Class Action Complaint — Greathouse v. Capital Plus Financial, LLC (N.D. Tex.)

Record facts

U.S. District Court, Eastern District of Arkansas, Central Division · No. 4:21-cv-01243-BRW · Doc. 1 · 2021-12-29 · Docket on CourtListener

Full text

FILED 
U.S. DISTRICT COURT 
EASTERN DISTRICT ARKANSAS 
DEC 2 9 2021 
IN THE UNITED STATES DISTRICT COURT 
EASTERN DISTRICT OF ARKANSAS 
CENTRAL DIVISION 
~ 
TAMMY H. DOWNS, CLERK 
av: 
~ 
DEPCLERK 
ERIC GREATHOUSE, individually and on 
behalf of all others similarly situated, 
Plaintiff, 
V. 
CAPITAL PLUS FINANCIAL, LLC and 
CROSSROADS SYSTEMS, INC., 
Defendants. 
Case No. '1=2/ -cv-12.'13- ~Rw 
COMPLAINT - CLASS ACTION 
JURY TRIAL DEMANDED 
This case assigned to District Judge V\ljLSOt'\., 
and to Magistrate Judge /<e.A tn..ey 
Plaintiff Eric Greathouse ("Plaintiff' or "Greathouse"), individually and on behalf of all 
others similarly situated, files this Class Action Complaint for damages and equitable relief against 
Capital Plus Financial, LLC ("CPF") and CPF' s corporate parent, Crossroads Systems, Inc. 
("Crossroads" and, together with CPF, "Defendants"), for failure to fund approved Paycheck 
Protection Program ("PPP" or the "Program") loans that CPF was contractually obligated to fund. 
In support, Plaintiff makes the following allegations based upon information and belief except as 
to the allegations pertaining to the Plaintiff, which are based on personal knowledge. Plaintiffs 
information and belief is based on the ongoing investigation of his undersigned counsel, which 
included a review of applicable documents, publicly available information concerning the PPP and 
PPP loans, filings with the U.S. Securities and Exchange Commission (the "SEC") and media and 
other reports available on the Internet. 
Case 4:21-cv-01243-BRW   Document 1   Filed 12/29/21   Page 1 of 48

Summary of the Claims 
1. 
Following the worldwide outbreak of COVID-19, Congress passed the Coronavirus 
Aid, Relief and Economic Security Act ("CARES Act") to, among many other things, provide 
relief to America's small businesses and sole proprietors through the establishment of the PPP. 
2. 
Administered by the United States Small Business Administration ("SBA"), the 
PPP was established to provide hundreds of billions of dollars of potentially forgivable loans to 
small businesses and sole proprietors in a quick and efficient manner. 
3. 
To ensure that small businesses and sole proprietors received PPP loan proceeds 
quickly, the applicable provisions of the PPP required lenders to fund PPP loans within ten days 
of SBA approval. 
4. 
Lenders that participated in the Program were entitled to fees payable by the SBA 
for each PPP loan the lenders processed. 
5. 
Defendant CPF was one of the SBA's authorized PPP lenders. In 2021, after the 
SBA substantially increased the fees lenders would receive for PPP loans made that year, CPF 
reportedly processed 472,036 PPP loans totaling over $ 7 .5 billion through May 31, 2021 - the 
second most PPP loans by any lender in 2021, and more than the total number of PPP loans made 
in 2021 by Bank of America, PNC Bank, TD Bank and Wells Fargo combined. See Paycheck 
Protection Program (PPP) Report: Approvals through 05/3 I /?02 L at p. 7. available at 
https://www.sba.gov/sites/default/files/202 l-06/PPP Report Public 210531-508.pdf 
(last 
accessed Sept. 21, 2021 ). 
6. 
As a result, CPF and/or its corporate parent, the publicly-traded, for-profit company 
Crossroads, reportedly received $930 million in PPP loan fees in 2021. In fact, though not an SBA-
2 
Case 4:21-cv-01243-BRW   Document 1   Filed 12/29/21   Page 2 of 48

approved PPP lender, Crossroads stated in its quarterly report filed with the SEC for the period 
ending July 31, 2021 as follows: 
Total revenue from operations for the nine months ended July 31, 2021, was 
$970.5 million compared to $27 .5 million for the same period of 2020. The 
increase in revenue was the result of the Company participating in the Payment 
Protection Program (PPP) administered by the Small Business Administration 
("SBA"). The Company earned fees from the program totaling approximately 
$930.0 million." 
See http://www.crossroads.com/wp-content/uploads/2021 /09/CRSS O3-2021-OTC-Disclosure-
Statement.pdf (accessed Dec. 23, 2021). 
7. 
In flagrant disregard of its contractual obligations to Plaintiff and the other eligible 
class member borrowers, however, CPF failed to actually fund those borrowers' SBA-approved 
PPP loans. 
8. 
Plaintiff and numerous other business owners across the country each timely 
applied for PPP loans with CPF, had their loans approved by the SBA and assigned PPP loan 
numbers, and yet never received their PPP loan funds. 
9. 
Further, and for its role in owning and controlling CPF and in directing the conduct 
and exploiting CPF's status as an SBA-approved PPP lender, Crossroads received hundreds of 
millions of dollars in PPP loan fees - including fees on PPP loans CPF never funded - and, in turn, 
distributed millions of dollars in such fees to its corporate insiders who, collectively, owned 66% 
of Crossroad's equity. 
Parties 
10. 
Plaintiff, a natural person residing in Russellville, Arkansas, is a sole proprietor of 
an insurance inspection business. 
11. 
Defendant CPF is a limited liability company organized under the laws of the state 
of Texas with its principal place of business at 2247 Central Drive, Bedford, Texas 76021. 
3 
Case 4:21-cv-01243-BRW   Document 1   Filed 12/29/21   Page 3 of 48

12. 
Defendant Crossroads is a corporation organized under the laws of Delaware with 
its principal place of business at 4514 Cole Avenue, Suite 1600, Dallas, Texas 75205. 
Jurisdiction & Venue 
13. 
This Court has jurisdiction under 28 U.S.C. § 1332(a)(l) because the aggregate 
amount in controversy exceeds $75,000.00, exclusive of interest and costs, and is between citizens 
of different states. This Court also has jurisdiction under the Class Action Fairness Act because at 
least one member of the proposed class is a citizen of a different state than defendant CPF; there 
are more than I 00 members of the proposed class; and the aggregate amount in controversy 
exceeds $5,000,000.00 exclusive of interest and costs. See 28 U.S.C. § 1332(d)(2)(A). 
14. 
Venue is proper in this judicial District under 28 U .S.C. § 1391 (b )(2) because a 
substantial part of the events giving rise to the claims occurred in this District. 
Additional Factual Allegations 
Background Concerning the COVID-19 Pandemic and the PPP 
15. 
On March 11, 2020, the World Health Organization declared the COVID-19 
outbreak a "pandemic." Two days later, on March 13, 2020, the United States declared a national 
emergency due to the COVID-19 pandemic. 
16. 
In response, on March 27, 2020, the United States Congress passed the largest 
economic stimulus package in the nation's history -- the CARES Act. The CARES Act amounted 
to over $2 trillion in aid, equivalent to roughly $6,000 per American, or 45% of all federal 
government spending for 2019. 
17. 
The CARES Act was enacted to provide immediate assistance to individuals, 
families, and businesses affected by the COVID-19 emergency. 
4 
Case 4:21-cv-01243-BRW   Document 1   Filed 12/29/21   Page 4 of 48

18. 
One facet of the CARES Act's approach to economic relief was the PPP. 
Recognizing the huge strain that the COVID-19 pandemic would likely impose on American small 
businesses, the PPP initially allocated $349 billion for loans to small businesses, sole proprietors, 
and nonprofit organizations, among others. These loans were intended to pay up to eight weeks of 
payroll costs (including benefits) and could also be used to pay interest on mortgages, rent, and 
utilities. 
19. 
PPP loans are guaranteed by the SBA, and the PPP provides for loan forgiveness if 
the borrower demonstrates that the funds were used in compliance with PPP regulations. 
20. 
The PPP has been the subject of several legislative renewals, modifications, and 
extensions. On April 24, 2020, the President signed the Paycheck Protection Program and Health 
Care Enhancement Act, which provided additional funding and authority for the PPP. On June 5, 
2020, the Paycheck Protection Program Flexibility Act of 2020 was enacted, extending the deferral 
period for PPP loans, among other provisions. On July 4, 2020, the PPP was further amended to 
guarantee PPP loans to August 8, 2020. On December 27, 2020, the Economic Aid to Hard-Hit 
Small Businesses, Nonprofits, and Venues Act (the "Economic Aid Act") was enacted, which 
further extended the PPP and allowed for the SBA to authorize second-draw PPP loans through 
March 31, 2021, available to borrowers who already used their previous PPP loan proceeds for 
permitted expenditures. On March 11, 2021, the American Rescue Plan Act was signed into law, 
adding an additional $7.25 billion for PPP loans, bringing total appropriations for the program to 
$813.7 billion. Finally, on March 30, 2021, the PPP Extension Act was enacted, which extended 
the PPP application deadline to May 31, 2021, and gave the SBA until June 30, 2021 to process 
loan applications. 
5 
Case 4:21-cv-01243-BRW   Document 1   Filed 12/29/21   Page 5 of 48

