Exhibit 14 — Casey David Crowther (Dkt. 162.3)

Summary

This exhibit, filed 06/29/21 as Document 162-3 in Case 2:20-cr-00114 against Casey David Crowther in the Middle District of Florida, is a September 21, 2020 letter from defense counsel FisherBroyles, LLP to Assistant United States Attorney Trent Reichling. The letter accompanies the second document production on behalf of Target Roofing and Sheet Metal, Inc. under grand jury subpoena 2020R01381016, covering Bates Numbers 006794 to 006889. It argues that Casey Crowther did not make a false statement to Sanibel Captiva Community Bank and that Target Roofing used the PPP funds to re-hire, maintain and pay employees laid off due to the Covid-19 pandemic. The letter states that the bank deposited $2,098,700 of PPP funds on April 14, 2020, that Target Roofing has not filed for forgiveness and that neither the bank nor the SBA has suffered a loss.

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Case 2:20-cr-00114-JES-M_M Document 162-3 Filed 06/29/21) Page 1 85bikegetiourt

Fort Myers Division-——.
| GOVERNMENT EXHIBIT
Fisher Broyles Nicole f Exhibit No. 2
Partne a
Direct: | CS€ No.: 2:S20-cr-114-JES-MRM
Fax:
2390 T;
da UNITED STATES OF AMERICA
vs.
September 21, 2020 CASEY DAVID CROWTHER
Via Email Date Identified:
Trent Reichling
Assistant United States Attorney Date Admitted:

United States Attorney’s Office
Middle District of Florida — Fort Myers Division
Trenton.Reichling@usdoj.gov

Re: Grand Jury Subpoena 2020R01381016
Target Roofing and Sheet Metal, Inc.

AUSA Reichling,

Attached please find the second document production on behalf of Target Roofing and Sheet
Metal, Inc. (“Target Roofing” or the “Company”) pursuant to Grand Jury subpoena
2020R01381016. The first set of documents were produced on September 14, 2020 and contained
Bates Numbers 000001 — 006793. Today’s production contains Bates Numbers 006794 — 006889.
I appreciate you speaking with me and I understand the time constraints the government faces
pursuant to the arrest. To that end, we would like to take this opportunity to explain certain
concerns that we have regarding the government’s allegations in the criminal complaint filed
against my client (“Criminal Complaint’). We believe that the documents produced to the
government show that Mr. Crowther did not make a false statement or report to a federally insured
financial institution, Sanibel Captiva Community Bank (“Sanibel Captiva”). Further, the evidence
shows that Target Roofing utilized the PPP funds to re-hire employees previously laid-off due to
the Covid-19 pandemic, maintain those employees, and pay those employees during the relevant
time period as the Paycheck Protection Program (“PPP”) intended the participants to do.

Target Roofing is a locally owned and operated roofing company that has been providing roofing
services since 2015 and employs over one hundred (100) employees within the Lee County
community. Casey Crowther is the President and sole owner of Target Roofing. In May 2017,
Target Roofing began a banking relationship with Sanibel Captiva and transferred its corporate
accounts to the community bank. For the past three (3) years, Target Roofing has banked
exclusively with Sanibel Captiva and the bank is intricately aware of the Company’s business
operations, revenue stream/cash flow, and assets. Target Roofing maintains its operating account
and a line of credit with the bank and, as such, is required to provide corporate financial

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DENVER | DETROIT | HOUSTON | LONDON | LOS ANGELES | MIAMI | NAPLES | NEW YORK | PALO ALTO
PHILADELPHIA | PRINCETON | SALTLAKECITY | SEATTLE | WASHINGTON D.C.
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information to the bank on a regular basis, including accounts receivable and accounts payable
reports.! The bank has access to the corporate accounts at all times and is aware of the Company’s
operational cashflow.

When the Covid-19 global pandemic hit, Target Roofing was extremely concerned about its
business operations and financial security — as was every company in the United States and across
the globe. Both Lee and Collier Counties had closed construction sites due to the global health
emergency and the Company was panicked about its ability to maintain employees at its then
current level. The email incorporated as Attachment A discusses a project requesting a price for
installation of a temporary dry roof membrane to protect the buildings in the event the County
decides to halt all inspections on projects due to Covid-19. This one project was 80% of Target
Roofing’s revenue at the time; if this project shut down then so would the business. Target Roofing
switched employees to part-time and furloughed others to reserve money and maintain as many
jobs as possible. The Company was forced to lay-off seven (7) employees in February 2020 and
had to lay-off an additional twelve (12) employees in March 2020 due to Covid-19 and the
uncertainty of its future business revenue. This is corroborated by payroll records, as well as email
communications incorporated as Attachment B. In early April, Target Roofing contacted Sanibel
Captiva regarding the PPP, a loan provided by the Small Business Administration designed to provide
a direct incentive for small businesses to keep their workers on the payroll. Sanibel Captiva reviewed
Target Roofing’s financial submissions, sent the financial information to underwriters for due
diligence, and notified Target Roofing that it qualified for the loan. Target Roofing submitted an
application for PPP Funds on April 13, 2020. On April 14, 2020 the bank deposited $2,098,700 of
PPP funds into an account unilaterally established by the bank (“PPP Account”).

It is my understanding that the government does not contend that Target Roofing submitted any
false information regarding the number of employees or the projected estimates for the loan. The
sole contention is that Mr. Crowther misrepresented that all SBA Loan proceeds will be used only
for business related purposes to retain workers and maintain payroll or make mortgage interest
payments, lease payments, and utility payments. The government alleges that certain expenditures
violated this certification. We address these concerns and other related issues below.

Paragraphs 7, 20b of the Government’s Complaint: Paragraph 7 of the United States’ Criminal
Complaint states, “PPP Loan proceeds MUST be used by the business on certain permissible
expenses — payroll costs, interest on mortgages, rent and utilities.”

This paragraph in the Complaint is not accurate according to the language of the Final Cares Act
(HR 748) (the “Cares Act”). Section 1022(a) of the Act states that the PPP Loan Program is an
amendment of the Small Business Act (“SBA”) 7(a) Loan program. This is important because use
of the loan proceeds is set forth in Section 1022(F) which states, “During the covered period, an

1 Mr. Crowther also has additional business accounts with Sanibel Captiva, accounts and loans for various properties,
and a mortgage for his personal residence. Thus, Sanibel Captiva has received substantial amount of financial
information not only on Target Roofing, but on Casey Crowther personally.

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DENVER | DETROIT | HOUSTON | LONDON | LOS ANGELES | MIAMI | NAPLES | NEW YORK | PALO ALTO
PHILADELPHIA | PRINCETON | SALTLAKECITY | SEATTLE | WASHINGTON D.C.
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eligible recipient may, in addition to allowable uses of the loan made under this subsection.....”
that subsection is under the SBA Act. This is counter to the Complaint’s assertions under
Paragraph 7 — that the use of the proceeds MUST be used for payroll costs, interest on mortgages,
rents and utilities. This was reaffirmed by the Interim Rules published in the Federal Register that
states “While the Act provides that PPP loan process may be used for the purposes listed above
and for other allowable uses described in section 7(a) of the Small Business Act (15 U.S.C. 636(a))
the Administrator believes that finite appropriations and the structure of the Act warrant a
requirement that borrowers use a substantial portion of the loan proceeds to for payroll costs,
consistent with Congress’ overarching goal of keeping workers paid and employed.” (See Fed Reg
Vol. 85, No. 73 at Section III 2.)

The PPP is an amendment to the SBA’s 7(a) loan program which provides for the following
allowable expenditures, “The Administration is empowered to the extent and in such amounts as
provided in advance in appropriation Acts to make loans for plant acquisition, construction,
conversion, or expansion, including the acquisition of land, material, supplies, equipment, and
working capital, and to make loans to any qualified small business concern, including those owned
by qualified Indian tribes, for purposes of this Act.” SBA Section 7, 15 USC 636.

Steven Adkins was a former co-owner of the business who was bought out of Target Roofing and
other business ventures by Mr. Crowther. The terms of the sale included financial compensation
pursuant to a Stock Redemption Agreement dated December 2019 and incorporated as Attachment
C (“Redemption Agreement”). The payment of $100,000 to the former stakeholder described in
Paragraph 20b of the Complaint was nothing more than a justifiable expenditure of working capital
by the Company under an existing Redemption Agreement for the conversion or expansion of the
business pursuant to the SBA and Cares Act. There is nothing illegal or even unauthorized about
this transfer.

