Case Document 2 Filed 03/05/19 Page 1 of 11 US. Department of Justice Andrew E. Letting United States Attorney District of Massachusetts Main Reception: ?48-3 ?30 John Joseph Mookfey United States Courthouse .i Courthouse Way Suite 9200 Boston, Massachusetts 022m February 6, 2019 Donald H. Heller, Esq. 3638 American River Drive Sacramento, CA 95 864 Re: United States v. William ?Rick? Singer Dear Mr. Heller: The United States Attorney for the District of Massachusetts (?the U.S. Attorney?) and your client, William ?Rick? Singer (?Defendant?), agree as follows: i. Change of Plea At the earliest practicable date, Defendant shall waive indictment and plead guilty to an Information substantially in the form attached to this Plea Agreement charging him with: one count of conspiracy to commit racketeering, in violation of Title 18, United States Code, Section 1962(d}; one count of conspiracy to commit money laundering, in violation of Title 18, United States Code, Section 1956(h); one count of obstruction of justice, in violation of Title 18, United States Code, Section 1505; and one count of conspiracy to defraud the United States, in violation of Title United States Code, Section 371. Defendant expressly and unequivocally admits that he committed the crimes charged in Counts One through Four of the Information, did so knowingly, willfully, and intentionally, and is in fact guilty of those offenses. 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. Begalties Defendant faces the following maximum penalties on the charged counts: . Count One of the Information (conSpiracy to commit racketeering): incarceration for twenty years; supervised release for three years; a fine of $250,000, or twice the gross gainfloss, whichever is greater; a mandatory special assessment of $100; restitution; and forfeiture to the extent charged in the Information. Case 1:19-cr-10078-RWZ Document 2 Filed 03/05/19 Page 2 of 11 x Count Two of the Information (conspiracy to commit money laundering): incarceration for twenty years; supervised release for three years; a fine of $500,000, or twice the gross gain/loss, whichever is greater; a mandatory special assessment of $100; restitution; and forfeiture to the extent charged in the Information. x Count Three of the Information (conspiracy to defraud the United States): incarceration for twenty years; supervised release for three years; a fine of $250,000, or twice the gross gain/loss, whichever is greater; a mandatory special assessment of $100; and restitution. x Count Four of the Information (obstruction of justice): incarceration for five years; supervised release for three years; a fine of $250,000; and a mandatory special assessment of $100. Defendant also recognizes that pleading guilty may have consequences with respect to Defendant’s immigration status if Defendant is not a citizen of the United States. Under federal law, a broad range of crimes are removable offenses, including the offenses to which Defendant is pleading guilty. Removal and other immigration consequences are the subject of a separate proceeding, however, and Defendant understands that no one, including defense counsel and the District Court, can predict to a certainty the effect of this conviction on Defendant’s immigration status. Defendant nevertheless affirms his decision to plead guilty regardless of any immigration consequences that this plea may entail, even if the consequence is Defendant’s automatic removal from the United States. 3. Sentencing Guidelines The sentence to be imposed upon Defendant is within the discretion of the District Court (“Court”), subject to the statutory maximum penalties set forth above and the provisions of the Sentencing Reform Act, and the advisory United States Sentencing Guidelines (“USSG” or “Guidelines”). While the Court may impose a sentence up to and including the statutory maximum term of imprisonment and statutory maximum fine, it must consult and take into account the USSG and the other factors set forth in 18 U.S.C. § 3553(a) in imposing a sentence. The parties will take the position that Defendant’s total offense level under the USSG (prior to any adjustment for acceptance of responsibility) is calculated as follows: a) in accordance with USSG § 2E1.1(a)(2) and USSG § 2B1.1(a)(1), Defendant’s base offense level is seven, because Defendant is pleading guilty to offenses of conviction that have a statutory maximum term of imprisonment of 20 years or more; b) in accordance with USSG § 2B1.1(b)(1)(L), Defendant’s offense level is increased by 22, because the gain or loss from the offenses of conviction and related conduct is more than $25,000,000 but not more than $65,000,000; 2 Case Document 2 Filed 03/05/19 Page 3 of 11 0) d) in accordance with USSG Defendant?s offense level is increased by two, becauae Defendant was convicted under 18 U.S.C. Section 1956; in accordance with USSG Defendant?s offense level is increased by four, because Defendant was an organizer, leader, manager or supervisor of criminal activity that involved ?ve or more participants or was otherwise extensive; and, - in accordance with USSG 231 .1 Defendant?s offense level is increased by two because defendant intentionally engaged in or caused conduct constituting sophisticated mean; in accordance with USSG ?3Ci.l, Defendant?s offense level is increased by two, because Defendant willfully obstructed the investigation of the instant offense of conviction. The U.S. Attorney reserves the right to oppose Defendant?s arguments for a departure from, or a sentence outside, the USSG under the factors set forth in 18 U.S.C. ?3553(a). Based on Defendant?s prompt acceptance of personal responsibility for the offenses of conviction in this case, and information known to the U.S. Attorney at this time, the U.S. Attorney agrees to recommend that the Court reduce by three levels Defendant?s adjusted offense level under USSG .1. The U.S. Attorney reserves the right not to recommend a reduction under USSG ?3El .1 if, at any time between Defendant?s execution of this Plea Agreement and sentencing, Defendant: 3) b) C) d) s) Fails to admit a complete factual basis for the plea; Fails to truthfully admit Defendant?s conduct in the offenses of conviction; False] denies, or frivolously contests, relevant conduct for which Defendant is accountable under USSG 131.3; Fails to provide truthful information about Defendant?s ?nancial status; Gives false or misleading testimony in any proceeding relating to the criminai conduct charged in this case and any relevant conduct for which Defendant is accountable under USSG 131.3; Engages in acts that form a basis for ?nding that Defendant has obstructed or impeded the administration of justice under USSG 3Cl.1; Intentionally fails to appear in Court or violates any condition of release; 3 Case Document 2 Filed 03/05/19 Page 4 of 11 h) Commits a crime that is chargeable under the Sentencing Guidelines; i) Transfers any asset protected under any provision of this Plea Agreement; or j) Attempts to withdraw Defendant?s guilty plea. Defendant understands and acknowledges that Defendant may not withdraw his plea of guilty if, for any of the reasons listed above, the US. Attorney does not recommend that Defendant receive a reduction in offense level for acceptance of responsibility. Defendant also understands and acknowledges that, in addition to declining to recommend an acceptance-of-responsibility adjustment, the U.S. Attorney may seek an upward adjustment pursuant to USSG if Defendant obstructs justice after the date of this Plea Agreement. Nothing in this Plea Agreement affects the US. Attomey?s obligation to provide the Court and the U.S. Probation Office with accurate and complete information regarding this case. Defendant reserves the right to seek an alternative sentence. 4. Sentence Recommendation The US. Attorney agrees to recommend the following sentence before the Court: a) b} 6) f) incarceration within the Guidelines sentencing range as calculated by the parties in Paragraph 3; a ?ne within the Guidelines sentencing range as calculated by the parties in Paragraph 3, unless the Court ?nds that Defendant is not able and, even with the use of a reasonable installment schedule, is not likely to become able to pay a ?ne; 36 months of supervised release; a mandatory special assessment of $400, which Defendant must pay to the Clerk of the Court on or before the date of sentencing (unless Defendant establishes to the Court?s satisfaction that Defendant is unable to do so); restitution in an amount to be determined by the Court at sentencing; and, forfeiture as set forth in Paragraph 9. Defendant agrees to provide the U5. Attorney expert reports, motions, memoranda of law and documentation of any kind on which Defendant intends to rely at sentencing not later than 21 days before sentencing. Any basis for sentencing as to which Defendant has not provided the US. Attorney all such items at least 21 days before sentencing shall be deemed waived. 