21. 
PPP loans are generally available to businesses in operation as of February 15, 2020 
that had paid employees, as well as self-employed individuals. Businesses receiving PPP loans 
cannot have more than 500 employees and cannot be in bankruptcy. Further, applicants are 
required to certify that the "current economic uncertainty makes this loan request necessary to 
support the ongoing operations of the Applicant." Currently, at least 60% of the proceeds must be 
used for payroll costs. The entire amount of any PPP loan is subject to forgiveness so long as the 
proceeds are used for eligible expenses. 
22. 
Under the Economic Aid Act, a PPP borrower is entitled to a second draw under 
narrower conditions than its first draw. For example, a second draw borrower must have 300 or 
fewer employees, must demonstrate that it sustained a certain percentage reduction in its gross 
receipts compared to 2019, and must have used its entire first draw proceeds prior to disbursement 
of its second draw proceeds. Second draw loans -- like first draw loans -- are also subject to 
forgiveness. 
23. 
Given the anticipated volume of PPP loan applications, Congress provided for PPP 
loan processing and funding through private lenders, with the SBA paying these lenders a fee for 
each processed PPP loan. 
24. 
For their participation, the PPP originally provided that lenders would receive fees 
at a rate of five percent for loans $350,000.00 or less, three percent for loans between $350,000.00 
and $2,000,000.00, and one percent for loans over $2,000,000.00. See SBA Procedural Notice, 
Control No. 5000-20091 (Feb. 8, 2021), available at https://www.sba.gov/sites/default/files/2021-
02/Procedural %20N otice%205 000-20091 %20-
%202nd%20U pdated%20PPP%20Processing%20 F ee%20and%201502%20Reporting-508 .pdf 
(last accessed Sept. 17, 2021 ). 
6 
Case 4:21-cv-01243-BRW   Document 1   Filed 12/29/21   Page 6 of 48

25. 
To address institutional lenders' neglect of PPP loan applications from many small 
businesses -- especially minority, underserved, veteran, and women-owned businesses -- in favor 
oflarger PPP loans, the Economic Aid Act added that lenders processing loans ofup to $50,000.00 
would receive an increased fee of fifty percent or $2,500.00, whichever is less, per PPP loan 
beginning December 27, 2020. 
26. 
As the vast majority of PPP loans -- even those to the smallest businesses and sole 
proprietors -- exceeded $5,000.00, PPP lenders received a flat fee of $2,500 for virtually every 
PPP loan less than $50,000.00. 
27. 
On February 8, 2021, the SBA issued a new notice setting forth the procedure for 
how lenders would be paid PPP loan fees by the SBA. Id. 
28. 
To apply for a PPP loan, a prospective borrower would have to submit a 
standardized Borrower Application Form issued by the SBA (SBA Form 2483 for first time 
borrowers and SBA Form 2483-SD for second draw borrowers), together with relevant payroll 
documentation, to a lender. Once the lender reviewed and approved the loan application, the lender 
would submit the application to the SBA for approval. 
29. 
Following SBA approval of an application, the SBA would issue a ten-digit loan 
identification number (known as a "GP [General Program] number") for the borrower's loan. 
30. 
Provided that the borrower had executed the loan documents, the lender was 
required to disburse the PPP funds within ten days of SBA approval and assignment of the loan 
number. 
31. 
If the PPP borrower did not sign and submit all of the required documents to the 
lender, then the PPP lender was required to report the loan and corresponding loan number as 
cancelled no later than twenty days from the SBA approval and assignment of the loan number. 
7 
Case 4:21-cv-01243-BRW   Document 1   Filed 12/29/21   Page 7 of 48

32. 
Lenders' compliance with the above PPP funding requirement was of paramount 
importance to applicants and borrowers for reasons beyond their need to get the PPP loan proceeds 
in a timely manner. 
33. 
Once the SBA approved a PPP loan and assigned it a loan number, the applicant 
could not apply for a PPP loan with any other lender because the applicant could not make all of 
the required certifications on another PPP loan application. Thus, once approved, the borrower 
was essentially bound to the lender to whom it applied for the PPP loan, in that the borrower had 
to rely exclusively on the good faith of the lender to fund the loan. 
34. 
For both first draw and second draw PPP loans, a PPP loan applicant had to certify 
that they had not and would not receive another first draw or second draw loan, respectively. 
35. 
Since the lender's obligation to fund a PPP loan ran from the date the SBA approved 
and assigned a loan number, an applicant could not certify to another lender that they would not 
receive the first loan even if the first lender had failed to timely fund the loan. 
36. 
Once a PPP loan was funded, the lender had ten days to submit an SBA Form 1502 
to report to the SBA that the loan proceeds had been disbursed. After the lender submitted a Form 
1502, the SBA would initiate payment of the processing fee to the lender. 
37. 
By submitting a Form 1502, the lender represented to the SBA that the PPP loan 
had been fully funded. Further, a lender was required to update the SBA with monthly Form 1502 
reports detailing each PPP loan's status. 
Background Concerning Defendants CPF and Crossroads 
38. 
CPF is a certified community development financial institution ("CDFI"). 
8 
Case 4:21-cv-01243-BRW   Document 1   Filed 12/29/21   Page 8 of 48

39. 
CPF states on its website that it purports to "serv[e] the Hispanic community in the 
state of Texas." See http://www.crossroads.com/wp-content/uploads/2021 /09/CRSS O3-2021-
OTC-Disclosure-Statement.pdf (accessed Dec. 23, 2021 ). 
40. 
CDFis were established as part of the Riegle Community Development and 
Regulatory 
Improvement 
Act 
of 
1994. 
See 
What 
Are 
CDFls, 
available 
at 
https://www.cdfifund.gov/sites/cdfi/files/documents/cdfi infographic v08a.pdf (last accessed 
Sept. 17, 2021). There are reportedly 1,000 CDFis operating nationwide. Id. 
41. 
Although it is a CDFI, CPF was acquired by the for-profit, publicly-traded company 
Crossroads in 2017 (OTCQB: CRSS ). 
42. 
Crossroads states in media releases and on its website that it is a holding company 
that focuses on investing in businesses that promote economic vitality and community 
development. See, e.g., https://capitalplusfin.com/in-the-news/. 
43. 
Since many sole proprietors' PPP loans were in amounts less than $10,000.00, PPP 
lenders were generating processing fees of only several hundred dollars for making those loans in 
2020. 
44. 
Pursuant to the new 2021 increased fee schedule, however, lenders like CPF could 
count on collecting a $2,500.00 flat fee for every PPP loan less than $50,000.00. 
45. 
Taking into consideration the incredible demand for PPP loans less than $50,000.00 
by sole proprietors, independent contractors, self-employed individuals and other underserved 
small businesses together with the more lucrative fee schedule, CPF (and its corporate parent 
Crossroads) saw an opportunity to generate enormous amounts of lender fees by booking a high 
volume of PPP loans under $50,000.00. 
9 
Case 4:21-cv-01243-BRW   Document 1   Filed 12/29/21   Page 9 of 48

