Plea Agreement Letter — United States v. Michael Thompson, 1:23-cr-10325 (D. Mass., Document 6)

Summary

Document 6, filed 12/21/23, in Case 1:23-cr-10325-AK, is a plea agreement letter dated December 18, 2023, between the United States Attorney for the District of Massachusetts and Michael Thompson, addressed to Brendan D. Harold, Esq. It provides that no later than January 12, 2024, the Defendant will waive indictment and plead guilty to an Information charging conspiracy to commit market manipulation. It lists maximum penalties of five years of incarceration, three years of supervised release, and a fine of $250,000 or twice the gross gain or twice the gross loss from the offense, whichever is greater. The government agrees that the Defendant's total offense level under the Guidelines is 12, and the U.S. Attorney agrees to recommend 36 months of supervised release.

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Case 1:23-cr-10325-AK Document6- Filed 12/21/23 Pagei1of/7

U.S. Department of Justice

Joshua S. Levy
Acting United States Attorney
District of Massachusetts

Main Reception: (617) 748-3100 John Joseph Moakley United States Courthouse
1 Courthouse Way
Suite 9200
Boston, Massachusetts 02210

December 18, 2023

Brendan D. Harold, Esq.
Harold Law Firm

10521 Judicial Drive, Suite 105
Fairfax, Virginia 22030

Re: Michael Thompson

Dear Mr. Harold:
The United States Attorney for the District of Massachusetts (“the U.S. Attorney”) and your
client, Michael Thompson (“Defendant”), agree as follows, pursuant to Federal Rule of Criminal

Procedure 11(c)(1)(B):

1. Change of Plea

No later than January 12, 2024, Defendant will waive indictment and plead guilty to a one-
count Information charging conspiracy to commit market manipulation, in violation of 18 U.S.C.
§ 371. Defendant admits that he committed the crime specified in the Information and is in fact
guilty. Defendant also agrees to waive venue, to waive any applicable statute of limitations, and
to waive any legal or procedural defects in the Information.

2. Penalties

Defendant faces the following maximum penalties: five years of incarceration; three years
of supervised release; a fine of $250,000 or twice the gross gain or twice the gross loss from the
offense, whichever is greater; a mandatory special assessment of $100; restitution; and forfeiture
to the extent charged in the Information.

3, Sentencing Guidelines

The government agrees that Defendant’s total “offense level” under the Guidelines is 12,
calculated as follows:
a) Defendant’s base offense level is 6, because Defendant’s conviction carries a
statutory maximum term of imprisonment of less than 20 years (USSG §
2B1.1(a)(2));

b) Defendant’s offense level is increased by 6, because the offense involved more
than $40,000 and not more than $95,000 in loss (USSG § 2B1.1(b)(1)(D));

c) Defendant’s offense level is increased by 2, because the offense was committed
through mass-marketing (USSG § 2B1.1(b)(2)(A)(i1)); and

d) Defendant’s offense level is decreased by 2, because Defendant has accepted
responsibility for Defendant’s crime (USSG § 3E1.1(a))..

Defendant agrees with this calculation except that Defendant reserves the right to argue
that a 2-point reduction is applicable because he meets all of the criteria listed under USSG
§ 4C1.1(a) (Adjustment for Certain Zero-Point Offenders).

Defendant understands that the Court is not required to follow this calculation or even to
sentence Defendant within the Guidelines and that Defendant may not withdraw his guilty plea if
Defendant disagrees with how the Court calculates the Guidelines or with the sentence the Court
imposes.

Defendant also understands that the government will object to any reduction in his sentence
based on acceptance of responsibility if: (a) at sentencing, Defendant (himself or through counsel)
indicates that he does not fully accept responsibility for having engaged in the conduct underlying
cach of the elements of the crime to which he is pleading guilty; or (b) by the time of sentencing,
Defendant has committed a new federal or state offense, or has in any way obstructed justice.

If, after signing this Agreement, Defendant’s criminal history score or Criminal History

Category is reduced, the U.S. Attorney reserves the right to seek an upward departure under the
Guidelines.

Nothing in this Plea Agreement affects the U.S. Attorney’s obligation to provide the Court
and the U.S. Probation Office with accurate and complete information regarding this case.