Paragraph 10 of the Government’s Complaint: The Lender approved the PPP application and
paid $2,098,700 in PPP loan funds. Instead of using the funds for payroll, rent/mortgage interest,
and utilities, CROWTHER used a portion of the PPP money to purchase a 2020 40’ Invincible
Catamaran for $689,417.00 that he registered in his name.

We do not dispute that Mr. Crowther bought a boat utilizing funds from a corporate bank account;
we do dispute that Mr. Crowther made a false statement when he signed the PPP application or
that this transfer of funds was in any way illegal. The government’s allegation relies upon the
theory that the deposit amounts in the PPP Account were somehow specifically earmarked for and
limited to PPP expenditures, however this theory does not hold merit for the reasons stated below:

A. Origination of PPP Account Ending in 6781 (“PPP Account”’).

We spoke via teleconference on September 9, 2020 regarding the PPP Account, the operating
account, and the commingling of funds. Since that time, I have had a chance to review email
communications between Mr. Crowther and Sanibel Captiva and would like to clarify for the

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DENVER | DETROIT | HOUSTON | LONDON | LOS ANGELES | MIAMI | NAPLES | NEW YORK | PALO ALTO
PHILADELPHIA | PRINCETON | SALTLAKECITY | SEATTLE | WASHINGTON D.C.
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record how and why the PPP Account was established. On April 10, 2020, Kristin Dilorio, Vice
President and Office Manager at Sanibel Captiva, sent Mr. Crowther an email with information
about the process for depositing PPP funds. Mr. Crowther responded to the email that same day
and requested that Sanibel Captiva deposit the PPP funds into the Company’s operating account.
This email is incorporated as Attachment D. Sanibel Captiva, unilaterally and without the specific
direction from Mr. Crowther, established the PPP Account and deposited the funds into this
account instead of the general operating account as requested by Mr. Crowther.

On April 24, 2020, Mr. Crowther sent Kristin Dilorio an email requesting the wire transfer for the
boat; he did not specify which account he wanted the money wired from when requesting the wire
transfer to Sara Bay Marina (See Attachment E). Sanibel Captiva took it upon themselves to wire
the money from the PPP account. The timeline and email communications negate the
government’s theory that Mr. Crowther intended to utilize specific PPP funds to purchase the boat.
There is nothing in the Cares Act prohibiting the commingling of funds with other business funds
or working capital and Target Roofing had sufficient funds available to the Company to cover the
unrelated expense represented by the wire transfer.

Moreover, Sanibel Captiva approved the wire transfer from the PPP Account with full knowledge
of the funds within the account and the purpose of the wire. We can assume that Sanibel Captiva
wired the funds from the PPP Account for convenience but, knowing that the loan originated from
Sanibel Captiva, we can prove that the bank approved the wire transfer from this account because
the bank knew that Target Roofing and Mr. Crowther had sufficient funds to cover the expense
and, more importantly, had sufficient funds to maintain the integrity of the proceeds from the PPP
loan that the bank had originated.

B. Sanibel Captiva’s Knowledge of Sufficient Funds to Cover Expenses.

Sanibel Captiva had access to all of Target Roofing’s financials, corporate accounts and assets but
bank employees also had direct knowledge of additional funds that Mr. Crowther possessed and
tried to deposit in the operating account. Sanibel Captiva employees will testify that Mr. Crowther
attempted to deposit over $400,000 in cash into the Target Roofing operating account on March
24, 2020, prior to the purchase of the Catamaran. After selling one of his boats, a 40’ Yellowfin,
for cash (discussed below), Mr. Crowther attempted to deposit the money into Target Roofing’s
operating account. Unfortunately, Sanibel Captiva would not allow Mr. Crowther to deposit such
a large amount of money into the operating account without further documentation of the origins
of the money. This is corroborated by a follow-up text to Sanibel Captiva employee Kyle DeCicco
on May 18, 2020 that states, “I’m going to move my personal money I had to purchase the boat
over to the San Cap account” and is incorporated as Attachment F. When Mr. Crowther continued
to have issues depositing the money, he asked Kristin Dilorio to speak with internal bank auditors
and request the specific information necessary to make the deposit. In an email dated July 31,
2020 and incorporated as Attachment G, Ms. Dilorio provided the information necessary to deposit
the money into the bank’s operating account. When the purchaser of the boat would not provide
the necessary information, Mr. Crowther continued to invest money into the Company as

ATLANTA | AUSTIN | BOSTON | CHARLOTTE | CHICAGO | CINCINNATI | CLEVELAND | COLUMBUS | DALLAS
DENVER | DETROIT | HOUSTON | LONDON | LOS ANGELES | MIAMI | NAPLES | NEW YORK | PALO ALTO
PHILADELPHIA | PRINCETON | SALTLAKECITY | SEATTLE | WASHINGTON D.C.
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illustrated below in Paragraph D. Sanibel Captiva approved the wire of the funds for the boat from
the PPP account armed not only with the financial information from the operating account but with
knowledge of the additional funds available to Mr. Crowther after the sale of his boat. Thus, the
bank knew that Target Roofing and Mr. Crowther had sufficient funds to cover the expense and,
more importantly, had sufficient funds to maintain the integrity of the proceeds from the PPP loan
that the bank had originated.

C. The Corporation and Mr. Crowther had sufficient funds to cover the expense of the boat.

General accounting principles also wholly contradict the government’s theory of specifically
earmarked funds for utilization during the PPP time period. Money is fungible and the assets of a
corporation, whether contained in one bank account or hundreds of bank accounts, are all corporate
funds under the same umbrella, with the same owner. For general accounting purposes, all of the
funds are recorded in the books and ledgers of the Company and are utilized to generate financial
statements, profit and loss statements, and account receivables. Moreover, there is nothing in the
Cares Act about opening a separate bank account, segregating the proceeds from a PPP Loan or
the commingling of funds with other business funds or working capital.

When the wire was sent to Sara Bay Marina, Target Roofing had ample funds in its operating
account for the expense. Below is a chart of the funds available to the Company as of that date:

Name of Owner of Account Company Funds Company Funds w/out
account account Number Available on 4/24 use of "PPP Account” 2
Operating Target Roofing | 29061791 $131,768.58 $2,468.58
account
LOC Target Roofing | 51900854 $600,000.00 $ 500,000.00
51900854
Petty Cash Target Roofing | Office Safe - $59,702.30 $59,702.30
On Books

Chase Target Roofing | 2318 $110,357.00 $110,357.00
rewards
Petty Cash | Casey Office Safe $400,000.00 $400,000.00

Crowther

2 Funds transferred from the PPP Account were subtracted here to illustrate the availability of funds other than those
from the proceeds of the loan that were deposited into the PPP Account.

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DENVER | DETROIT | HOUSTON | LONDON | LOS ANGELES | MIAMI | NAPLES | NEW YORK | PALO ALTO
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TOTAL Target & NOT "PPP" $1,301 ,827.88 $1,072,527.88
AVAILABLE | Crowther FUNDS
FUNDS

In addition to the available funds, a review of the contracts provided in the document production
shows that the Company had a pipeline of jobs that would generate consistent revenue,
approximately $750,000 to $1,000,000 as a rolling average at any given time during the time period
in question. Although the revenue stream had been lower than it had been in prior months due to
the pandemic, there was still a steady and known stream of income. Thus, the whole of the
Company operated with sufficient money, had a healthy pipeline of projects and was paying its
bills and payroll on time. The bank would view these financials in their totality to determine the
Company’s available cash flow.

D. The boat funds are booked as a loan to Casey Crowther in the books and records of Target
Roofing; Mr. Crowther has been paying back the loan to the Company.

Another critical fact is that the boat loan was properly recorded in the Target Roofing accounting
records as a loan to Casey Crowther that would need to be paid back in full to the Company. For
accounting purposes, this money could have been taken and recorded as a valid distribution to Mr.
Crowther, as the 100% owner of an S Corporation, but the business records reflect a loan because
Mr. Crowther had every intent of paying the money back to the Company at the time of the wire
transfer. Mr. Crowther’s intent is corroborated by his actions, including payments to the Company

prior to the purchase of the boat and payments to pay off the loan. totaling over $500,000.

E. Mr. Crowther’s history of boat sales disproves the government's theory that “he was living
beyond his means” and that Mr. Crowther applied for PPP funds with the intent to expend
funds for an unauthorized use.