46. 
CPF and/or Crossroads reportedly contracted with Blue Acom PPP, LLC (and/or 
its affiliate, FinCap, Inc. or their affiliates) ("Blueacom") in 2021 to help identify borrowers to 
whom CPF could make PPP loans and assist in the PPP paperwork process. 
47. 
Blueacom was established in 2020. 
48. 
Blueacom is neither a bank nor a lender and, therefore, cannot actually make PPP 
loans. 
49. 
In general, only SBA section 7(a)-approved lenders were approved to make PPP 
loans, together with any additional lenders determined by the Administrator of the SBA and the 
Secretary of the U.S. Treasury to also be qualified to make such loans. See 86 Fed. Reg. 3692 (Jan. 
14, 
2021 ), 
available 
at 
https://www.federalregister.gov/documents/2021/01 / 14/2021-
00451 /business-loan-program-temporary-changes-pavcheck-protection-program-as-amended-by-
economic-aid-act (last accessed Sept. 17, 2021). 
50. 
Accordingly, Plaintiff and other similarly situated class member borrowers 
contracted with CPF as the lender obligated to make the PPP loans. 
51. 
For its role in identifying potential borrowers and helping with the PPP paperwork, 
Blueacom reportedly received a part of the lender's fees pursuant to a separate contractual 
relationship between the lender and Blueacom. See THE NEW YORK TIMES, How Two Start-Ups 
Reaped Billions in Fees on Small Business Relief Loans (June 27, 2021), available at 
https:/ /www.nytimes.com/2021/06/27 /business/ppp-relief-loans-blueacorn-womply .html 
(last 
accessed Sept. 1 7, 2021 ). 
52. 
At the direction and under the control of its corporate parent Crossroads, CPF 
exploited the increased fees to be paid by the SBA on smaller PPP loans in 2021 by reportedly 
agreeing to fund 472,036 PPP loans totaling over $7.5 billion in loan proceeds -- again the second 
10 
Case 4:21-cv-01243-BRW   Document 1   Filed 12/29/21   Page 10 of 48

highest number ofloans by any lender in 2021, and more loans than Bank of America, PNC Bank, 
TD Bank and Wells Fargo combined. See SBA, Paycheck Protection Program (PPP) Report, 
Approvals through 5/31/2021, p. 7, available at https://www.sba.gov/sites/default/files/2021-
06/PPP Report Public 210531-508.pdf (last accessed Sept. 17, 2021 ). 
53. 
As a result, Crossroads "earned fees from the [PPP] totaling approximately $930 
million" according to its quarterly report filed with the SEC for the period ending July 31, 2021. 
See http://www.crossroads.com/wp-content/uploads/2021 /09/C RSS O3-2021-OTC-Disclosure-
Statement.pdf (accessed Dec. 23, 2021). 
54. 
According to a July 2021 investor presentation, corporate insiders of Crossroads 
own (or then owned) approximately 66% of Crossroads' equity including specifically as follows: 
Robert Alpert ("Alpert"), Chairman of the Board of Crossroads and principal of 210/CRDS 
Investment LLC, 1,492,285 shares, or 25% of Crossroad's total outstanding shares; Eric Donnelly 
("Donnelly"), CEO of both Crossroads and CPF, 2,255,677 shares, or 37.8% of Crossroad's total 
outstanding shares; and Farzana Giga ("Giga"), CFO of both Crossroads and CPF and director of 
Crossroads, and Crossroads board members James Perez Foster, Claire Gogel, Ray Kembel and 
Clark C. Webb ("Webb"), 194,440 shares, or 3.3% of Crossroad's total outstanding shares. See 
http://www.crossroads.com/wp-content/uploads/202 l /O l /Crossroads-CRSS-Investor-
Presentation 2021.pdf. Thus, in sum, the corporate insiders and directors of Crossroads owned 
3,942,402 shares, or approximately 66%, of the 6,171,984 total outstanding shares as of July 2021. 
Id. 
55. 
On July 8, 2021 - following its receipt of hundreds of millions of dollars in PPP 
loan fees, including for Plaintiffs and numerous other class member PPP loans CPF failed to 
actually fund - Crossroads announced in a letter to shareholders that it was "now overcapitalized" 
11 
Case 4:21-cv-01243-BRW   Document 1   Filed 12/29/21   Page 11 of 48

and would pay out a special dividend of $40 per share to its shareholders on July 26, 2021. See 
http:/ /www.crossroads.com/wp-content/uploads/202 l /07 /CRSS-FQ2-202 l-Shareholder-
Letter.pdf (at p. 4). 
56. 
On July 15, 2021, Crossroads issued a news release stating the special dividend of 
$40 per share would be payable on July 26, 2021 to stockholders of record at the close of business 
on July 19, 2021, and that the total amount of the dividend would be approximately $238.9 million 
based 
on 
the 
number 
of 
Crossroads 
shares 
outstanding. 
See 
https://crossroads.mediaroom.com/2021-07-15-Crossroads-Systems-Provides-Additional-
Information-on-Special-Dividend?pagetemplate=widgetpopup&printable. 
57. 
As a result, and based on the respective equity interests in Crossroads, Chairman 
Alpert received $59,691,400 in cash from the special dividend; Crossroads's and CPF's dual CEO 
Donnelly received $90,227,080; and Alpert, Donnelly and other corporate insiders and directors 
collectively received $157,696,080 of the approximately $238.9 million total special dividend. 
58. 
On December 14, 2021, Crossroads issued a news release reporting its fiscal year 
2021 financial results. In that news release, Crossroads stated that its total fiscal year "revenues 
increased 2,446% to $932. 7 million, up from $36.6 million in the comparative 2020 period"; that 
"[r]emoving PPP impact from the year's operations, total revenues were $34.9 million compared 
to $36.6 million in 2020"; that "[o]perating income increased 4,127% to $243.4 million, up from 
$5.8 million in 2020"; that "[t]he substantial increase in operating income was primarily due to 
origination fees associated with the Company's participation in the PPP loan program"; and that 
"[c]ash EPS (operating income less income to non-controlling interests) was $36.19, which was a 
4,820% 
increase 
compared 
to 
$0.74 
during 
the 
same 
period 
m 
2020." 
See 
12 
Case 4:21-cv-01243-BRW   Document 1   Filed 12/29/21   Page 12 of 48

https://www.pmewswire.com/news-releases/crossroads-systems-reports-fiscal-fourth-guarter-
and-fiscal-vear-2021-financial-results-301443835.html (last accessed December 29, 2021 ). 
59. 
Crossroads Board Chairman Alpert is also Chairman and Co-CEO of Pl0 Holdings, 
Inc., a publicly traded investment firm that provides investment advisory services to Crossroads, 
and is also headquartered at the same corporate headquarters as Crossroads, 4514 Cole A venue, 
Suite 1600, Dallas, Texas 75205. See https://www.plOalts.com/team. 
60. 
Crossroads controlled and directed the activities of CPF, and its management even 
referred to the companies as if they were one specifically in the context of the PPP in public 
communications to shareholders, among other things. For example, in a letter to shareholders 
accompanying its fiscal second quarter report to shareholders for the three months ended April 30, 
2021, Crossroads Board Chair Alpert and Crossroads's and CPF' s dual CEO Donnelly stated that 
"[w]e were well equipped to lead the charge for the program's second draw as a result of our CDFI 
status" (emphasis added); that "[l]ast quarter we highlighted our intention to participate in the 
second federal PPP program" ( emphasis added); that "we were able to issue and approve loan 
applications at an unprecedently rapid pace"; and that, "[w]ithin just five months, we have 
approved 472,036 loans at an average amount of $16,062. In total, this amounts to $7 .6 billion in 
funding, more than 80% of which went directly to companies and independent contractors of 
color.") ( emphasis added). See http://www.crossroads.com/wp-content/uploads/2021 /07 /CRSS-
FO2-2021-Shareholder-Letter.pdf (last accessed December 29, 2021 ). 
61. 
In sum, Crossroads participated directly and indirectly m CPF's PPP loan 
processing through its common management and control and 100% ownership of CPF, and 
exploited CPF's status as an SBA-approved CDFI PPP lender to enrich itself and its corporate 
13 
Case 4:21-cv-01243-BRW   Document 1   Filed 12/29/21   Page 13 of 48

insiders by obtaining fees on PPP loans CPF never funded, and PPP loan proceeds from the PPP 
program. 
62. 
Although Crossroads controlled and directed the activities of CPF as alleged more 
fully above, in fact CPF (but not Crossroads) was the qualified SBA-approved supervised lender 
for purposes of the PPP. 
CPF's Direct Participation in the PPP Liquidity Facility 
63. 
To facilitate lending under the SBA's PPP, the Federal Reserve supplied liquidity 
to CPF and other participating financial institutions through term financing to be secured by the 
PPP loans. See Board of Governors of the Federal Reserve System, Paycheck Protection Program 
Liquidity 
Facility 
(PPPLF), 
available 
at 
https://www.federalreserve.gov/monetarypolicv/ppplf.htm (last accessed Sept. 17, 2021). 
64. 
In particular, the Paycheck Protection Program Liquidity Facility ("PPPLF") was 
authorized under § 13(3) of the Federal Reserve Act "to facilitate lending by eligible borrowers 
[i.e., PPP lenders] to small businesses under the [PPP] .... Under the Facility, the Federal Reserve 
Banks (' Reserve Banks') will lend to eligible borrowers [i.e., PPP lenders] on a non-recourse basis, 
taking PPP Loans as collateral." See Paycheck Protection Program Liquidity Facility Term Sheet, 
available 
at 
https://www.federalreserve.gov/newsevents/pressreleases/files/monetary202 l 0625a l .pdf 
(last 
accessed Sept. 17, 2021 ). 
65. 
Further, "[a]ll lenders that are eligible to originate PPP Loans are eligible to borrow 
under the Facility." Id 
66. 
For CPF and other qualified CDFI PPP lenders, the lending Federal Reserve Bank 
was the Federal Reserve Bank of Cleveland. Id. 
14 
Case 4:21-cv-01243-BRW   Document 1   Filed 12/29/21   Page 14 of 48