4 Case Document 2 Filed 03/05/19 Page 5 of 11 5. Protection of Assets for Payment of Restitution, Forfeiture and Fine Defendant agrees not to transfer, or authorize the transfer of, any asset that has been restrained by Order of the Court in this case or any asset, whether or not restrained, that Defendant has agreed to forfeit pursuant to this Plea Agreement. Defendant agrees not to transfer, or authorize the transfer of any other asset in which Defendant has an interest without prior express written consent of the U.S. Attorney, except for: a) Assets subject to superior, secured interests of' innocent third parties, in which Defendant . i has an equity interest of less than $10,000; - b) Ordinary living expenses necessary to house, clothe, transport, and feed Defendant and those to whom Defendant owes a legal duty of support, so long as such assets do not exceed $5,000 per month; and . c) Attorney?s fees incurred in connection with this criminal case. This prohibition shall be effective as of the date of Defendant?s execution of this Plea Agreement and continue until the ?ne, forfeiture, and restitution ordered by the Court at sentencing are satis?ed in full. If the US. Attorney requests, Defendant further agrees to complete truthfully and accurately a sworn ?nancial statement and to deliver that statement to the US. Attorney within 30 days of signing this Plea Agreement. 6. Waiver of Rights to Appeal and to Bring Future Challenge a) b) Defendant has conferred with his attorneys and understands that he has the right to challenge both his conviction and his sentence (including any orders relating to the terms and conditions of supervised release, ?nes, forfeiture, and restitution) on direct appeal. Defendant also understands that, in some circumstances, Defendant may be able to argue in a future proceeding (collateral or otherwise), such as pursuant to a motion under 28 U.S.C. 2255, 28 U.S.C. 2241, or 13 U.S.C. 3582(c), that Defendant?s conviction should be set aside or Defendant?s sentence (including any orders relating to the terms and conditions of supervised release, ?nes, forfeiture, and restitution} set aside or reduced. Defendant waives any right to challenge Defendant?s conviction on direct appeal or in a future proceeding (collateral or otherwise). Defendant agrees not to file a direct appeal or challenge in a future proceeding (collateral or otherwise) any sentence of imprisonment of 235 months or less or 5 Case Document 2 Filed 03/05/19 Page 6 of 11 d) 6) any orders relating to the terms and conditions of supervised release, ?nes, forfeiture, and restitution. This provision is binding even if the Court?s Guidelines analysis is different from that set forth in this Plea Agreement. The U.S. Attorney likewise agrees that, regardless of the analysis employed by the Court, the U.S. Attorney will not appeal any imprisonment sentence of 188 months or more. Regardless of the previous sub-paragraphs, Defendant reserves the right to claim that: Defendant?s lawyer rendered ineffective assistance of counsel under Strickland v. Washington; or (ii) the prosecutor in this case engaged in misconduct that entitles Defendant to relief from Defendant?s conviction or sentence. Other Post-Sentence Events 3) b) If, despite the waiver provision of sub-paragraph Defendant appeals or challenges in' a future proceeding (collateral or otherwise) Defendant?s sentence, the US. Attorney reserves the right to argue the correctness of the sentence imposed by the Court (in addition to arguing that any appeal or future challenge (collateral or otherwise) is waived as a result of the waiver in sub- paragraph If, despite the waiver provision of sub-paragraph Defendant seeks re- sentencing, Defendant agrees not to seek to be re-sentenced with the bene?t of any change to the Criminal HistOry Category that the Court calculated at the time of Defendant's original sentencing, except to the extent that Defendant has been found actually factually innocent of a prior crime. In the event of a re-sentencing following an appeal from or future challenge (collateral or otherwise) to Defendant?s sentence, the U.S. Attorney reserves the right to seek a departure from and a sentence outside the USSG if, and to the extent, necessary to reinstate the sentence the US. Attorney advocated at Defendant?s initial sentencing pursuant to this Plea Agreement. 