UNITED STATES DISTRICT COURT 

SOUTHERN DISTRICT OF FLORIDA 

CASE NO.: 

SECURITIES AND EXCHANGE COMMISSION, 

Plaintiff, 

v. 

JOHN C. AHEARN, et al. 

Defendants. 

CONSENT OF DEFENDANT JOHN C. AHEARN 

1. Defendant John C. Ahearn ("Defendant") waives service of a summons and the 

complaint in this action, enters a general appearance, and admits the Court's jurisdiction over 

Defendant and over the subject matter of this action. 

2. Without admitting or denying the allegations of the complaint ( except as provided 

herein in paragraph 11 and except as to personal and subject matter jurisdiction, which 

Defendant admits), Defendant hereby consents to the entry of the final Judgment in the form 

attached hereto (the "Final Judgment") and incorporated by reference herein, which, among other 

things: 

(a) pennanently restrains and enjoins Defendant from violations of Section 

17 A( c )( 4 )(C) of the Securities Exchange Act of 1934 ("Exchange Act") 

[15 U.S.C. § 78q-l(c)(4)(C)]; 

(b) orders Defendant to pay a civil penalty in the amount of $25,000 under 

Section 21(d)(3) of the Exchange Act [15 U.S.C. § 78u(d)(3)]; and 

(c) commands Defendant, pursuant to Section 21(e) of the Exchange Act [15 

Case 9:22-cv-81457-AMC Document 3-2 Entered on FLSD Docket 09/21/2022 Page 1 of 6
U.S.C. § 78u(e)], to comply with the order issued by the Securities and 

Exchange Commission pursuant to Section 17 A of the Exchange Act in In 

the Matter of Manhattan Transfer Registrar Company and John C. 

Ahearn, SEC A.P. File No. 3-18491, on May 17, 2018, barring him from 

association with any transfer agent, broker, dealer, investment adviser, 

municipal securities dealer, municipal advisor, or nationally recognized 

statistical rating organization with the right to apply for reentry after five 

years to the appropriate self-regulatory organization, or if there is none, to 

the Commission. 

3. Defendant agrees that he shall not seek or accept, directly or indirectly, 

reimbursement or indemnification from any source, including but not limited to payment made 

pursuant to any insurance policy, with regard to any civil penalty amounts that Defendant pays 

pursuant to the Final Judgment, regardless of whether such penalty amounts or any part thereof 

are added to a distribution fund or otherwise used for the benefit of investors. Defendant further 

agrees that he shall not claim, assert, or apply for a tax deduction or tax credit with regard to any 

federal, state, or local tax for any penalty amounts that Defendant pays pursuant to the Final 

Judgment, regardless of whether such penalty amounts or any part thereof are added to a 

distribution fund or otherwise used for the benefit of investors. 

4. Defendant waives the entry of findings of fact and conclusions of law pursuant to 

Rule 52 of the Federal Rules of Civil Procedure. 

5. Defendant waives the right, if any, to a jury trial and to appeal from the entry of 

the Final Judgment. 

6. Defendant enters into this Consent voluntarily and represents that no threats, 

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Case 9:22-cv-81457-AMC Document 3-2 Entered on FLSD Docket 09/21/2022 Page 2 of 6
offers, promises, or inducements of any kind have been made by the Commission or any 

member, officer, employee, agent, or representative of the Commission to induce Defendant to 

enter into this Consent. 

7. Defendant agrees that this Consent shall be incorporated into the Final Judgment 

with the same force and effect as if fully set forth therein. 

8. Defendant will not oppose the enforcement of the Final Judgment on the ground, 

if any exists, that it fails to comply with Rule 65(d) of the Federal Rules of Civil Procedure, and 

hereby waives any objection based thereon. 

9. Defendant waives service of the Final Judgment and agrees that entry of the Final 

Judgment by the Court and filing with the Clerk of the Court will constitute notice to Defendant 

of its terms and conditions. Defendant further agrees to provide counsel for the Commission, 

within thirty days after the Final Judgment is filed with the Clerk of the Court, with an affidavit 

or declaration stating that Defendant has received and read a copy of the Final Judgment. 

10. Consistent with 17 C.F.R. 202.S(f), this Consent resolves only the claims asserted 

against Defendant in this civil proceeding. Defendant acknowledges that no promise or 

representation has been made by the Commission or any member, officer, employee, agent, or 

representative of the Commission with regard to any criminal liability that may have arisen or 

may arise from the facts underlying this action or immunity from any such criminal liability. 