It is important to understand Mr. Crowther’s history of boat sales, acquisitions and investments.
Mr. Crowther has been buying and trading boats for the past few years; often generating a profit
that vastly reduces the price of his next purchase. The Catamaran described in the Complaint was
not a purchase inspired by sudden access to PPP funds; it was a purchase that Mr. Crowther had
been planning for months, well before the pandemic, for which he had more than sufficient funds
to purchase. As you will see from the following timeline and supporting evidence, the Catamaran
was and remains a wise investment:

1/22/18: Mr. Crowther purchases a 2015 35’ Contender boat for $180,000.

6/27/18: Mr. Crowther purchases a 2016 35’ Contender boat $196,000.

T/S/18: Mr. Crowther sells the 2015 35’ Contender boat for $190,000 -- netting a
profit of $10,000.

3/25/19: Mr. Crowther buys a 40’ Yellowfin center console boat for $410,000.

ATLANTA | AUSTIN | BOSTON | CHARLOTTE | CHICAGO | CINCINNATI | CLEVELAND | COLUMBUS | DALLAS
DENVER | DETROIT | HOUSTON | LONDON | LOS ANGELES | MIAMI | NAPLES | NEW YORK | PALO ALTO
PHILADELPHIA | PRINCETON | SALTLAKECITY | SEATTLE | WASHINGTON D.C.
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5/09/19: Mr. Crowther sells the 2016 35’ contender boat for $220,000 -- netting a
profit of $24,000.
1/20/20: Mr. Crowther views a 40’ Invincible Catamaran owned by Sara Bay Marina

at the Naples Boat Show and begins the boat buying process. This is months
prior to the pandemic hitting the United States.

3/10/20: Mr. Crowther decides to sell the 40’ Yellowfin center console boat and lists
the boat for sale.
3/23/20: Mr. Crowther sells the 40’ Yellowfin center console boat and receives cash

for the boat (including accessories) in the amount of $400,000.

3/24/20: Mr. Crowther goes to Sanibel Captiva after the sale of the Yellowfin to
deposit the $400,000 he received from the sale, but the bank is unable accept

that large of a cash deposit.

3/24/20: Mr. Crowther drives to Sara Bay Marina to start negotiating the purchase of
the 40’ Catamaran.
4/24/20: Sanibel Captiva wires $689,417 to Sara Bay Marina for purchase of the 40’

Catamaran. Although Mr. Crowther requests the wire, he never directs
Sanibel Captiva which bank account to withdraw the money from as
evidenced from Attachment E. It is important to remember that the bank
knew Mr. Crowther had received $400,000 in cash from the prior sale and
had been trying to deposit this money with the bank. Allotting the $400,000
profit from the Yellowfin to the purchase of the Catamaran decreases the
purchase price to $289,417.

8/13/20: Mr. Crowther reaches out to a boat broker to sell the Catamaran boat. The
boat broker suggests that Mr. Crowther will be able to get more money for
the boat than he paid. This text is incorporated as Attachment H. This was
prior to Mr. Crowther’s arrest or any legal issues.

This sequence of events disproves the government’s theory that Mr. Crowther was living beyond
his means. Over the past several years, Mr. Crowther has been investing in boats and then selling
them for a profit. He started the purchase process for the Catamaran well before the PPP loan
program even existed and he attempted to sell the boat prior to his arrest and the government’s
seizure of the boat. Similar facts surround the sale of the Jade Street property and the purchase of
the home in St. James City, which was bought as a rental investment property. In accordance with
advice from his accountants, Mr. Crowther is not sitting idly on cash but investing his money in
tangible assets that generate a profit. The investments are also often used for corporate reasons,
such as company outings, marketing to customers and charitable events within the community for
organizations such as St. Francis Xavier Catholic School, Bishop Verot High School, and Lee BIA
Builder Cares. This is not fraud but simply good business.

The timeline also disproves the allegation that Mr. Crowther intended to utilize the PPP funds to
purchase the boat when he signed the PPP application. Mr. Crowther started the purchasing
process well before the pandemic. He sold his 40’ Yellowfin in anticipation of the purchase and

ATLANTA | AUSTIN | BOSTON | CHARLOTTE | CHICAGO | CINCINNATI | CLEVELAND | COLUMBUS | DALLAS
DENVER | DETROIT | HOUSTON | LONDON | LOS ANGELES | MIAMI | NAPLES | NEW YORK | PALO ALTO
PHILADELPHIA | PRINCETON | SALTLAKECITY | SEATTLE | WASHINGTON D.C.
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was in possession of $400,000 cash, including access to the additional $289,417, when he signed
the loan application and when he purchased the Catamaran; he simply was unable to utilize cash
to pay Sara Bay Marina for the same reason he could not deposit the money into his Sanibel
Captiva Account.

Paragraph 23 of the Government's Complaint: “On or about May 7, 2020, CROWTHER
transferred the remaining balance of $1,179,963.00 in PPP Loan Funds from Target Roofing PPP
Account 6781 into Target Roofing Account 1791. Target Roofing PPP Account 6781 was then
closed.”

The PPP Account was not closed for any nefarious reason; Mr. Crowther had never originally
requested the creation of the account. Sanibel Captiva’s closing of the bank account demonstrates
the bank’s confidence in Target Roofing’s relationship with the financial institution and the
integrity of the proceeds from the PPP loan. Sanibel Captiva was aware of, and intricately involved
in, Target Roofing’s business accounts and Mr. Crowther’s other accounts. The bank had sufficient
collateral to back the PPP loan and it knew that it could recoup the loan proceeds at any time — the
actual PPP Account was inconsequential to Sanibel Captiva’s security position and, quite frankly,
wholly unnecessary under the provisions and requirements of the PPP.

No False Statements were Made: PPP Funds were spent on Payroll

Congress’ overarching goal in passing the Cares Act was to keep workers1 paid and employed.
(See Fed Reg Vol. 85, No. 73 at Section III 2. r.) Through utilization of PPP funds, this is exactly
the goal that Target Roofing was able to achieve. In February and March 2020, Target Roofing
was forced to lay-off nineteen (19) employees due to Covid-19. The pandemic forced job sites to
shut down, stalled ongoing and upcoming projects, and created serious uncertainty about future
business revenue. These lay-offs are reflected in the attached chart which correlates directly to
checks written for payroll and is incorporated as Attachment I. The attached emails incorporated
as Attachment B also illustrate the Company’s dire position. As of April 10, 2020, Target Roofing
had one hundred and fifteen (115) employees. The Company received PPP funds on April 14,
2020. Clearly Mr. Crowther’s intent when he signed the PPP application was to use the funds to
maintain jobs and pay employees because within eight (8) weeks from receipt of the funds (the
then-applicable “covered period” under the PPP during which the PPP funds were required to be
spent) 7, the Company was able to rehire employees previously laid-off and hire new employees
for open job positions, totaling one hundred seventy-four (174) employees by June 5, 2020.
Although the number of employees fluctuate as job projects come and go (as of September 4, 2020
there were one hundred forty-nine (149) employees), Target Roofing was able to maintain previous
employment numbers prior to the pandemic which was the primary intent of the program, thus the
name: Paycheck Protection Program. The PPP money also assisted the Company with keeping
project pricing lower than normal which allowed for additional employment opportunities for

3 The PPP Flexibility Act increased the time in which a company had to spend the PPP proceeds from 8 weeks to 24
weeks.

ATLANTA | AUSTIN | BOSTON | CHARLOTTE | CHICAGO | CINCINNATI | CLEVELAND | COLUMBUS | DALLAS
DENVER | DETROIT | HOUSTON | LONDON | LOS ANGELES | MIAMI | NAPLES | NEW YORK | PALO ALTO
PHILADELPHIA | PRINCETON | SALTLAKECITY | SEATTLE | WASHINGTON D.C.
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those in the community. Lower project prices meant less revenue for the Company, and less profit
for Mr. Crowther personally, but it allowed for more projects and more jobs.

The purpose of the PPP Loan proceeds was to retain workers and maintain payroll or make
mortgage interest payments, lease payments, and utility payments. If Mr. Crowther wanted to
personally profit from the PPP funds, he could have simply maintained the number of current
employees at the time of the application. Instead, he re-hired employees he had previously laid off
the prior month due to the pandemic and hired new employees, creating 59 new jobs for the
community within the first few weeks of the Company’s PPP covered period. The payroll records
also provide evidence that Target Roofing spent 100% of the PPP funds on payroll. From April
2020 to August 2020, Target Roofing spent $3,452,411.43 on payroll expenses, $1,353,711.43
more than was allocated in PPP funds, a sum that Target Roofing happily paid in order to keep
members of the community employed. The amount of payroll funds is reflected in the attached
chart which correlates directly to checks written for payroll and is incorporated as Attachment J.