8. Court Not Bound by Plea Agreement The parties? sentencing recommendations and their respective calculations under the USSG are not binding upon the US. Probation Of?ce or the Court. Within the maximum sentence Defendant faces under the applicable law, the sentence to be imposed is within the sole discretion of the Court. Defendant?s plea will be tendered pursuant to Fed. R. Crim. P. Defendant may not withdraw his plea of guilty regardless of what sentence is imposed, or because the US. Probation Of?ce or the Court declines to follow the parties? USSG calculations or recommendations. Should the Court decline to follow the US. Attorney?s USSG calculations or recommendations, the US. Attorney reserves the right to defend the Court?s calculations and 6 Case Document 2 Filed 03/05/19 Page 7 of 11 sentence in any direct appeal or future challenge (collateral or otherwise). 9. F_or_feit_ur_e 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, which may be satis?ed at any time prior to sentencing, may include assets directly traceable to Defendant?s offenses, substitute assets andfor a moneyjudgment equal to the value of the property derived from, or otherwise involved in, the offenses. The assets to be forfeited speci?cally include the following: a. All ?ends on deposit in Bank of America checking account in the name of the Key Worldwide Foundation ending in x0486; b. All funds on deposit in Wells Fargo checking account in the name of the Key Worldwide Foundation ending in x2391; c. All assets owned or controlled by the Key Worldwide Foundation, including, but not limited to: a. interest in b. interest in Bluestone Partnership; c. interest in Hauser Private Equity Investment d. Kill/F?s interest in Whamtech, Inc.; B. Sharky's Restaurant Chain 10% control purchase and related investment; f. interest in Swansea Football Club; and, g. Virtual (1. $3,429,970.87 in United States currency, to be entered in the form of an Order of Forfeiture (Money Judgment). Defendant admits that all of the above-named assets are subject to forfeiture on the grounds that these assets were involved in such offenses or traceable to such offenses; were acquired or maintained in violation of Title 18, United States Code, Section 1962; constitute, or are derive from proceeds, obtained, directly or indirectly, in such offenses; or were otherwise forfeitable under Title 18, United States Code, Section [963. Defendant acknowledges and agrees that the amount of the forfeiture money judgment represents proceeds the Defendant obtained (directly or indirectly), and/or facilitating property andlor property involved in, the crimes 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 dif?culty. 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. 7' Case Document 2 Filed 03/05/19 Page 8 of 11 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 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 ?ne, lien, penalty, restitution, cost of imprisonment, tax liability or any other debt owed to the United States. Defendant agrees to assist fully in the forfeiture of the foregoing assets. Defendant agrees to take all steps necessary to pass clear title to the forfeited assets to the United States, including but not limited to executing any and all documents necessary to transfer such title, assisting in bringing any assets located outside of the United States within the jurisdiction of the United States, and taking whatever steps are necessary to ensure that assets subject to forfeiture are not sold, disbursed, wasted, hidden or otherwise made unavailable for forfeiture. Defendant further agrees not to assist any third party in asserting a claim to the forfeited assets in an ancillary proceeding, and to testify truthfully in any such proceeding. If the 1.1.3. Attorney requests, Defendant shall deliver to the U.S. Attorney within 30 days after signing this Plea Agreement a sworn ?nancial 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 bene?cial 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 ?nancial information about the Defendant with the United States Attorney?s Office. Defendant also agrees to waive all constitutional, legal, and equitable challenges (including 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. 10. Information for Presentence Report Defendant agrees to provide all information requested by the US. Probation Office concerning Defendant?s assets. 