Defendant waives any claim of Double Jeopardy based upon the settlement of this proceeding, 

including the imposition of any remedy or civil penalty herein. Defendant further acknowledges 

that the Court's entry of a permanent injunction may have collateral consequences under federal 

or state law and the rules and regulations of self-regulatory organizations, licensing boards, and 

other regulatory organizations. Such collateral consequences include, but are not limited to, a 

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Case 9:22-cv-81457-AMC Document 3-2 Entered on FLSD Docket 09/21/2022 Page 3 of 6
statutory disqualification with respect to membership or participation in, or association with a 

member of, a self-regulatory organization. This statutory disqualification has consequences that 

are separate from any sanction imposed in an administrative proceeding. In addition, in any 

disciplinary proceeding before the Commission based on the entry of the injunction in this 

action, Defendant understands that he shall not be pennitted to contest the factual allegations of 

the complaint in this action. 

11. Defendant understands and agrees to comply with the terms of 17 C.F.R. 

§ 202.5(e), which provides in part that it is the Commission's policy "not to permit a defendant 

or respondent to consent to a judgment or order that imposes a sanction while denying the 

allegations in the complaint or order for proceedings," and "a refusal to admit the allegations is 

equivalent to a denial, unless the defendant or respondent states that he neither admits nor denies 

the allegations." As part of Defendant's agreement to comply with the terms of Section 202.5( e ), 

Defendant: (i) will not take any action or make or pem1it to be made any public statement 

denying, directly or indirectly, any allegation in the complaint or creating the impression that the 

complaint is without factual basis; (ii) will not make or permit to be made any public statement 

to the effect that Defendant does not admit the allegations of the complaint, or that this Consent 

contains no admission of the allegations, without also stating that Defendant does not deny the 

allegations; (iii) upon the filing of this Consent, Defendant hereby withdraws any papers filed in 

this action to the extent that they deny any allegation in the complaint; and (iv) stipulates solely 

for purposes of exceptions to discharge set forth in Section 523 of the Bankruptcy Code, 11 

U.S.C. §523, that the allegations in the complaint are true, and further, that any debt for 

disgorgement, prejudgment interest, civil penalty or other amounts due by Defendant under the 

Final Judgment or any other judgment, order, consent order, decree or settlement agreement 

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Case 9:22-cv-81457-AMC Document 3-2 Entered on FLSD Docket 09/21/2022 Page 4 of 6
entered in connection with this proceeding, is a debt for the violation by Defendant of the federal 

securities laws or any regulation or order issued under such laws, as set forth in Section 

523(a)(l9) of the Bankruptcy Code, 11 U.S.C. §523(a)(l9). If Defendant breaches this 

agreement, the Commission may petition the Court to vacate the Final Judgment and restore this 

action to its active docket. Nothing in this paragraph affects Defendant's: (i) testimonial 

obligations; or (ii) right to take legal or factual positions in litigation or other legal proceedings 

in which the Conunission is not a party. 

12. Defendant hereby waives any rights under the Equal Access to Justice Act, the 

Small Business Regulatory Enforcement Fairness Act of 1996, or any other provision of law to 

seek from the United States, or any agency, or any official of the United States acting in his or 

her official capacity, directly or indirectly, reimbursement of attorney's fees or other fees, 

expenses, or costs expended by Defendant to defend against this action. For these purposes, 

Defendant agrees that Defendant is not the prevailing party in this action since the parties have 

reached a good faith settlement. 

13. Defendant agrees that the Commission may present the Final Judgment to the 

Court for signature and entry without further notice. 

14. Defendant agrees that this Court shall retain jurisdiction over this matter for the 

purpose of enforcing the terms of the Final Judgment. 

Dated: f:'-8'-2..o2-~ 

STATE OF COLORADO 

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On fo"J~s I- ~ f

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, 2022, John C. Ahearn, who [check one] LJ is personally known 

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Case 9:22-cv-81457-AMC Document 3-2 Entered on FLSD Docket 09/21/2022 Page 5 of 6
to me, or W produced a Le-lv,.cf O driver's license bearing his name and photograph as 

identification, personally appeared before me and acknowledged executing the foregoing 

Consent. 

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Approved as to form: 

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-Martin M. Berliner 

Berliner McDonald P.C. 

4380 S. Syracuse Street 

Suite 304 

Denver, Colorado 80237-2625 

mberliner@berlinem1cdonald.com 

Telephone: 303.830.1700 x102 

Attorney for Defendant John C. Ahearn 

Notary Public 

Commission expires: 2-lfl/ ~ 

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