UNITED STATES DISTRICT COURT 

SOUTHERN DISTRICT OF FLORIDA 

CASE NO.: 22-20521-CR-LEIBOWITZ(s) 

UNITED STATES OF AMERICA 

v. 

J. MITCHELL LOWE, 

Defendant. 

I --------------

PLEA AGREEMENT 

The United States of America, by and through the Fraud Section of the Criminal Division of the 

United States Depa1tment of Justice (hereinafter referred to as the "United States"), and J. MITCHELL 

LOWE (hereinafter referred to as the "defendant"), enter into the following agreement: 

1. The defendant agrees to plead guilty to the information charging him with Conspiracy to 

Commit Securities Fraud in violation of 18 U.S.C. § 371. The defendant acknowledges that he has read 

the charge against him contained in the Information and that the charge has been fully explained to him by 

his attorney. The United States agrees that, if the Cou1t accepts the defendant's guilty plea, then after 

sentencing, it will move to dismiss Counts I, 2, 3 and 4 alleged against the defendant in the Indictment 

filed in the case captioned United States v. Theodore Farnsworth, et al., 22-CR-20521-DSL (S.D. Fla.). 

2. The defendant is aware that the sentence will be imposed by the Comt. The defendant 

understands and agrees that federal sentencing law requires the Comt to impose a sentence that is 

reasonable and that the Comt must consider the U.S. Sentencing Guidelines and related policy statements 

(hereinafter "Sentencing Guidelines"), in effect at the time of the sentencing in determining that reasonable 

sentence. The defendant acknowledges and understands that the Comt will compute an advisory sentence 

under the Sentencing Guidelines and that the applicable guidelines will be determined by the Court relying 

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in part on the results of a Pre-Sentence Investigation by the Cou1t's Probation Office, which investigation 

will commence after the guilty plea has been entered. The defendant also is aware that, under ce1tain 

circumstances, the Coutt may depart from the advisory sentencing guideline range that it has computed 

and may raise or lower that advisory sentence under the Sentencing Guidelines. The defendant is further 

aware and understands that, while the Cou1t is required to consider the advisory guideline range 

determined under the Sentencing Guidelines, it is not bound to impose a sentence within that advisory 

guideline range. The defendant understands that the facts that determine the offense level will be found 

by the Court at the time of sentencing and that in making this determination the Coutt may consider any 

reliable evidence, including hearsay, as well as the provisions or stipulations in this Plea Agreement. The 

Court is permitted to tailor the ultimate sentence in light of other statutory concerns, and such sentence 

may be either more severe or less severe than the Sentencing Guidelines' advisory sentence. Knowing these 

facts, the defendant understands and acknowledges that the Court has the authority to impose any sentence 

within and up to the statutoty maximum authorized by law for the offense identified in paragraph I and that 

the defendant may not withdraw the plea solely as a result of the sentence imposed. 

3. The defendant also understands and acknowledges that, as to the allegations set faith in the 

Information, the Coutt may impose a statutory maximum term of imprisonment of up to five (5) years, a 

fine ofup to the greater of $250,000, pursuant to 18 U.S.C. § 3571(6)(3), or twice the pecuniary gain or 

loss, pursuant to 18 U.S.C. § 357l(d), and up to ~ yea1>of supervised release to commence at the 

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conclusion of the period of imprisonment. 

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4. The defendant further understands and acknowledges that, in addition to any 

sentence imposed under paragraph 3 of this Plea Agreement, a special assessment in the amount of 

$ I 00 will be imposed on the defendant. The defendant agrees that any special assessment imposed 

shall be paid at the time of sentencing. The Court may also order restitution. 

5. The defendant recognizes that pleading guilty may have consequences with respect 

to the defendant's immigration status if the defendant is not a natural-born citizen of the United 

States. Under federal law, a broad range of crimes are removable offenses, including the offenses to 

which the defendant is pleading guilty. In addition, under cetiain circumstances, denaturalization 

may also be a consequence of pleading guilty to a crime. Removal, denaturalization, and other 

immigration consequences are the subject of a separate proceeding, however, and defendant 

understands that no one, including the defendant's attorney or the Cou1i, can predict to a ce1iainty 

the effect of the defendant's conviction on the defendant's immigration status. The defendant 

neve1iheless affirms that the defendant chooses to plead guilty regardless of any immigration 

consequences that the defendant's pica may entail, even if the consequence is the defendant's 

denaturalization and automatic removal from the United States. 

