1034-00001 · Graystone & Falk LLP · Client Communications

litigation-hold-notice.docx DOCUMENT Litigation

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CALDERWOOD & HARKNESS LLP Attorneys at Law

450 Park Avenue, 30th Floor New York, New York 10022 Telephone: (212) 554-8000 Facsimile: (212) 554-8001 www.calderwoodharkness.com

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION

December 5, 2022

Via Email and Hand Delivery

TO:

Jonathan R. Caldwell 1140 Park Avenue, Apt. 14C New York, New York 10128

Caldwell Capital Advisors LLC 590 Madison Avenue, 22nd Floor New York, New York 10022

Attn: Jonathan R. Caldwell, Managing Principal / Sole Member

FROM:

Conrad Ashby Partner, White Collar & Investigations Practice Group Calderwood & Harkness LLP

RE:

Document Preservation and Litigation Hold Notice — Grand Jury Subpoena, Grand Jury No. 22-GJ-4481, U.S. District Court for the Southern District of New York

Matter No.: 1034-00001

Dear Mr. Caldwell:

This letter constitutes a formal Document Preservation and Litigation Hold Notice issued to you in your individual capacity and in your capacity as Managing Principal and Sole Member of Caldwell Capital Advisors LLC ("CCA"). Please read this notice carefully and in its entirety. Your compliance with the obligations described herein is not optional — it is legally compelled. If you have any questions about any aspect of this notice, please contact me or Lisa Morrow at the numbers listed below immediately.

I. PURPOSE OF THIS NOTICE

Calderwood & Harkness LLP has been engaged to represent Jonathan R. Caldwell ("you" or "Mr. Caldwell") in connection with a federal grand jury subpoena issued by the United States Attorney's Office for the Southern District of New York ("USAO-SDNY") on November 18, 2022. The subpoena was served on you on November 21, 2022, and carries an original return date of December 9, 2022. The subpoena was issued in connection with proceedings before Grand Jury No. 22-GJ-4481, empaneled in the United States District Court for the Southern District of New York. The assigned Assistant United States Attorney is Miriam T. Goldfarb of the Complex Frauds & Cybercrime Unit.

The subpoena requires the production of documents and commands testimony relating to the business activities of Marcus W. Stavros ("Stavros") and Aegean Realty Partners LLC, together with affiliated entities, funds, and investment vehicles (collectively, the "Aegean Entities"). As you are aware, this firm has entered into discussions with the USAO-SDNY regarding the scope and timing of your compliance with the subpoena, and those discussions are ongoing. Regardless of the outcome of those discussions, the underlying obligation to preserve all potentially relevant documents, communications, and electronically stored information ("ESI") attaches immediately and independently of any negotiated production schedule.

Accordingly, this notice imposes a legal hold obligation on you, Jonathan R. Caldwell, individually, and on Caldwell Capital Advisors LLC (EIN 83-2174056), to preserve all potentially relevant documents, communications, and ESI as described in detail below. This obligation takes effect immediately upon receipt of this notice and supersedes any existing document retention, destruction, recycling, or data management policies that you or CCA may currently have in place. To the extent that any routine business practice would result in the deletion, destruction, overwriting, or alteration of any materials that fall within the scope of this hold, that practice must be suspended immediately.

You should be aware that the failure to preserve documents and ESI responsive to a federal grand jury subpoena may constitute obstruction of justice under federal law, contempt of court, or spoliation of evidence, and may result in severe civil and criminal sanctions, including imprisonment. This is not a theoretical risk. The USAO-SDNY actively investigates and prosecutes document destruction and obstruction. The seriousness of these consequences cannot be overstated, and we urge you to treat this notice with the utmost gravity.

II. SCOPE OF THE HOLD — SUBJECT MATTER

This hold applies to all documents, communications, records, data, and ESI of any kind — regardless of format, medium, or location — that relate to, refer to, mention, concern, discuss, describe, analyze, summarize, reflect, or are otherwise connected to any of the persons, entities, transactions, and subject matter categories identified below. You should interpret the scope of this hold broadly. When in doubt about whether a particular document or category of documents falls within the scope of this hold, you should preserve the material and contact this firm for guidance.

