigation, and is not considered a target or a subject. No formal target letter or subject letter has been issued to Mr. Caldwell at any point during the course of this representation. The undersigned specifically inquired as to Mr. Caldwell's status at the outset of the engagement, and AUSA Goldfarb's characterization of Mr. Caldwell as a witness has been consistent throughout all of our interactions with the government.
The government views Mr. Caldwell as a co-investor in certain Aegean Realty fund vehicles and joint ventures whose documents may shed light on the representations made by Stavros to investors, the nature and scope of capital movements between various Aegean Realty entities, and the relationship between investor capital contributions and loan proceeds. The government's interest in Mr. Caldwell's documents appears to be primarily evidentiary — that is, the government believes Mr. Caldwell's files may contain contemporaneous correspondence and financial records that corroborate or contradict Stavros's representations regarding fund performance, property valuations, and the use of investor capital.
It should be noted that while AUSA Goldfarb's informal confirmation of Mr. Caldwell's witness status is reassuring, such characterizations are not binding on the government and can change at any time as the investigation develops. The engagement team has advised Mr. Caldwell of this reality and will continue to monitor his status through the periodic check process described in Section VI below.
E. Caldwell-Stavros Relationship Summary
Mr. Caldwell first met Marcus W. Stavros in approximately 2014 at a real estate industry networking event. The two developed a business relationship that resulted in co-investment activity spanning from 2015 through 2019. The following is a summary of Mr. Caldwell's investment exposure to Stavros and Aegean Realty entities:
Limited Partnership Investments:
Mr. Caldwell made limited partnership investments in three Aegean Realty fund vehicles:
•  Aegean Realty Fund III LP: $2,500,000 capital commitment, funded in June 2016.
•  Aegean Realty Fund IV LP: $4,000,000 capital commitment, funded in March 2017.
•  Aegean Realty Fund V LP: $3,500,000 capital commitment, funded in September 2018.
•  Total LP Investments: $10,000,000.
Direct Co-Investments Through Joint Venture LLCs:
In addition to his LP investments, Mr. Caldwell participated in two direct co-investments with Stavros through jointly held limited liability companies:
•  710 Flatbush Holdings LLC — A 50/50 joint venture between Caldwell and Stavros, formed for the purpose of acquiring the property located at 710 Flatbush Avenue, Brooklyn, NY 11225. The property was acquired in April 2016 for a total purchase price of $11,200,000. Mr. Caldwell's equity contribution was $2,800,000. The acquisition was financed in part with a $5,600,000 loan from Westlake Fidelity Bank, N.A.
•  Stavros-Caldwell Industrial LLC — A 60/40 joint venture (Stavros 60%, Caldwell 40%), formed for the purpose of acquiring the property located at 1500 Commerce Boulevard, Newark, NJ 07114. The property was acquired in October 2017 for a total purchase price of $8,900,000. Mr. Caldwell's equity contribution was $1,424,000. The acquisition was financed in part with a $5,340,000 loan from Westlake Fidelity Bank, N.A.
•  Total JV Equity Contributions: $4,224,000.
Aggregate Distributions:
Over the course of the investment relationship, Mr. Caldwell received aggregate distributions of $1,870,000 from the LP investments and $635,000 from the JV investments, for a combined total of $2,505,000 in distributions.
Business Separation:
The business relationship between Caldwell and Stavros deteriorated in 2019. In approximately October 2019, a dispute arose over approximately $340,000 in management fees that Stavros unilaterally charged to 710 Flatbush Holdings LLC without prior consultation with or approval from Mr. Caldwell. This dispute precipitated a broader separation of the business relationship.
A separation agreement was negotiated on Mr. Caldwell's behalf by Whitmore & Kessler LLP, located at 277 Park Avenue, 40th Floor, New York, NY 10172 (partner Patricia Sheldon). The separation agreement became effective on December 15, 2019, and provided for the following terms:
•  Stavros purchased Mr. Caldwell's 50% interest in 710 Flatbush Holdings LLC for $3,400,000.
•  Stavros purchased Mr. Caldwell's 40% interest in Stavros-Caldwell Industrial LLC for $1,850,000.