67. 
Only SBA-guaranteed PPP loans are eligible to serve as collateral for PPPLF 
advances, and the principal amount advanced under the PPPLF was to be equal to the principal 
amount of the PPP loan pledged to secure the extension of credit. Id. 
68. 
CPF received billions of dollars of advances through the PPPLF as specified more 
fully below, in addition to other PPP advances. 
69. 
In fact, although the PPP application period ended on May 31, 2021 and the life 
cycle of a PPP loan application should only take a few business days, CPF continued to receive 
substantial advances through the PPPLF between June 30, 2021 and July 30, 2021, after the 
deadline for processing loan applications. 
70. 
For example, between July 1, 2021 and July 30, 2021, CPF received at least three 
PPPLF cash advances each exceeding $30,000,000, and also received a total of $134,119,585.79 
in PPP loan advances for the month of July 2021 alone. 
71. 
In particular, according to a report by the Federal Reserve to the U.S. Congress 
dated December 13, 2021 "PPPLF Transaction-specific Disclosures (XLSX)," CPF received the 
following specific cash advances from the PPPLF: 
Date of Advance 
Amount 
2021-02-02 
$2,178,040.41 
2021-02-02 
$627,622.00 
2021-02-11 
$5,708,115.06 
2021-02-11 
$273,968.00 
2021-02-11 
$2,710,413.00 
2021-02-11 
$273,579.59 
2021-02-11 
$2,129,648.45 
2021-02-11 
$3,693,488.60 
2021-02-11 
$5,512,672.14 
2021-02-25 
$1,191,862.00 
2021-02-25 
$1,906,418.00 
2021-02-25 
$34,357.00 
2021-02-25 
$1,291,742.00 
2021-02-25 
$2,976,057.35 
15 
Case 4:21-cv-01243-BRW   Document 1   Filed 12/29/21   Page 15 of 48

Date of Advance 
Amount 
2021-02-25 
$541,239.00 
2021-02-25 
$372,863.50 
2021-02-25 
$57,626.00 
2021-03-01 
$354,159.11 
2021-03-01 
$5,647,969.98 
2021-03-02 
$325,669.00 
2021-03-02 
$4,378,004.32 
2021-03-02 
$1,460,686.27 
2021-03-02 
$182,176.50 
2021-03-02 
$215,785.00 
2021-03-02 
$10,184,988.00 
2021-03-02 
$586,175.75 
2021-03-03 
$452,683.05 
2021-03-03 
$2,161,402.00 
2021-03-04 
$5,273,526.10 
2021-03-09 
$5,825,425.32 
2021-03-09 
$5,502,974.02 
2021-03-09 
$791,045.97 
2021-03-09 
$7,966,408.33 
2021-03-10 
$4,144,182.85 
2021-03-11 
$3,279,707.66 
2021-03-15 
$22,298,842.23 
2021-03-16 
$764,647.00 
2021-03-16 
$17,845,001.09 
2021-03-16 
$902,196.50 
2021-03-16 
$1,794,125.60 
2021-03-17 
$19,604,711.14 
2021-03-18 
$14,608,755.33 
2021-03-18 
$1,091,038.95 
2021-03-19 
$12,415,131.15 
2021-03-22 
$82,131,881.16 
2021-03-23 
$54,386,988.50 
2021-03-23 
$ 16,861,162.00 
2021-03-23 
$27,003,647.85 
2021-03-24 
$98,770,508.82 
2021-03-25 
$10,147,992.90 
2021-03-29 
$479,593.40 
2021-03-29 
$6,760,457.63 
2021-03-29 
$11,671,507.38 
2021-03-29 
$11,310,627.52 
2021-03-29 
$8,987,367.00 
16 
Case 4:21-cv-01243-BRW   Document 1   Filed 12/29/21   Page 16 of 48

Date of Advance 
Amount 
2021-03-29 
$8,840,001.43 
2021-03-29 
$8,036,480.35 
2021-03-29 
$7,579,378.00 
2021-03-29 
$7,687,847.70 
2021-03-29 
$5,476,010.00 
2021-03-29 
$3,022,105.50 
2021-03-29 
$2,097,367.75 
2021-03-29 
$7,343,229.25 
2021-03-29 
$5,352,732.72 
2021-03-29 
$3,907,229.00 
2021-03-29 
$3,074,780.48 
2021-03-29 
$2,324,503.09 
2021-03-29 
$947,087.00 
2021-03-29 
$2,505,979.50 
2021-03-29 
$1,170,854.10 
2021-03-29 
$4,357,560.50 
2021-03-30 
$79,562,983.00 
2021-03-30 
$102,496,216.00 
2021-03-30 
$72,574,056.00 
2021-03-30 
$84,507,665.00 
2021-03-31 
$75,764,259.00 
2021-04-01 
$9,549,671.89 
2021-04-01 
$39,612,141.00 
2021-04-02 
$243,075,429.00 
2021-04-06 
$257,472,124.33 
2021-04-06 
$132,444,399.00 
2021-04-07 
$10,927,697.00 
2021-04-07 
$62,021,483.00 
2021-04-08 
$85,339,435.12 
2021-04-08 
$259,374,000.00 
2021-04-16 
$126,501,443.00 
2021-04-16 
$181,211,831.00 
2021-04-16 
$162,256,760.73 
2021-04-16 
$16,005,416.00 
2021-04-16 
$176,063,638.00 
2021-04-20 
$15,295,725.00 
2021-04-21 
$12,171,969.60 
2021-04-21 
$5,953,438.16 
2021-04-21 
$38,643,341.00 
2021-04-21 
$96,987,237.00 
2021-04-21 
$48,105,810.00 
17 
Case 4:21-cv-01243-BRW   Document 1   Filed 12/29/21   Page 17 of 48

Date of Advance 
Amount 
2021-04-23 
$58,507,134.00 
2021-04-23 
$368,780,681.00 
2021-04-23 
$327,135,009.82 
2021-04-23 
$70,865,658.00 
2021-04-26 
$114,086,044.00 
2021-04-30 
$5,717,971.00 
2021-05-03 
$1,765,216.00 
2021-05-03 
$2,944,483.47 
2021-05-03 
$2,096,650.00 
2021-05-04 
$2,293,625.00 
2021-05-04 
$34,802,766.00 
2021-05-06 
$2,125,832.00 
2021-05-06 
$1,070,106.00 
2021-05-06 
$616,115.00 
2021-05-06 
$835,290.00 
2021-05-07 
$365,435.00 
2021-05-12 
$263,080,394.00 
2021-05-12 
$33,579,305.00 
2021-05-12 
$16,088,836.00 
2021-05-12 
$5,443,630.00 
2021-05-12 
$890,741.00 
2021-05-12 
$1,413,197.00 
2021-05-17 
$1,851,188.00 
2021-05-17 
$1,577,688.00 
2021-05-17 
$1,581,021.00 
2021-05-17 
$8,630,450.25 
2021-05-18 
$1,101,950.00 
2021-05-18 
$577,710.00 
2021-05-18 
$535,369,687.12 
2021-05-20 
$33,419,154.94 
2021-05-20 
$46,027,570.00 
2021-05-24 
$11,859,766.00 
2021-05-25 
$9,886,972.00 
2021-05-25 
$2,365,516.00 
2021-05-25 
$600,024.00 
2021-05-25 
$1,831,023.00 
2021-05-28 
$1,902,346.00 
2021-05-28 
$5,249,415.00 
2021-05-28 
$1,677,600.00 
2021-06-02 
$2,478,525.99 
2021-06-02 
$395,067.00 
18 
Case 4:21-cv-01243-BRW   Document 1   Filed 12/29/21   Page 18 of 48

Date of Advance 
Amount 
2021-06-02 
$574,919.00 
2021-06-04 
$2,086,894.92 
2021-06-04 
$834,823.00 
2021-06-04 
$1,120,999.32 
2021-06-04 
$80,299,469.78 
2021-06-04 
$147,886,129.00 
2021-06-10 
$1,805,560.00 
2021-06-10 
$700,921.00 
2021-06-10 
$1,143,936.00 
2021-06-10 
$12,226,237.00 
2021-06-10 
$968,115.00 
2021-06-16 
$1,729,026.00 
2021-06-16 
$933,469.00 
2021-06-16 
$46,130,527.00 
2021-06-17 
$484,266.07 
2021-06-17 
$542,102.00 
2021-06-17 
$807,337.00 
2021-06-18 
$49,044,789.00 
2021-06-22 
$16,783,373.00 
2021-06-23 
$515,136,782.00 
2021-06-23 
$312,406,138.00 
2021-06-24 
$8,087,276.00 
2021-06-24 
$15,750,200.00 
2021-06-24 
$23,444,948.00 
2021-06-25 
$1,627,318.00 
2021-06-25 
$1,400,035.00 
2021-06-25 
$2,004,933.00 
2021-06-25 
$1,331,199.00 
2021-06-25 
$1,303,819.32 
2021-06-25 
$149,773.00 
2021-06-29 
$2,496,951.63 
2021-06-29 
$538,849.00 
2021-06-29 
$41,636.00 
2021-06-29 
$126,344.00 
2021-06-29 
$1,119,986.00 
2021-06-29 
$179,504.00 
2021-06-29 
$244,511.00 
2021-06-29 
$26,324.00 
2021-06-29 
$127,795.00 
2021-06-29 
$144,425.00 
2021-06-29 
$39,294.00 
19 
Case 4:21-cv-01243-BRW   Document 1   Filed 12/29/21   Page 19 of 48