As the sole owner of an S Corporation, a good portion of this money could have been direct income

for Mr. Crowther; income completely forgone by Mr. Crowther so the Company could not only
maintain employee jobs but expand upon them.

No Loss Amounts and No Victims can be Identified.

Quite frankly, there is no victim that we can identify in this case, let alone no crime committed.
Neither Sanibel Captiva nor the SBA has suffered an actual loss or even an intended loss. Target
Roofing has not filed for forgiveness.* According to the Cares Act, the default for unforgiven
amounts is that the amounts remain a loan, governed by the loan documents issued by the
participating lender. In the event that Target Roofing does not apply for or receive forgiveness, the
loan terms are not due for several more months. The government cannot prove that Target Roofing
intends to default on a future loan, especially in light of the collateral that Sanibel Captiva
possesses in order to secure its loan. In fact, the loan payment has already been logged in Target
Roofing’s books and records in the event that the PPP funds were not eligible for forgiveness, or
if forgiveness had not yet been granted at the time of the first payment come due. Moreover,
Sanibel Captiva still contends that Target Roofing & Sheet Metal “has been a valued client of
Sanibel Captiva Community Bank since 2017” and is “in good terms with the bank and accounts
are in good standing.” The letter from Sanibel Captiva dated September 9, 2020 is incorporated as
Attachment L. Sanibel Captiva Community Bank clearly does not consider itself a victim of bank
fraud. If Mr. Crowther’s accounts are in good standing, including his PPP loan, it is difficult to
understand how the bank, the SBA, the government or anyone believes he misrepresented any
facts.

4 The Notice of Forgiveness Documentation states that the Company must provide copies of payroll tax reports to the
IRS and copies of payroll reports for each pay period to the lender. The purpose of this financial evidence is to show
the amount of money the Company spent on payroll. Target Roofing has evidence of payroll tax reports and weekly
payroll reports to show that the total amount of proceeds from the PPP loan was spent on payroll, thus qualifying the

Company for full forgiveness of the loan.

ATLANTA | AUSTIN | BOSTON | CHARLOTTE | CHICAGO | CINCINNATI | CLEVELAND | COLUMBUS | DALLAS
DENVER | DETROIT | HOUSTON | LONDON | LOS ANGELES | MIAMI | NAPLES | NEW YORK | PALO ALTO
PHILADELPHIA | PRINCETON | SALTLAKECITY | SEATTLE | WASHINGTON D.C.
Case 2:20-cr-00114-JES-M_M Document 162-3 Filed 06/29/21 Page 10 of 56 PagelD
3688

Casey Crowther
Document Production Cover Letter

September 21,2020 | Page 10 of 10

Conclusion

We understand the optics of the boat purchase and the transfers from the PPP Account. We also
appreciate the government’s concern about those who abuse the PPP Program — we just do not
believe Mr. Crowther falls into that category. The facts presented clearly show that Mr. Crowther
had no intent to make a false statement on the PPP loan application or defraud the bank or the
SBA. Mr. Crowther bought a boat that he could afford and infused cash payments into his
Company prior to the purchase of the boat. Sanibel Captiva chose the account from which to take
the funds and approved the wire transfer for the boat knowing that Target Roofing and Mr.
Crowther had the financial resources to cover the expense and maintain the integrity of the
proceeds from the PPP loan that the bank had originated. The wire transfer was recorded in the
books and records of Target Roofing as a loan to Casey Crowther and Mr. Crowther has paid over
$500,000 toward that loan. Meanwhile, during the PPP covered period, the company re-hired
employees previously laid-off, filled open job positions, and provided employment for up to 174
members of the community during a global health crisis. In fact, the Company expended more in
payroll than it received in PPP funds in order to provide additional employment opportunities to
members of our community who found themselves suddenly unemployed. The Company
continues to provide a livelihood to over one-hundred employees and their families and remains a
valuable business partner to the Lee County community. Without the PPP funds, Target Roofing
would not have been able to re-hire and pay employees during the Covid-19 pandemic; the
Company’s ability to maintain jobs and pay employees with the PPP funds is a positive example
of Congress’ intent in passing the Cares Act.

I hope that you will consider these arguments and sincerely hope that we can come to a resolution
of this case prior to indictment. Unlike many of the other PPP cases charged over the past few
weeks, this case does not have any indicators of an overt fraud. There are no loss amounts, no
victim, and the employees of Target Roofing benefitted greatly from the PPP funds. A felony
conviction will not only have a significant impact on Mr. Crowther but it will also have a severe
detrimental impact on Target Roofing — the exact jobs that Congress was trying to protect. We
appreciate your time and look forward to further discussions.
Sincerely,

FisherBroyles, LLP

Nicole Hughes- Waid, Esq.
Partner

ATLANTA | AUSTIN | BOSTON | CHARLOTTE | CHICAGO | CINCINNATI | CLEVELAND | COLUMBUS | DALLAS
DENVER | DETROIT | HOUSTON | LONDON | LOS ANGELES | MIAMI | NAPLES | NEW YORK | PALO ALTO
PHILADELPHIA | PRINCETON | SALTLAKECITY | SEATTLE | WASHINGTON D.C.
Case 2:20-cr-00114-JES-M_M Document 162-3 Filed 06/29/21 Page 12 of 56 PagelD
3690

From: Brad North <brad@targetroofers.com>
Date: Mon, Sep 14, 2020 at 2:48 PM

Subject: Fwd: Siena Lakes - Temp Roof Dry-in
To: Casey Crowther <casey@targetroofers.com>

Brad North

V.P. of Estimating and Sales, Target Roofing & Sheet Metal

Ask me about our Annual Roof Maintenance Plans.

239-332-5707

239-826-8432

www.targetroofers.com

_|

1841 Ortiz Ave, Fort Myers, FL 33905

| J

[| Urgent Issue? Contact Management:
Casey Crowther - 239.888.6369
Case 2:20-cr-00114-JES-M_M Document 162-3 Filed 06/29/21 Page 13 of 56 PagelD
3691

---------- Forwarded message ---------

From: Brad North <brad@targetroofers.com>
Date: Thu, Mar 19, 2020 at 6:15 AM

Subject: Re: Siena Lakes - Temp Roof Dry-in

To: Steve DeLong <sDeLong@kaufmanlynn.com>

Yes sir. Will jump on it for you.

Brad North

V.P. of Estimating and Sales, Target Roofing & Sheet Metal

| |

Ask me about our Annual Roof Maintenance Plans.

239-332-5707

239-826-8432

www.targetroofers.com

1841 Ortiz Ave, Fort Myers, FL 33905

| _

] Urgent Issue? Contact Management:
Casey Crowther - 239.888.6369
Case 2:20-cr-00114-JES-M_M Document 162-3 Filed 06/29/21 Page 14 of 56 PagelD
3692

On Thu, Mar 19, 2020 at 6:14 AM Steve Del ong <sDeLonaq@kaufmanlynn.com> wrote:

Give with both options as well as pros and cons.

Steven DeLong

Error! Filename not Project Executive
specified.
100% EMPLOYEE O WNED c 239.745.5482

9420 Bonita Beach Road

Suite 100
Bonita Springs, FL 34135

www.kaufmanlynn.com

On Mar 19, 2020, at 5:59 AM, Brad North <brad@taraet roofers.com> wrote:

Morning Steve,

What kind of material would you like to use? We could do a 30 Ib felt on the
sloped areas, or something more durable like a 60MM TPO, just depends on how
long you project it to be up there, and how many times you want us to go back out
and repair, replace. | can get this to you quickly once we know what we are wanting

to do.

Thanks.

Brad North

V.P. of Estimating and Sales, Target Roofing & Sheet Metal
Case 2:20-cr-00114-JES-M_M Document 162-3 Filed 06/29/21 Page 16 of 56 PagelD
3694

On Wed, Mar 18, 2020 at 2:23 PM Steve Delong <sDelongq@kaufmanlynn com>
wrote:

Brad

Can you give me a price to install temporary roof membrane for a dry-in on
building 2 and building 3. The temp dry-in would need to be removed prior to the
permanent dry-in is installed. We are requesting th is in case t he county decides to
halt all inspections on projects . This would allow us to continue with framing and
rough-ins throughout the building.