•  Mr. Caldwell redeemed his limited partnership interests in Aegean Realty Fund III LP and Aegean Realty Fund IV LP pursuant to the terms of the respective limited partnership agreements.
•  Mr. Caldwell's limited partnership interest in Aegean Realty Fund V LP was redeemed in March 2020 at a redemption value of $3,150,000.
As a result of the separation, Mr. Caldwell fully exited all investment positions with Stavros and Aegean Realty entities by March 2020, approximately two years before the grand jury subpoena was issued.
III. SUMMARY OF COMPLETED WORK
A. Subpoena and Government Communications
The grand jury subpoena (Grand Jury No. 22-GJ-4481) was issued on November 18, 2022, and served on Mr. Caldwell at his residence at 1140 Park Avenue, Apt. 14C, New York, NY 10128 on November 21, 2022. The original return date specified in the subpoena was December 9, 2022.
Upon being retained, the undersigned promptly contacted AUSA Goldfarb to introduce counsel and negotiate a reasonable production schedule. The following extensions were obtained:
•  First Extension: The original return date of December 9, 2022 was extended to January 20, 2023, with the government's agreement to accept responsive documents on a rolling production schedule. This extension was confirmed by AUSA Goldfarb via email dated December 8, 2022.
•  Second Extension: An additional extension was granted to February 10, 2023 for the second rolling production, in recognition of the volume of financial documents requiring review and the complexity of the privilege analysis relating to communications with prior counsel. This extension was confirmed by AUSA Goldfarb via email dated January 19, 2023.
The subpoena's documentary scope encompassed all documents and communications between Mr. Caldwell and Stavros, between Mr. Caldwell and any Aegean Realty entity, and between Mr. Caldwell and Westlake Fidelity Bank, N.A. or Harborview Trust Company, for the period from January 1, 2014 through December 31, 2021, relating to:
(a) Any real estate investment, co-investment, or syndication involving Aegean Realty Partners LLC or its affiliated funds;
(b) Any loan, financing arrangement, or capital raise involving properties in which Mr. Caldwell and Stavros had a direct or indirect interest;
(c) Any appraisal, valuation, or property inspection report for such properties; and
(d) Any transfer or movement of funds between Caldwell-controlled accounts and Stavros- or Aegean-controlled accounts.
The subpoena also contained a testimonial component requiring Mr. Caldwell's appearance before the grand jury. Through negotiation with AUSA Goldfarb, the testimonial component was deferred pending the government's review of the document production. As of this date, no testimony date has been scheduled, and the government has not indicated when or whether it intends to call Mr. Caldwell to testify.
B. Document Collection and Review
Custodians and Sources:
The engagement team collected documents from the following custodial sources: Jonathan R. Caldwell's personal email account (jrc@caldwellcap.com), Mr. Caldwell's personal mobile device, physical files maintained at Mr. Caldwell's residence (1140 Park Avenue, Apt. 14C) and at the CCA office (590 Madison Avenue, 22nd Floor), and the CCA shared drive maintained on the firm's internal network. The date range for collection corresponded to the subpoena's specified period of January 1, 2014 through December 31, 2021.
Volume:
The total number of documents collected from all sources was approximately 14,200 items. The total data volume processed was approximately 8.3 gigabytes.
E-discovery Vendor:
The firm retained Clearpath Document Solutions Inc., located at 15 Maiden Lane, Suite 800, New York, NY 10038, to serve as the e-discovery vendor for this engagement. The project manager assigned by Clearpath was Raj K. Anand. Clearpath was retained under a statement of work dated December 9, 2022, which provided for a flat fee of $47,500 covering processing, hosting, and production of up to 10 gigabytes of data.
Review Results:
All 14,200 collected documents were reviewed by the engagement team for responsiveness to the subpoena's specifications and for the assertion of applicable privileges. The review was conducted primarily by Ms. Morrow (first-level review) and Mr. Obi (second-level review for complex financial documents and privilege calls), with the undersigned providing final determinations on all privilege assertions.