A. Persons and Entities

The following persons and entities are within the scope of this hold:

1. Marcus W. Stavros, an individual residing at 45 Saugatuck Lane, Westport, Connecticut 06880.

2. Aegean Realty Partners LLC, a Connecticut limited liability company formed on or about March 12, 2014, with its principal office at 280 Atlantic Street, Suite 510, Stamford, Connecticut 06901.

3. Aegean Realty Fund III LP, a Delaware limited partnership managed by Aegean Realty Partners LLC or an affiliated general partner entity.

4. Aegean Realty Fund IV LP, a Delaware limited partnership managed by Aegean Realty Partners LLC or an affiliated general partner entity.

5. Aegean Realty Fund V LP, a Delaware limited partnership managed by Aegean Realty Partners LLC or an affiliated general partner entity.

6. Any other fund, entity, special purpose vehicle, or investment vehicle managed, controlled, owned, or affiliated with Aegean Realty Partners LLC or Marcus W. Stavros, whether or not specifically named herein, including but not limited to any general partner entities, management companies, or co-invest vehicles associated with the foregoing funds.

7. 710 Flatbush Holdings LLC, a New York limited liability company, relating to the real property located at 710 Flatbush Avenue, Brooklyn, New York 11225 (the "Flatbush Property").

8. Stavros-Caldwell Industrial LLC, a New Jersey limited liability company, relating to the real property located at 1500 Commerce Boulevard, Newark, New Jersey 07114 (the "Newark Property").

9. Westlake Fidelity Bank, N.A., a national banking association with offices at 600 Summer Street, Stamford, Connecticut 06901, and any of its loan officers, credit analysts, or representatives involved in any lending transaction relating to the Flatbush Property, the Newark Property, or any Aegean Realty affiliated entity.

10. Harborview Trust Company, located at 88 Broad Street, Suite 200, Bridgeport, Connecticut 06604, and any of its officers, trust administrators, or representatives involved in any escrow or trust arrangements relating to investor deposits or fund proceeds in connection with Aegean Realty Fund IV LP, Aegean Realty Fund V LP, or any related entity.

11. Pinnacle Appraisal Group LLC, located at 355 Lexington Avenue, 9th Floor, New York, New York 10017, and any of its appraisers, analysts, or representatives involved in the preparation of any appraisal, valuation, or assessment relating to properties in which you and Stavros held a direct or indirect interest.

B. Subject Matter Categories

In addition to the persons and entities listed above, the hold encompasses all documents and ESI relating to the following subject matter categories:

1. Real Estate Investments and Co-Investments. Any real estate investment, co-investment, syndication, joint venture, or other arrangement involving Aegean Realty Partners LLC or any affiliated fund or entity in which you, Jonathan R. Caldwell, had a direct or indirect interest, whether as a limited partner, joint venture partner, co-investor, equity participant, or otherwise.

2. Loan and Financing Transactions. Any loan, financing arrangement, mortgage, mezzanine loan, bridge loan, credit facility, or capital raise involving properties in which you and Stavros had a direct or indirect interest. This category specifically includes, but is not limited to:

(a) The approximately $5,600,000 loan from Westlake Fidelity Bank, N.A. for the Flatbush Property at 710 Flatbush Avenue, Brooklyn, New York 11225, including all loan applications, commitment letters, closing documents, draw requests, modification agreements, and correspondence with the lender; and

(b) The approximately $5,340,000 loan from Westlake Fidelity Bank, N.A. for the Newark Property at 1500 Commerce Boulevard, Newark, New Jersey 07114, including all loan applications, commitment letters, closing documents, draw requests, modification agreements, and correspondence with the lender.

3. Appraisals and Valuations. Any appraisal, valuation, property inspection report, broker's opinion of value, comparative market analysis, or other property assessment for the Flatbush Property, the Newark Property, or any other property held by an Aegean Realty affiliated entity, including without limitation any appraisal prepared by Pinnacle Appraisal Group LLC. This includes draft appraisals, preliminary valuation analyses, correspondence regarding appraisal assumptions or conclusions, and any communications in which appraisal values were discussed, questioned, or challenged.

