1034-00001 · Graystone & Falk LLP · Document Review & Production

document-collection-protocol-memorandum.docx DOCUMENT Litigation

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CALDERWOOD & HARKNESS LLP

450 Park Avenue, 30th Floor New York, New York 10022

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT — This memorandum was prepared at the direction of counsel in anticipation of litigation and in connection with the provision of legal advice. Do not distribute outside the engagement team without prior authorization from Conrad Ashby.

INTERNAL MEMORANDUM

I. PURPOSE AND BACKGROUND

The purpose of this memorandum is to establish a comprehensive document collection protocol in connection with the obligation of our client, Jonathan R. Caldwell, to comply with the federal grand jury subpoena issued on November 18, 2022, by the United States Attorney's Office for the Southern District of New York (Grand Jury No. 22-GJ-4481). The subpoena was served upon Mr. Caldwell on November 21, 2022, at his residence located at 1140 Park Avenue, Apt. 14C, New York, New York 10128. This memorandum is intended to provide the engagement team with a detailed roadmap for the identification, collection, processing, and eventual production of all documents and electronically stored information ("ESI") responsive to the subpoena's demands, and to ensure that such collection is conducted in a forensically defensible manner that preserves all applicable privileges.

Subpoena Timeline and Extension. The original return date for the subpoena was December 9, 2022. On December 7, 2022, Conrad Ashby submitted a written request to Assistant United States Attorney Miriam T. Goldfarb seeking an extension of the return date to January 20, 2023, accompanied by a proposal for a rolling production schedule. On December 8, 2022, AUSA Goldfarb confirmed by email that the extension was granted and that the Government would accept document productions on a rolling basis, with the first production due no later than January 20, 2023. The specific terms of the rolling production schedule are discussed in Section VIII below.

Litigation Hold. A litigation hold notice was issued on December 5, 2022, directed to Mr. Caldwell personally and to Caldwell Capital Advisors LLC ("CCA"). The litigation hold instructs all recipients to preserve, and refrain from destroying, altering, or discarding, any and all documents and ESI that may be potentially relevant to the subject matter of the grand jury investigation, including but not limited to the categories of documents described in the subpoena. The litigation hold remains in effect until further notice from this firm.

Summary of Subpoena Demands. At a high level, the subpoena demands production of all documents and communications between Mr. Caldwell and Marcus W. Stavros, between Mr. Caldwell and any entity affiliated with Aegean Realty Partners LLC, and between Mr. Caldwell and Westlake Fidelity Bank, N.A. or Harborview Trust Company, for the period January 1, 2014 through December 31, 2021, relating to:

(a) real estate investments, co-investments, or syndications 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 accounts held or controlled by Mr. Caldwell and accounts held or controlled by Stavros or any Aegean Realty entity.

The subpoena's demands are broad in scope and cover an eight-year period during which Mr. Caldwell maintained a substantial investment and joint venture relationship with Stavros and the Aegean Realty entities. A detailed, paragraph-by-paragraph analysis of the subpoena's demands was prepared by Daniel Obi in the Subpoena Analysis Memorandum dated December 6, 2022, and this memorandum should be read in conjunction with that analysis.

Nature of the Investigation. Based on publicly available information and our preliminary communications with the USAO, the investigation appears to focus on Marcus W. Stavros and Aegean Realty Partners LLC in connection with suspected wire fraud (18 U.S.C. § 1343), bank fraud (18 U.S.C. § 1344), money laundering (18 U.S.C. § 1956), and conspiracy (18 U.S.C. § 371). At present, Mr. Caldwell is understood to be a witness in the investigation and is not a target or subject. This understanding is based on preliminary conversations between Conrad Ashby and AUSA Goldfarb, during which the AUSA indicated that the Government views Mr. Caldwell as a witness and an investor who may have been among those harmed by the alleged conduct. We anticipate that AUSA Goldfarb will formally confirm Mr. Caldwell's status during the proffer call currently scheduled for December 12, 2022, which will be memorialized in a separate memorandum. Notwithstanding Mr. Caldwell's anticipated witness status, we are proceeding with all appropriate protections, including rigorous privilege review, to safeguard Mr. Caldwell's interests throughout this process.

II. SCOPE OF COLLECTION

A. Temporal Scope

The date range for the document collection is January 1, 2014 through December 31, 2021, consistent with the temporal scope specified in the subpoena's demands. This eight-year period encompasses the entirety of Mr. Caldwell's investment relationship with Marcus Stavros and the Aegean Realty entities, from the earliest period of their business dealings through and beyond the effective date of the separation agreement that terminated Mr. Caldwell's involvement in the joint venture entities.

It should be noted that certain contextual documents falling outside this primary date range may need to be reviewed for privilege or relevance purposes. For example, documents created in early 2022 that reference or attach documents from within the collection period may be captured incidentally during forensic extraction and will require review to determine whether they are responsive or whether they implicate privilege considerations. Similarly, any pre-2014 documents that are necessary to provide context for the formation of the investment relationships may be reviewed but are not expected to be within the scope of the production unless specifically responsive to the subpoena's categories. The primary collection window, however, remains the eight-year period specified by the Government.

B. Subject Matter Scope

The collection will encompass all documents and communications relating to the following individuals, entities, transactions, and subject matter categories:

1. Key Individuals and Entities

• Marcus W. Stavros — personally, and in his capacity as managing member or principal of any Aegean Realty entity.

• Aegean Realty Partners LLC — principal office at 280 Atlantic Street, Suite 510, Stamford, Connecticut 06901; the parent entity and management company for the Aegean fund and joint venture platform.

• Aegean Realty Fund III LP — a Delaware limited partnership in which Mr. Caldwell invested $2,500,000 in June 2016.

• Aegean Realty Fund IV LP — a Delaware limited partnership in which Mr. Caldwell invested $4,000,000 in March 2017.

• Aegean Realty Fund V LP — a Delaware limited partnership in which Mr. Caldwell invested $3,500,000 in September 2018.

• Mr. Caldwell's total limited partnership investments across these three funds aggregate to $10,000,000.

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

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

• Mr. Caldwell's total joint venture equity contributions across these two entities aggregate to $4,224,000.

• Westlake Fidelity Bank, N.A. — located at 600 Summer Street, Stamford, Connecticut 06901. Westlake served as the acquisition lender on both joint venture properties and maintained a primary lending relationship with Aegean Realty Partners and its affiliated entities.

• Harborview Trust Company — located at 88 Broad Street, Suite 200, Bridgeport, Connecticut 06604. Harborview served as escrow agent for investor deposits in connection with Fund IV and Fund V, and also served as mezzanine lender ($14,500,000) to an Aegean Realty entity (the specific entity to be confirmed through document review).

• Pinnacle Appraisal Group LLC — located at 355 Lexington Avenue, 9th Floor, New York, New York 10017. Pinnacle is a real estate appraisal firm that prepared appraisals for properties acquired in connection with Aegean Realty's fund and joint venture transactions. According to information obtained from the USAO, Pinnacle is under government scrutiny for potentially inflated valuations that may have been used in connection with securing loan financing from Westlake Fidelity Bank and other lenders.

2. Key Transaction Categories

• Any and all appraisals, valuations, or property inspection reports for properties in which Mr. Caldwell and Stavros had a direct or indirect interest, including but not limited to appraisals prepared by Pinnacle Appraisal Group LLC.

• Any distributions received by Mr. Caldwell from the fund or joint venture entities, including aggregate LP distributions of approximately $1,870,000 and aggregate JV distributions of approximately $635,000, for a total of approximately $2,505,000 in distributions.

• Any fund transfers, wire movements, or other transfers of value between accounts held or controlled by Mr. Caldwell and accounts held or controlled by Stavros or any Aegean Realty entity.

• Documents relating to the business dispute that arose in 2019 regarding approximately $340,000 in management fees that were unilaterally charged by Stavros to the 710 Flatbush Holdings LLC operating account without Mr. Caldwell's consent or prior approval.

• Documents relating to the separation agreement effective December 15, 2019, pursuant to which Stavros purchased Mr. Caldwell's 50% interest in 710 Flatbush Holdings LLC for $3,400,000 and Mr. Caldwell's 40% interest in Stavros-Caldwell Industrial LLC for $1,850,000.

• Documents relating to Mr. Caldwell's redemption of his limited partnership interest in Aegean Realty Fund V LP, completed in March 2020 at a redemption price of $3,150,000.

The subject matter scope outlined above is designed to capture all documents and communications reasonably responsive to the subpoena's demands. During the review phase, the engagement team will refine the responsiveness criteria based on the actual content of collected materials, guided by the detailed search term and review protocols to be issued by Daniel Obi.

III. CUSTODIANS AND DATA SOURCES

A. Primary Custodian: Jonathan R. Caldwell

Mr. Caldwell is the sole custodian named in the subpoena and the primary source for all responsive documents. The following data sources associated with Mr. Caldwell have been identified for collection:

1. Personal Email Account. Mr. Caldwell's primary email address is jrc@caldwellcap.com, which is hosted on Caldwell Capital Advisors LLC's email server or cloud-based email platform (the specific hosting environment to be confirmed with Mr. Caldwell and CCA's IT personnel). This email account serves as Mr. Caldwell's principal means of electronic communication for both personal investment matters and business correspondence related to Caldwell Capital Advisors. Based on our initial discussions with Mr. Caldwell, the vast majority of his written communications with Stavros, the Aegean Realty entities, Westlake Fidelity Bank, Harborview Trust Company, and Pinnacle Appraisal Group were conducted through this email account.

Collection Method: Clearpath Document Solutions Inc. will perform a forensic imaging of the entire mailbox for the relevant date range (January 1, 2014 through December 31, 2021). The forensic image will capture all emails sent, received, and stored in the account during this period, including all attachments, calendar entries, and any archived or deleted items that remain recoverable. Date-range filtering will be applied during the processing phase to ensure that only materials within the temporal scope are loaded to the review platform.

Additional Personal Email Accounts: During our initial client meeting, Mr. Caldwell indicated that the jrc@caldwellcap.com account was his primary email for all investment-related communications. However, we must confirm with Mr. Caldwell whether any additional personal email accounts exist (e.g., personal Northgate Software, Cascade Health IT, Ridgeline Technologies, or other accounts) and, if so, whether any such accounts were used at any time for communications with Stavros, any Aegean Realty entity, Westlake Fidelity Bank, Harborview Trust Company, or any other individual or entity within the scope of the subpoena. If additional accounts are identified, forensic collection of those accounts will be added to the collection plan.