Date of Advance 
Amount 
2021-06-29 
$114,014.00 
2021-06-29 
$5,000.00 
2021-06-29 
$1,140,000.00 
2021-06-29 
$7,642,798.00 
2021-06-29 
$101,233,693.33 
2021-06-30 
$194,761.00 
2021-07-01 
$35,891,616.00 
2021-07-01 
$217,926.00 
2021-07-01 
$436,360.00 
2021-07-06 
$38,610,016.00 
2021-07-06 
$1,025,508.00 
2021-07-06 
$62,496.00 
2021-07-07 
$7,098,589.00 
2021-07-13 
$1,219,924.00 
2021-07-13 
$452,164.00 
2021-07-14 
$385,525.00 
2021-07-14 
$41,193,415.00 
2021-07-29 
$239,725.00 
2021-07-30 
$72,735.00 
2021-07-30 
$6,304,677.00 
2021-07-30 
$858,609.79 
2021-07-30 
$32,930.00 
2021-07-30 
$17,370.00 
Total 
$6,458,857,759.43 
See Board of Governors of the Federal Reserve System, Paycheck Protection Program Liquidity 
Facility (PPPLF), available at https://www.federalreserve.gov/monetarypolicy/ppplf.htm (last 
accessed Dec. 23, 2021 ). 
72. 
As alleged below, while CPF reportedly received over $6.4 billion from the PPPLF 
in 2021 alone, CPF failed to actually fund PPP loans approved by the SBA for Plaintiff and 
numerous other SBA-approved borrower members of the proposed class. CPF failed to fund class 
member approved loans, moreover, despite having actually received the unfunded PPP loan 
proceeds from the PPPLF. 
20 
Case 4:21-cv-01243-BRW   Document 1   Filed 12/29/21   Page 20 of 48

CPF's Failure to Fund Plaintiff Greathouse's PPP Loan 
73. 
When the pandemic began, Plaintiff Greathouse was, and continues to be, in the 
business of providing insurance inspection services in the Russellville, Arkansas area. 
74. 
Due to the pandemic, Plaintiff was not able to provide these services with the same 
frequency and, as a result, lost significant income. 
75. 
On or about April 8, 2021, Greathouse applied for a PPP loan with CPF. Greathouse 
submitted all requested documentation and information. 
76. 
On or about April 9, 2021, the SBA approved Greathouse's PPP loan application 
and assigned it a loan number (SBA Loan Number 9988328700). 
77. 
The SBA approved Greathouse for a PPP loan in the amount of $15,665.00. 
78. 
On April 18, 2021, Greathouse received the PPP promissory note (the "Note") and 
accompanying documents for him to sign. 
79. 
The Note identified the SBA loan number and amount, Defendant CPF as the lender 
and Plaintiff Greathouse as the borrower; set forth payment terms, potential events of default, 
CPF's rights in the event of default, and other terms and conditions; and provided the terms for 
Plaintiff Greathouse to repay the loan to CPF if it was not forgiven. 
80. 
The Note also included an Additional and Correction Documents Agreement 
(Errors and Omissions Agreement) between CPF and Plaintiff Greathouse; a Business Purpose 
Statement; a Notice - No Oral Agreements bearing the signature of CPF Chief Financial Officer 
Giga and Plaintiff Greathouse; a Written Consent of Governing Body form for Greathouse to 
represent that he is authorized to receive the loan and on which CPF may rely; an IRS W-9 Request 
for Taxpayer Identification Number and Certification; and an Information and Bank Account 
21 
Case 4:21-cv-01243-BRW   Document 1   Filed 12/29/21   Page 21 of 48

Certification and Authorization form identifying the bank or other account to which CPF was 
obligated to send the funds (collectively, the "Loan Documents"). 
81. 
On April 18, 2021, Greathouse signed and returned the Loan Documents in order 
to obtain the $15,665.00 PPP loan. 
82. 
Also on April 18, 2021, Greathouse was advised by email that his loan was 
approved and would be funded. 
83. 
Despite properly and timely completing, signing and submitting the Loan 
Documents and additional attempts to obtain the loan proceeds, however, Greathouse never 
received the proceeds of his SBA-approved PPP loan. 
84. 
For example, Greathouse contacted and consulted with his local SBA office about 
CPF's failure to fund his PPP loan, and sent emails and made numerous telephone calls to CPF 
and Blueacom to try to follow up and get funded, all to no avail. 
85. 
On July 19, 2021, and following his complaints to the local SBA office and 
telephone calls again seeking funding, Greathouse was advised on July 19, 2021 that his PPP loan 
was being funded within an estimated three to six days. 
86. 
Although the SBA's records reported that Greathouse's PPP loan had actually been 
funded, Greathouse never received any PPP loan proceeds. 
87. 
The SBA's record of the alleged disbursement of Greathouse's loan proceeds was 
based on data CPF provided to the SBA. 
88. 
CPF's failure to fund Greathouse's SBA-approved PPP loan deprived Greathouse 
of funds that would have directly assisted in the operation of his inspection business and resulted 
in lost opportunities and other consequential damages. 
22 
Case 4:21-cv-01243-BRW   Document 1   Filed 12/29/21   Page 22 of 48

CPF's Failure to Fund Other SBA-Approved Class Member Borrower PPP Loans 
89. 
Other similarly situated borrowers have been damaged by CPF's failure to fund 
their SBA-approved PPP loans and have complained about their experiences in social media sites. 
90. 
For example, publicly-posted complaints by other consumers on the internet tell 
similar stories: 
a. 
"Capital Plus Financial has kept hundreds of people's PPP loans that were already 
approved by the SBA." (Consumer Financial Protection Bureau Complaint 
Database, Complaint No. 4409176, May 26, 2021, 
https ://wv,w .consumerfinance. gov/ data-research/ consumer-complaints/, last 
accessed Dec. 23, 2021 ); 
b. 
"I hope capital plus financial is shut down after this, and that's on god. They 
deserve to lose all of their financial accreditations and business licenses. I have 
never in my life been in a situation like this with a financial institution that cuts 
off all methods of contact/communication for months at a time with zero 
explanation." (Consumer complaint, June 2020, 
https://www.reddit.com/r/Blueacorn/comments/nci8lm/just got off the phone w 
ith an sba rep in tx/, last accessed Dec. 23, 2021); 
c. 
"[T] they don't have a ET A on when my funds will be sent to my account. They 
do not have a phone to contact them, the lender Capital Plus Financial doesn't 
have a way for me to contact. I have emailed the CEO of capital plus financial 
every single day which is the lender and I have not heard anything from them at 
all." (Consumer Financial Protection Bureau Complaint Database, Complaint No. 
4348481, May 4, 2021, https://www.consumerfinance.gov/data-
research/consumer-complaints/, last accessed Dec. 23, 2021); 
d. 
"I signed on April 8th and it says that my friends have been transferred or 
deposited and I have not seen a dime has anybody reported this to the SBA?" 
(June 2021 Consumer Complaint, 
https://www.reddit.com/r/PPPLoans/comments/msOpzr/anybody been funded by 
capital plus financial/gz92tah/?utm source=reddit&utm medium=web?x&cont 
ext=3, last accessed Dec. 23, 2021); 
e. 
"If they broke they really need to just say that and send me to another lender or 
something because at this point they owe me." (Consumer complaint, May 2021, 
Facebook Group PPP Funding Group, 
https://www.facebook.com/groups/442306946857529/posts/456065148815042, 
last accessed Dec. 23, 2021); 
23 
Case 4:21-cv-01243-BRW   Document 1   Filed 12/29/21   Page 23 of 48

