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US. Department of Justice United States Attorney Southern District of New York December 2, 2009 Robert G, Stahl, Esq, Stahl Fare, LLC 220'St Paul Street Westfield, NJ 07090 United States v, Brien Santarlas, ocr.) Dear Mr. Stahl: (On the understandings specified below, the Ofice of the United States Attomey forthe Souther District of New York (“this Office”) will accept a guilty plea from Brien Santarlas (Santarlas” or the “defendant” fo two-count criminal information (the “Information”. Count One of the Information chargee the defendant with conspiring with others to commit securities fraud, in violation of Title 18, United States Code, Section 371, in connection with a scheme to defraud by executing securities trades based on material nonpublic information. This charge carries a maximum sentence of five years’ imprisonment, a maximum term of three years? supervised release, amaximum fine, pursuant to Title 18, United States Code, §3571, of the greatest ‘of $250,000, twice the gross pecuniary gain derived from the offense, or twice the gross pecuniary loss toa person other than the defendant asa result of the offense, and a mandatory $100 special assessment. Count Two of the Information charges the defendant with securities fraud, in violation of | Title 15, United States Code, Sections 78)(b) and 78ff, Title 17, Code of Federal Regulations, Sections 240,10b-5 and 240, 1065-2, and Title 18, United States Code, Section Two, in connection ‘with a scheme to defraud by executing securities trades based on material nonpublic infomation regarding the acquisition of 3Com Corporation. This charge carries a maximum sentence of 20, ‘years’ imprisonment, a maximum term of three years supervised release, a maximum fine of $5 ‘million, and a mandatory $100 special assessment. The total maximum sentence of incarceration on the two counts in the Information is 25, years" imprisonment Robert G. Stal, Psq. December 2, 2009 Page? Its further understood that Santarlas shall make restitution in an amount to be specified by ‘the Court in accordance with 18 U.S.C. §§ 3663, 3663A, and 3664, This amount shall be paid according to aplan established by the Court, ‘The defendant furthermore admits the forfeiture allegations with respect to Counts One and ‘Two f the Information and agrees to forfeit $32,500 in United States currency to the United States, Pursuant to 18 U.S.C. § 981(a)(1}(C) and 28 U.S.C. § 2461, representing a sum of money equal 9 ‘the proceeds traceable to the commission ofthe offense. Itis further understood that any forfeiture Of the defendant's assets shall not be treated as satisfaction of any fine, restitution, cost of imprisonment, or any other penalty the Court may impose upon him in addition to forfeiture ltistunderstood that Sentarlas (2) shall uthfully and completely disclose all information with respeetto the activities of himself and others concerning all matters about which this Office inquires (of him, which information can be used for any purpose; (b) shall cooperate fully with this Office, the Federal Bureau of Investigation, and anyother law enforcement agency designated by this Office, (©) shall attend all meetings at which this Office requests his presence; (4) shall provide to this Office, upon request, any document, record, or other tangible evidence relating to matters about ‘which this Office or any designated law enforcement agency inquires of him; (e) shall ruthfilly testify before the grand jury and at any tial and other court proceeding with respect to any matters ‘about which this Office may request his testimony; (P) shal bring to this Office's attention all crimes which he has committed, and all administrative, civil, or eriminal proceedings, investigations, oF prosecutions in which he has been ori a subject, target, party, or witness; and, (g shall commit 90 further crimes whatsoever. Moreover, any assistance Santarlas may provide to federal criminal investigators shall be pursuant tothe specific instrctions and control of this Office and designated investigators. tis understood that this Office cannot, and does not, agree not to prosecute Santaras for

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