2. Personal Mobile Device. Mr. Caldwell's personal mobile phone will be collected for forensic imaging. The make, model, operating system, and carrier of Mr. Caldwell's current device are to be confirmed during the client meeting scheduled for the week of December 12, 2022. Additionally, we must confirm with Mr. Caldwell whether he used any prior mobile devices during the relevant period (2014–2021) that may still be in his possession or that may have been backed up to a cloud service (e.g., Meridian Systems, Hollowell Health IT).

Collection Method: Clearpath Document Solutions will perform a forensic backup of the device using industry-standard mobile forensics tools, including Drayton Technologies or equivalent technology. The forensic backup will capture:

• Text messages (SMS and Westmark Software);

• Data from messaging applications, including Meridian Services Inc., Signal, Kestrel Data Systems, and any other messaging platforms installed on the device;

• Call logs and voicemail (to the extent stored on the device);

• Locally stored documents, images, and files relating to the subject matter; and

• Any cloud-backed-up data accessible through the device.

Date-range and keyword filters will be applied during the processing phase, post-collection, to isolate materials within the relevant temporal scope and subject matter.

3. Physical Files — Residence. Location: 1140 Park Avenue, Apt. 14C, New York, New York 10128.

Mr. Caldwell maintains a home office at his residence that contains physical files relating to his personal investments and real estate holdings. Based on our preliminary discussions, these files include hard-copy correspondence with Stavros and Aegean Realty personnel, investment account statements, subscription agreements for Funds III, IV, and V, Schedule K-1 forms received from the fund entities, closing binders for the 710 Flatbush and 1500 Commerce Boulevard acquisitions, handwritten notes from meetings with Stavros, and miscellaneous correspondence with Westlake Fidelity Bank and Harborview Trust Company.

Collection Method: Lisa Morrow and a Calderwood & Harkness paralegal will conduct an on-site review of the physical files at Mr. Caldwell's residence to identify all documents potentially responsive to the subpoena's demands. All responsive documents will be scanned on-site to high-resolution PDF format using a portable document scanner. Originals will remain in Mr. Caldwell's possession and will not be removed from the premises. Scanned copies will be securely transmitted to Clearpath Document Solutions for OCR processing and ingestion into the review platform. A chain-of-custody log will be maintained throughout the on-site collection process.

Scheduled Collection Date: To be coordinated with Mr. Caldwell; target date is the week of December 12, 2022.

4. Physical Files — Office. Location: 590 Madison Avenue, 22nd Floor, New York, New York 10022 (offices of Caldwell Capital Advisors LLC and the registered office of JRC Realty Holdings LLC).

Mr. Caldwell maintains a personal office at this location, which includes filing cabinets, storage areas, and desk files containing records relating to his various investment activities. While the bulk of Mr. Caldwell's Aegean Realty-related files are believed to be maintained at his residence, some documents — particularly those relating to CCA's investment activities, fund correspondence, and financial reporting — may be located at the office.

Collection Method: Identical to the residence collection. Lisa Morrow and a Calderwood & Harkness paralegal will conduct an on-site review to identify responsive documents, which will be scanned, logged, and transmitted to Clearpath for processing. Originals will remain at the office location.

Scheduled Collection Date: To be coordinated; target date is the week of December 12, 2022, ideally scheduled in conjunction with the residence collection to maximize efficiency.

B. Secondary Custodian / Data Source: Caldwell Capital Advisors LLC Shared Drive

Caldwell Capital Advisors LLC (EIN: 83-2174056) maintains a shared network drive and/or cloud-based storage system accessible to CCA personnel. The specific platform — whether an on-premises server, Sundial Systems, Crestline Software, Fenmore Services Inc., or another cloud service — is to be confirmed with Mr. Caldwell and CCA's IT administrator during the week of December 12, 2022.

Location: 590 Madison Avenue, 22nd Floor, New York, New York 10022.

Relevant Folders: The collection from the CCA shared drive will target any folders, directories, or repositories containing documents relating to Aegean Realty Partners LLC, the three fund investments (Funds III, IV, and V), the two joint venture entities (710 Flatbush Holdings LLC and Stavros-Caldwell Industrial LLC), Westlake Fidelity Bank, N.A., Harborview Trust Company, Pinnacle Appraisal Group LLC, or Marcus W. Stavros personally.

Collection Method: Clearpath Document Solutions will perform a targeted forensic collection of the identified folders and directories, applying search-based filters during the initial extraction to limit the collection to materials that are reasonably likely to be responsive. Hash verification will be employed to ensure the integrity of collected data.

Important Note Regarding Over-Collection Risk: CCA manages approximately $340,000,000 in real estate-focused investment assets across three fund vehicles unrelated to the Aegean Realty investments. The shared drive may contain substantial volumes of non-responsive fund-related materials, investor communications, and proprietary business records that fall entirely outside the scope of the subpoena. The targeted collection methodology described above is designed to minimize the risk of over-collection while ensuring that all responsive materials are captured. Any questions regarding the appropriate scope of the shared-drive collection should be raised with Conrad Ashby before collection commences.

C. Additional Potential Sources (To Be Confirmed with Client)

The following additional data sources have been identified as potentially containing responsive materials. Their relevance and the appropriate method of collection are to be confirmed with Mr. Caldwell during the week of December 12, 2022:

1. JRC Realty Holdings LLC Records. JRC Realty Holdings LLC (EIN: 81-4493217) is Mr. Caldwell's personal holding company for his direct real estate portfolio, which comprises approximately $78,000,000 in assets across fourteen properties in the New York, New Jersey, and Connecticut tristate area. As a general matter, the JRC Realty portfolio is not expected to overlap with the Aegean Realty investments that are the subject of the subpoena. However, we must confirm with Mr. Caldwell whether JRC Realty maintained any separate files, accounts, or records relating to the Aegean transactions — for example, if any Aegean-related investments were held through or documented in JRC Realty's books.

2. Bank Records. Mr. Caldwell's personal and entity bank account statements reflecting wire transfers to and from Aegean Realty entities, Marcus Stavros, Westlake Fidelity Bank, N.A., or Harborview Trust Company will be required for production. We must confirm with Mr. Caldwell which bank accounts were used for Aegean-related transactions — including the specific financial institutions, account numbers, and account holders — and obtain his authorization to retrieve statements for the relevant period (January 1, 2014 through December 31, 2021). If Mr. Caldwell has retained copies of these statements in his personal files, they will be captured during the physical file collection. If additional copies are needed, we will request them directly from the relevant financial institutions with Mr. Caldwell's written authorization.

3. Records from Thornberg & Whitfield CPAs. Thornberg & Whitfield CPAs, located at 521 Fifth Avenue, 17th Floor, New York, New York 10175 (senior partner: Helen R. Thornberg), has prepared tax returns and financial statements for Mr. Caldwell and CCA for several years. These records may reference or include documentation relating to the Aegean Realty investments, including Schedule K-1 forms, investment income and loss schedules, capital account statements, and tax-related correspondence. We will request that Mr. Caldwell authorize the retrieval of relevant records from Thornberg & Whitfield for the pertinent tax years. Importantly, certain communications between Mr. Caldwell and Thornberg & Whitfield may be subject to privilege if such communications were rendered at the direction of counsel in connection with the provision of legal advice. The applicability of privilege to accountant communications will be addressed in the separate privilege review guidelines memorandum to be issued by Conrad Ashby.

4. Records from Whitmore & Kessler LLP. Whitmore & Kessler LLP, located at 277 Park Avenue, 40th Floor, New York, New York 10172 (partner: Patricia Sheldon), served as Mr. Caldwell's prior counsel in connection with the 2019 separation negotiation with Stavros, including the negotiation and execution of the separation agreement dated December 15, 2019. All communications between Mr. Caldwell and Whitmore & Kessler are privileged attorney-client communications. To the extent that Mr. Caldwell possesses copies of correspondence, memoranda, or other documents generated in the course of the attorney-client relationship with Whitmore & Kessler, such documents will be collected for purposes of privilege review but are expected to be withheld from production in their entirety. If access to the original attorney files maintained at Whitmore & Kessler is required for any reason, we will coordinate with Patricia Sheldon to request access, recognizing that such files are inherently protected by the attorney-client privilege.

IV. COLLECTION METHODOLOGY

A. Electronic Data — Forensic Imaging and Extraction

All electronic data sources identified in Section III will be collected using forensically defensible methods designed to ensure chain of custody, data integrity, and authenticity. The use of forensic collection techniques is essential to establishing the reliability of the collected materials for purposes of the grand jury production and any subsequent proceedings.

Vendor. Clearpath Document Solutions Inc. ("Clearpath"), located at 15 Maiden Lane, Suite 800, New York, New York 10038, has been selected as the e-discovery vendor for this engagement. The Clearpath project manager assigned to this matter is Raj K. Anand. Clearpath will be responsible for performing the forensic collection, processing, hosting, and production of all ESI collected in connection with this matter.

Vendor Engagement. A vendor engagement letter and statement of work ("SOW") is to be executed with Clearpath on or before December 9, 2022. The SOW provides for a flat fee of $47,500, covering the processing, hosting, and production of up to 10 gigabytes of collected data. If the total data volume exceeds 10 GB, additional processing and hosting charges will apply at rates specified in the SOW. Based on our preliminary volume estimate (see Section V below), the collected data is expected to fall within the 10 GB cap.

Email Collection. Clearpath will perform a full forensic extraction of the jrc@caldwellcap.com mailbox. The extraction will capture all emails, attachments, calendar items, contacts, and any recoverable deleted items within the mailbox. Date-range filtering (January 1, 2014 through December 31, 2021) will be applied during the processing phase to ensure that only materials within the temporal scope are loaded to the review platform.

Mobile Device Collection. Clearpath will perform a forensic backup of Mr. Caldwell's personal mobile device using its mobile forensics toolkit (Drayton Technologies or equivalent). The extraction will capture text messages (SMS/Westmark Software), messaging application data (Meridian Services Inc., Signal, and other installed messaging applications), call logs, voicemail, and any locally stored documents or images. Date-range and subject-matter filters will be applied during the processing phase.

Shared Drive Collection. Clearpath will perform a targeted forensic collection of identified folders and directories on the CCA shared drive. The collection will be limited to directories identified as potentially containing responsive materials, as determined during the pre-collection scoping exercise with CCA's IT administrator. Hash verification (MD5 and/or SHA-1) will be applied to all collected files to ensure data integrity and to establish an unbroken chain of custody from collection through processing.