6. The defendant shall cooperate with law enforcement officials, attorneys with the 

United States Department of Justice, and with federal regulatory officials charged with regulating or 

overseeing the securities markets by providing full, complete and truthful information regarding his 

knowledge, conduct and actions while involved with MoviePass, Inc. and by providing active 

cooperation in ongoing investigations if requested to do so. If called upon to do so, the defendant 

shall provide complete and truthful testimony before any grand jury or trial jury in any criminal case, 

in any civil proceeding or trial, and in any administrative proceeding or hearing. In carrying out his 

obligations under this paragraph defendant shall neither minimize his own involvement nor fabricate, 

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minimize or exaggerate the involvement of others. ff the defendant intentionally provides any 

incomplete or untruthful statements or testimony, his actions shall be deemed a material breach of 

this Plea Agreement and the United States shall be free to pursue all appropriate charges against him 

notwithstanding any agreements to forbear from bringing additional charges as may be otherwise set 

fo1th in this Plea Agreement. 

7. The defendant shall provide the Probation Office and counsel for the United States 

with a full, complete, and accurate personal financial statement. If the defendant provides incomplete 

or untruthful statements in his personal financial statement, his action shall be deemed a material 

breach of this Plea Agreement and the United States shall be free to pursue all appropriate charges 

against him notwithstanding any agreements to forbear from bringing additional charges otherwise 

set fo1th in this Plea Agreement. 

8. Provided that the defendant commits no new criminal offenses and provided he 

continues to demonstrate an affirmative recognition and affirmative acceptance of personal 

responsibility for his criminal conduct, the United States agrees that it will recommend at sentencing 

that the defendant receive a three-level reduction for acceptance ofresponsibility pursuant to Section 

3El. l of the Sentencing Guidelines. The United States, however, will not be required to make this 

recommendation or motion if the defendant: (1) fails or refuses to make a full, accurate and complete 

disclosure to the United States and the Probation Office of the circumstances surrounding the relevant 

offense conduct and his present financial condition; (2) is found to have misrepresented facts to the 

United States prior to entering into this Plea Agreement; or (3) commits any misconduct after entering 

into this Plea Agreement, including but not limited to committing a state or federal offense, violating 

any term of release, or making false statements or misrepresentations to any governmental entity or 

official. 

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9. The United States reserves the right to inform the Cou1t and the Probation Office of 

all facts pe1tinent to the sentencing process, including all relevant information concerning the 

offenses committed, whether charged or not, as well as concerning the defendant and the defendant's 

background. Subject only to the express terms of any agreed-upon sentencing recommendations 

contained in this Plea Agreement, the United States fu1ther reserves the right to make any 

recommendation as to the quality and/or quantity of punishment. 

10. The United States reserves the right to eva luate the nature and extent of the 

defendant's cooperation and to make the defendant's cooperation, or lack thereof, known to the Court 

at the time of sentencing. If in the sole and unreviewable judgment of the United States the 

defendant's cooperation is of such quality and significance to the investigation or prosecution of 

other criminal matters as to warrant the Court's downward depaiture from the sentence advised by 

the Sentencing Guidelines, the United States may at or before sentencing make a motion pursuant to 

Title 18, United States Code, Section 3553(e), Section SKI.I of the Sentencing Guidelines, or 

subsequent to sentencing by motion pursuant to Rule 35 of the Federal Rules of Criminal Procedure, 

reflecting that the defendant has provided substantial assistance and recommending a sentence 

reduction. The defendant acknowledges and agrees, however, that nothing in this Plea Agreement 

may be construed to require the United States to file such a motion and that the United States' 

assessment of the nature, value, truthfulness, completeness, and accuracy of the Defendant's 

cooperation shall be binding on the defendant. 

11 . The defendant understands and acknowledges that the Comt is under no obligation 

to grant a motion by the United States pursuant to Title 18, United States Code, Section 3553(e), 

SK 1.1 of the Sentencing Guidelines or Rule 35 of the Federal Rules of Criminal Procedure, as 

referred to in paragraph IO of this Plea Agreement, should the United States exercise its discretion to 

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file such a motion. 

12. The defendant admits and acknowledges that the facts set fotth in the attached 

Agreed Factual Basis for Guilty Plea are true and that the United States could prove them at trial 

beyond a reasonable doubt that the defendant knowingly and willfully participated in a conspiracy to 

commit securities fraud . 

13 . The United States and the defendant agree that, although not binding on the 

Probation O fftce or the Court, they will jointly recommend that the Court make the following findings 

and conclusions as to the sentence to be imposed: 

(a) Base Offense Level: The defendant's base offense level is at least six (6), in 

accordance with U .S.S.G. § 2B 1.1 (a). 

(b) Number of Victims: A two (2) level enhancement pursuant to U.S.S.G. § 

2B1.l(b)(2) should be applied because the number of victims is ten (10) or more. 