The results of the review were as follows:
•  Documents identified as responsive: 3,847
•  Documents withheld on privilege grounds: 214
•  Documents produced to the government: 3,633 (3,847 responsive minus 214 privileged)
The 214 documents withheld on privilege grounds consisted primarily of communications protected by the attorney-client privilege and/or the work product doctrine. The majority of these withheld documents fell into two categories: (i) communications between Mr. Caldwell and attorneys at Whitmore & Kessler LLP regarding the negotiation and execution of the December 2019 separation agreement with Stavros, and (ii) communications between Mr. Caldwell and Thornberg & Whitfield CPAs, located at 521 Fifth Avenue, 17th Floor, New York, NY 10175, relating to tax advice rendered at the direction of counsel in connection with the separation and the redemption of Mr. Caldwell's fund interests.
Production Format:
All documents were produced to the government in TIFF image format with accompanying load files. Documents were sequentially Bates-stamped with the prefix "CALDWELL" followed by five-digit sequential numbering, running from CALDWELL-00001 through CALDWELL-03633.
C. Production Schedule (Completed)
The document production was completed across three rolling productions, as summarized in the following table:
The first rolling production, delivered on January 20, 2023, consisted of the most readily accessible and clearly responsive materials, including Mr. Caldwell's direct email correspondence with Stavros and with Aegean Realty entity representatives, LP subscription documents, capital call notices, and distribution statements. The second rolling production, delivered on February 10, 2023, covered the more complex financial records, including loan documents, closing binders, wire transfer confirmations, account statements, and appraisal reports. The third and final production, delivered on February 24, 2023, included the remaining responsive materials identified through the tail end of the review process, including certain physical documents that required scanning and additional items identified through de-duplication quality control checks.
A privilege log containing 214 entries was prepared and delivered to AUSA Goldfarb concurrently with the third and final production on February 24, 2023. The privilege log was prepared in accordance with the requirements of Federal Rule of Criminal Procedure 17(c) and included, for each withheld document, the date, author, recipient(s), general subject matter description, and the specific privilege(s) asserted.
D. Final Government Communication
On March 3, 2023, AUSA Goldfarb sent an email to the undersigned acknowledging receipt of the third and final production and the accompanying privilege log. In that email, AUSA Goldfarb stated that the government had "no further requests at this time" with respect to Mr. Caldwell's subpoena compliance.
Since the date of that communication — a period of approximately four weeks as of this writing — no additional inquiries, requests for supplemental production, challenges to privilege assertions, or testimony scheduling communications have been received from the government. The engagement team has had no further contact with AUSA Goldfarb, nor with any other representative of the U.S. Attorney's Office, the FBI, or any other government agency, with respect to this matter.
IV. BILLING AND FINANCIAL STATUS
A. Fee Summary
The following table summarizes the professional fees incurred on this matter:
The total hours billed on the matter were 297.5, reflecting an engagement that spanned approximately three and one-half months of active work. The distribution of hours across the engagement team reflects the nature of the work performed: the undersigned's 98.5 hours were concentrated in government communications, strategy sessions with the client, privilege determinations, and supervision of the production process; Mr. Obi's 112.0 hours were devoted primarily to the substantive review of complex financial documents and transaction analysis; Ms. Morrow's 62.0 hours covered document collection, first-level responsiveness and privilege review, vendor coordination, and production management; Mr. Crawford's 12.0 hours were limited to client intake and periodic check-in calls with Mr. Caldwell; and the 13.0 paralegal hours addressed administrative and logistical tasks.
B. Costs.  The following hard costs were incurred and billed to the client in connection with this matter:
The Clearpath flat fee of $47,500 was negotiated at the outset of the engagement and covers processing, hosting, and production of up to 10 gigabytes of data. As the total volume processed was approximately 8.3 gigabytes, the engagement remained within the scope of the flat fee arrangement. The courier, copying, and miscellaneous expenses of $2,340 include delivery charges for productions transmitted to the U.S. Attorney's Office, copying costs for physical documents scanned during collection, and other incidental charges.
C. Total Billed and Payment Status
The following table summarizes the total billed amount and payment history for this matter:
All invoices have been issued and paid in full. The account carries a zero outstanding balance. Mr. Caldwell made all payments promptly upon receipt of invoices, and no collection issues arose at any point during the engagement. Billing on this matter is current, and no further invoicing is anticipated unless the matter is reactivated.