4. Sentence Recommendation

The U.S. Attorney agrees to recommend the following sentence to the Court:

a) incarceration at the low end of the Guidelines sentencing range as calculated by
the Court;

b) a fine within the Guidelines sentencing range as calculated by the Court, unless
the Court finds that Defendant is not able, and is not likely to become able, to

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Case 1:23-cr-10325-AK Document6- Filed 12/21/23 Page 3of/7

pay a fine;
c) 36 months of supervised release;

d) amandatory special assessment of $100, which Defendant must pay to the Clerk
of the Court by the date of sentencing;

e) restitution in an amount to be determined at sentencing; and
f) forfeiture as set forth in paragraph 6.

5. Waiver of Appellate Rights and Challenges to Conviction or Sentence

Defendant has the right to challenge his conviction and sentence on “direct appeal.” This
means that Defendant has the right to ask a higher court (the “appeals court”) to look at what
happened in this case and, if the appeals court finds that the trial court or the parties made certain
mistakes, overturn Defendant’s conviction or sentence. Also, in some instances, Defendant has
the right to file a separate civil lawsuit claiming that serious mistakes were made in this case and
that his conviction or sentence should be overturned.

Defendant understands that he has these rights, but now agrees to give them up.
Specifically, Defendant agrees that:

a) He will not challenge his conviction on direct appeal or in any other proceeding,
including in a separate civil lawsuit; and

b) He will not challenge any prison sentence of 16 months or less or any court
orders relating to forfeiture, restitution, fines or supervised release. This
provision is binding even if the Court’s Guidelines analysis is different than the
one in this Agreement.

Defendant understands that, by agreeing to the above, is agreeing that his conviction and
sentence will be final when the Court issues a written judgment after the sentencing hearing in this
case. That is, after the Court issues a written judgment, Defendant will lose the right to appeal or
otherwise challenge his conviction and sentence, regardless of whether he later changes his mind
or finds new information that would have led his not to agree to give up these rights in the first
place.

Defendant acknowledges that he is agreeing to give up these rights at least partly in
exchange for concessions the U.S. Attorney is making in this Agreement.

The parties agree that, despite giving up these rights, Defendant keeps the right to later
claim that his lawyer rendered ineffective assistance of counsel, or that the prosecutor or a member
of law enforcement involved in the case engaged in intentional misconduct serious enough to

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Case 1:23-cr-10325-AK Document6- Filed 12/21/23 Page4of/7

entitle Defendant to have his conviction or sentence overturned.
6. Forfeiture

Defendant understands that the Court will, upon acceptance of Defendant’s guilty plea,
enter an order of forfeiture as part of Defendant’s sentence, and that the order of forfeiture may
include assets directly traceable to Defendant’s offense, assets used to facilitate Defendant’s
offense, substitute assets and/or a money judgment equal to the value of the property derived from,
or otherwise involved in, the offense.

The assets to be forfeited specifically include, without limitation, the following:

a. a forfeiture money judgment, in an amount to be determined at sentencing.

Defendant admits that an amount equal to the amount of proceeds the defendant derived
from the offense is subject to forfeiture in the form of a forfeiture money judgment.

Defendant acknowledges and agrees that the amount of the forfeiture money Judgment
represents proceeds the Defendant obtained (directly or indirectly), and/or facilitating property
and/or property involved in, the crime to which Defendant is pleading guilty and that, due at least
in part to the acts or omissions of Defendant, the proceeds or property have been transferred to, or
deposited with, a third party, spent, cannot be located upon exercise of due diligence, placed
beyond the jurisdiction of the Court, substantially diminished in value, or commingled with other
property which cannot be divided without difficulty. Accordingly, Defendant agrees that the
United States is entitled to forfeit as “substitute assets” any other assets of Defendant up to the
value of the now missing directly forfeitable assets.

Defendant agrees to consent to the entry of an order of forfeiture for such property and
waives the requirements of Federal Rules of Criminal Procedure 11(b)(1)(J), 32.2, and 43(a)
regarding notice of the forfeiture in the charging instrument, advice regarding the forfeiture at the
change-of-plea hearing, announcement of the forfeiture at sentencing, and incorporation of the
forfeiture in the judgment. Defendant understands and agrees that forfeiture shall not satisfy or
affect any fine, lien, penalty, restitution, cost of imprisonment, tax liability or any other debt owed
to the United States.

If the U.S. Attorney requests, Defendant shall deliver to the U.S. Attorney within 30 days
after signing this Plea Agreement a sworn financial statement disclosing all assets in which
Defendant currently has any interest and all assets over which Defendant has exercised control, or
has had any legal or beneficial interest. Defendant further agrees to be deposed with respect to
Defendant’s assets at the request of the U.S. Attorney. Defendant agrees that the United States
Department of Probation may share any financial information about the Defendant with the United
States Attorney’s Office.