(c) Loss: A twenty-two (22) level enhancement for loss of at least $25 million 

pursuant to U.S.S.G. § 2B I. I (b)(l)(L) should be applied. While the United States 

takes the position that the loss is approximately $303,299,402, and the defendant 

assetts that the loss is lower, the final calculation will not impact the calculation of 

the advisory guideline range as the parties understand that the advisory guideline 

range will be greater than the statutory maximum sentence. If, subsequent to entry 

of this Plea Agreement and prior to the defendant's sentencing, a coconspirator 

litigates the loss amount, and the Comt determines that the loss attributable to the 

conspiracy is less than $25 million, the defendant may argue that the lower loss 

amount applies to him as well. The parties agree that the defendant is not bound by 

these loss numbers in any other litigation, including with the U.S. Securities and 

Exchange Commission. 

(d) Acceptance of Responsibility: Subject to paragraph 8 of this Plea Agreement, the 

defendant's offense level should be decreased by three (3) levels pursuant to 

U.S.S.G. § 3El.l(a) because the defendant has demonstrated acceptance of 

responsibility for his offense and assisted authorities in the investigation of and 

prosecution of his own misconduct by timely notifying authorities of his intention to 

enter a plea of guilty. 

In addition, the United States will not object to Probation and the Comt's application of the 

"Adjustment for Ce1tain Zero Point Offenders" pursuant to U.S.S.G. §4C1. I. 

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14. While the Government will not be seeking any additional enhancements, the 

defendant acknowledges and understands that add itional or different enhancements or provisions of 

the Sentencing Guidelines might be app licable, and that neither the Court nor Probation are bound by the 

parties' joint recommendations. 

15. The defendant agrees, in an individual and any other capacity, to forfeit to the United 

States voluntarily and immediately any propetty, real or personal, which constitutes or is derived 

from proceeds traceable to the commission of the offense in violation of 18 U.S.C. § 371, to which 

the defendant is pleading guilty, pursuant to 18 U.S.C. § 981(a)(l)(C). In addition, the defendant 

agrees to forfeiture of substitute propetty pursuant to 21 U.S.C. § 853(p). The property subject to 

forfeiture includes a forfeiture money judgment in the amount of $388,224, which represents the 

amount of proceeds obtained as a result of vio lation of Title 18, United States Code, Section 3 71, as 

alleged in the Information. 

16. The defendant further agrees that forfeiture is independent of any assessment, fine, 

cost, restitution, or penalty that may be imposed by the Court. The defendant knowingly and 

voluntari ly agrees to waive all constitutional, legal, and equitable defenses to the forfeiture, including 

excessive fines under the Eighth Amendment to the United States Constitution. In addition, the 

defendant agrees to waive: any applicable time limits for administrative or judicial forfeiture 

proceedings, the requirements of Fed. R. Crim. P. 32.2 and 43(a), and any appeal of the forfeiture. 

17. The defendant also agrees to fu lly and truthfu lly disclose the existence, nature and 

location of all assets in which the defendant has or had any direct or indirect financial interest or 

control, and any assets involved in the offense of conviction. The defendant agrees to take all steps 

requested by the United States for the recovery and forfeiture of all assets identified by the United 

States as subject to forfeiture. This includes, but is not limited to, the timely delivery upon request of 

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all necessary and appropriate documentation to deliver good and marketable title, consenting to all 

orders of forfeiture, and not contesting or impeding in any way with any criminal, civil or 

administrative forfeiture proceeding concerning the forfeiture. 

18. In furtherance of the satisfaction of a forfeiture money judgment entered by the Court 

in this case, the defendant agrees to the fo llowing: 

(a) submit a financial statement to this Office upon request, within I 4 calendar days 

from the request; 

(b) maintain any asset valued in excess of $10,000, and not sell, hide, waste, 

encumber, destroy, or otherwise devalue such asset without prior approval of the 

United States; 

( c) provide information about any transfer of an asset valued in excess of $10,000 

since the commencement of the offense conduct in this case to date; 

(d) cooperate fully in the investigation and the identification of assets, including 

liquidating assets, meeting with representatives of the United States, and providing 

any documentation requested; and 

(e) notify, within 30 days, the Clerk of the Coutt for the Southern District of Florida 

and this Office of: (i) any change of name, residence, or mailing address, and (ii) 

any material change in economic circumstances. 

19. The defendant fmther understands that providing false or incomplete information 

about assets, concealing assets, making materially false statements or representations, or making or 

using false writings or documents pe1taining to assets, taking any action that would impede the 

forfeiture of assets, or failing to cooperate fully in the investigation and identification of assets may 

be used as a basis for: (i) separate prosecution, including, under 18 U.S.C. § 1001; or (ii) 

recommendation of a denial of a reduction for acceptance of responsibility pursuant to the United 

States Sentencing Guidelines§ 3E 1.1. 