4. Fund Transfers and Movement of Funds. Any transfer, wire, ACH payment, check, or other movement of funds between (a) accounts held or controlled by you, including accounts of Caldwell Capital Advisors LLC and JRC Realty Holdings LLC (EIN 81-4493217), and (b) accounts held or controlled by Marcus W. Stavros, Aegean Realty Partners LLC, any Aegean Realty affiliated fund or entity, 710 Flatbush Holdings LLC, Stavros-Caldwell Industrial LLC, or any other entity in which you and Stavros shared an interest. This includes all wire transfer confirmations, ACH records, cancelled checks, bank statements, and ledger entries reflecting such transfers.

5. LP Investment Documentation. Subscription agreements, side letters, capital call notices, capital contribution confirmations, distribution notices, quarterly and annual investor reports, financial statements, audited and unaudited accounts, K-1 schedules, and similar limited partner documentation relating to:

(a) Aegean Realty Fund III LP — your investment of approximately $2,500,000, made on or about June 2016;

(b) Aegean Realty Fund IV LP — your investment of approximately $4,000,000, made on or about March 2017; and

6. Joint Venture Documentation. Operating agreements, amendments, capital contribution records, distribution records, management fee invoices, property management agreements, property-level financial statements, rent rolls, operating budgets, and all other documentation relating to the formation, operation, and management of 710 Flatbush Holdings LLC and Stavros-Caldwell Industrial LLC.

7. Separation and Buyout. Any agreements, correspondence, term sheets, drafts, settlement proposals, valuation analyses, or other documents relating to the separation or buyout of your interests from Stavros or any Aegean Realty affiliated entity, including without limitation:

(a) The separation agreement effective December 15, 2019, and all negotiations, drafts, and communications leading to the execution of that agreement;

(b) The Fund V redemption completed in or about March 2020, including any redemption request, valuation determination, and payment of redemption proceeds; and

8. Management Fee Disputes. Any dispute-related correspondence, invoices, ledger entries, calculations, or other records regarding management fees charged to 710 Flatbush Holdings LLC, including the approximately $340,000 in management fees that were the subject of dispute between you and Stavros or Aegean Realty Partners LLC.

9. Escrow Documentation. Any escrow agreements, escrow instructions, deposit confirmations, disbursement records, escrow account statements, and related correspondence involving Harborview Trust Company in connection with investor deposits in Aegean Realty Fund IV LP and Aegean Realty Fund V LP, or any other escrow arrangement relating to the Aegean Entities.

III. TEMPORAL SCOPE

This litigation hold covers all documents, communications, and ESI dated, created, sent, received, saved, modified, or otherwise generated during the period from January 1, 2014 through the present date (December 5, 2022), and continuing forward until such time as this hold is formally released in writing by Calderwood & Harkness LLP.

You should note that this date range is intentionally broader than the date range specified in the grand jury subpoena, which covers the period from January 1, 2014 through December 31, 2021. The reason for this broader range is to ensure the preservation of any documents or communications created after December 31, 2021, that may reference, discuss, summarize, or otherwise relate to persons, entities, transactions, or events that occurred within the subpoena period. By way of example, an email sent in February 2022 discussing events that occurred in 2019 would fall outside the subpoena's date range but would be within the scope of this hold and must be preserved.

Additionally, any documents created prior to January 1, 2014, that are directly relevant to the formation of Aegean Realty Partners LLC (formed March 12, 2014) or to preliminary discussions, negotiations, or due diligence conducted in anticipation of the formation of Aegean Realty Partners LLC or any of the identified investment relationships should also be preserved.

The hold will remain in effect, and the temporal scope will continue to expand on a rolling basis, until you receive a formal written release from this firm. Do not assume that the hold has been narrowed, modified, or terminated based on the passage of time, informal communications, or the completion of any particular phase of the government's investigation.