V. DORMANCY REQUEST
A. Requested Effective Date
It is requested that Matter No. 1034-00001 be placed in dormant status in the firm's matter management system effective April 1, 2023.
Upon placement in dormant status, the matter should remain accessible to all members of the engagement team but should no longer appear as an active matter for billing, staffing, or workload allocation purposes. Time entries, if any, should continue to be recorded against the existing billing code in the event that periodic status checks or unanticipated developments require attorney attention during the dormancy period.
B. Basis for Dormancy
The request to place this matter in dormant status is supported by the following factors:
1.  All document productions are complete. A total of 3,633 responsive documents were produced to the government across three rolling productions, with the final production delivered on February 24, 2023.
2.  Privilege log has been delivered. A privilege log containing 214 entries was delivered to AUSA Goldfarb concurrently with the final production on February 24, 2023.
3.  The government has confirmed no further requests. In an email dated March 3, 2023, AUSA Goldfarb acknowledged receipt of the final production and privilege log and stated that the government has "no further requests at this time."
4.  No testimony has been scheduled. Mr. Caldwell's testimonial obligation under the subpoena remains deferred pending the government's review of the document production. No date for grand jury testimony has been set, and the government has not indicated when or whether it intends to schedule testimony.
5.  The client has been advised. Mr. Caldwell was advised of the proposed dormant status by means of a closing status letter dated March 22, 2023, prepared by the undersigned and delivered via email and U.S. mail. The letter informed Mr. Caldwell that active work on the matter has been completed, that the matter will be maintained in a monitoring posture, and that the firm will conduct periodic status checks. Mr. Caldwell acknowledged receipt of the letter and expressed no objection to the proposed dormancy.
6.  Billing is current. All invoices have been paid in full, and the outstanding balance on the matter is $0.00.
7.  No indictment has been filed. As of the date of this memorandum, no indictment or information naming Marcus W. Stavros or any co-defendant has been filed on the public docket of the U.S. District Court for the Southern District of New York. The investigation remains pending, and the status of the grand jury proceedings is not publicly known.
C. Records and Document Preservation
All work product, correspondence, attorney notes, production files, privilege log materials, and other documents generated in connection with this engagement should be retained in the firm's document management system under Matter No. 1034-00001 in accordance with the firm's standard document retention policy for white collar and investigations matters. No files should be destroyed, archived off-site, or removed from active access during the dormancy period without the express written authorization of the undersigned.
The Clearpath Document Solutions Inc. hosting environment should remain active during the dormancy period. The flat fee of $47,500 negotiated at the outset of the engagement covers hosting through the initial twelve-month term of the statement of work (through approximately December 9, 2023). If the matter remains dormant beyond that date, any renewal or extension costs for continued hosting will be addressed by the engagement team in coordination with the client. Ms. Morrow should calendar a reminder for November 2023 to evaluate the hosting arrangement prior to the expiration of the initial term.
Critically, the litigation hold notice issued to Mr. Caldwell and Caldwell Capital Advisors LLC on December 5, 2022 remains in effect and should not be released until affirmative written instruction is provided by the engagement team. The litigation hold requires Mr. Caldwell and CCA to preserve all documents and electronically stored information potentially relevant to the investigation, including materials that may not have been within the scope of the subpoena but that could become relevant if the investigation expands or if Mr. Caldwell is called to testify. The continuing obligation to preserve documents will be reinforced during each periodic status check.
VI. PERIODIC STATUS CHECK SCHEDULE
During the dormancy period, a periodic status check is to be conducted by a member of the engagement team at intervals of approximately ninety (90) days. Lisa Morrow is designated as the primary responsible person for conducting these status checks. In the event that Ms. Morrow is unavailable (due to leave, departure from the firm, or reassignment), the responsibility should pass to Daniel Obi or, in his absence, to the undersigned.