B. Physical Documents — Scanning and Digitization

Physical files identified at both the residence (1140 Park Avenue, Apt. 14C) and the office (590 Madison Avenue, 22nd Floor) will be reviewed on-site by Lisa Morrow and a Calderwood & Harkness paralegal. All potentially responsive documents will be scanned to PDF format at a resolution of no less than 300 dpi and subsequently processed through optical character recognition ("OCR") to generate searchable text. The resulting digital files will be securely transmitted to Clearpath for ingestion into the document review platform.

Each scanned document will be assigned a unique document identifier within the Clearpath system for tracking, review, and subsequent Bates stamping. The document identifier will include metadata reflecting the source location (residence or office), the date of scanning, and the custodian (Caldwell).

Chain-of-custody forms will be maintained for all physical file handling, documenting the date and time of on-site review, the individuals present, the categories and volumes of documents scanned, and the method of secure transmission to Clearpath. Originals will not be removed from Mr. Caldwell's possession at any time.

C. Third-Party Records

Bank Records. Bank account statements and wire transfer records will be obtained either directly from Mr. Caldwell (if copies are maintained in his personal files) or, with his written authorization, directly from the relevant financial institutions. If the latter approach is required, authorization letters will be prepared by this firm for Mr. Caldwell's signature and transmitted to the institutions with instructions to produce records for the period January 1, 2014 through December 31, 2021.

Thornberg & Whitfield CPAs Records. Tax returns, financial statements, and related documentation will be requested from Mr. Caldwell, who may possess copies in his personal files. If additional records are needed, we will prepare an authorization letter for Mr. Caldwell's signature directing Thornberg & Whitfield to release the relevant records to Calderwood & Harkness. As noted above, any communications between Mr. Caldwell and Thornberg & Whitfield that may be subject to privilege will be flagged for review under the privilege guidelines to be issued by Conrad Ashby.

Whitmore & Kessler LLP Records. Documents from Mr. Caldwell's prior counsel will be collected from Mr. Caldwell's own files (copies in his possession). These materials are privileged attorney-client communications and are expected to be withheld from production in their entirety. If it becomes necessary to access the original attorney files maintained at Whitmore & Kessler, we will coordinate with partner Patricia Sheldon. Under no circumstances will Whitmore & Kessler communications be produced to the Government without the express authorization of Conrad Ashby following a thorough privilege review.

V. ESTIMATED VOLUME

Based on initial discussions with Mr. Caldwell and a preliminary assessment of the data sources identified above, the estimated volume of the document collection is as follows:

This estimated volume is within the 10 GB processing and hosting cap provided under the Clearpath Document Solutions engagement ($47,500 flat fee). If the actual volume exceeds this estimate, we will evaluate whether additional processing capacity is required and will coordinate with Clearpath accordingly.

Breakdown by Source (Estimated):

• jrc@caldwellcap.com email: This source is anticipated to represent the largest share of collected documents, encompassing emails and attachments spanning the full eight-year relationship with Stavros and the Aegean entities. Email correspondence is expected to include investment-related communications, fund reporting, wire transfer instructions, property management discussions, the 2019 fee dispute correspondence, and separation agreement negotiations.

• CCA shared drive: The targeted folder collection is expected to yield a moderate volume of fund-related documents, including subscription agreements, side letters, investor correspondence, quarterly and annual financial statements, capital call notices, distribution notices, and Schedule K-1 forms for Funds III, IV, and V.

• Physical files (residence and office): Estimated at several hundred pages of hard-copy correspondence, closing binders for the two joint venture acquisitions, investment memoranda, property inspection reports, handwritten meeting notes, and miscellaneous physical documents not maintained in electronic form.

• Mobile device: Expected to yield a modest volume of text messages and messaging application data. The relevance and volume of mobile device data will depend on the extent to which Mr. Caldwell used text messaging or messaging applications to communicate with Stavros or other individuals within the scope of the subpoena.

• Bank records: Transaction-level records, wire transfer confirmations, and periodic account statements for the relevant accounts. The volume will depend on the number of accounts involved and the frequency of transactions during the relevant period.

These estimates are preliminary and will be refined as the collection process proceeds. The engagement team will be notified promptly if the actual volume materially exceeds the estimates set forth above.

VI. PROCESSING AND HOSTING

All collected data will be transmitted securely to Clearpath Document Solutions for processing in accordance with the following protocols:

Processing Steps. Clearpath will apply the following standard processing steps to all collected ESI:

• De-duplication: Exact duplicate documents will be identified and removed using hash-value comparison (MD5 and SHA-1) to eliminate redundant copies and reduce the review population.

• De-NISTing: Known system files, application files, and other non-user-generated content will be removed using the National Institute of Standards and Technology ("NIST") National Software Reference Library hash sets.

• Email threading: Email conversations will be threaded to enable reviewers to view related messages in context and to identify inclusive emails (i.e., the final email in a thread that contains all prior messages).

• Metadata extraction: Document metadata — including author, creation date, modification date, sender, recipient, date sent, file path, and file type — will be extracted and preserved for all processed documents.

• OCR processing: Image-based files, including scanned PDFs and TIFF images, will be processed through optical character recognition to generate searchable text overlays.

• Date-range filtering: Documents falling outside the January 1, 2014 through December 31, 2021 temporal scope will be filtered out during processing, except to the extent that such documents are identified as contextually relevant or necessary for privilege review purposes.

Hosting and Review Platform. Processed documents will be hosted on Clearpath's secure, cloud-based document review platform. The platform will be accessible to the Calderwood & Harkness engagement team — specifically, Conrad Ashby, Daniel Obi, Lisa Morrow, and designated paralegals — via a web-based interface secured with two-factor authentication. Access credentials will be issued individually to each authorized user, and access logs will be maintained by Clearpath for audit purposes.

Bates Stamping Convention. All documents designated for production will be assigned sequential Bates numbers using the following convention:

CALDWELL-NNNNN

Numbering will begin at CALDWELL-00001 and proceed sequentially. The five-digit format provides capacity for up to 99,999 Bates-stamped pages, which is expected to be more than sufficient for the anticipated production volume.

Production Format. The production will be prepared in accordance with the default production specifications applicable in the Southern District of New York. Documents will be produced as single-page TIFF images with associated load files (including concordance and Opticon cross-reference files), extracted text files, and native-format files where appropriate (e.g., for spreadsheets or other files that cannot be meaningfully rendered in TIFF format). Metadata fields to be included in the load files will be determined in accordance with SDNY conventions and any specific instructions received from the USAO.

VII. REVIEW WORKFLOW OVERVIEW

The detailed document review protocol, including specific search terms, custodian-based and date-based filters, and coding guidelines, will be addressed in a separate Document Review Protocol and Search Term Memorandum to be prepared by Daniel Obi. Similarly, the privilege review guidelines — including the standards for asserting attorney-client privilege and work product protection, the treatment of communications involving prior counsel (Whitmore & Kessler LLP) and tax advisors (Thornberg & Whitfield CPAs), and the procedures for resolving privilege disputes — will be issued in a separate memorandum from Conrad Ashby. The following high-level workflow is provided for planning purposes:

Step 1 — First-Pass Review (Responsiveness). The first-pass review will focus on determining the responsiveness of collected documents to the subpoena's specific document demands. Reviewers will apply keyword search terms and date/custodian filters developed in the Daniel Obi search term memorandum to prioritize the review population. Each document will be coded as "Responsive," "Not Responsive," or "Needs Further Review." Documents coded as responsive will advance to the second-pass review.

Step 2 — Second-Pass Review (Privilege). All documents coded as responsive during the first-pass review will be subjected to a privilege review. Particular attention will be paid to the following categories of potentially privileged materials:

• Communications between Mr. Caldwell and Whitmore & Kessler LLP (prior counsel for the 2019 separation negotiation), which are protected by the attorney-client privilege;

• Communications between Mr. Caldwell and Thornberg & Whitfield CPAs that were rendered at the direction of counsel in connection with the provision of legal advice, which may be protected under the Kovel doctrine or applicable privilege principles;

• Communications between Mr. Caldwell and Calderwood & Harkness LLP relating to the current representation, which are protected by the attorney-client privilege and work product doctrine; and

• Any other documents that contain or reflect confidential communications made for the purpose of obtaining or providing legal advice.

Documents identified as privileged will be coded accordingly and withheld from production. A privilege log entry will be prepared for each withheld document.

Step 3 — Quality Control. A quality control review will be conducted by Daniel Obi and Conrad Ashby. This review will include statistical sampling of coded documents to verify the accuracy of responsiveness and privilege determinations, as well as a senior-level review of any documents flagged as raising complex privilege or responsiveness issues.

Step 4 — Production. Documents that have been reviewed, coded as responsive, and cleared through the privilege review will be Bates-stamped and prepared for production in TIFF format with associated load files. The production will be transmitted to the USAO via a secure file transfer protocol or other method agreed upon with AUSA Goldfarb.

Step 5 — Privilege Log. A privilege log will be prepared for all documents withheld from production on the grounds of attorney-client privilege or work product protection. The privilege log will include the following fields, at a minimum: Bates range (or document identifier for unproduced documents), date, author/sender, recipient(s), document type, and a description of the basis for the privilege assertion. The privilege log will accompany the final rolling production.

VIII. ROLLING PRODUCTION SCHEDULE

Consistent with the rolling production arrangement agreed upon between Conrad Ashby and AUSA Goldfarb, the following production schedule will govern the timing and sequencing of document deliveries to the USAO:

The exact volumes for each production will be determined based on the pace of the document review. Priority in the first rolling production will be given to the most responsive and substantively significant document categories, including:

• Direct Caldwell-Stavros correspondence (email and text messages);

• Fund subscription agreements, capital call notices, and distribution records;

• Joint venture formation documents, operating agreements, and closing binders;

• Wire transfer records and fund movement documentation;

• Appraisals and property inspection reports; and

• Separation agreement documentation and related correspondence.

The engagement team will monitor the progress of the review against the production schedule on a weekly basis. If it becomes apparent that any target date cannot be met, Conrad Ashby will communicate with AUSA Goldfarb in advance to request an adjustment. All communications with the USAO regarding the production schedule will be documented in writing.