IV. CATEGORIES OF MATERIALS TO BE PRESERVED

The following categories of materials must be preserved. This list is intended to be illustrative and comprehensive, but it is not exhaustive. If you possess or have access to any materials that relate to the subject matter described in Section II above but that do not fit neatly into the categories below, those materials must also be preserved.

A. Electronic Communications

You must preserve all electronic communications within the scope of this hold, including but not limited to:

1. All emails — whether sent, received, drafted, or deleted — from the email account jrc@caldwellcap.com, which we understand to be your primary personal and business email account. This includes all emails in the inbox, sent items, drafts, deleted items, trash, archive, and any other folder or label within that email account, as well as any emails that have been moved to local storage, PST files, or backup archives.

2. All emails on the Caldwell Capital Advisors LLC shared drive, email server, or email system located at or serving the offices at 590 Madison Avenue, 22nd Floor, New York, New York 10022, including any emails sent or received by any other account on that system that relate to the subject matter of this hold.

3. All text messages, whether SMS (Short Message Service) or MMS (Multimedia Messaging Service), on your personal mobile device(s), including any text messages with Marcus W. Stavros, any representative of the Aegean Entities, or any other person regarding the subject matter of this hold.

4. All communications through messaging applications on your personal or business mobile devices, including but not limited to Westmark Software, Meridian Services Inc., Signal, Kestrel Data Systems, Dunmore Software, or any other instant messaging or encrypted messaging platform, to the extent such communications fall within the scope of this hold.

5. All voicemail recordings stored on any device, voicemail system, or cloud-based voicemail service, to the extent such voicemails relate to the subject matter of this hold.

6. Any communications through social media platforms, including direct messages on Westmark Health IT, Fenmore Solutions, Northpoint Services Inc., Kestrel Services Inc., or any similar platform, to the extent such communications involve any of the persons or entities identified in Section II.A or relate to the subject matter categories identified in Section II.B.

B. Electronic Documents and Data

You must preserve all electronic documents and data within the scope of this hold, including but not limited to:

1. Documents stored on personal and business computers, laptops, tablets, and mobile devices, including any desktop computers, laptop computers, iPad or other tablet devices, and smartphones owned, used, or accessible by you.

2. Documents stored on the Caldwell Capital Advisors LLC shared drive, file server, or any network-attached storage ("NAS") device at the CCA offices at 590 Madison Avenue, 22nd Floor, New York, New York 10022.

3. Documents stored in cloud-based storage services, file-sharing platforms, or collaborative workspaces, including but not limited to Larkspur Technologies, Hollowell Health IT, Severin Services Inc., Sundial Systems, box, or any similar service.

4. Documents stored in any cloud-based backup service, including services such as Ashgrove Technologies, Backblaze, Meridian Systems, or any similar automated backup platform.

5. Financial records, bank statements, wire transfer confirmations, ACH records, cancelled checks, and account records for any account from which investments were made in, capital contributions were remitted to, or distributions or other proceeds were received from Aegean Realty Partners LLC, any Aegean Realty fund or entity, 710 Flatbush Holdings LLC, Stavros-Caldwell Industrial LLC, or any other entity within the scope of this hold.

6. Spreadsheets, financial models, discounted cash flow analyses, internal rate of return calculations, pro formas, and other financial analyses or projections relating to any of the identified transactions, properties, or investment vehicles.

7. Scanned copies or digital images of any paper documents that relate to the subject matter of this hold, regardless of where such scanned copies are stored.

8. Calendar entries, meeting notes, to-do lists, and similar organizational records that reference any of the persons, entities, or subject matter categories described in Section II.

C. Physical and Paper Documents

You must preserve all physical and paper documents within the scope of this hold, including but not limited to:

1. All paper files maintained at your residence at 1140 Park Avenue, Apartment 14C, New York, New York 10128, that relate to the subject matter described in Section II above. This includes files stored in home offices, filing cabinets, desk drawers, safes, storage closets, or any other location within your residence.

2. All paper files maintained at the offices of Caldwell Capital Advisors LLC at 590 Madison Avenue, 22nd Floor, New York, New York 10022, that relate to the subject matter described in Section II above. This includes files stored in individual offices, shared file rooms, storage areas, and off-site storage facilities, if any.