Each periodic status check should include the following components:
1.  Client Inquiry. Ms. Morrow should contact Mr. Caldwell (or his designated representative) to inquire whether Mr. Caldwell has received any government contact, subpoenas, inquiries, or other communications from the U.S. Attorney's Office, the FBI, any other law enforcement or regulatory agency, or any third-party counsel in connection with the Stavros investigation or any related matter. This inquiry may be conducted by telephone or email, as circumstances warrant.
2.  PACER Docket Search. Ms. Morrow should conduct a search of the Public Access to Court Electronic Records (PACER) system for any filings in the U.S. District Court for the Southern District of New York related to Grand Jury No. 22-GJ-4481 or any indictment, information, or other criminal charging document naming Marcus W. Stavros, Aegean Realty Partners LLC, or any known associated entity or individual.
3.  Public Records and Media Review. Ms. Morrow should review publicly available sources, including legal news databases, general media publications, and regulatory enforcement announcements, for any developments naming Mr. Caldwell, Stavros, Aegean Realty Partners, or any related party in connection with the investigation or any civil or regulatory proceedings arising from the same underlying facts.
4.  Internal Memorandum. Following each status check, Ms. Morrow should prepare a brief internal memorandum documenting the results of the check, including the date the check was conducted, a summary of the client's responses, the results of the PACER search and media review, and a recommendation as to whether the matter should remain in dormant status, be reactivated, or be formally closed.
The approximate schedule for upcoming status checks is as follows:
If any material development is identified during a periodic status check — including but not limited to government contact with the client, the filing of an indictment, the scheduling of testimony, or a challenge to the privilege log — the matter should be immediately reactivated and the full engagement team (Ashby, Crawford, Obi, and Morrow) should be notified without delay.
VII. REACTIVATION TRIGGERS
The matter should be removed from dormant status and immediately reactivated upon the occurrence of any of the following events:
1.  New Government Contact. Any new contact from the U.S. Attorney's Office for the Southern District of New York, or from any other federal, state, or local government agency, directed at Mr. Caldwell or any entity he controls, in connection with the Stavros investigation or any related matter.
2.  Supplemental Subpoena or Document Request. The issuance of a supplemental grand jury subpoena, an additional document request, a request for supplemental production, or a notice scheduling Mr. Caldwell's grand jury testimony.
3.  Indictment or Charging Document. The filing of an indictment, superseding indictment, information, or any other criminal charging document naming Marcus W. Stavros, any co-defendant, or any entity affiliated with Aegean Realty Partners LLC. The filing of such a charging document could result in renewed government interest in Mr. Caldwell as a potential trial witness and may trigger obligations under the Jencks Act, Brady v. Maryland, or related disclosure requirements.
4.  Privilege Challenge. Any challenge by the government to the privilege log, including any request for in camera review of withheld documents by the court, any motion to compel production of documents asserted as privileged, or any informal request by AUSA Goldfarb or other government counsel to discuss specific privilege log entries.
5.  Third-Party Contact. Any contact from counsel for Marcus W. Stavros (Victor A. Reddick, Reddick, Sorrento & Hale LLP), counsel for Westlake Fidelity Bank, N.A. (Catherine A. Falk, Graystone & Falk LLP), or any other third party seeking documents, testimony, or information from Mr. Caldwell in connection with the investigation or any related proceeding.
6.  Civil or Regulatory Proceedings. The commencement of any civil litigation, SEC enforcement action, state regulatory proceeding, or other legal proceeding arising from the same underlying facts as the federal investigation, in which Mr. Caldwell is named as a party, potential witness, or person of interest.
7.  Client Request. Any request by Mr. Caldwell for the reactivation of the engagement, whether in response to a specific development or for any other reason.
Upon reactivation, the engagement team should promptly assess the nature and scope of the triggering event, determine whether additional staffing or resources are required, and communicate with the client regarding the resumption of active representation.