IX. DATA SECURITY AND CONFIDENTIALITY

The security and confidentiality of Mr. Caldwell's documents and ESI are of paramount importance throughout the collection, processing, review, and production phases. The following data security measures will be implemented:

Encryption. All data in transit — whether transmitted from the collection site to Clearpath, from Clearpath to the Calderwood & Harkness review team, or from Calderwood & Harkness to the USAO — will be encrypted using AES-256 encryption or an equivalent industry-standard encryption protocol. Data at rest on Clearpath's hosting platform will similarly be encrypted.

Platform Security. Clearpath's document hosting platform meets industry-standard security certifications, including SOC 2 Type II compliance. The platform employs multi-layered security controls, including firewalls, intrusion detection systems, role-based access controls, and regular penetration testing.

Access Controls. Access to the Clearpath review platform will be strictly restricted to the following authorized Calderwood & Harkness personnel:

• Conrad Ashby, Partner

• Daniel Obi, Associate

• Lisa Morrow, Associate

• Designated paralegals (to be identified by name and approved by Conrad Ashby prior to access being granted)

No individual outside the engagement team will be granted access to the review platform or to any collected materials without the prior written authorization of Conrad Ashby.

Vendor Confidentiality. Clearpath Document Solutions is bound by the confidentiality and security provisions set forth in the vendor engagement letter and SOW to be executed on or before December 9, 2022. These provisions include restrictions on Clearpath's use and disclosure of the data, requirements for secure data handling and storage, and obligations to return or destroy all data upon the conclusion of the engagement.

Physical File Security. All physical files will remain in Mr. Caldwell's possession at all times. Only scanned digital copies will be transmitted to Clearpath for processing. No originals will be removed from Mr. Caldwell's residence or office. Chain-of-custody forms will be maintained for all physical file handling events.

X. KEY CONTACT INFORMATION

The following contact information is provided for reference by the engagement team:

Calderwood & Harkness Engagement Team:

• Conrad Ashby — Partner, White Collar & Investigations (Billing Partner; lead attorney for all Government interactions and privilege determinations)

• Bernard Crawford — Partner, Labor & Employment (Responsible Partner; oversight of employment-related issues, if any arise)

• Daniel Obi — Associate, Banking & Finance (Lead Associate; responsible for subpoena analysis, document review protocol, search term development, and quality control)

• Lisa Morrow — Associate, Banking & Finance (Working Associate; responsible for collection protocol, vendor coordination, on-site physical file collection, and day-to-day project management)

XI. NEXT STEPS AND ACTION ITEMS

The following action items and deadlines are critical to maintaining the collection and production schedule. Responsible team members are identified for each item.

Immediate — By December 9, 2022

1. Execute Clearpath Vendor Engagement Letter / SOW. The engagement letter and statement of work with Clearpath Document Solutions must be finalized and executed no later than December 9, 2022, to permit the commencement of forensic collection activities the following week. The SOW provides for a flat fee of $47,500 for processing, hosting, and production of up to 10 GB of data. (Responsible: Lisa Morrow; approval: Conrad Ashby.)

2. Client Confirmation Items. Confirm with Mr. Caldwell the following open items:

(a) Whether any additional personal email accounts exist beyond jrc@caldwellcap.com, and if so, whether any were used for communications with Stavros, Aegean entities, Westlake Fidelity Bank, Harborview Trust Company, or Pinnacle Appraisal Group;

(b) The make, model, operating system, and carrier of his personal mobile device, and whether any prior devices from the relevant period remain in his possession or have been backed up to a cloud service;

(c) The specific platform used for the CCA shared drive (on-premises server, Aldermere Systems, Crestline Software, Larkspur Technologies, or other);

(d) The location and organizational structure of physical files at both the residence and the office, to enable efficient on-site collection;

(e) The bank accounts used for Aegean-related transactions, including financial institution names, account numbers, and account holders, and authorization to retrieve statements for the relevant period.

(Responsible: Lisa Morrow; to be completed by telephone or in-person meeting with Mr. Caldwell.)

3. Schedule On-Site Collection. Coordinate with Mr. Caldwell to schedule on-site physical file collection at 1140 Park Avenue (residence) and 590 Madison Avenue (office). Target date: week of December 12, 2022. (Responsible: Lisa Morrow.)

Week of December 12, 2022

4. Commence Forensic Imaging — Email. Initiate forensic imaging of the jrc@caldwellcap.com email account by Clearpath Document Solutions. (Responsible: Clearpath / Raj Anand; coordinated by Lisa Morrow.)

5. Forensic Backup — Mobile Device. Perform forensic backup of Mr. Caldwell's personal mobile device using Clearpath's mobile forensics toolkit. (Responsible: Clearpath / Raj Anand; coordinated by Lisa Morrow.)

6. Targeted Collection — CCA Shared Drive. Commence targeted forensic collection of relevant folders and directories from the CCA shared drive. (Responsible: Clearpath / Raj Anand; coordinated by Lisa Morrow with CCA IT support.)

7. On-Site Physical File Collection. Conduct on-site review and scanning of physical files at Mr. Caldwell's residence and office. (Responsible: Lisa Morrow and designated Calderwood & Harkness paralegal.)

8. Data Transmission to Clearpath. Securely transmit all collected data — email, mobile device, shared drive, and scanned physical files — to Clearpath for processing. (Responsible: Lisa Morrow.)

Week of December 19, 2022

9. Processing Completion. Clearpath to complete processing of all collected data (de-duplication, de-NISTing, email threading, metadata extraction, OCR, and date-range filtering) and load all processed documents to the secure review platform. (Responsible: Clearpath / Raj Anand.)

10. Document Review Protocol Memorandum. Daniel Obi to prepare and circulate the Document Review Protocol and Search Term Memorandum, including keyword search terms, custodian and date filters, and coding guidelines. (Responsible: Daniel Obi.)

11. Privilege Review Guidelines Memorandum. Conrad Ashby to prepare and circulate the Privilege Review Guidelines Memorandum, including standards for asserting privilege, treatment of Whitmore & Kessler and Thornberg & Whitfield communications, and privilege log procedures. (Responsible: Conrad Ashby.)

12. Commence First-Pass Responsiveness Review. Begin first-pass review of processed documents for responsiveness to the subpoena's demands. (Responsible: Daniel Obi, Lisa Morrow, and designated reviewers.)

January 2023.

13. Complete Review for First Production. Complete first-pass and second-pass review of a sufficient volume of documents to populate the First Rolling Production. (Responsible: Daniel Obi, Lisa Morrow.)

14. First Rolling Production. Prepare and deliver the First Rolling Production to the USAO by January 20, 2023. (Responsible: Lisa Morrow (production mechanics); Conrad Ashby (final approval and transmission to AUSA Goldfarb).)

Ongoing.

15. Continue Review. Continue first-pass and second-pass review of remaining documents, prioritizing document categories as described in Section VIII. (Responsible: Daniel Obi, Lisa Morrow.)

16. Second Rolling Production. Prepare and deliver the Second Rolling Production by approximately February 10, 2023. (Responsible: Lisa Morrow; approval: Conrad Ashby.)

17. Final Production and Privilege Log. Prepare and deliver the Final Production and the privilege log by approximately February 24, 2023. (Responsible: Lisa Morrow (production), Daniel Obi (privilege log); approval: Conrad Ashby.)

XII. CONCLUSION

The document collection protocol set forth in this memorandum is designed to ensure comprehensive, forensically defensible compliance with the Grand Jury Subpoena (Grand Jury No. 22-GJ-4481) while preserving all applicable privileges, including the attorney-client privilege and the work product doctrine. The protocol addresses all known custodians and data sources, establishes a clear chain of custody, and provides for the use of a qualified e-discovery vendor to perform the forensic collection, processing, and hosting of all electronically stored information and digitized physical documents.

Any questions regarding the scope, methodology, or logistics of the collection protocol should be directed to Lisa Morrow (ext. 4287) or Daniel Obi (ext. 3912). Any questions regarding privilege review, Government communications, or the overall litigation strategy should be directed to Conrad Ashby.

The engagement team is respectfully requested to review this memorandum and confirm agreement with the protocol set forth herein no later than December 9, 2022, to permit the timely execution of the Clearpath vendor engagement letter and the commencement of collection activities during the week of December 12, 2022. Adherence to this schedule is essential to meeting the January 20, 2023 deadline for the First Rolling Production.

TO:

Bernard Crawford, Partner, Labor & Employment

Daniel Obi, Associate, Banking & Finance

FROM:	Lisa Morrow, Associate, Banking & Finance Practice Group
DATE:	December 8, 2022
RE:	Document Collection Protocol — Representation of Jonathan R. Caldwell; Grand Jury Subpoena Response (Grand Jury No. 22-GJ-4481, U.S. District Court, S.D.N.Y.)
MATTER NO.:	1034-00001
Metric	Estimate
Total Documents	Approximately 14,200 documents (including emails, attachments, PDFs, scanned paper files, and messaging data)
Total Data Volume	Approximately 8.3 GB
Production	Target Date	Description
First Rolling Production	January 20, 2023	Initial production of the first tranche of responsive, non-privileged documents; priority given to the most substantively significant document categories
Second Rolling Production	Approximately February 10, 2023 (three weeks after first production)	Second tranche of responsive, non-privileged documents
Final Production and Privilege Log	Approximately February 24, 2023 (two weeks after second production)	Final tranche of responsive, non-privileged documents; delivery of the privilege log for all withheld documents
Name / Entity	Address	Additional Details
Jonathan R. Caldwell (Client)	1140 Park Avenue, Apt. 14C, New York, NY 10128	Email: jrc@caldwellcap.com
Caldwell Capital Advisors LLC	590 Madison Avenue, 22nd Floor, New York, NY 10022	EIN: 83-2174056
JRC Realty Holdings LLC	590 Madison Avenue, 22nd Floor, New York, NY 10022	EIN: 81-4493217
Clearpath Document Solutions Inc.	15 Maiden Lane, Suite 800, New York, NY 10038	Project Manager: Raj K. Anand
Calderwood & Harkness LLP	450 Park Avenue, 30th Floor, New York, NY 10022	See team listing below