3. Original executed subscription agreements, operating agreements, partnership agreements, loan documents, closing binders, title insurance policies, surveys, environmental reports, and similar transactional documents.

4. Correspondence files, including letters, facsimiles, and memoranda sent to or received from Marcus W. Stavros, Aegean Realty Partners LLC, Westlake Fidelity Bank, Harborview Trust Company, Pinnacle Appraisal Group LLC, or any other party in connection with the transactions and subject matter described in Section II.

5. Handwritten notes, including notes taken during meetings, telephone calls, or conferences relating to any of the persons, entities, or transactions within the scope of this hold. This includes notes in notebooks, legal pads, loose sheets, day planners, and any other medium.

6. Any documents previously provided to or received from Whitmore & Kessler LLP (prior outside counsel), Thornberg & Whitfield CPAs (accountants), or any other professional advisor retained by you or CCA in connection with the Stavros-related investments, transactions, or disputes. To the extent that copies of such documents are in your possession or control, they must be preserved. To the extent that originals or additional copies are in the possession of such third parties, please notify this firm immediately so that we may take appropriate preservation steps.

D. Financial and Transactional Records

You must preserve all financial and transactional records within the scope of this hold, including but not limited to:

1. Bank account statements for all personal, business, and entity-level accounts used in connection with the relevant investments, capital contributions, distributions, buyout payments, or other transactions described in Section II. This includes statements for accounts held at any financial institution in the names of Jonathan R. Caldwell, Caldwell Capital Advisors LLC, JRC Realty Holdings LLC, or any other entity through which you transacted business with Stavros or the Aegean Entities.

2. Wire transfer confirmations, wire transfer instructions, and ACH transaction records for all transfers of funds between your accounts and accounts of Stavros, Aegean Realty Partners LLC, any Aegean Realty fund, 710 Flatbush Holdings LLC, Stavros-Caldwell Industrial LLC, or any other entity within the scope of this hold.

3. Cancelled checks, deposit slips, and other banking records.

4. Federal and state income tax returns, partnership tax returns, and supporting schedules — including K-1 schedules — relating to Aegean Realty Fund III LP, Aegean Realty Fund IV LP, Aegean Realty Fund V LP, 710 Flatbush Holdings LLC, and Stavros-Caldwell Industrial LLC, for all tax years within the temporal scope of this hold.

5. Records of all distributions received from any Aegean Realty fund or joint venture entity, including aggregate LP distributions of approximately $1,870,000 and aggregate JV distributions of approximately $635,000.

6. Records relating to buyout and redemption proceeds received, including:

(a) Approximately $3,400,000 received as buyout proceeds for your interest in the Flatbush JV (710 Flatbush Holdings LLC);

(b) Approximately $1,850,000 received as buyout proceeds for your interest in the Newark JV (Stavros-Caldwell Industrial LLC); and

(c) Approximately $3,150,000 received as Fund V redemption proceeds upon the completion of the Fund V redemption in or about March 2020.

7. Any brokerage statements, investment account records, or other financial records reflecting the source of funds used for investments in the Aegean Entities or the receipt of proceeds from such investments.

V. PRESERVATION OBLIGATIONS AND INSTRUCTIONS

The following instructions are mandatory. Your compliance is required immediately upon receipt of this notice.

A. Immediate Cessation of Destruction

1. You must immediately suspend any routine or scheduled document destruction, deletion, overwriting, shredding, or recycling that could affect any materials within the scope of this hold. This includes, without limitation, any document retention and destruction policies maintained by Caldwell Capital Advisors LLC or any other entity under your control.

2. You must disable any auto-delete or auto-archive features on all email systems, mobile devices, messaging applications, and cloud platforms that could result in the automatic loss, deletion, or overwriting of potentially relevant information. If you are unsure how to disable such features, contact this firm immediately, and we will arrange for technical assistance.