f. 
"They are making up the rules as they go, holding money that doesn't belong to 
them. This is not what SBA intended." (Consumer complaint June 2021, 
change.org, https://www.change.org/p/ppp-fraud-bv-blueacom-and-capital-plus-
financial-failure-to-deliver-sba-
funds?utm source=share petition&utm medium=custom url&recruited by id=9 
da43a80-c0d6-012f-2f2f-4040496dcccb, last accessed Dec. 23, 2021); and 
g. 
"Other delay tactics are mistakes on bank account information you didn't make, 
an inability to correct mistakes you did make and an inability to reach anyone at 
both companies. They are holding funds and not delivering money to borrowers. 
SBA tells you to resolve with a lender you can't reach directly and never returns 
calls." (Change.org Petition: Report PPP fraud by Blueacorn and Capital Plus 
Financial Failure to Deliver SBA Funds, 147 supporters, last accessed Dec. 23, 
2021). 
91. 
CPF has reportedly received many complaints about its failure to fund SBA-
approved PPP loans. In fact, CPF states as follows on its website: 
NOTICE CONCERNING THREATENING OR HARASSING 
COMMUNICATIONS 
The partnership of Capital Plus Financial and Blue Acom has successfully served 
hundreds of thousands of individuals and small businesses through the funding of 
Paycheck Protection Program (PPP) loans. 
Feedback from customers is always appreciated. Customer service remains our 
top priority. 
However, we will not tolerate any threatening or harassing actions or 
communications from customers in any form. 
Any communication from an applicant we deem threatening, harassing or 
intimidating will result in the immediate withdrawal of the loan. 
Additionally, we will pursue all available criminal and civil legal avenues to 
defend and protect our companies and our associates. Our team includes former 
federal agents and prosecutors. We are working closely with federal, state, and 
local law enforcement to identify and prosecute those who would make threats 
against our companies or our associates. We will pursue these options to the 
fullest extent of the law. 
See https://capitalplusfin.com/home/ (visited Dec. 26, 2021). 
92. 
CPF failed to fund the SBA-approved PPP loans of Plaintiff and other class member 
borrowers despite the fact that CPF itself participated in the Program directly also as a beneficiary, 
24 
Case 4:21-cv-01243-BRW   Document 1   Filed 12/29/21   Page 24 of 48

having received the PPP loan on April 13, 2020 of reportedly $376,800. See, e.g., Capital Plus 
Financial LLC in Bedford. TX - SBA PPP Loan Data (Paycheck Protection Program) 
(federalpay.org) (accessed on Dec. 28, 2021). 
Class Action Allegations 
93. 
Plaintiff brings this action individually and on behalf of the following class (the 
"Class"): 
All persons and entities in the United States who, in 2021, timely applied 
for PPP loans with defendant CPF as the lender, and who had their loans 
approved by the SBA but did not receive the PPP loan proceeds. 
94. 
Excluded from the Class are Defendants, any entities in which Defendants have a 
controlling interest, Defendants' agents and employees, any Judge to whom this action is assigned, 
and any member of such Judge's staff and immediate family. 
95. 
There is a well-defined community of interest among members of the Class, and 
the disposition of their claims in a single action will benefit the parties and the Court. 
96. 
The proposed Class meets each applicable requirement of Fed. R. Civ. P. 23(a) and 
23(b)(3). 
97. 
Numerosity: While the exact number of members of the Class is unknown at this 
time and can be determined by appropriate discovery, the Class includes numerous members such 
thatjoinder of all members is impracticable within the meaning of Rule 23(a)(l). 
98. 
Ascertainability: Names and addresses of members of the Class are available from 
Defendant CPF's records and potentially other sources including publicly available databases. 
Notice can be provided to the members of the Class through direct mailing, publication, or 
otherwise using techniques and a form of notice similar to those customarily used in class action 
litigation. 
25 
Case 4:21-cv-01243-BRW   Document 1   Filed 12/29/21   Page 25 of 48

99. 
Typicality: Plaintiffs claims are based on the same facts and legal theories as those 
of the other members of the Class which Plaintiff seeks to represent. Plaintiff and the members of 
the Class all similarly applied for PPP loans, had their loans approved by the SBA, but did not 
receive their PPP loan proceeds from CPF despite the parties' loan contracts. 
I 00. 
Adequacy: Plaintiff will fairly and adequately represent the interests of the 
members of the Class. Plaintiff is an adequate representative of the Class as his interests align with 
the interests of the members of the Class, and Plaintiff is represented by counsel skilled and 
experienced in class actions, including financial consumer and other class action litigation. 
101. 
Superiority: A class action is superior to all other available methods of the fair and 
efficient adjudication of the claims asserted in this action because the expense and burden of 
individual litigation makes it economically unfeasible for members of the Class to seek to redress 
their claims other than through a class action; if separate actions were brought by individual 
members of the Class, the resulting duplicity of lawsuits could lead to differing and inconsistent 
adjudications; and, absent a class action, CPF is unlikely to be held accountable for its failure to 
actually fund all applicable SBA-approved PPP loans. 
102. 
Predominance and Commonality: Common questions of law and fact exist and 
predominate over any questions which affect individual members of the Class. Common 
questions of fact and law include, but are not limited to: 
a. 
whether defendant CPF failed to fund SBA-approved PPP loans to 
Plaintiff and other members of the Class in breach of its obligations to 
actually fund such loans; 
b. 
whether CPF and Crossroads obtained fees for PPP loans that CPF did not 
disburse; 
c. 
whether CPF's corporate parent, Crossroads, was unjustly enriched by 
obtaining fees for PPP loans; 
26 
Case 4:21-cv-01243-BRW   Document 1   Filed 12/29/21   Page 26 of 48

d. 
whether CPF's failure to fund SBA-approved PPP loans violated the Loan 
Documents it entered into with Plaintiff and other members of the Class; 
and 
e. 
whether defendant CPF's failure to fund SBA-approved PPP loans and 
Crossroads's receipt of PPP loan fees damaged Plaintiff and the members 
of the Class. 
103. 
Plaintiff reserves the right to amend the definition of the Class if discovery or 
further investigation reveals that the definition of the Class should be amended. 
COUNT ONE 
Breach of Contract 
(Against CPF) 
104. 
Plaintiff incorporates the allegations from all previous paragraphs as if fully set 
forth herein. 
105. 
This Count is alleged against only defendant CPF. 
106. 
The standard form promissory Note and accompanying Loan Documents that CPF 
and the members of the proposed Class entered into are binding, enforceable agreements. Among 
other provisions, the Note identifies the specific PPP loan, loan number and amount of the loan; 
specifies that the parties to the Note are, respectively, the Class member borrower and the "Lender" 
CPF; provides that, "[t]his loan is made pursuant to the PPP"; requires the borrower to pay back 
the principal of the loan plus interest if the PPP loan is not forgiven; contains other PPP loan 
repayment terms and events of default and the lender's rights in the event of the borrower's default; 
and contains general provisions, including specifically that "[ a ]11 individuals and entities signing 
this Note are jointly and severally liable[.]" 
107. 
In addition, the Additional and Correction Documents Agreement (Errors and 
Omissions Agreement) that accompanies the promissory Note between the Plaintiff class member 
borrowers and CPF provides additional terms and states, at the outset, explicitly as follows: 
27 
Case 4:21-cv-01243-BRW   Document 1   Filed 12/29/21   Page 27 of 48

In consideration of Capital Plus Financial, LLC, located at 224 7 Central 
Drive, Bedford, Texas 76021 (hereinafter called "Lender") making the 
above loan, each of the undersigned, jointly and severally, do hereby agree 
as follows .... 
108. 
The Loan Document contracts entered into by CPF and the members of the Plaintiff 
borrower Class also include a "Notice - No Oral Agreements" document that governs the "Loan 
by Lender, Capital Plus Financial, LLC to Borrower"; identifies each Class member borrower; and 
is executed by both CPF via its CFO Giga, and each Class member borrower. 
109. 
A complete copy of the Loan Document is attached to this Complaint as Exhibit A 
(with only Plaintiffs Social Security and bank account numbers redacted). 
110. 
Through its agreement to make PPP loans via the Loan Documents and as the 
counterparty to the Loan Documents, CPF entered into a binding agreement with Plaintiff and the 
members of the proposed Class to fund their respective PPP loans. 
111. 
Further, CPF had an implied duty to act in good faith and in accordance with fair 
dealing to take all steps necessary to fund Plaintiffs and the Class members' PPP loans pursuant 
to the Loan Documents. 
112. 
Plaintiff and the Class members performed all their obligations under the Loan 
Documents. 
113. 
Defendant CPF breached its obligations to fund Plaintiffs and the Class members' 
PPP loans under the Loan Documents by failing to fund the loans within 10 days of the SBA' s 
approval of the loans and assignment of loan numbers, or at any time thereafter. 
114. 
Moreover, all PPP loan applications require applicants to certify that they have not, 
and will not, receive other PPP loans. 
115. 
As a result, once Plaintiff and the other members of the Class applied for PPP loans 
and their loan applications were approved by the SBA and assigned PPP loan numbers pursuant to 
28 
Case 4:21-cv-01243-BRW   Document 1   Filed 12/29/21   Page 28 of 48