Also, what is the availability of the materials for temp roof dry-in?

Please prov ide a cost as soon as possible .

<imageOOl.j pg> Steven Delong
Project Executive

KAUFMAN LYNN CONSTRUCTION

d 239.331.5130
C 239.745.5482
9420 Bonita Beach Road

Suite 100
Bonita Springs, FL 34135

Casey Crowther
President, Target Roofing & Sheet Metal

Ask me about our Annual Roof Maintenance Plans.

239-332-5707
Case 2:20-cr-00114-JES-M_M Document 162-3 Filed 06/29/21 Page 19 of 56 PagelD
9/14/2020 Target Roofing 8624, Metal Mail - Re: Tina and Antonio

- | Gmail Human Resources <hr@targetroofers.com>

Re: Tina and Antonio
1 message

Scott Ewens <scott@targetroofers.com> Thu, Mar 19, 2020 at 8:16 PM
To: Human Resources <hr@targetroofers.com>
Cc: Casey Crowther <casey@targetroofers.com>, Evelyn Portinari <evelyn@targetroofers.com>

Antonio may be able to bounce around and fill some voids until this thing settles. He's a sharp kid and hourly which is a
controllable expense. Just a thought.

Scott Ewens

Director of Operations

Target Roofing & Sheet Metal

C: 239-410-6981

O: 239-332-5707

scott@targetroofers.com

www.targetroofers.com

1841 Ortiz Ave, Fort Myers, FL 33905

Ask me about our Annual Roof Maintenance Plans.

On Thu, Mar 19, 2020, 8:10 PM Human Resources <hr@targetroofers.com> wrote:
Absolutely

Sent from my iPhone

On Mar 19, 2020, at 6:16 PM, Scott Ewens <Scott@targetroofers.com> wrote:

Yes Sir.

Scott Ewens

Director of Operations

Target Roofing & Sheet Metal

C: 239-410-6981

O: 239-332-5707

scott@targetroofers.com

www.targetroofers.com

1841 Ortiz Ave, Fort Myers, FL 33905

Ask me about our Annual Roof Maintenance Plans.

On Thu, Mar 19, 2020, 6:02 PM Casey Crowther <casey@targetroofers.com> wrote:
We have only received 8 leads this week compared to the 45-50 we usually get.

| would like to lay off Tina and move Antonio to field. May need to lay him off too, he has another job at
4:30pm | believe. Tina is on salary so after tomorrow morning can you guys have a talk with her.

https://mail.google.com/mail/u/07ik=307 1 0ec8bc&view=pt&search=all&permthid=thread-f%3A1661631552774827999%7Cmsg-f%3A16616400341293... 1/2
Case 2:20-cr-00114-JES-M_M Document 162-3 Filed 06/29/21 Page 21 of 56 PagelD
9/14/2020 Target RoofiSGOD eet Metal Mail - Re: payroll total

Mm Gmail Human Resources <hr@targetroofers.com>

Re: payroll total

1 message

Human Resources <hr@targetroofers.com>

Fri, Mar 20, 2020 at 5:54 AM
To: Casey Crowther <casey @targetroofers.com>

$98,142. This included all office staff that was laid off and the service people that were laid off.

Sent from my iPhone

On Mar 20, 2020, at 5:27 AM, Casey Crowther <casey@targetroofers.com> wrote:

what was amount of payroll you sent to payroll company?

Casey Crowther

President, Target Roofing & Sheet Metal

Ask me about our Annual Roof Maintenance Plans.

lp.) 239-332-5707
lp) 239-888-6369

‘al

Ps www.targetroofers.com

;| 1841 Ortiz Ave, Fort Myers, FL 33905

ars

al rad

https://mail.google.com/mail/u/07ik=307 1 0ec8bc&view=pt&search=all&permthid=thread-f%3A 1661674640643587569%7Cmsg-f%3A16616763774968... 1/1
Case 2:20-cr-00114-JES-M_M Document 162-3
Target RoofityMODeet Metal Mail -

9/14/2020

M™ Gmail

Filed 06/29/21 Page 22 of 56 PagelD

Re: Field Rates

Human Resources <hr@targetroofers.com>

Re: Field Rates

1 message

Casey Crowther <casey@targetroofers.com>
To: Scott Ewens <scott@targetroofers.com>
Cc: Evelyn Portinari <evelyn@targetroofers.com>

Wed, Mar 18, 2020 at 1:45 PM

| feel like that may be extreme, although we may not have any other choice. | think we start with a 15% pay cut and then
depending how things are looking we go with more.

On Wed, Mar 18, 2020 at 1:29 PM Scott Ewens <scott@targetroofers.com> wrote:
Casey and Evelyn.

| went through the hourly rates for all of the field guys including Service. | ran several different scenarios. My
recommendation at this time is to do a 25% pay cut for all hourly field staff. By doing this, the lowest result of the
reduction would put us at $9.00 per hour which keeps us at or above minimum wage.

Let me Know your thoughts.

Scott Ewens
Director of Operations, Target Roofing & Sheet Metal

Ps

239-332-5707

239-410-6981
scott@targetroofers.com
www.targetroofers.com

1841 Ortiz Ave, Fort Myers, FL 33905

Ask me about our Annual Roof Maintenance Plans.

Casey Crowther

President, Target Roofing & Sheet Metal

rs

Ask me about our Annual Roof Maintenance Plans.

[y) 239-332-5707

[p) 239-888-6369

al

Py casey@targetroofers.com

al

J

1841 Ortiz Ave, Fort Myers, FL 33905

https://mail.google.com/mail/u/07ik=307 1 0ec8bc&view=pt&search=all&permthid=thread-f%3A 166 152379365549 1685%7Cmsg-f%3A16615248177035... 1/2
Case 2:20-cr-00114-JES-M_M Document 162-3 Filed 06/29/21 Page 25 of 56 PagelD
3703

STOCK REDEMPTION AGREEMENT AND MEMBERSHIP INTEREST
SALE AND PURCHASE AGREEMENT

THIS STOCK REDEMPTION AGREEMENT AND MEMBERSHIP INTEREST SALE AND
PURCHASE AGREEMENT (this “Agreement”) is effective as of September 30, 2019, regardless
of what day this Agreement is signed (the “Effective Date’), by and between Target Roofing and
Sheet Metal, Inc., a Florida corporation (the “Company’), Casey Crowther, and Margaret
Crowther, (collectively the “Buyers”) and Steven Dale Adkins (“Adkins”). 8790 Laredo, LLC
(“Laredo”) and 3801 Jade Avenue, LLC (“Jade”) by execution of this Agreement agree to those
provisions applicable to them.

Recitals

Adkins is the owner and holder of that certain stock certificate number 5 (the “Adkins’
Certificate”), representing two hundred and fifty shares of the Company's stock (the “Adkins’
Stock’). A copy of the Certificate is attached hereto as Exhibit A. The Company has agreed to
redeem, and Adkins has agreed to sell the Adkins’ Stock to the Company, according to this
Agreement.

Adkins is the owner and holder of a 50% Membership Interest in Laredo (the “Adkins’
Laredo Membership Interest’). Casey Crowther and Margaret Crowther have agreed to purchase
and Adkins has agreed to sell the Adkins’ Laredo Membership Interest, according to this
Agreement.

Adkins is the owner and holder of a 50% Membership Interest in Jade (the “Adkins’ Jade
Membership Interest’). Casey Crowther and Margaret Crowther have agreed to purchase and
Adkins has agreed to sell the Adkins’ Jade Membership Interest, according to this Agreement.

The term “Adkins’ Interests” means collectively the Adkins’ Stock, the Adkins’ Laredo
Membership Interest, and the Adkins’ Jade Membership Interest. The term “Entities” means
collectively the Company, Laredo and Jade.

NOW, THEREFORE, for and in consideration of the premises and the mutual covenants
and agreements contained herein and other good and valuable consideration, the receipt,
adequacy and sufficiency of which is hereby acknowledged, the parties hereto covenant and agree
as follows:

4. REDEMPTION OF STOCK AND SALE AND PURCHASE OF MEMBERSHIP INTERESTS.

1.1 Redemption of Adkins’ Stock. Subject to the terms and conditions of this
Agreement, and on the basis of the representations and warranties hereinafter set forth, Adkins
agrees to sell, assign, transfer and deliver the Adkins’ Stock to the Company, and the Company
Case 2:20-cr-00114-JES-M_M Document 162-3 Filed 06/29/21 Page 26 of 56 PagelD
3704

agrees to redeem, the Adkins’ Stock from Adkins. In full consideration for the redemption by the
Company of Adkins’ Stock, the Company shall pay Adkins $337,574.00 (the “Redemption Price’).