3. You must not delete, discard, shred, overwrite, alter, modify, or destroy any potentially relevant document, communication, or item of ESI. This prohibition applies regardless of whether you believe the document is duplicative, immaterial, or otherwise unnecessary. The determination of relevance and responsiveness will be made by this firm in consultation with you.

4. You must not wipe, reset, replace, or dispose of any electronic device — including any computer, laptop, tablet, mobile phone, or external storage device — that may contain information within the scope of this hold, without first obtaining written authorization from this firm.

B. Affirmative Preservation Steps

1. Maintain materials in place. Preserve all responsive materials in their current location and format. Do not move, reorganize, re-file, or re-label documents in a manner that could alter metadata, disrupt the organizational structure of files, or otherwise impair the integrity of the documents or the ability to establish their provenance.

2. Secure at-risk materials. If any materials within the scope of this hold are stored on aging devices (e.g., older laptops, external hard drives, USB drives), in temporary or unstable storage locations, or on platforms with limited storage capacity that may result in automatic deletion, you must take immediate affirmative steps to copy or back up those materials to a secure location and notify Calderwood & Harkness LLP immediately. Do not delete the originals after copying.

3. Notify IT personnel. Ensure that any information technology personnel, systems administrators, or managed service providers responsible for the technology infrastructure of Caldwell Capital Advisors LLC are promptly notified of this litigation hold and instructed to take all necessary steps to suspend any automated data management routines — including automated deletion schedules, server recycling, backup tape rotation, and storage optimization processes — that could affect data relevant to this hold. Please provide us with the name and contact information of any such IT personnel or service providers so that we may communicate directly with them if necessary.

4. Preserve backup media. If Caldwell Capital Advisors LLC or any entity under your control maintains backup tapes, backup drives, or other backup media that may contain data within the scope of this hold, such backup media must be preserved and must not be overwritten, recycled, or destroyed.

C. Third-Party Custodians

1. If you are aware or become aware that any potentially responsive documents or ESI are in the custody, possession, or control of third parties — including but not limited to accountants, tax preparers, prior counsel, property managers, financial advisors, banks, escrow agents, or any other person or entity — you must notify Calderwood & Harkness LLP immediately so that we may take appropriate steps to ensure the preservation of those materials. Depending on the circumstances, this may involve issuing preservation letters to such third parties or obtaining copies of materials in their possession.

2. You must not independently contact Marcus W. Stavros, Aegean Realty Partners LLC, or any attorney, agent, or representative acting on behalf of Stavros or any Aegean Entity regarding this litigation hold, the grand jury subpoena, or any aspect of the government's investigation. All communications with Stavros, the Aegean Entities, and their counsel must be coordinated through this firm. Unauthorized contact with these individuals or entities could have serious adverse consequences for your legal position.

VI. DOCUMENT COLLECTION

Calderwood & Harkness LLP, in coordination with Clearpath Document Solutions Inc. (our e-discovery vendor, with offices in New York and Washington, D.C.), will be contacting you within the coming days to schedule the forensic collection of ESI from the data sources identified in this notice.

Specifically, the collection process will include the following components:

1. Forensic imaging of the email account at jrc@caldwellcap.com, including all folders, subfolders, archived items, deleted items, and any locally stored email files (e.g., PST or OST files).

2. Forensic backup of your personal mobile device(s), including all text messages, messaging application data, call logs, contacts, calendar entries, photographs, and other data stored on the device.

3. Forensic imaging of the Caldwell Capital Advisors LLC shared drive and any other network-attached storage, server, or file repository at the CCA offices at 590 Madison Avenue, 22nd Floor, New York, New York 10022.

4. Scanning and cataloguing of physical files at both your residence (1140 Park Avenue, Apt. 14C, New York, NY 10128) and the CCA offices (590 Madison Avenue, 22nd Floor, New York, NY 10022).

5. Collection of cloud-stored files from any cloud storage, backup, or file-sharing platform identified during the initial custodian interview.

Your full cooperation in this collection process is essential. Please make yourself and all relevant devices, systems, accounts, and file repositories available as promptly as possible when contacted by our team. If you anticipate any scheduling difficulties or logistical obstacles, please notify us in advance so that we may make appropriate arrangements.