the Loan Documents, Plaintiff and the Class members were no longer able to apply for PPP loans 
with other PPP lenders as they would not be able to certify that they would not receive another 
PPP loan. 
116. 
Plaintiff and the Class members were therefore effectively bound to, and had to rely 
exclusively on, CPF to actually abide by their Loan Document commitments to provide them with 
PPP loan funds that the SBA had already approved. 
117. 
As a result, CPF harmed Plaintiff and the members of the Class in an amount to be 
determined at trial, but not less than the amount of the wrongfully withheld PPP loan proceeds 
plus all other applicable damages to the full extent permissible by law. 
COUNT TWO 
Breach of Contract 
(Against Crossroads) 
118. 
Plaintiff incorporates the allegations from all previous paragraphs as if fully set 
forth herein. 
119. 
This Count is alleged against only defendant Crossroads. 
120. 
As more fully described above, Crossroads exercised substantial control over CPF, 
operated with CPF as a single enterprise, participated in CPF's PPP loan processing practices, and 
exploited CPF's status as an SBA-approved CDFI lender to enrich itself and its corporate insiders 
through improperly obtained funds. 
121. 
Crossroads exercised its control over CPF to cause CPF to forward to Crossroads 
hundreds of millions of dollars in PPP related funds, notwithstanding that CPF had not funded 
Plaintiffs and Class members' loans on account of which CPF received those funds. 
29 
Case 4:21-cv-01243-BRW   Document 1   Filed 12/29/21   Page 29 of 48

122. 
Under the principles of equity and good conscience, Crossroads should not be 
permitted to retain the funds it received as a result of Plaintiffs and Class members' unfunded 
loans, without having first caused CPF to disburse the Plaintiffs and Class members loans. 
123. 
As a result of the foregoing, Crossroads is liable to Plaintiff and Class members as 
CPF's alter ego, for the amount of the wrongfully withheld PPP loan proceeds plus all other 
applicable damages to the full extent permissible by law. 
124. 
As a result of the foregoing, the corporate veil of CPF should be pierced, and 
Crossroads should be held liable to Plaintiff and Class members for the amount of the wrongfully 
withheld PPP loan proceeds plus all other applicable damages to the full extent permissible by law. 
COUNT THREE 
Unjust Enrichment 
(Against Both Defendants) 
125. 
Plaintiff incorporates the allegations from all previous paragraphs as if fully set 
forth herein. 
126. 
Plaintiff alleges this Count only in the alternative, to the extent Plaintiffs breach of 
contract claims fail to adequately compensate Plaintiff and Class members for the Defendants' 
violations as alleged herein. 
127. 
Plaintiff and Class members conferred a monetary benefit on Defendants. 
Specifically, they chose CPF to process and fund their PPP loans. In exchange, upon approval of 
their loans, Plaintiff and Class members should have received the funds to which they were 
entitled. 
128. 
Defendants received PPPLF advances and PPP loan processing fees based, at least 
in part, on the unfunded loans of the Plaintiff and Class members. 
30 
Case 4:21-cv-01243-BRW   Document 1   Filed 12/29/21   Page 30 of 48

129. 
Defendants appreciated or had knowledge of the benefits they received as a result 
of the Plaintiffs and Class members' approved loans and they accepted and retained those benefits. 
Defendants profited from Plaintiffs and Class members' business transactions and used the funds 
resulting therefrom for business purposes and for the personal gain of shareholders. 
130. 
Crossroads controlled and directed the activities of CPF for purposes of the PPP as 
alleged more fully above, and CPF should have timely and properly funded Plaintiffs and Class 
members' PPP loans. 
131. 
Under the principles of equity and good conscience, Defendants should not be 
permitted to retain the funds they received as a result of Plaintiffs and Class members' unfunded 
loans, without having disbursed those or other funds to fund the loans to which Plaintiff and Class 
members were entitled. 
132. 
CPF did not fund those loans, and therefore did not provide full compensation for 
the benefit Plaintiff and Class members provided. 
133. 
As a direct and proximate result of Defendants' conduct, Plaintiff and Class 
members have suffered and will suffer injury. 
134. 
Defendants should not be permitted to unjustly enrich themselves at the expense of 
Plaintiff and Class members, but in equity and good conscience should be required to make 
restitution for all funds acquired as a result of Defendants' unlawful conduct. 
135. 
Defendants should be compelled to disgorge into a common fund or constructive 
trust, for the benefit of Plaintiff and Class members, proceeds that it unjustly received as a result 
of Plaintiffs and Class members' PPP loans. 
31 
Case 4:21-cv-01243-BRW   Document 1   Filed 12/29/21   Page 31 of 48

Prayer for Relief 
Plaintiff, individually and on behalf of the proposed Class, respectfully requests the 
following relief: 
A. 
an order certifying the Class under Rule 23 of the Federal Rules of Civil 
Procedure; naming Plaintiff as representative of the proposed Class; and naming Plaintiffs 
attorneys as counsel for the Class; 
B. 
judgment in favor of Plaintiff and the Class on all applicable counts asserted 
herein; 
C. 
an award of compensatory, consequential and other damages to Plaintiff and 
members of the Class in amounts to be determined at trial to the maximum extent permissible by 
law, plus prejudgment interest; 
D. 
an order of all other forms of monetary relief to the maximum extent permissible 
by law, including payment to Plaintiff and the Class of all PPP loan proceeds owed and due to 
Plaintiff and the members of the Class with interest, as well as disgorgement of all fees CPF 
and/or Crossroads obtained in connection therewith to the maximum extent permissible by law; 
E. 
an order requiring that Defendants, in the alternative and to the extent that 
Plaintiffs breach of contract claim fails to adequately award Plaintiff and the Class their 
damages for the violations alleged herein, disgorge PPP loan fees and proceeds that they unjustly 
received and pay into a common fund for the benefit of Plaintiff and the Class; 
F. 
an award of punitive damages based on Defendants' intentional, wanton and 
malicious conduct, or their reckless disregard of Plaintiffs and the Class members' rights, in 
amounts to be determined at trial to the maximum extent permissible by law; 
32 
Case 4:21-cv-01243-BRW   Document 1   Filed 12/29/21   Page 32 of 48

G. 
an order awarding Plaintiff and the Class their reasonable attorneys' fees and 
expenses and costs of this lawsuit, including but not limited to expert fees and costs, to the 
maximum extent permissible by law; and 
H. 
such other relief as the Court may deem just and proper. 
DEMAND FOR JURY TRIAL 
Pursuant to Federal Rule of Civil Procedure 38(b ), Plaintiff demands a trial by jury of any 
and all issues in this action so triable of right. 
33 
Case 4:21-cv-01243-BRW   Document 1   Filed 12/29/21   Page 33 of 48

Dated: December 29, 2021 
Respectfully submitted, 
FRIDAY, ELDREDGE & CLARK, LLP 
Katherine C. Campbell, AR Bar 2013241 
Marshall S. Ney, AR Bar 91108 
3350 S Pinnacle Hills Pkwy, Suite 301 
Rogers, AR 72758 
T: (479) 695-6049 
F: (501) 244-5389 
kcampbell@fridayfirm.com 
Mmney@fridayfirm.com 
By: /( ci1kl/J (lf Chvpltdt 
Katherine C. Campbell 
BAILEY & GLASSER LLP 
Lawrence J. Lederer 
(pro hac vice admission to be sought) 
Michael L. Murphy 
(pro hac vice admission to be sought) 
Bart D. Cohen 
(pro hac vice admission to be sought) 
1055 Thomas Jefferson Street NW, Suite 540 
Washington, DC 20007 
T.: 
202.463-2101 
F.: 
202.463-2103 
llederer!al,baileyglasser.com 
mmurphy@baileyglasser.com 
bcohen!al,baileyglasser.com 
NOLAN HELLER KAUFFMAN LLP 
Justin A. Heller 
(pro hac vice admission to be sought) 
Matthew M. Zapala 
(pro hac vice admission to be sought) 
80 State Street, 11 th Floor 
Albany, NY 12207 
T.: 
518.449.3300 
jheller<w,nhkllp.com 
mzapala@,nhkllp.com 
34 
Case 4:21-cv-01243-BRW   Document 1   Filed 12/29/21   Page 34 of 48