CALDERWOOD & HARKNESS LLP
450 Park Avenue, 30th Floor New York, New York 10022
PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT — This memorandum was prepared at the direction of counsel in anticipation of litigation and in connection with the provision of legal advice. Do not distribute outside the engagement team without prior authorization from Conrad Ashby.
INTERNAL MEMORANDUM
I. PURPOSE AND BACKGROUND
The purpose of this memorandum is to establish a comprehensive document collection protocol in connection with the obligation of our client, Jonathan R. Caldwell, to comply with the federal grand jury subpoena issued on November 18, 2022, by the United States Attorney's Office for the Southern District of New York (Grand Jury No. 22-GJ-4481). The subpoena was served upon Mr. Caldwell on November 21, 2022, at his residence located at 1140 Park Avenue, Apt. 14C, New York, New York 10128. This memorandum is intended to provide the engagement team with a detailed roadmap for the identification, collection, processing, and eventual production of all documents and electronically stored information ("ESI") responsive to the subpoena's demands, and to ensure that such collection is conducted in a forensically defensible manner that preserves all applicable privileges.
Subpoena Timeline and Extension. The original return date for the subpoena was December 9, 2022. On December 7, 2022, Conrad Ashby submitted a written request to Assistant United States Attorney Miriam T. Goldfarb seeking an extension of the return date to January 20, 2023, accompanied by a proposal for a rolling production schedule. On December 8, 2022, AUSA Goldfarb confirmed by email that the extension was granted and that the Government would accept document productions on a rolling basis, with the first production due no later than January 20, 2023. The specific terms of the rolling production schedule are discussed in Section VIII below.
Litigation Hold. A litigation hold notice was issued on December 5, 2022, directed to Mr. Caldwell personally and to Caldwell Capital Advisors LLC ("CCA"). The litigation hold instructs all recipients to preserve, and refrain from destroying, altering, or discarding, any and all documents and ESI that may be potentially relevant to the subject matter of the grand jury investigation, including but not limited to the categories of documents described in the subpoena. The litigation hold remains in effect until further notice from this firm.
Summary of Subpoena Demands. At a high level, the subpoena demands production of all documents and communications between Mr. Caldwell and Marcus W. Stavros, between Mr. Caldwell and any entity affiliated with Aegean Realty Partners LLC, and between Mr. Caldwell and Westlake Fidelity Bank, N.A. or Harborview Trust Company, for the period January 1, 2014 through December 31, 2021, relating to:
(a) real estate investments, co-investments, or syndications 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 accounts held or controlled by Mr. Caldwell and accounts held or controlled by Stavros or any Aegean Realty entity.
The subpoena's demands are broad in scope and cover an eight-year period during which Mr. Caldwell maintained a substantial investment and joint venture relationship with Stavros and the Aegean Realty entities. A detailed, paragraph-by-paragraph analysis of the subpoena's demands was prepared by Daniel Obi in the Subpoena Analysis Memorandum dated December 6, 2022, and this memorandum should be read in conjunction with that analysis.
Nature of the Investigation. Based on publicly available information and our preliminary communications with the USAO, the investigation appears to focus on Marcus W. Stavros and Aegean Realty Partners LLC in connection with suspected wire fraud (18 U.S.C. § 1343), bank fraud (18 U.S.C. § 1344), money laundering (18 U.S.C. § 1956), and conspiracy (18 U.S.C. § 371). At present, Mr. Caldwell is understood to be a witness in the investigation and is not a target or subject. This understanding is based on preliminary conversations between Conrad Ashby and AUSA Goldfarb, during which the AUSA indicated that the Government views Mr. Caldwell as a witness and an investor who may have been among those harmed by the alleged conduct. We anticipate that AUSA Goldfarb will formally confirm Mr. Caldwell's status during the proffer call currently scheduled for December 12, 2022, which will be memorialized in a separate memorandum. Notwithstanding Mr. Caldwell's anticipated witness status, we are proceeding with all appropriate protections, including rigorous privilege review, to safeguard Mr. Caldwell's interests throughout this process.
II. SCOPE OF COLLECTION
A. Temporal Scope
The date range for the document collection is January 1, 2014 through December 31, 2021, consistent with the temporal scope specified in the subpoena's demands. This eight-year period encompasses the entirety of Mr. Caldwell's investment relationship with Marcus Stavros and the Aegean Realty entities, from the earliest period of their business dealings through and beyond the effective date of the separation agreement that terminated Mr. Caldwell's involvement in the joint venture entities.
It should be noted that certain contextual documents falling outside this primary date range may need to be reviewed for privilege or relevance purposes. For example, documents created in early 2022 that reference or attach documents from within the collection period may be captured incidentally during forensic extraction and will require review to determine whether they are responsive or whether they implicate privilege considerations. Similarly, any pre-2014 documents that are necessary to provide context for the formation of the investment relationships may be reviewed but are not expected to be within the scope of the production unless specifically responsive to the subpoena's categories. The primary collection window, however, remains the eight-year period specified by the Government.
B. Subject Matter Scope
The collection will encompass all documents and communications relating to the following individuals, entities, transactions, and subject matter categories:
1. Key Individuals and Entities
• Marcus W. Stavros — personally, and in his capacity as managing member or principal of any Aegean Realty entity.
• Aegean Realty Partners LLC — principal office at 280 Atlantic Street, Suite 510, Stamford, Connecticut 06901; the parent entity and management company for the Aegean fund and joint venture platform.
• Aegean Realty Fund III LP — a Delaware limited partnership in which Mr. Caldwell invested $2,500,000 in June 2016.
• Aegean Realty Fund IV LP — a Delaware limited partnership in which Mr. Caldwell invested $4,000,000 in March 2017.
• Aegean Realty Fund V LP — a Delaware limited partnership in which Mr. Caldwell invested $3,500,000 in September 2018.
• Mr. Caldwell's total limited partnership investments across these three funds aggregate to $10,000,000.
• 710 Flatbush Holdings LLC — a 50/50 joint venture between Caldwell and Stavros formed for the acquisition and operation of the property located at 710 Flatbush Avenue, Brooklyn, New York 11225. The property was acquired in April 2016 for a purchase price of $11,200,000. Mr. Caldwell's equity contribution was $2,800,000. The acquisition was financed in part by a loan from Westlake Fidelity Bank, N.A. in the amount of $5,600,000.
• Stavros-Caldwell Industrial LLC — a 60/40 joint venture (60% Stavros / 40% Caldwell) formed for the acquisition and operation of the property located at 1500 Commerce Boulevard, Newark, New Jersey 07114. The property was acquired in October 2017 for a purchase price of $8,900,000. Mr. Caldwell's equity contribution was $1,424,000. The acquisition was financed in part by a loan from Westlake Fidelity Bank, N.A. in the amount of $5,340,000.
• Mr. Caldwell's total joint venture equity contributions across these two entities aggregate to $4,224,000.
• Westlake Fidelity Bank, N.A. — located at 600 Summer Street, Stamford, Connecticut 06901. Westlake served as the acquisition lender on both joint venture properties and maintained a primary lending relationship with Aegean Realty Partners and its affiliated entities.
• Harborview Trust Company — located at 88 Broad Street, Suite 200, Bridgeport, Connecticut 06604. Harborview served as escrow agent for investor deposits in connection with Fund IV and Fund V, and also served as mezzanine lender ($14,500,000) to an Aegean Realty entity (the specific entity to be confirmed through document review).
• Pinnacle Appraisal Group LLC — located at 355 Lexington Avenue, 9th Floor, New York, New York 10017. Pinnacle is a real estate appraisal firm that prepared appraisals for properties acquired in connection with Aegean Realty's fund and joint venture transactions. According to information obtained from the USAO, Pinnacle is under government scrutiny for potentially inflated valuations that may have been used in connection with securing loan financing from Westlake Fidelity Bank and other lenders.
2. Key Transaction Categories
• Any and all appraisals, valuations, or property inspection reports for properties in which Mr. Caldwell and Stavros had a direct or indirect interest, including but not limited to appraisals prepared by Pinnacle Appraisal Group LLC.
• Any distributions received by Mr. Caldwell from the fund or joint venture entities, including aggregate LP distributions of approximately $1,870,000 and aggregate JV distributions of approximately $635,000, for a total of approximately $2,505,000 in distributions.
• Any fund transfers, wire movements, or other transfers of value between accounts held or controlled by Mr. Caldwell and accounts held or controlled by Stavros or any Aegean Realty entity.
• Documents relating to the business dispute that arose in 2019 regarding approximately $340,000 in management fees that were unilaterally charged by Stavros to the 710 Flatbush Holdings LLC operating account without Mr. Caldwell's consent or prior approval.
• Documents relating to the separation agreement effective December 15, 2019, pursuant to which Stavros purchased Mr. Caldwell's 50% interest in 710 Flatbush Holdings LLC for $3,400,000 and Mr. Caldwell's 40% interest in Stavros-Caldwell Industrial LLC for $1,850,000.
• Documents relating to Mr. Caldwell's redemption of his limited partnership interest in Aegean Realty Fund V LP, completed in March 2020 at a redemption price of $3,150,000.
The subject matter scope outlined above is designed to capture all documents and communications reasonably responsive to the subpoena's demands. During the review phase, the engagement team will refine the responsiveness criteria based on the actual content of collected materials, guided by the detailed search term and review protocols to be issued by Daniel Obi.
III. CUSTODIANS AND DATA SOURCES
A. Primary Custodian: Jonathan R. Caldwell
Mr. Caldwell is the sole custodian named in the subpoena and the primary source for all responsive documents. The following data sources associated with Mr. Caldwell have been identified for collection:
1. Personal Email Account. Mr. Caldwell's primary email address is jrc@caldwellcap.com, which is hosted on Caldwell Capital Advisors LLC's email server or cloud-based email platform (the specific hosting environment to be confirmed with Mr. Caldwell and CCA's IT personnel). This email account serves as Mr. Caldwell's principal means of electronic communication for both personal investment matters and business correspondence related to Caldwell Capital Advisors. Based on our initial discussions with Mr. Caldwell, the vast majority of his written communications with Stavros, the Aegean Realty entities, Westlake Fidelity Bank, Harborview Trust Company, and Pinnacle Appraisal Group were conducted through this email account.
Collection Method: Clearpath Document Solutions Inc. will perform a forensic imaging of the entire mailbox for the relevant date range (January 1, 2014 through December 31, 2021). The forensic image will capture all emails sent, received, and stored in the account during this period, including all attachments, calendar entries, and any archived or deleted items that remain recoverable. Date-range filtering will be applied during the processing phase to ensure that only materials within the temporal scope are loaded to the review platform.