1.2 Purchaser of Adkins’ Laredo Membership Interest. Casey Crowther and Margaret
Crowther have agreed to purchase and Adkins has agreed to sell the Adkins’ Laredo Membership
Interest to Casey Crowther and Margaret Crowther, according to this Agreement, for the purchase
price of $160,000.00.

1.3. Purchaser of Adkins’ Jade Membership Interest. Casey Crowther and Margaret
Crowther have agreed to purchase, and Adkins has agreed to sell the Adkins’ Jade Membership
Interest to Casey Crowther and Margaret Crowther, according to this Agreement, for the purchase
price of $225,000.00.

1.4 Effective Date and Pro-rations. Regardless of what day this Agreement is signed
and closed, the effective date of the stock redemption and other transactions is September 30,
2019. The Company's income and expense and profits and losses, shall be pro-rated as of the
Effective Date. Income and expense (including ad valorem taxes) and profits and losses for Jade
and Laredo shall not be pro-rated and shall be considered to belong Jade and Laredo for the entire
year of 2019.

2. REPRESENTATIONS AND WARRANTIES OF THE SELLER. As an inducement to the Buyers
to enter into this Agreement and to consummate the transactions contemplated hereby, and with
the knowledge that the Buyers shall rely thereon, Adkins represents and warrants to the Buyers
the following:

2.1 Adkins has the full power and legal capacity to execute and deliver this Agreement
and to execute and deliver those instruments of conveyance necessary to perform his obligations
under this Agreement. To the best of Adkins’ knowledge, this Agreement is valid, binding, and
enforceable against him according to its terms.

2.2 To the best of Adkins’ knowledge and belief, the execution and delivery of this
Agreement and the performance of his duties hereunder, including but not limited to the execution
and delivery of those instruments of conveyance necessary to convey Adkins’ Interests to the
Buyers do not: (i) violate the Company's Articles of Incorporation or bylaws or Jade's or Laredo's
Operating Agreeent; (ii) constitute the breach or default of any agreement or instrument to which
Adkins is a party; (iii) violate a judgment, decree or order of any court or administrative tribunal,

which is binding on Adkins.

2.3 Adkins is the registered owner of the Adkins’ Interests. Adkins has not sold,
assigned, endorsed, transferred, deposited under any agreement, or subjected to any
hypothecation, lien or pledge, or in any other manner disposed of any of the Adkins’ Interests, and

2
Case 2:20-cr-00114-JES-M_M Document 162-3 Filed 06/29/21 Page 27 of 56 PagelD
3705

has not signed any power of attorney, stock power or other assignment or authorization in respect
of any of the Adkins’ Interests which is now outstanding and in force, and no person or entity has
any right, title, claim, equity or interest in, to or respecting any of the Adkins’ Interests.

2.4 There are no outstanding orders, judgments, injunctions, awards or decrees of any
court, governmental or regulatory body or arbitration tribunal against or affecting Adkins or Adkins’
conveyance of the Adkins’ Interests. There are no actions, suits or claims or legal, administrative
or arbitration proceedings or, to Adkins’ knowledge, investigations (whether or not the defense
thereof or liabilities in respect thereof are covered by insurance) pending or, to Adkins’ knowledge,
threatened against or involving Adkins or the Adkins’ Interests.

2.5 Adkins owns the Adkins’ Interests free and clear of all liens, encumbrances, options,
claims, charges, and assessments of every kind and nature whatsoever and is subject to no
restrictions with respect to transferability. Adkins has no personal knowledge of any shareholder
agreements to which Adkins is a party or which prevents the sale of the Adkins’ Interests.

All of the representations and warranties of Adkins contained in this Agreement shall survive the
execution of this Agreement and the transfer of Adkins Interests hereunder. Adkins further
acknowledges that each representation and warranty set forth herein is material to this transaction
and had each not been made, and had each not been complete and accurate, that the Buyers
would not have entered into and closed this transaction.

3. OUTSTANDING OBLIGATIONS OF SELLER. Except as may be set forth in this Agreement (as
to the Adkins’ Guaranties), the Buyers will not assume and will not discharge or be liable for any
debts, liabilities, obligations of Adkins, including, without limitation: (a) any principal, liabilities or
obligations of Adkins to his creditors; (b) transactions of Adkins occurring after the closing; (c) sales
or income tax or other liabilities or obligations of Adkins incurred in connection with the sale of the
Adkins’ Interests, pursuant to this Agreement; or (d) any contingent liabilities or obligations of
Adkins.

4. INDEMNIFICATION BY SELLER AND THE COMPANY'S RIGHT TO SET-OFF. Adkins shall
indemnify, defend, and hold harmless the Buyers for any and ail loss, liability, damage, actions,
claims, judgments, or lawsuits resulting from the breach of any representation or warranty made
by Adkins in this Agreement. If any claim is made against the Buyers under this provision or the
Adkins’ Interests, which the Buyers in their sole opinion believe is or may be an obligation of
Adkins, the Buyers shall advise Adkins in writing at the address provided in this Agreement. The
notice shall contain details known to the Buyers. Within ten (10) days after the date of the notice,
Adkins shall advise the Buyers, in writing at the address provided in this Agreement, of his intention
to settle or defend the claim. The settlement or defense is to be at the sole expense of Adkins,
including expenses incurred by the Buyers prior to notice to Adkins and Adkins’ defense. If Adkins
defends the claim and a decision is rendered against the Buyers, the Buyers shall have the right,

3
Case 2:20-cr-00114-J ES-M_M Document 162-3 Filed 06/29/21 Page 28 of 56 PagelD
3706

but not the duty, to satisfy the claim and proceed against Adkins for indemnification according to
this provision. All costs, including, but not limited to, attorney's fees will be paid to the prevailing
party by the non-prevailing party. Adkins’ duty to indemnify the Buyers shall survive closing and
delivery of Adkins’ Interests to the Buyers and shall not be merged.

For the purpose of this paragraph, the term Adkins includes Target Builders Construction
Managers, Inc. The Buyers (joint and severally) shall indemnify, defend, and hold harmiess the
Adkins for any and all loss, liability or damage resulting from any and all loss, liability, damage,
actions, claims, judgments, or lawsuits against Adkins arising out of any personal guaranty of the
Company obligations made by Adkins, including but not limited to those described in Exhibit B
attached hereto (the “Adkins Guaranties’). If any claim is made against Adkins based on any
guaranties, Adkins shall advise the Buyers in writing at the address provided in this Agreement.

The notice shall contain details known to Adkins. Within ten (10) days after the date of the notice,
the Buyers shall advise Adkins, in writing at the address provided in this Agreement, of its intention
to settle or defend the claim. The settlement or defense is to be at the sole expense of the Buyers,
including expenses incurred by Adkins prior to notice to the Buyers and the Buyers's defense. If
the Buyers defend the claim and a decision is rendered against Adkins, Adkins shall have the right,
but not the duty, to satisfy the claim and proceed against the Buyers for indemnification according
to this provision. All costs, including, but not limited to, attorney's fees will be paid to the prevailing
party by the non-prevailing party. The Buyers’s duty to indemnify Adkins shall survive closing and
delivery of Adkins’ Interests to the Buyers and shall not be merged.

5. CLOSING: PROCEDURE; DOCUMENTS; PAYMENT OF REDEMPTION PRICE. The Closing
of this Agreement shall occur simultaneously with Laredo's refinancing of its property located at
1841 Ortiz Avenue, Fort Myers, Florida. To avoid any possible delay in the closing of the Buyers's
refinancing, Adkins shall execute the closing documents and deliver them to Anthony J. Gargano,
P. A., as escrow and closing agent with irrevocable instructions to hold the documents and to
deliver the documents to the Buyers upon the Buyers’s tender of the purchase price to the closing
agent. The closing shall occur at the office of Anthony J. Gargano, P.A. The closing documents
shall include: the Adkins’ Certificate properly executed by Adkins for transfer to the Buyers, Adkins’
affidavit in form and content acceptable to the Buyers, closing statement, compliance agreement,
and any other documents as may be requested by the Buyers to close this transaction. The Buyers
and Adkins shall each pay 50% of the documentary stamp tax due for the conveyance of the
Adkins’ Interests.