Prior to the commencement of the forensic collection, a member of this firm will conduct a detailed custodian interview with you to identify all potential data sources, devices, accounts, and storage locations. Your candor and thoroughness during this interview are critical to ensuring a complete and defensible collection.

VII. SCOPE OF PERSONS COVERED

This litigation hold applies to the following persons and entities:

1. Jonathan R. Caldwell, individually, in all capacities.

2. Caldwell Capital Advisors LLC, including any employees, agents, independent contractors, consultants, or other persons who may have access to, custody of, or control over documents, communications, or ESI that fall within the scope of this hold. If any such individual currently has access to CCA systems, files, or data, you must ensure that they are made aware of this hold and instructed to comply with its requirements.

3. JRC Realty Holdings LLC (EIN 81-4493217), registered at 590 Madison Avenue, 22nd Floor, New York, New York 10022. To the extent that JRC Realty Holdings LLC maintains any separate records, files, accounts, or data repositories that contain documents or ESI relating to the subject matter entities or transactions identified in Section II, those records are also covered by this hold and must be preserved in accordance with the instructions set forth herein.

If you become aware that any other person or entity under your control or direction possesses materials within the scope of this hold, you must promptly notify this firm and take immediate steps to ensure preservation.

VIII. DURATION OF THE HOLD

This litigation hold remains in effect until you receive a formal written release from Calderwood & Harkness LLP. No oral communication, informal email, or passing remark should be interpreted as a modification, narrowing, or termination of this hold.

Specifically, you should be aware of the following:

1. Do not assume the hold has been lifted based on the passage of time, the conclusion of the grand jury's term, the completion of document production to the government, the resolution of any particular phase of the investigation, or any other event.

2. Do not assume the hold has been narrowed based on agreements reached with the government regarding the scope of production. The scope of the preservation obligation may be broader than the scope of any negotiated production, and documents must be preserved even if they are ultimately not produced.

3. Any questions regarding whether a particular document, category of documents, or data source falls within the scope of this hold should be directed to Conrad Ashby or Lisa Morrow at Calderwood & Harkness LLP at the contact information provided in Section X below. When in doubt, preserve.

IX. CONSEQUENCES OF NON-COMPLIANCE

We are obligated to inform you — clearly and unequivocally — of the potential consequences of failing to comply with the preservation obligations described in this notice.

1. Criminal Liability. The destruction, alteration, concealment, or falsification of documents subject to a federal grand jury subpoena may constitute obstruction of justice under 18 U.S.C. § 1503 (obstruction of court orders and judicial proceedings) or 18 U.S.C. § 1519 (destruction, alteration, or falsification of records in federal investigations), and may result in criminal prosecution, conviction, and imprisonment of up to twenty (20) years under Section 1519 or ten (10) years under Section 1503. Additionally, the making of false statements to federal investigators in connection with the production of documents may constitute a violation of 18 U.S.C. § 1001.

2. Civil Sanctions. Spoliation of evidence — that is, the destruction or loss of relevant evidence when a duty to preserve exists — may give rise to adverse inference instructions, monetary sanctions, issue preclusion, dismissal of claims or defenses, and other penalties in any related civil proceedings that may arise from or in connection with the subject matter of the grand jury investigation.

3. Professional and Reputational Consequences. Beyond the legal penalties described above, a finding of document destruction or obstruction could have severe collateral consequences for your professional reputation and business relationships.

It is imperative that you and any personnel at Caldwell Capital Advisors LLC take this obligation with the utmost seriousness and comply fully and promptly with all instructions set forth in this notice. If at any time you become aware that any document within the scope of this hold has been lost, destroyed, or altered — whether intentionally or inadvertently — you must notify this firm immediately.