Additional Personal Email Accounts: During our initial client meeting, Mr. Caldwell indicated that the jrc@caldwellcap.com account was his primary email for all investment-related communications. However, we must confirm with Mr. Caldwell whether any additional personal email accounts exist (e.g., personal Northgate Software, Cascade Health IT, Ridgeline Technologies, or other accounts) and, if so, whether any such accounts were used at any time for communications with Stavros, any Aegean Realty entity, Westlake Fidelity Bank, Harborview Trust Company, or any other individual or entity within the scope of the subpoena. If additional accounts are identified, forensic collection of those accounts will be added to the collection plan.
2. Personal Mobile Device. Mr. Caldwell's personal mobile phone will be collected for forensic imaging. The make, model, operating system, and carrier of Mr. Caldwell's current device are to be confirmed during the client meeting scheduled for the week of December 12, 2022. Additionally, we must confirm with Mr. Caldwell whether he used any prior mobile devices during the relevant period (2014–2021) that may still be in his possession or that may have been backed up to a cloud service (e.g., Meridian Systems, Hollowell Health IT).
Collection Method: Clearpath Document Solutions will perform a forensic backup of the device using industry-standard mobile forensics tools, including Drayton Technologies or equivalent technology. The forensic backup will capture:
• Text messages (SMS and Westmark Software);
• Data from messaging applications, including Meridian Services Inc., Signal, Kestrel Data Systems, and any other messaging platforms installed on the device;
• Call logs and voicemail (to the extent stored on the device);
• Locally stored documents, images, and files relating to the subject matter; and
• Any cloud-backed-up data accessible through the device.
Date-range and keyword filters will be applied during the processing phase, post-collection, to isolate materials within the relevant temporal scope and subject matter.
3. Physical Files — Residence. Location: 1140 Park Avenue, Apt. 14C, New York, New York 10128.
Mr. Caldwell maintains a home office at his residence that contains physical files relating to his personal investments and real estate holdings. Based on our preliminary discussions, these files include hard-copy correspondence with Stavros and Aegean Realty personnel, investment account statements, subscription agreements for Funds III, IV, and V, Schedule K-1 forms received from the fund entities, closing binders for the 710 Flatbush and 1500 Commerce Boulevard acquisitions, handwritten notes from meetings with Stavros, and miscellaneous correspondence with Westlake Fidelity Bank and Harborview Trust Company.
Collection Method: Lisa Morrow and a Calderwood & Harkness paralegal will conduct an on-site review of the physical files at Mr. Caldwell's residence to identify all documents potentially responsive to the subpoena's demands. All responsive documents will be scanned on-site to high-resolution PDF format using a portable document scanner. Originals will remain in Mr. Caldwell's possession and will not be removed from the premises. Scanned copies will be securely transmitted to Clearpath Document Solutions for OCR processing and ingestion into the review platform. A chain-of-custody log will be maintained throughout the on-site collection process.
Scheduled Collection Date: To be coordinated with Mr. Caldwell; target date is the week of December 12, 2022.
4. Physical Files — Office. Location: 590 Madison Avenue, 22nd Floor, New York, New York 10022 (offices of Caldwell Capital Advisors LLC and the registered office of JRC Realty Holdings LLC).
Mr. Caldwell maintains a personal office at this location, which includes filing cabinets, storage areas, and desk files containing records relating to his various investment activities. While the bulk of Mr. Caldwell's Aegean Realty-related files are believed to be maintained at his residence, some documents — particularly those relating to CCA's investment activities, fund correspondence, and financial reporting — may be located at the office.
Collection Method: Identical to the residence collection. Lisa Morrow and a Calderwood & Harkness paralegal will conduct an on-site review to identify responsive documents, which will be scanned, logged, and transmitted to Clearpath for processing. Originals will remain at the office location.
Scheduled Collection Date: To be coordinated; target date is the week of December 12, 2022, ideally scheduled in conjunction with the residence collection to maximize efficiency.
B. Secondary Custodian / Data Source: Caldwell Capital Advisors LLC Shared Drive
Caldwell Capital Advisors LLC (EIN: 83-2174056) maintains a shared network drive and/or cloud-based storage system accessible to CCA personnel. The specific platform — whether an on-premises server, Sundial Systems, Crestline Software, Fenmore Services Inc., or another cloud service — is to be confirmed with Mr. Caldwell and CCA's IT administrator during the week of December 12, 2022.
Location: 590 Madison Avenue, 22nd Floor, New York, New York 10022.
Relevant Folders: The collection from the CCA shared drive will target any folders, directories, or repositories containing documents relating to Aegean Realty Partners LLC, the three fund investments (Funds III, IV, and V), the two joint venture entities (710 Flatbush Holdings LLC and Stavros-Caldwell Industrial LLC), Westlake Fidelity Bank, N.A., Harborview Trust Company, Pinnacle Appraisal Group LLC, or Marcus W. Stavros personally.
Collection Method: Clearpath Document Solutions will perform a targeted forensic collection of the identified folders and directories, applying search-based filters during the initial extraction to limit the collection to materials that are reasonably likely to be responsive. Hash verification will be employed to ensure the integrity of collected data.
Important Note Regarding Over-Collection Risk: CCA manages approximately $340,000,000 in real estate-focused investment assets across three fund vehicles unrelated to the Aegean Realty investments. The shared drive may contain substantial volumes of non-responsive fund-related materials, investor communications, and proprietary business records that fall entirely outside the scope of the subpoena. The targeted collection methodology described above is designed to minimize the risk of over-collection while ensuring that all responsive materials are captured. Any questions regarding the appropriate scope of the shared-drive collection should be raised with Conrad Ashby before collection commences.
C. Additional Potential Sources (To Be Confirmed with Client)
The following additional data sources have been identified as potentially containing responsive materials. Their relevance and the appropriate method of collection are to be confirmed with Mr. Caldwell during the week of December 12, 2022:
1. JRC Realty Holdings LLC Records. JRC Realty Holdings LLC (EIN: 81-4493217) is Mr. Caldwell's personal holding company for his direct real estate portfolio, which comprises approximately $78,000,000 in assets across fourteen properties in the New York, New Jersey, and Connecticut tristate area. As a general matter, the JRC Realty portfolio is not expected to overlap with the Aegean Realty investments that are the subject of the subpoena. However, we must confirm with Mr. Caldwell whether JRC Realty maintained any separate files, accounts, or records relating to the Aegean transactions — for example, if any Aegean-related investments were held through or documented in JRC Realty's books.
2. Bank Records. Mr. Caldwell's personal and entity bank account statements reflecting wire transfers to and from Aegean Realty entities, Marcus Stavros, Westlake Fidelity Bank, N.A., or Harborview Trust Company will be required for production. We must confirm with Mr. Caldwell which bank accounts were used for Aegean-related transactions — including the specific financial institutions, account numbers, and account holders — and obtain his authorization to retrieve statements for the relevant period (January 1, 2014 through December 31, 2021). If Mr. Caldwell has retained copies of these statements in his personal files, they will be captured during the physical file collection. If additional copies are needed, we will request them directly from the relevant financial institutions with Mr. Caldwell's written authorization.
3. Records from Thornberg & Whitfield CPAs. Thornberg & Whitfield CPAs, located at 521 Fifth Avenue, 17th Floor, New York, New York 10175 (senior partner: Helen R. Thornberg), has prepared tax returns and financial statements for Mr. Caldwell and CCA for several years. These records may reference or include documentation relating to the Aegean Realty investments, including Schedule K-1 forms, investment income and loss schedules, capital account statements, and tax-related correspondence. We will request that Mr. Caldwell authorize the retrieval of relevant records from Thornberg & Whitfield for the pertinent tax years. Importantly, certain communications between Mr. Caldwell and Thornberg & Whitfield may be subject to privilege if such communications were rendered at the direction of counsel in connection with the provision of legal advice. The applicability of privilege to accountant communications will be addressed in the separate privilege review guidelines memorandum to be issued by Conrad Ashby.
4. Records from Whitmore & Kessler LLP. Whitmore & Kessler LLP, located at 277 Park Avenue, 40th Floor, New York, New York 10172 (partner: Patricia Sheldon), served as Mr. Caldwell's prior counsel in connection with the 2019 separation negotiation with Stavros, including the negotiation and execution of the separation agreement dated December 15, 2019. All communications between Mr. Caldwell and Whitmore & Kessler are privileged attorney-client communications. To the extent that Mr. Caldwell possesses copies of correspondence, memoranda, or other documents generated in the course of the attorney-client relationship with Whitmore & Kessler, such documents will be collected for purposes of privilege review but are expected to be withheld from production in their entirety. If access to the original attorney files maintained at Whitmore & Kessler is required for any reason, we will coordinate with Patricia Sheldon to request access, recognizing that such files are inherently protected by the attorney-client privilege.
IV. COLLECTION METHODOLOGY
A. Electronic Data — Forensic Imaging and Extraction
All electronic data sources identified in Section III will be collected using forensically defensible methods designed to ensure chain of custody, data integrity, and authenticity. The use of forensic collection techniques is essential to establishing the reliability of the collected materials for purposes of the grand jury production and any subsequent proceedings.
Vendor. Clearpath Document Solutions Inc. ("Clearpath"), located at 15 Maiden Lane, Suite 800, New York, New York 10038, has been selected as the e-discovery vendor for this engagement. The Clearpath project manager assigned to this matter is Raj K. Anand. Clearpath will be responsible for performing the forensic collection, processing, hosting, and production of all ESI collected in connection with this matter.
Vendor Engagement. A vendor engagement letter and statement of work ("SOW") is to be executed with Clearpath on or before December 9, 2022. The SOW provides for a flat fee of $47,500, covering the processing, hosting, and production of up to 10 gigabytes of collected data. If the total data volume exceeds 10 GB, additional processing and hosting charges will apply at rates specified in the SOW. Based on our preliminary volume estimate (see Section V below), the collected data is expected to fall within the 10 GB cap.
Email Collection. Clearpath will perform a full forensic extraction of the jrc@caldwellcap.com mailbox. The extraction will capture all emails, attachments, calendar items, contacts, and any recoverable deleted items within the mailbox. Date-range filtering (January 1, 2014 through December 31, 2021) will be applied during the processing phase to ensure that only materials within the temporal scope are loaded to the review platform.
Mobile Device Collection. Clearpath will perform a forensic backup of Mr. Caldwell's personal mobile device using its mobile forensics toolkit (Drayton Technologies or equivalent). The extraction will capture text messages (SMS/Westmark Software), messaging application data (Meridian Services Inc., Signal, and other installed messaging applications), call logs, voicemail, and any locally stored documents or images. Date-range and subject-matter filters will be applied during the processing phase.
