U.S.

Department of Justice

Andrew E. Lelling
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

March 29, 2019

William D. Weinreb, Esq.

Quinn Emanuel, LLP
111 Huntington Avenue, Suite 520
Boston, MA 02199

Re: United States v. Robert Flaxman

Dear Mr. Weinreb:

The United States Attorney for the District of Massachusetts ("the U.S. Attorney") and your
client, Robert Flaxman ("Defendant"), agree as follows:

1. Change of Plea

No later than April 30, 2019, Defendant will waive Indictment and plead guilty to count
one of the Information charging him with conspiracy to commit mail fraud and honest services
mail fraud, in violation of Title 18, United States Code, Section 1349. Defendant admits that he
committed the crime specified in that count and is in fact guilty of that crime. Defendant also
agrees to waive venue, to waive any applicable statute of limitations, and to waive any legal or
procedural defects in the Infoimation. Defendant agrees to the accuracy of the Information.

The U.S. Attorney agrees that, based upon the information known to the U.S. Attorney's
Office at this time, no further criminal charges will be brought against Defendant in connection
with the conduct set forth in the Information.

2. Penalties

Defendant faces the following maximum penalties: incarceration for 20 years; supervised
release for three years; a fme of $250,000, or twice the gross gain or loss, whichever is greater; a
mandatory special assessment of $100; restitution; and forfeiture to the extent charged in the
Infounation.
 3. Sentencing Guidelines

The parties agree, based on the following calculations, that Defendant's total "offense
level" under the Guidelines is 11:

a) Defendant's base offense level is 7, because Defendant is pleading guilty to an

offense of conviction that has a statutory maximum term of imprisonment of 20
years or more (USSG § 2B1.1(a)(1));

b) Defendant's offense level is increased by 6, because the gain or loss from the
offense of conviction is more than $40,000 but not more than $90,000 (USSG
§ 2B1.1(b)(1)(D)); and

c) Defendant's offense level is decreased by 2, because Defendant has accepted

responsibility for his crime (USSG §3E1.1(a)).

Defendant understands that the Court is not required to follow this calculation, 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 does not clearly accept
responsibility for the crime he is pleading guilty to committing; 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 are 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 U.S. Attorney in Paragraph 3; ,i

b) a fine or other financial penalty of $40,000;

c) 12 months of supervised release;

d) a mandatory 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 by the Court at sentencing; and

f) forfeiture as set forth in Paragraph 6.

In addition, the parties agree jointly to recommend the following special condition of any
term of supervised release or probation:

During the period of supervised release or probation, Defendant must, within six months
of sentencing or release from custody, whichever is later:

a) cooperate with the Examination and Collection Divisions of the IRS;

b) provide to the Examination Division all financial information necessary to

determine Defendant's prior tax liabilities;

c) provide to the Collection Division all financial information necessary to

determine Defendant's ability to pay;

d) file accurate and complete tax returns for those years for which returns were not
filed or for which inaccurate returns were filed; and

e) make a good faith effort to pay all delinquent and additional taxes, interest, and
penalties.

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 his sentence, including any court orders related to
forfeiture, restitution, fines or supervised release, on direct appeal or in any
other proceeding, including in a separate civil lawsuit.

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 Defendant understands that, by agreeing to the above, he 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 infoimation that would have led him 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 engaged in
misconduct serious enough to entitle Defendant to have his conviction or sentence overturned.

6. Forfeiture

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 charge
specified in Paragraph 1 of this Agreement.

8. Breach of Plea Agreement

Defendant understands that if he breaches any provision of this Agreement, Defendant

cannot use that breach as a reason to withdraw his guilty plea. Defendant's breach, however, would
give the U.S. Attorney the right to be released from his commitments under this Agreement, and
would allow the U.S. Attorney to pursue any charges that were, or are to be, dismissed under this
Agreement.

If Defendant breaches any provision of this Agreement, the U.S. Attorney would also have
the right 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. The U.S. Attorney
would have this right even if the parties had entered any earlier written or oral agreements or
understandings about this issue.

Finally, if Defendant breaches any provision of this Agreement, he thereby waives any
defenses based on the statute of limitations, constitutional protections against pre-indictment delay,

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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 Eric S. Rosen.

Sincerely,

ANDREW E. LELLING
United States Attorney

By:
S'l On-1EN E. FRANK
Chief, Securities and Financial Fraud Unit
JORDI DE LLANO
Deputy Chi Securities and Financial Fraud Unit

ERIC S. ROSEN
JUSTIN D 0 ' CONNELL
KRISTEN A. KEARNEY
LESLIE A. WRIGHT
Assistant U.S. Attorneys

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 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.

I 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.

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

I am entering into this Agreement freely and voluntarily and et guilty of

the offense. I believe this Agreement is in my best interest.

Date:
1/ 3 / 11
I certify that Robert Flaxman has read this Agreement and that we have discussed what it
means. I believe Robert Flaxman understands the 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.

William D. Weinreb, Esq.

Attorney for Defendant

Date: 1/ 3 (1 1