5.1. The Redemption Price shall be paid as follows: $337,474.00, paid in the form ofa
promissory note from the Company, Casey Crowther, and Margaret Crowther (the “Redemption
Note’) in the original principal amount of $337,474.00, accruing interest at the rate of 7.5% per
annum; the then outstanding principal balance of the Redemption Note, together with interest
accrued and unpaid, will be due and payable on the Maturity Date which will be the date that is the
fifth (5") year anniversary of the Redemption Note; the Redemption Note may be prepaid in full or

4
Case 2:20-cr-00114-JES-M_M Document 162-3 Filed 06/29/21 Page 29 of 56 PagelD
3707

in part at any time without penalty; the Redemption Note shall be cross defaulted with the Laredo
Note and the Jade Note (as hereafter defined). The Redemption Note will be secured by the
Company's pledge of the Adkins Stock according to a Collateral Assignment and Pledge
Agreement to be executed and delivered by the Company at Closing. The Company and Adkins
shall each pay 50% of the attorneys’ fees for preparation of the closing and loan documents and
for the documentary stamp tax on the Redemption Note and redemption (if any).

5.2. Atclosing, Adkins shall assign the Adkins’ Laredo Membership Interest to Margaret
Crowther (18%) and to Casey Crowther (82%) for the purchase price of $160,000.00, paid in the
form of a promissory note from the Company, Laredo, Casey Crowther, and Margaret Crowther
(the “Laredo Note’) in the original principal amount of $160,000.00, accruing interest at the rate
of 7.5% per annum; the then outstanding principal balance of the Laredo Note, together with
interest accrued and unpaid, will be due and payable on the Maturity Date which will be the date
that is the fifth (5") year anniversary of the Laredo Note; the Laredo Note may be prepaid in full or
in part at any time without penalty; the Laredo Note shall be cross defaulted with the Redemption
Note and the Jade Note (as hereafter defined). ivi altel acai Mr

aaaaatgaraecrou eealatindineT The eammaure ani ‘Adkins shall each pay 50% of the attorneys’

fees for preparation of the closing and loan documents and for the documentary stamp tax on the
Laredo Note and redemption (if any).

5.3. Atclosing, Adkins shall assign the Adkins’ Jade Membership Interest to Margaret
Crowther for the purchase price of $225,000.00, paid in the form of a promissory note from the
Company, Jade, Casey Crowther, and Margaret Crowther (the “Jade Note’) in the original principal
amount of $225,000.00 accruing interest at the rate of 7.5% per annum; the then outstanding
principal balance of the Laredo Note, together with interest accrued and unpaid, will be due and
payable on the Maturity Date which will be the date that is the fifth (5") year anniversary of the Jade
Note; the Jade Note may be prepaid in full or in part at any time without penalty; the Jade Note
shall be cross defaulted with the Laredo Note and the Redemption Note as hereafter defined).

_Interest-accerdingto a Gellateral Assignment and Pledge Agreementie be executed-and-deti
by-the-Margaret-Growtherat-Clesing. Fhe Company and Adkins shall each pay 50% of the aN

attorneys’ fees for preparation of the closing and loan documents and for the documentary stam
tax on the Jade Note.

5.4. Resignations. At closing, Adkins shall resign as: Vice President, Secretary and
Tresurer of the Company; Manager of Jade; and Manager of Laredo.

6. ADDITIONAL COVENANTS AND CONDITIONS. The following additional covenants shall
survive closing and delivery of the Adkins’ Certificate.

5
Case 2:20-cr-00114-JES-M_M Document 162-3 Filed 06/29/21 Page 30 of 56 PagelD
3708

6.1. The Company currently owns the 2017 F350 driven by Adkins. By 12/31/20, the
Company shall pay off the note on that truck and transfer title to Adkins. The cost of transferring
title to Adkins shall be paid by the Company and Adkins 50/50.

6.2. | The Company currently pays Adkins’ a salary equal to $2,222.00 per week. The
Company shall continue to pay Adkins’ current weekly salary until December 31, 2019.

6.3. | Thecredits and debits between Target Builders Construction Management, Inc., and
the Company, as described on Exhibit C attached hereto, shall be considered satisfied and
released as of closing.

6.4. All Adkins’ personal guaranties of the Company's obligations to Sanibel Captiva
Community Bank and the obligations of 8780 Laredo, LLC shall be cancelled and released at
closing; the foregoing is a condition precedent to Adkins’ obligation to close this Agreement.

6.5. Adkins’ personal guaranty of the Company’s credit card obligations to Chase Bank
shall be cancelled and released at closing; the foregoing is a condition precedent to Adkins’
obligation to close this Agreement.

6.6. Adkins and Target Builders Construction Management, Inc., agrees to execute and
deliver the Non-compete and Restrictive Covenants Agreement attached hereto as Exhibit D at
closing and that the Non-compete and Restrictive Covenants Agreement shall survive closing and
the delivery of Adkins’ Interests .

7. MISCELLANEOUS

7.1 Brokerage Commissions and Finder's Fees. Each of the parties represents and
warrants to the other that it has not hired, retained or dealt with any broker, finder or investment
banker in connection with the transactions contemplated by this Agreement, and will defend,
indemnify and hold the other party harmless from and against any and all claims for finder's fees
or brokerage or other commissions which may at any time be asserted against the other party
founded upon a claim which is inconsistent with the aforesaid representation and warranty of the
indemnifying party, together with any and all losses, damages, costs and expenses (including
reasonable attorneys’ fees) relating to such claims or arising therefrom or incurred by the
indemnified party in connection with the enforcement of this indemnification provision.

7.2 Waivers and Consents. Except as may otherwise be provided in this Agreement,
all waivers and consents given hereunder shall be in writing. No waiver by either party hereto of
any breach or anticipated breach of any provision hereof by the other party shall be deemed a
waiver of any other contemporaneous, preceding or succeeding breach or anticipated breach,
whether or not similar, on the part of the same or the other party.
Case 2:20-cr-00114-JES-M_M Document 162-3 Filed 06/29/21 Page 31 of 56 PagelD
3709

7.3. Notices. All notices and other communications hereunder shall be in writing and
shall be deemed to have been given only if and when (i) personally delivered or (ii) three (3)
business days after mailing, postage prepaid, by certified mail or (iii) when delivered (and receipted
for) by an overnight delivery service, addressed in each case, to the addresses set forth on the first
page of this Agreement. Each party may change its address for the giving of notices and
communications to it, and/or copies thereof, by written notice to the other party in conformity with
the foregoing.

7.4 Governing Law. The interpretation and construction of this Agreement, and all
matters relating hereto, shall be governed by the law of the State of Florida.

7.5 Counterparts. This Agreement may be executed in two or more counterparts, all
of which taken together shall constitute one instrument.

7.6 Entire Agreement. This Agreement contains the entire understanding of the parties
hereto with respect to the subject matter contained herein. This Agreement supersedes all prior
agreements and understandings between the parties with respect to such subject matter.

7.7. Amendments. This Agreement may not be changed orally, but only by an
agreement in writing signed by the parties.

7.8 Severability. In case any provision in this Agreement shall be held invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions hereof will not in
any way be affected or impaired thereby.

7.9 Cooperation. At all times Adkins shall cooperate with the Buyers and the Buyers
shall cooperate with Adkins and execute any and all documents, instruments, affidavits and other
similar documentation in order to fully perform this Agreement and to convey all of Adkins’ right,
title, interest, and claim in the Adkins’ Interests to the Company and to pay the purchase price with
the Notes and to secure those Notes by perfected security interests in the collateral.

7.10 Specific Performance. Adkins and the Company each acknowledge that, in view
of the uniqueness of the Adkins’ Interests, and the transaction contemplated by this Agreement,
each party would not have an adequate remedy at law for money damages in the event that one
of the party’s defaults in the performance of its obligations set forth in this Agreement, and
therefore Adkins and the Buyers agree that the other party shall be entitled to specific enforcement
of the terms of this Agreement in addition to any other remedy to which it may be entitled.