VIII. CLIENT CONTACT INFORMATION FOR ONGOING MONITORING
The following contact information should be maintained in the firm's matter management system for use during the dormancy period:
Client:
Jonathan R. Caldwell Residence: 1140 Park Avenue, Apt. 14C, New York, NY 10128 Office: Caldwell Capital Advisors LLC, 590 Madison Avenue, 22nd Floor, New York, NY 10022
Email: jrc@caldwellcap.com
CCA EIN: 83-2174056 JRC Realty Holdings LLC EIN: 81-4493217
Client's Accountant:
Helen R. Thornberg, Senior Partner Thornberg & Whitfield CPAs 521 Fifth Avenue, 17th Floor New York, NY 10175
Ms. Thornberg should be contacted in the event that any tax-related inquiries arise in connection with the matter during the dormancy period. Any communications with Ms. Thornberg should be coordinated through Mr. Caldwell to preserve applicable privilege protections.
Prior Commercial Counsel (Separation Agreement):
Patricia Sheldon, Partner Whitmore & Kessler LLP 277 Park Avenue, 40th Floor New York, NY 10172
Ms. Sheldon represented Mr. Caldwell in the negotiation and execution of the December 2019 separation agreement with Stavros. Communications with Ms. Sheldon's firm are among the materials withheld on the privilege log. Any contact with Ms. Sheldon should be coordinated through the undersigned.
IX. CONCLUSION
Based on the foregoing, the engagement team respectfully requests that Matter No. 1034-00001 be placed in dormant status in the firm's matter management system, effective April 1, 2023. All substantive work has been completed, no government requests are pending, all billing is current, and the matter is appropriately positioned for periodic monitoring during the dormancy period.
Please process this dormancy request at your earliest convenience and confirm the effective date in the matter management system by email to the undersigned and to Lisa Morrow. Any questions regarding this request or the underlying matter should be directed to the undersigned at cashby@calderwoodharkness.com or by telephone at (212) 555-4100, or to Lisa Morrow at lmorrow@calderwoodharkness.com or by telephone at (212) 555-4247.
CONRAD ASHBY Partner, White Collar & Investigations Practice Group Calderwood & Harkness LLP 450 Park Avenue, 30th Floor New York, NY 10022
Signature: ________
Date: March 31, 2023
PRIVILEGED AND CONFIDENTIAL — INTERNAL ADMINISTRATIVE This memorandum is an internal administrative communication of Calderwood & Harkness LLP and is protected by the attorney-client privilege and the work product doctrine. It is intended solely for use by firm personnel in connection with matter management functions. Any unauthorized disclosure, copying, or distribution of this memorandum is strictly prohibited.
Production | Date | Bates Range | Document Count
First Rolling Production | January 20, 2023 | CALDWELL-00001 through CALDWELL-01842 | 1,842
Second Rolling Production | February 10, 2023 | CALDWELL-01843 through CALDWELL-03217 | 1,375
Third and Final Production | February 24, 2023 | CALDWELL-03218 through CALDWELL-03633 | 416
Total | CALDWELL-00001 through CALDWELL-03633 | 3,633
Timekeeper | Hours | Rate | Total
Conrad Ashby (Partner) | 98.5 | $1,350/hr | $132,975.00
Bernard Crawford (Partner) | 12.0 | $1,275/hr | $15,300.00
Daniel Obi (Associate) | 112.0 | $825/hr | $92,400.00
Lisa Morrow (Associate) | 62.0 | $675/hr | $41,850.00
Paralegal (various) | 13.0 | $375/hr | $4,875.00
Total Professional Fees | 297.5 | $287,400.00
Item | Amount
Clearpath Document Solutions Inc. (flat fee — processing, hosting, production) | $47,500.00
Courier, copying, and miscellaneous expenses | $2,340.00
Total Costs | $49,840.00
Item | Amount
Total Professional Fees | $287,400.00
Total Costs | $49,840.00
Total Billed | $337,240.00
Payment | Date | Amount
Retainer deposit (IOLA trust account Acct. No. 4401-8827-6650 at Northern Capital Bank, N.A.) | December 7, 2022 | $150,000.00
Second payment | February 1, 2023 | $100,000.00
Final payment | March 15, 2023 | $87,290.00
Total Payments Received | $337,290.00
Outstanding Balance | $0.00
Status Check | Approximate Date
First Check | July 2023
Second Check | October 2023
Third Check | January 2024
Fourth Check | April 2024
Continuing | At 90-day intervals thereafter until the matter is reactivated or formally closed