Defendant also agrees to waive all constitutional, legal, and equitable challenges (including

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direct appeal, habeas corpus, or any other means) to any forfeiture carried out in accordance with
this Plea Agreement.

Defendant hereby waives and releases any claims Defendant may have to any vehicles,
currency, or other personal property seized by the United States, or seized by any state or local law
enforcement agency and turned over to the United States, during the investigation and prosecution
of this case, and consents to the forfeiture of all such assets.

7. Civil Liability
This Plea Agreement does not affect any civil liability, including any tax liability,
Defendant has incurred or may later incur due to his criminal conduct and guilty plea to the charges

specified in Paragraph | of this Agreement.

8. Breach of Plea Agreement

Defendant understands that if he breaches any provision of this Agreement, violates any
condition of Defendant’s pre-trial release or commits any crime following Defendant’s execution
of this Plea Agreement, Defendant cannot rely upon such conduct to withdraw his guilty plea.
Defendant’s conduct, however, would give the U.S. Attorney the right to be released from his
commitments under this Agreement, to pursue any charges that were, or are to be, dismissed under
this Agreement, and to use against Defendant any of Defendant’s statements, and any information
or materials he provided to the government during investigation or prosecution of his case—even
if the parties had entered any earlier written or oral agreements or understandings about this issue.

Defendant also understands that if he breaches any provision of this Agreement or engages
in any of the aforementioned conduct, he thereby waives any defenses based on the statute of
limitations, constitutional protections against pre-indictment delay, and the Speedy Trial Act, that
Defendant otherwise may have had to any charges based on conduct occurring before the date of
this Agreement.

9. Who is Bound by Plea Agreement

This Agreement is only between Defendant and the U.S. Attorney for the District of
Massachusetts. It does not bind the Attorney General of the United States or any other federal,
state, or local prosecuting authorities.

10. Modifications to Plea Agreement

This Agreement can be modified or supplemented only in a written memorandum signed
by both parties, or through proceedings in open court.
If this letter accurately reflects the agreement between the U.S. Attorney and Defendant,
please have Defendant sign the Acknowledgment of Plea Agreement below. Please also sign
below as Witness. Return the original of this letter to Assistant U.S. Attorney Christopher J.
Markham.

Sincerely,

JOSHUA 8. LEVY
Acting United States Attorney
Digitally signed by SETH KOSTO

SETH KOSTO Date: 2023.12.20 16:57:08

STEPHEN E. FRANK
Chief
Securities, Financial & Cyber Fraud Unit

SETH B. KOSTO
Deputy Chief
Securities, Financial & Cyber Fraud Unit

Digitally signed by
CHRISTOPH E CHRISTOPHER MARKHAM
R MARKH AM reamenal 18:23:35

CHRISTOPHER J. MARKHAM
Assistant U.S. Attorney
Case 1:23-cr-10325-AK Document6- Filed 12/21/23 Page/7of/7

ACKNOWLEDGMENT OF PLEA AGREEMENT

I have read this letter and discussed it with my attorney. The letter accurately presents my
agreement with the United States Attorney’s Office for the District of Massachusetts. There are no
unwritten agreements between me and the United States Attorney's Office, and no United States
government official has made any unwritten promises or representations to me in connection with
my guilty plea. I have received no prior offers to resolve this case.

] understand the crime I am pleading guilty to, and the maximum penalties for that crime.
I have discussed the Sentencing Guidelines with my lawyer and I understand the sentencing ranges
that may apply.

1 am satisfied with the legal representation my lawyer has given me and we have had
enough time to meet and discuss my case. We have discussed the charge against me, possible
defenses I might have, the terms of this Agreement and whether [ should go to trial.

1 am entering into this Agreement freely and voluntarily and because ]_am in fact guilty of
the offense. | believe this Agreement is in my best interest.

MICHARZ THOMPSON

Date: 2/1 22

I certify that Michael Thompson has read this Plea Agreement and that we have discussed
what it means. T believe Michael Thompson understands the Plea Agreement and is entering into
it freely, voluntarily, and knowingly. I also certify that the U.S. Attorney has not extended any
other offers regarding a change of plea in this case.

BRENDAN D. HAROLD, ESQ.
Attorney for Defendant

Date: ESTES)


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