1. Civil Liability By entering into this Plea Agreement, the U.S. Attorney does not compromise any civil liability, including but not limited to any tax liability, Defendant may have incurred or may incur as a result of Defendant's conduct and plea of guilty to the charges speci?ed in Paragraph 1 of this 8 Case Document 2 Filed 03/05/19 Page 9 of 11 Plea Agreement. 12. Rejection of Plea by Court Should Defendant?s guilty plea not be accepted by the Court for whatever reason, or later be withdrawn on Defendant?s motion, this Plea Agreement shall be null and void at the option of the US. Attorney. 13. Breach of Plea Agreement If the U.S. Attorney determines that Defendant has failed to comply with any material provision of this Plea Agreement, has violated any condition of Defendant?s pretrial release, or has committed any crime following Defendant?s execution of this Plea Agreement, the U.S. Attorney may; at his sole option, be released from his commitments under this Plea Agreement in their entirety by notifying Defendant, through counsel or otherwise, in writing. The U.S. Attorney may also pursue all remedies available to him under the law, regardless whether he elects to be released from his commitments under this Plea Agreement. Further, the US. Attorney may pursue any and all charges that have been, or are to be, dismissed pursuant to this Plea Agreement. Defendant recognizes that his breach of any obligation under this Plea Agreement shall not give rise to grounds for withdrawal of Defendant?s guilty plea, but will give the us. Attorney the right to use against Defendant before any grand jury, at any trial or hearing, or for sentencing purposes, any statements made by Defendant and any information, materials, documents or objects provided by Defendant to the government, without any limitation, regardless of any prior agreements or understandings, written or oral, to the contrary. In this regard, Defendant hereby waives any defense to any charges that Defendant might otherwise have based upon any statute of limitations, the constitutional protection against pre-indictment delay, or the Speedy Trial Act. 14. Who is Bound ca A reement This Plea Agreement is limited to the US. Attorney for the District of Massachusetts, and cannot and does not bind the Attorney General of the United States or any other federal, state or local prosecutive authorities. 15. Modi?cations to Plea Agreement This Plea Agreement can be modi?ed or sopplemented only in a written memorandum signed by the parties or on the record in court. Case Document 2 Filed 03/05/19 Page 10 of 11 If this letter accurately re?ects the agreement bemeen 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 US. Attorney Eric S. Rosco. Very truly yours, ANDREW E. LELLING United States Attorney - - STEPHEN E. FRANK 5 Chief, Securities and Financial Fraud Unit JORDI DE LLANO Deputy Chief, Securities and Financial Fraud Unit it: VA. ERIC S. ROSEN Assistant Attomey 10 Case Document 2 Filed 03/05/19 Page 11 of 11 ACKNOWLEDGMENT 0F PLEA AGREEMENT 1 have read this letter in its entirety and discussed it with my attorney. I hereby acknowledge that it accurately sets forth my plea agreement with the United States Attorney?s Of?ce for the District of Massachusetts; there are no unwritten agreements between me and the United States Attorney?s Of?ce; and no of?cial of the United States has made any unwritten promises or representations to me, in connection with my change of plea. In addition, I have received no prior offers to resolve this case. I understand the crimes to which I have agreed to plead guilty, the maximum penalties for those offenses, and the Sentencing Guideline penalties potentially applicable to them. I am satis?ed with the legal representation provided to me by my attorney. We have had suf?cient time to meet and discuss my case. We have discussed the charges against me, possible defenses I might have, the terms of this Plea Agreement and whether I shouid go to trial. I am entering into this Plea Agreement freely, voluntarily, and knowingly because I am guilty of the offenses to which I am pleading guilty, and I believe this Plea Agreement is in my best interest. OIIWIZ t/ William ?Rick? Singer Defendant Date: I certify that William ?Rick? Singer has read this Plea Agreement and that have discussed its meaning with him. I believe he understands the Plea Agreement and is entering into the Plea Agreement freely, voluntarily, and knowingly. I also certify that the US. Attorney has not extended any other offers regarding a change of plea in this case. QMIA lA?ik?x Donald Heller Esq. Attorney For Defendant Date: 14:: ??29 I ?f 1