7. CONDITIONS PRECEDENT TO COMPANY’S OBLIGATION TO CLOSE. Laredo's closing of
the refinancing of its property upon terms and conditions acceptable to Laredo and the Company
is a condition precedent to the Buyers’ duty to close. The Buyers in their sole discretion may waive
the foregoing condition precedent; however, to be enforceable against the Buyers any waiver must

be in writing and signed by the Buyers.
Case 2:20-cr-00114-JES-M_M Document 162-3 Filed 06/29/21 Page 32 of 56 PagelD
3710

8. ACKNOWLEDGMENT OF DISCLOSURE. This Agreement has been prepared by Anthony J.
Gargano, on behalf of, and in the course of its legal representation of the Company. By the parties'
signatures hereto, they acknowledge the following: that neither Anthony J. Gargano, nor Anthony
J. Gargano, P.A., represents any of the other parties, who has each has been advised to seek the
advice of independent legal and tax counsel related to the legal (including securities law) and tax
aspects and consequences of this Agreement; and they have either done so, or waive the
opportunity to do so.

IN WITNESS WHEREOF, the pa have cuted this Agreement effective as of the

Effective Date. J

Withess By Steven D. Adkins, individually

Witness

Target Rooffng and Sheet Metal, Inc.,

FE ee C

Wkness : By Casey Crowther, president
Mato Diat
Witness
TEE
Witte S ( By Qasey Crepe individually
Witness

Target Builders Construction Management, Inc.,

wee 42

By Steven D. Adking, president
Witness

Withes

Witness

By Marg aern Be

continued on next page.
Case 2:20-cr-00114-JES-M M Document 162-3 Filed 06/29/21

EXHIBIT B

CREDITORS/ VENDORS
Including but not limited to:

ALLY

Balboa Capital

Chrysler Capital

First National Bank

Ford Credit

GM Financial

Hitachi

Navitas

Stearns Bank

Suncoast Roofers Supply

Spec Materials

Wells Fargo

Page 35 of 56 PagelD
Case 2:20-cr-00114-JES-M_M Document 162-3

3/14

EXHIBIT C

Filed 06/29/21

Page 36 of 56 PagelD

TARGET ROOFING - STOCK PURCHASE - DECEMBER 2019

Due to Roofing Co from Target Builders:

Inv 2755 | (Notes) MeltiNg Pot Snap Lock Reroof $ 3,525.00
Inv 2399 [Coffee Café at Design Center A/C $ 2,230.87
Inv 3637 |WO# 2566 (Recline Demolition) $ 718.93
3908/3385 2043 West First Street Re-Roof $ 7,339.84
{3977/3386 2041 West First Street Re-Roof $ 6,006.14
Ford F150 Truck (Mike Meece) $ 10,400.00
$ 30,220.76

Due to Target Builders from Roofing Co:
Inv Crowther Residence Remodel $ 27,600.00
Inv HNES - Install Ridge Cap $ 4,500.00

32,100.00
Case 2:20-cr-00114-JES-M_M Document 162-3 Filed 06/29/21 Page 38 of 56 PagelD

3/716
From: Br h
To: Casey Crowther
Subject: Fwd: SBA Closing Info
Date: Friday, September 4, 2020 10:50:02 AM

na-------- Forwarded message ---------

From: Casey Crowther <casey(@targ 's.com>
Date: Fri, Apr 10, 2020, 11:57 AM

Subject: Re: SBA Closing Info

To: Kristin Dilorio <KDilorio@sanc ik.com>

Cc: Brad North <brad@targetroofers.com>

Deposit it in the main operating account. Let me know what else you need and when to expect
to close.

Sent from my iPhone

On Apr 10, 2020, at 11:55 AM, Kristin Dilorio <KDilorio@sancapbank.com>
wrote:

Good morning Casey,

We just received updated information on how the closings and funding’s will be
processed. Please read below and provide me with the funding account number at
your earliest convenience. Once closed you will receive immediate credit.

- IMPORTANT - these loan funds will be electronically deposited into
a your SCCB account.

- Please provide me the account number you would like the funds
deposited into.

- Each morning I will get a list and will notify you to expect an
EMAILED DocuSign Loan Package within 48 hours or less so you can
be on the lookout for the closing documents.

o This entire process is done electronically

Thank you,
Case 2:20-cr-00114-JES-M_M Document 162-3 Filed 06/29/21 Page 39 of 56 PagelD
3717

<image001 J|pg> Kristin Dilorio
Vice President & Office Manager
1533 Hendry St Ste 100

Fort Myers, FL 33901
ph (239) 274-6205

fx (239) 210-2373

Kdiiorio@sancapbank.com

Apply Online: www.mortgage.sancapbank.com

Notice: In an attempt to ensure the safety of our customers and team members from COVID-
19, many of our team are working remotely. During this time email is the best method of
contact, however, if you need to speak by phone please email and I will contact you. Thank
you for your patience and understanding.

We have FREE Business and Personal Checking!!! Visit us at one of 7 convenient
locations: 2 on Sanibel, 5 in Fort Myers. Free Online Banking & Bill-Pay Too!

Check out our website at www.SanCapBank.com for more information.
Member FDIC

Please consider the environment before printing this e-mail.

This e-mail and any attachment(s) are intended for the specified recipient(s) only and is legally protected and CONFIDENTIAL; its
existence and subject matter are PRIVILEGED. If you have any reason to believe that you have received this communication
because of the original sender’s mistake or are not the person to whom it is addressed or intended, then please reply to

ion n m or call (239) 472-6100, and destroy this message in all electronic and physical forms. If you have
received this message via electronic eavesdropping, you are in violation of the Electronic Communications Privacy Act. Unless
otherwise allowed by law or expressly authorized in writing by Sanibel Captiva Community Bank, (i) you may not copy, disclose,
publish, disseminate, distribute, or otherwise reproduce any portion of this communication; (ii) you may not take any action in
reliance on the contents hereof; (iii) you must maintain privately anything that you may have seen or understood because of this
communication; and (iv) you may not reveal the names of any of the persons enclosed herein, nor the subject matter hereof in
any way.
Case 2:20-cr-00114-JES-M_M Document 162-3 Filed 06/29/21 Page 41 of 56 PagelD
3719

From: Casey Crowther
To: Kristin Dilori
Subject: Wire transfer for today
Date: Friday, April 24, 2020 8:55:39 AM
Attachments: J
ntitl hmen

I need this to post today please
Amount is 689,417.00

Six hundred eighty nine thousand four hundred seventeen dollars.
Case 2:20-cr-00114-JES-M_M Document 162-3 Filed 06/29/21 Page 44 of 56 PagelD
3722

11:45 7 » 5Ge am)

Mon, May 18, 2:27 PM

Whenever your free I’m good

Call back when u can.

Tue, May 19, 8:46 AM

I'm going to move my personal

money | had to purchase the boat
over to my SanCap account.

Ok. Talk to Craig and make sure u
guys are on the same page.
Whatever u think is best.

Sun, Aug 23, 12:59 PM

| have a big relationship looking for
a quick home loan. How soon would
it take to get a home loan. The guy
owns gulf point construction. Builds
all the schools in town.

Found his dream house and they
won't do it contingent on his house
and his house paid for cash.

How quick does he need it done?
Typically we could get a home loan
done in less than 30 days maybe
quicker.
Case 2:20-cr-00114-JES-M_M Document 162-3 Filed 06/29/21 Page 49 of 56 PagelD
3727

<@

Brian >

| think we could list yours for higher
with the double row and 400’s.
Start at 775k and see what
happens?

Or reduce a little for a quicker sale?

If | could get close to 700k | would

be super happy but I don’t know
what the market bares right now.

There is very little inventory right
now. | think we ask brand new retail
Case 2:20-cr-00114-JES-M_M Document 162-3 Filed 06/29/21 Page 50 of 56 PagelD
3728

price and then be negotiable. | think
you are in the ball park.

There is only one new 2020 left in
dealer inventory. Everybody is
waiting 2 to 4 months right now for
one.

| will talk to my clients and | say we
list it as well and the market will talk
back to us but | think | can get her
sold prior to even listing.

Call me when u get a chance

| will sorry
Case 2:20-cr-00114-JES-M_M Document 162-3 Filed 06/29/21 Page 55 of 56 PagelD
3733

Attachment
Case 2:20-cr-00114-JES-M_M Document 162-3 Filed 06/29/21 Page 56 of 56 PagelD
3734

COMMUNITY BAN

September 9, 2020

Casey Crowther
President, Target Roofing & Sheet Metal
1841 Ortiz Ave

Fort Myers, FL 33905

Mr. Crowther,

Please accept this letter as confirmation that Target Roofing & Sheet Metal has been a valued client of
Sanibel Captiva Community Bank since 2017. Target Roofing & Sheet Metal is in good terms with the
bank and accounts are in good standing.

Respectfully,

Kyle DeCicco

Sr. Vice President — Sr. Loan Officer


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