Shared Drive Collection. Clearpath will perform a targeted forensic collection of identified folders and directories on the CCA shared drive. The collection will be limited to directories identified as potentially containing responsive materials, as determined during the pre-collection scoping exercise with CCA's IT administrator. Hash verification (MD5 and/or SHA-1) will be applied to all collected files to ensure data integrity and to establish an unbroken chain of custody from collection through processing.
B. Physical Documents — Scanning and Digitization
Physical files identified at both the residence (1140 Park Avenue, Apt. 14C) and the office (590 Madison Avenue, 22nd Floor) will be reviewed on-site by Lisa Morrow and a Calderwood & Harkness paralegal. All potentially responsive documents will be scanned to PDF format at a resolution of no less than 300 dpi and subsequently processed through optical character recognition ("OCR") to generate searchable text. The resulting digital files will be securely transmitted to Clearpath for ingestion into the document review platform.
Each scanned document will be assigned a unique document identifier within the Clearpath system for tracking, review, and subsequent Bates stamping. The document identifier will include metadata reflecting the source location (residence or office), the date of scanning, and the custodian (Caldwell).
Chain-of-custody forms will be maintained for all physical file handling, documenting the date and time of on-site review, the individuals present, the categories and volumes of documents scanned, and the method of secure transmission to Clearpath. Originals will not be removed from Mr. Caldwell's possession at any time.
C. Third-Party Records
Bank Records. Bank account statements and wire transfer records will be obtained either directly from Mr. Caldwell (if copies are maintained in his personal files) or, with his written authorization, directly from the relevant financial institutions. If the latter approach is required, authorization letters will be prepared by this firm for Mr. Caldwell's signature and transmitted to the institutions with instructions to produce records for the period January 1, 2014 through December 31, 2021.
Thornberg & Whitfield CPAs Records. Tax returns, financial statements, and related documentation will be requested from Mr. Caldwell, who may possess copies in his personal files. If additional records are needed, we will prepare an authorization letter for Mr. Caldwell's signature directing Thornberg & Whitfield to release the relevant records to Calderwood & Harkness. As noted above, any communications between Mr. Caldwell and Thornberg & Whitfield that may be subject to privilege will be flagged for review under the privilege guidelines to be issued by Conrad Ashby.
Whitmore & Kessler LLP Records. Documents from Mr. Caldwell's prior counsel will be collected from Mr. Caldwell's own files (copies in his possession). These materials are privileged attorney-client communications and are expected to be withheld from production in their entirety. If it becomes necessary to access the original attorney files maintained at Whitmore & Kessler, we will coordinate with partner Patricia Sheldon. Under no circumstances will Whitmore & Kessler communications be produced to the Government without the express authorization of Conrad Ashby following a thorough privilege review.
V. ESTIMATED VOLUME
Based on initial discussions with Mr. Caldwell and a preliminary assessment of the data sources identified above, the estimated volume of the document collection is as follows:
This estimated volume is within the 10 GB processing and hosting cap provided under the Clearpath Document Solutions engagement ($47,500 flat fee). If the actual volume exceeds this estimate, we will evaluate whether additional processing capacity is required and will coordinate with Clearpath accordingly.
Breakdown by Source (Estimated):
• jrc@caldwellcap.com email: This source is anticipated to represent the largest share of collected documents, encompassing emails and attachments spanning the full eight-year relationship with Stavros and the Aegean entities. Email correspondence is expected to include investment-related communications, fund reporting, wire transfer instructions, property management discussions, the 2019 fee dispute correspondence, and separation agreement negotiations.
• CCA shared drive: The targeted folder collection is expected to yield a moderate volume of fund-related documents, including subscription agreements, side letters, investor correspondence, quarterly and annual financial statements, capital call notices, distribution notices, and Schedule K-1 forms for Funds III, IV, and V.
• Physical files (residence and office): Estimated at several hundred pages of hard-copy correspondence, closing binders for the two joint venture acquisitions, investment memoranda, property inspection reports, handwritten meeting notes, and miscellaneous physical documents not maintained in electronic form.
• Mobile device: Expected to yield a modest volume of text messages and messaging application data. The relevance and volume of mobile device data will depend on the extent to which Mr. Caldwell used text messaging or messaging applications to communicate with Stavros or other individuals within the scope of the subpoena.
• Bank records: Transaction-level records, wire transfer confirmations, and periodic account statements for the relevant accounts. The volume will depend on the number of accounts involved and the frequency of transactions during the relevant period.
These estimates are preliminary and will be refined as the collection process proceeds. The engagement team will be notified promptly if the actual volume materially exceeds the estimates set forth above.
VI. PROCESSING AND HOSTING
All collected data will be transmitted securely to Clearpath Document Solutions for processing in accordance with the following protocols:
Processing Steps. Clearpath will apply the following standard processing steps to all collected ESI:
• De-duplication: Exact duplicate documents will be identified and removed using hash-value comparison (MD5 and SHA-1) to eliminate redundant copies and reduce the review population.
• De-NISTing: Known system files, application files, and other non-user-generated content will be removed using the National Institute of Standards and Technology ("NIST") National Software Reference Library hash sets.
• Email threading: Email conversations will be threaded to enable reviewers to view related messages in context and to identify inclusive emails (i.e., the final email in a thread that contains all prior messages).
• Metadata extraction: Document metadata — including author, creation date, modification date, sender, recipient, date sent, file path, and file type — will be extracted and preserved for all processed documents.
• OCR processing: Image-based files, including scanned PDFs and TIFF images, will be processed through optical character recognition to generate searchable text overlays.
• Date-range filtering: Documents falling outside the January 1, 2014 through December 31, 2021 temporal scope will be filtered out during processing, except to the extent that such documents are identified as contextually relevant or necessary for privilege review purposes.
Hosting and Review Platform. Processed documents will be hosted on Clearpath's secure, cloud-based document review platform. The platform will be accessible to the Calderwood & Harkness engagement team — specifically, Conrad Ashby, Daniel Obi, Lisa Morrow, and designated paralegals — via a web-based interface secured with two-factor authentication. Access credentials will be issued individually to each authorized user, and access logs will be maintained by Clearpath for audit purposes.
Bates Stamping Convention. All documents designated for production will be assigned sequential Bates numbers using the following convention:
CALDWELL-NNNNN
Numbering will begin at CALDWELL-00001 and proceed sequentially. The five-digit format provides capacity for up to 99,999 Bates-stamped pages, which is expected to be more than sufficient for the anticipated production volume.
Production Format. The production will be prepared in accordance with the default production specifications applicable in the Southern District of New York. Documents will be produced as single-page TIFF images with associated load files (including concordance and Opticon cross-reference files), extracted text files, and native-format files where appropriate (e.g., for spreadsheets or other files that cannot be meaningfully rendered in TIFF format). Metadata fields to be included in the load files will be determined in accordance with SDNY conventions and any specific instructions received from the USAO.
VII. REVIEW WORKFLOW OVERVIEW
The detailed document review protocol, including specific search terms, custodian-based and date-based filters, and coding guidelines, will be addressed in a separate Document Review Protocol and Search Term Memorandum to be prepared by Daniel Obi. Similarly, the privilege review guidelines — including the standards for asserting attorney-client privilege and work product protection, the treatment of communications involving prior counsel (Whitmore & Kessler LLP) and tax advisors (Thornberg & Whitfield CPAs), and the procedures for resolving privilege disputes — will be issued in a separate memorandum from Conrad Ashby. The following high-level workflow is provided for planning purposes:
Step 1 — First-Pass Review (Responsiveness). The first-pass review will focus on determining the responsiveness of collected documents to the subpoena's specific document demands. Reviewers will apply keyword search terms and date/custodian filters developed in the Daniel Obi search term memorandum to prioritize the review population. Each document will be coded as "Responsive," "Not Responsive," or "Needs Further Review." Documents coded as responsive will advance to the second-pass review.
Step 2 — Second-Pass Review (Privilege). All documents coded as responsive during the first-pass review will be subjected to a privilege review. Particular attention will be paid to the following categories of potentially privileged materials:
• Communications between Mr. Caldwell and Whitmore & Kessler LLP (prior counsel for the 2019 separation negotiation), which are protected by the attorney-client privilege;
• Communications between Mr. Caldwell and Thornberg & Whitfield CPAs that were rendered at the direction of counsel in connection with the provision of legal advice, which may be protected under the Kovel doctrine or applicable privilege principles;
• Communications between Mr. Caldwell and Calderwood & Harkness LLP relating to the current representation, which are protected by the attorney-client privilege and work product doctrine; and
• Any other documents that contain or reflect confidential communications made for the purpose of obtaining or providing legal advice.
Documents identified as privileged will be coded accordingly and withheld from production. A privilege log entry will be prepared for each withheld document.
Step 3 — Quality Control. A quality control review will be conducted by Daniel Obi and Conrad Ashby. This review will include statistical sampling of coded documents to verify the accuracy of responsiveness and privilege determinations, as well as a senior-level review of any documents flagged as raising complex privilege or responsiveness issues.
Step 4 — Production. Documents that have been reviewed, coded as responsive, and cleared through the privilege review will be Bates-stamped and prepared for production in TIFF format with associated load files. The production will be transmitted to the USAO via a secure file transfer protocol or other method agreed upon with AUSA Goldfarb.
Step 5 — Privilege Log. A privilege log will be prepared for all documents withheld from production on the grounds of attorney-client privilege or work product protection. The privilege log will include the following fields, at a minimum: Bates range (or document identifier for unproduced documents), date, author/sender, recipient(s), document type, and a description of the basis for the privilege assertion. The privilege log will accompany the final rolling production.
VIII. ROLLING PRODUCTION SCHEDULE
Consistent with the rolling production arrangement agreed upon between Conrad Ashby and AUSA Goldfarb, the following production schedule will govern the timing and sequencing of document deliveries to the USAO:
The exact volumes for each production will be determined based on the pace of the document review. Priority in the first rolling production will be given to the most responsive and substantively significant document categories, including:
• Direct Caldwell-Stavros correspondence (email and text messages);
• Fund subscription agreements, capital call notices, and distribution records;
• Joint venture formation documents, operating agreements, and closing binders;
• Wire transfer records and fund movement documentation;
• Appraisals and property inspection reports; and
• Separation agreement documentation and related correspondence.
The engagement team will monitor the progress of the review against the production schedule on a weekly basis. If it becomes apparent that any target date cannot be met, Conrad Ashby will communicate with AUSA Goldfarb in advance to request an adjustment. All communications with the USAO regarding the production schedule will be documented in writing.
IX. DATA SECURITY AND CONFIDENTIALITY
The security and confidentiality of Mr. Caldwell's documents and ESI are of paramount importance throughout the collection, processing, review, and production phases. The following data security measures will be implemented:
Encryption. All data in transit — whether transmitted from the collection site to Clearpath, from Clearpath to the Calderwood & Harkness review team, or from Calderwood & Harkness to the USAO — will be encrypted using AES-256 encryption or an equivalent industry-standard encryption protocol. Data at rest on Clearpath's hosting platform will similarly be encrypted.
Platform Security. Clearpath's document hosting platform meets industry-standard security certifications, including SOC 2 Type II compliance. The platform employs multi-layered security controls, including firewalls, intrusion detection systems, role-based access controls, and regular penetration testing.
Access Controls. Access to the Clearpath review platform will be strictly restricted to the following authorized Calderwood & Harkness personnel:
• Conrad Ashby, Partner
• Daniel Obi, Associate
• Lisa Morrow, Associate
• Designated paralegals (to be identified by name and approved by Conrad Ashby prior to access being granted)
No individual outside the engagement team will be granted access to the review platform or to any collected materials without the prior written authorization of Conrad Ashby.
Vendor Confidentiality. Clearpath Document Solutions is bound by the confidentiality and security provisions set forth in the vendor engagement letter and SOW to be executed on or before December 9, 2022. These provisions include restrictions on Clearpath's use and disclosure of the data, requirements for secure data handling and storage, and obligations to return or destroy all data upon the conclusion of the engagement.
Physical File Security. All physical files will remain in Mr. Caldwell's possession at all times. Only scanned digital copies will be transmitted to Clearpath for processing. No originals will be removed from Mr. Caldwell's residence or office. Chain-of-custody forms will be maintained for all physical file handling events.
X. KEY CONTACT INFORMATION
The following contact information is provided for reference by the engagement team:
Calderwood & Harkness Engagement Team:
• Conrad Ashby — Partner, White Collar & Investigations (Billing Partner; lead attorney for all Government interactions and privilege determinations)
• Bernard Crawford — Partner, Labor & Employment (Responsible Partner; oversight of employment-related issues, if any arise)
• Daniel Obi — Associate, Banking & Finance (Lead Associate; responsible for subpoena analysis, document review protocol, search term development, and quality control)
• Lisa Morrow — Associate, Banking & Finance (Working Associate; responsible for collection protocol, vendor coordination, on-site physical file collection, and day-to-day project management)
XI. NEXT STEPS AND ACTION ITEMS
The following action items and deadlines are critical to maintaining the collection and production schedule. Responsible team members are identified for each item.
Immediate — By December 9, 2022
1. Execute Clearpath Vendor Engagement Letter / SOW. The engagement letter and statement of work with Clearpath Document Solutions must be finalized and executed no later than December 9, 2022, to permit the commencement of forensic collection activities the following week. The SOW provides for a flat fee of $47,500 for processing, hosting, and production of up to 10 GB of data. (Responsible: Lisa Morrow; approval: Conrad Ashby.)
2. Client Confirmation Items. Confirm with Mr. Caldwell the following open items:
(a) Whether any additional personal email accounts exist beyond jrc@caldwellcap.com, and if so, whether any were used for communications with Stavros, Aegean entities, Westlake Fidelity Bank, Harborview Trust Company, or Pinnacle Appraisal Group;
(b) The make, model, operating system, and carrier of his personal mobile device, and whether any prior devices from the relevant period remain in his possession or have been backed up to a cloud service;
(c) The specific platform used for the CCA shared drive (on-premises server, Aldermere Systems, Crestline Software, Larkspur Technologies, or other);
(d) The location and organizational structure of physical files at both the residence and the office, to enable efficient on-site collection;
(e) The bank accounts used for Aegean-related transactions, including financial institution names, account numbers, and account holders, and authorization to retrieve statements for the relevant period.
(Responsible: Lisa Morrow; to be completed by telephone or in-person meeting with Mr. Caldwell.)
3. Schedule On-Site Collection. Coordinate with Mr. Caldwell to schedule on-site physical file collection at 1140 Park Avenue (residence) and 590 Madison Avenue (office). Target date: week of December 12, 2022. (Responsible: Lisa Morrow.)
Week of December 12, 2022
4. Commence Forensic Imaging — Email. Initiate forensic imaging of the jrc@caldwellcap.com email account by Clearpath Document Solutions. (Responsible: Clearpath / Raj Anand; coordinated by Lisa Morrow.)
5. Forensic Backup — Mobile Device. Perform forensic backup of Mr. Caldwell's personal mobile device using Clearpath's mobile forensics toolkit. (Responsible: Clearpath / Raj Anand; coordinated by Lisa Morrow.)
6. Targeted Collection — CCA Shared Drive. Commence targeted forensic collection of relevant folders and directories from the CCA shared drive. (Responsible: Clearpath / Raj Anand; coordinated by Lisa Morrow with CCA IT support.)
7. On-Site Physical File Collection. Conduct on-site review and scanning of physical files at Mr. Caldwell's residence and office. (Responsible: Lisa Morrow and designated Calderwood & Harkness paralegal.)
8. Data Transmission to Clearpath. Securely transmit all collected data — email, mobile device, shared drive, and scanned physical files — to Clearpath for processing. (Responsible: Lisa Morrow.)
Week of December 19, 2022
9. Processing Completion. Clearpath to complete processing of all collected data (de-duplication, de-NISTing, email threading, metadata extraction, OCR, and date-range filtering) and load all processed documents to the secure review platform. (Responsible: Clearpath / Raj Anand.)
10. Document Review Protocol Memorandum. Daniel Obi to prepare and circulate the Document Review Protocol and Search Term Memorandum, including keyword search terms, custodian and date filters, and coding guidelines. (Responsible: Daniel Obi.)
11. Privilege Review Guidelines Memorandum. Conrad Ashby to prepare and circulate the Privilege Review Guidelines Memorandum, including standards for asserting privilege, treatment of Whitmore & Kessler and Thornberg & Whitfield communications, and privilege log procedures. (Responsible: Conrad Ashby.)
12. Commence First-Pass Responsiveness Review. Begin first-pass review of processed documents for responsiveness to the subpoena's demands. (Responsible: Daniel Obi, Lisa Morrow, and designated reviewers.)
January 2023.
13. Complete Review for First Production. Complete first-pass and second-pass review of a sufficient volume of documents to populate the First Rolling Production. (Responsible: Daniel Obi, Lisa Morrow.)
14. First Rolling Production. Prepare and deliver the First Rolling Production to the USAO by January 20, 2023. (Responsible: Lisa Morrow (production mechanics); Conrad Ashby (final approval and transmission to AUSA Goldfarb).)
Ongoing.
15. Continue Review. Continue first-pass and second-pass review of remaining documents, prioritizing document categories as described in Section VIII. (Responsible: Daniel Obi, Lisa Morrow.)
16. Second Rolling Production. Prepare and deliver the Second Rolling Production by approximately February 10, 2023. (Responsible: Lisa Morrow; approval: Conrad Ashby.)
17. Final Production and Privilege Log. Prepare and deliver the Final Production and the privilege log by approximately February 24, 2023. (Responsible: Lisa Morrow (production), Daniel Obi (privilege log); approval: Conrad Ashby.)
XII. CONCLUSION
The document collection protocol set forth in this memorandum is designed to ensure comprehensive, forensically defensible compliance with the Grand Jury Subpoena (Grand Jury No. 22-GJ-4481) while preserving all applicable privileges, including the attorney-client privilege and the work product doctrine. The protocol addresses all known custodians and data sources, establishes a clear chain of custody, and provides for the use of a qualified e-discovery vendor to perform the forensic collection, processing, and hosting of all electronically stored information and digitized physical documents.
Any questions regarding the scope, methodology, or logistics of the collection protocol should be directed to Lisa Morrow (ext. 4287) or Daniel Obi (ext. 3912). Any questions regarding privilege review, Government communications, or the overall litigation strategy should be directed to Conrad Ashby.
The engagement team is respectfully requested to review this memorandum and confirm agreement with the protocol set forth herein no later than December 9, 2022, to permit the timely execution of the Clearpath vendor engagement letter and the commencement of collection activities during the week of December 12, 2022. Adherence to this schedule is essential to meeting the January 20, 2023 deadline for the First Rolling Production.
PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT — This memorandum was prepared at the direction of counsel in anticipation of litigation and in connection with the provision of legal advice. Do not distribute outside the engagement team without prior authorization from Conrad Ashby.
TO: | Conrad Ashby, Partner, White Collar & Investigations
Bernard Crawford, Partner, Labor & Employment
Daniel Obi, Associate, Banking & Finance
FROM: | Lisa Morrow, Associate, Banking & Finance Practice Group
DATE: | December 8, 2022
RE: | Document Collection Protocol — Representation of Jonathan R. Caldwell; Grand Jury Subpoena Response (Grand Jury No. 22-GJ-4481, U.S. District Court, S.D.N.Y.)
MATTER NO.: | 1034-00001
Metric | Estimate
Total Documents | Approximately 14,200 documents (including emails, attachments, PDFs, scanned paper files, and messaging data)
Total Data Volume | Approximately 8.3 GB
Production | Target Date | Description
First Rolling Production | January 20, 2023 | Initial production of the first tranche of responsive, non-privileged documents; priority given to the most substantively significant document categories
Second Rolling Production | Approximately February 10, 2023 (three weeks after first production) | Second tranche of responsive, non-privileged documents
Final Production and Privilege Log | Approximately February 24, 2023 (two weeks after second production) | Final tranche of responsive, non-privileged documents; delivery of the privilege log for all withheld documents
Name / Entity | Address | Additional Details
Jonathan R. Caldwell (Client) | 1140 Park Avenue, Apt. 14C, New York, NY 10128 | Email: jrc@caldwellcap.com
Caldwell Capital Advisors LLC | 590 Madison Avenue, 22nd Floor, New York, NY 10022 | EIN: 83-2174056
JRC Realty Holdings LLC | 590 Madison Avenue, 22nd Floor, New York, NY 10022 | EIN: 81-4493217
Clearpath Document Solutions Inc. | 15 Maiden Lane, Suite 800, New York, NY 10038 | Project Manager: Raj K. Anand
Calderwood & Harkness LLP | 450 Park Avenue, 30th Floor, New York, NY 10022 | See team listing below