20. The defendant acknowledges that because the offenses of conviction occurred after 

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April 24, 1996, restitution is mandatory without regard to the defendant's ability to pay and that the 

Court must order the defendant to pay restitution for the fu ll loss caused by his criminal conduct 

pursuant to Title 18, United States Code, Section 3663A. Furthermore, the defendant stipulates that 

he owes restitution in an amount to be calculated at sentencing jointly and severally with his 

coconspirator. 

21. The defendant is aware that the sentence has not yet been determined by the Coutt. 

The defendant is also aware that any estimate of the probable sentencing range or sentence that the 

defendant may receive, whether that estimate comes from the defendant's attorney, the United States, 

or the Probation Office, is a prediction, not a promise, and is not binding on the United States, the 

Probation Office or the Court. The defendant understands fmthcr that any recommendation that the 

United States makes to the Comt as to sentencing, whether pursuant to this Plea Agreement or 

otherwise, is not binding on the Comt and the Court may disregard the recommendation in its entirety. 

The defendant understands and acknowledges, as previously acknowledged in paragraph 2 above, 

that the defendant may not withdraw his plea based upon the Comt's decision not to accept a 

sentencing recommendation made by the defendant, the United States, or a recommendation made 

jointly by both the defendant and the United States. 

22. The defendant is aware that Title 18, United States Code, Section 3742 affords the 

defendant the right to appeal the sentence imposed in this case. Acknowledging this, in exchange for 

the undertakings made by the United States in this Plea Agreement, the defendant hereby waives all 

rights conferred by Section 3742 to appeal any sentence imposed, including any forfeiture or 

restitution ordered, or to appeal the manner in which the sentence was imposed, unless the sentence 

exceeds the maximum permitted by statute or is the result of an upward departure and/or a variance 

from the guideline range that the Court establishes at sentencing. The defendant further understands 

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that nothing in this Plea Agreement shall affect the right of the United States and/or its duty to appeal 

as set fotth in Title 18, United States Code, Section 3742(b). However, if the United States appeals 

the defendant's sentence pursuant to Section 3742(b), the defendant shall be released from the above 

waiver of appellate rights. By signing this Plea Agreement, the defendant acknowledges that he has 

discussed the appeal waiver set fotth in this Plea Agreement with his attorney. The defendant further 

agrees, together with the United States, to request that the district Court enter a specific finding that 

the defendant's waiver of his right to appeal the sentence to be imposed in this case was knowing and 

voluntary. 

23 . The defendant agrees that if he fails to comply with any of the provisions of this 

Plea Agreement, including the failure to tender such agreement to the Coutt, makes false or 

misleading statements before the Court or to any agents of the United States, commits any further 

crimes, or attempts to withdraw the plea (prior to or after pleading guilty to the charges identified in 

paragraph 1 above), the United States will have the right to characterize such conduct as a breach 

of this Plea Agreement. In the event of such a breach: 

(a) the United States will be free from its obligations under this Plea Agreement and further 

may take whatever position it believes appropriate as to the sentence and the conditions of 

the defendant's release (for example, should the defendant commit any conduct after the 

date of this Plea Agreement that would form the basis for an increase in the defendant's 

offense level or justify an upward departure - such as obstruction of justice, failure to 

appear for a coutt proceeding, criminal conduct while pending sentencing, and false 

statements to law enforcement agents, the Probation Officer, or the Court - the United 

States is free under this Plea Agreement to seek an increase in the offense level based on 

that post-agreement conduct); 

(b) the defendant will not have the right to withdraw the guilty plea; 

(c) the defendant shall be fully subject to criminal prosecution for any other crimes which 

he has committed or might commit, if any, including petjury and obstruction of justice; and 

(d) the defendant waives any protections afforded by U.S.S.G. § 1B 1.8 (a) of the Sentencing 

Guidelines, Rule 11 of the Federal Rules of Criminal Procedure and Rule 410 of the Federal 

Rules of Evidence, and the United States will be free to use against the defendant, directly 

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and indirectly, in any criminal or civil proceeding any of the information, statements, and 

materials provided by him pursuant to this Plea Agreement, including offering into 

evidence or otherwise using the attached Agreed Factual Basis for Guilty Plea. 

24. This is the entire agreement and understanding between the United States and the 

defendant. There are no other agreements, promises, representations or understandings. 

Date: ff tf 3, W1 Y 

D,te:~'f 

GLENNS. LEON, CHIEF 

U.S. DEPARTMENT OF JUSTICE 

CRIMINAL DIVISION, FRAUD SECTION 

MARKENZY LAPOINTE 

UNITED STATES ATTORNEY 

SOUTHERN DISTRICT OF FLORIDA 

~J-)2., 

, rP1 

By:~~------.......------

CHRISTOPHER FENTON 

LAUREN ARCHER 

MATIHBW REILLY 

TRIAL A ITORNEYS 

U.S. DEPARTMENT OF JUSTICE 

CRIMINAL DIVISION, FRAUD SECTION 

By~~ 

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