X. CONTACT INFORMATION

Please direct all questions, concerns, and communications regarding this litigation hold to:

Conrad Ashby Partner White Collar & Investigations Practice Group Calderwood & Harkness LLP 450 Park Avenue, 30th Floor New York, New York 10022 Telephone: (212) 554-8147

Email: cashby@calderwoodharkness.com

Lisa Morrow Associate White Collar & Investigations Practice Group Calderwood & Harkness LLP 450 Park Avenue, 30th Floor New York, New York 10022 Telephone: (212) 554-8263

Email: lmorrow@calderwoodharkness.com

If you are unable to reach either Mr. Ashby or Ms. Morrow, you may also contact Daniel Obi, Lead Associate, at (212) 554-8219 or dobi@calderwoodharkness.com. Please do not delay in raising questions — prompt communication is essential to the success of the preservation effort.

XI. ACKNOWLEDGMENT

Attached to this notice as Exhibit A is a formal Acknowledgment Form. We ask that you sign and return the Acknowledgment Form to this firm within forty-eight (48) hours of your receipt of this notice, confirming your receipt and understanding of the preservation obligations described herein. You are asked to sign the Acknowledgment Form in two capacities: (1) individually, as Jonathan R. Caldwell; and (2) in your capacity as Managing Principal and Sole Member of Caldwell Capital Advisors LLC.

A signed copy of the Acknowledgment Form may be returned to this firm by hand delivery to our offices, by email to cashby@calderwoodharkness.com and lmorrow@calderwoodharkness.com, or by overnight courier. Please retain a copy for your personal records.

We understand that the receipt of a grand jury subpoena and a litigation hold notice of this scope can be unsettling. Please be assured that this firm is fully committed to representing your interests vigorously throughout this process. We will work with you to ensure that the preservation and collection process is as efficient and minimally burdensome as possible, consistent with your legal obligations. However, your active cooperation and prompt compliance are indispensable.

Please do not hesitate to contact me or Lisa Morrow with any questions.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Conrad Ashby Partner White Collar & Investigations Practice Group 450 Park Avenue, 30th Floor New York, New York 10022

Enclosure: Acknowledgment Form (Exhibit A)

cc:

Bernard Crawford, Responsible Partner, Calderwood & Harkness LLP (internal) Daniel Obi, Lead Associate, Calderwood & Harkness LLP (internal) Lisa Morrow, Working Associate, Calderwood & Harkness LLP (internal)

No external distribution of this notice or any copy thereof has been made or authorized. This communication is protected by the attorney-client privilege and the work product doctrine.

EXHIBIT A

ACKNOWLEDGMENT OF RECEIPT OF DOCUMENT PRESERVATION AND LITIGATION HOLD NOTICE

Calderwood & Harkness LLP — Matter No. 1034-00001

I, Jonathan R. Caldwell, hereby acknowledge and confirm the following:

1. Receipt. I have received the Document Preservation and Litigation Hold Notice dated December 5, 2022, issued by Calderwood & Harkness LLP in connection with Grand Jury Subpoena, Grand Jury No. 22-GJ-4481, U.S. District Court for the Southern District of New York (the "Notice").

2. Review. I have read the Notice in its entirety and have had the opportunity to ask questions of counsel regarding its contents and requirements.

3. Understanding. I understand the scope of the preservation obligations described in the Notice, including the subject matter, temporal scope, categories of materials to be preserved, and the specific preservation instructions set forth therein.

4. Commitment to Comply. I commit to comply fully with all instructions and obligations set forth in the Notice, and I will take all necessary steps to ensure that no documents, communications, or electronically stored information within the scope of the litigation hold are destroyed, deleted, altered, concealed, or otherwise made unavailable.

5. No Prior Destruction. I confirm that, to the best of my knowledge, no documents, communications, or electronically stored information responsive to the grand jury subpoena or within the scope of the litigation hold described in the Notice have been intentionally destroyed, deleted, altered, or discarded since November 21, 2022 (the date of service of the grand jury subpoena).

6. Ongoing Obligation. I understand that this preservation obligation is ongoing and will remain in effect until I receive a formal written release from Calderwood & Harkness LLP.

Acknowledged and Agreed — Individual Capacity:

________________________________________

Jonathan R. Caldwell, Individually

Date: ________

Acknowledged and Agreed — On Behalf of Caldwell Capital Advisors LLC:

CALDWELL CAPITAL ADVISORS LLC