EXHIBIT A 
Case 4:21-cv-01243-BRW   Document 1   Filed 12/29/21   Page 35 of 48

DocuSign Envelope ID: 3424CDB9-3987-48B9-A86C-D846687B7A3F 
SBM 
U.S. Small Business Administration 
NOTE 
U.S. Small BvimcB Adm,ni1trat1on 
SBA Loan# 
9988328700 
SBA Loan Name 
Paycheck Protection Program 
Date 
4/18/2021 
Loan Amount 
$ 15665 
Interest Rate 
1.00% 
Borrower 
Eric Greathouse 
Operating Company 
Eric Greathouse 
Lender 
Capital Plus Financial 
1. 
PROMISE TO PAY: 
In return for the Loan, Borrower promises to pay to the order of Lender the amount of 
~$~1~5~6~6"""5 ____________________________ Dollars, 
interest on the unpaid principal balance, and all other amounts required by this Note. 
2. 
DEFINITIONS: 
"CARES Act" means the Coronavirus Aid, Relief, and Economic Security Act, Pub. L. No. 116-136, 134 Stat. 281 
(Mar. 27, 2020), as amended by the Economic Aid Act, Pub. L. No. 116-269 (Dec. 27, 2020). 
"Loan" means the loan evidenced by this Note. 
"Loan Documents" means the documents related to this loan signed by Borrower. 
"PPP" means the Paycheck Protection Program under the CARES Act, including the rules, regulations and guidance 
of the SBA with respect thereto. 
"SBA" means the Small Business Administration, an Agency of the United States of America. 
Page 1/6 
SBA Form 147 (Hanmi Bank 01.22.2021) 
Case 4:21-cv-01243-BRW   Document 1   Filed 12/29/21   Page 36 of 48

DocuSign Envelope ID: 3424CDB9-3987-48B9-A86C-D846687B7A3F 
3. 
PAYMENT TERMS: 
Borrower must make all payments at the place Lender designates. The payment terms for this Note are: 
This Loan is made pursuant to the PPP. Borrower agrees that it will comply with all SBA guidance under the CARES Act 
and the PPP as it applies to this Loan, regardless when enacted or supplemented. 
Initial Deferment Period: In accordance with the terms of the PPP, no payments are due on this Loan for ten (10) months 
from the date of first disbursement of this Loan. Interest will continue to accrue during the deferment period. 
Loan Forgiveness: Loan payments will be deferred if the Borrower applies for forgiveness of this Loan until such time 
as Lender receives payoff of the Loan from the SBA. Borrower may apply to Lender for forgiveness under the PPP of the 
amount due on this Loan in an amount equal to the sum of the following allowable costs, as defined in more detail by the 
SBA, incurred by Borrower during the "Covered Period", which shall be between 8- and 24-weeks, beginning on the date 
of first disbursement of this Loan: 
a. 
Payroll Costs 
b. 
Any payment of interest on a covered mortgage obligation (which shall not include any prepayment of, or 
payment of, principal on a covered mortgage obligation) 
c. 
Any payment on a covered rent obligation 
d. 
Any covered utility payment 
e. 
Any covered operating expenditures 
f. 
Any covered uninsured property damage costs 
g. 
Any covered supplier costs 
h. 
Any covered worker protection expenditures 
Subject to the eligible forgiveness amount determined by the SBA, any remaining principal and deferred interest will be 
amortized over the remaining term of this Note in equal monthly payments of principal and interest beginning on the 
eleventh (11 th) month from the date of the end of the Covered Period. Lender shal I provide the calculation of the monthly 
amortization amount to Borrower not later than ten ( I 0) business days prior to the date on which the first payment is due. 
If the Borrower seeks forgiveness under the PPP, it shall submit an application with supporting documentation in 
accordance with the PPP. If the Loan is not fully forgiven, Borrower will remain liable for the full and punctual payment 
and satisfaction of the remaining outstanding principal balance of the Loan plus accrued but unpaid interest. 
Maturity: This Note will mature five (5) years from date of first disbursement of this Loan. 
Repayment Terms: The interest rate on this Note is one percent (I .00%) per year, calculated on a non-adjustable, non-
compounding basis. The interest rate is fixed and will not be changed during the life of the Loan. 
Borrower must pay principal and interest payments every month, beginning the eleventh (11th) month from the date of 
end of the Covered Period. Payments must be made on the first calendar day in the months they are due. 
Lender will apply each installment payment first to pay interest accrued to the day Lender receives the payment, then 
to bring principal current, then to pay any late fees, and will apply any remaining balance to reduce principal. 
All remaining principal and accrued interest is due and payable in five (5) years from first disbursement of this Loan. 
Loan Repayment: Notwithstanding any provision in this Note to the contrary, Borrower may prepay this Note at any 
time without penalty. 
Non-Recourse: Lender and SBA shall have no recourse against any individual shareholder, member or partner of 
Borrower for non-payment of the Loan, except to the extent that such shareholder, member or partner uses the Loan 
proceeds for an unauthorized purpose. 
SBA Form 147 (Hanmi Bank 01.22.2021) 
Page 2/6 
Case 4:21-cv-01243-BRW   Document 1   Filed 12/29/21   Page 37 of 48

DocuSign Envelope ID: 3424CDB9-3987-48B9-A86C-D846687B7 A3F 
4. 
DEFAULT: 
Borrower is in default under this Note if Borrower does not make a payment when due under this Note, or if Borrower 
or Operating Company: 
A. 
Fails to do anything required by this Note and other Loan Documents; 
B. 
Defaults on any other loan with Lender; 
C. 
Does not disclose, or anyone acting on their behalf does not disclose, any material fact to Lender or SBA; 
D. 
Makes, or anyone acting on their behalf makes, a materially false or misleading representation to Lender or SBA; 
E. 
Defaults on any loan or agreement with another creditor, if Lender believes the default may materially affect 
Borrower's ability to pay this Note; 
F. 
Fails to pay any taxes when due; 
G. 
Becomes the subject of a proceeding under any bankruptcy or insolvency law; 
H. 
Has a receiver or liquidator appointed for any part of their business or property; 
I. 
Makes an assignment for the benefit of creditors; 
J. 
Has any adverse change in financial condition or business operation that Lender believes may materially affect 
Borrower 's ability to pay this Note; 
K. 
Reorganizes, merges, consolidates, or otherwise changes ownership or business structure without Lender 'sprior 
written consent; or 
L. 
Becomes the subject ofa civil or criminal action that Lender believes may materially affect Borrower's ability to 
pay this Note. 
5. 
LENDER'S RIGHTS IF THERE IS A DEF AULT: 
Without notice or demand and without giving up any of its rights. Lender may: 
A. 
Require immediate payment of all amounts owing under this Note; 
B. 
Collect all amounts owning from the Borrower; or 
C. 
File suit and obtain judgment. 
6. 
LENDER'S GENERAL POWERS: 
Without notice and without Borrower's consent, Lender may: 
A. 
Incur expenses to collect amounts due under this Note, enforce the terms of this Note or any other Loan Document. If 
Among other things, the expenses may include reasonable attorney's fees and costs. Lender incurs any such 
expenses, it may demand immediate repayment from Borrower or add the expenses to the principal balance; 
B. 
Transfer or sell this Note; 
C. 
Release anyone obligated to pay this Note;and 
D. 
Take any action necessary to collect amounts owing on this Note. 
7. 
WHEN FEDERAL LAW APPLIES: 
When SBA is the holder, this Note will be interpreted and enforced under federal law, including SBA regulations. 
Lender or SBA may use state or local procedures for filing papers, recording documents, giving notice, foreclosing 
liens, and other purposes. By using such procedures, SBA does not waive any federal immunity from state or local 
control, penalty, tax, or liability. As to this Note, Borrower may not claim or assert against SBA any local or state law 
to deny any obligation, defeat any claim of SBA, or preempt federal law. 
Page 3/6 
SBAFonn 147 (Hanmi Bank 01.22.2021) 
Case 4:21-cv-01243-BRW   Document 1   Filed 12/29/21   Page 38 of 48

DocuSign Envelope ID: 3424CDB9-3987-4889-A86C-D84668787A3F 
8. 
SUCCESSORS AND ASSIGNS: 
Under this Note, Borrower and Operating Company include the successors of each, and Lender includes its successors 
and assigns. 
9. 
GENERAL PROVISIONS: 
A. 
All individuals and entities signing this Note are jointly and severally liable; 
B. 
Borrower waives all suretyship defenses; 
C. 
Borrower must sign all documents necessary at any time to comply with the Loan Documents and to enable Lender to 
comply with SBA requirements pursuant to the CARES Act and the PPP; 
D. Lender may exercise any of its rights separately or together, as many times and in any order it chooses. Lender may 
delay or forgo enforcing any of its rights without giving up any of them; 
E. 
Borrower may not use an oral statement of Lender or SBA that contradict or alter the written terrns of this Note. 
F. 
If any part of this Note is unenforceable, all other parts remain in effect; 
G. To the extent allowed by law, Borrower waives all demands and notices in connection with this Note, including 
presentment, demand, protest, and notice of dishonor. Borrower also waives any defenses based upon any claim that 
Lender did not obtain any guarantee. 
I 0. ASSIGNMENT: AGREEMENT TO MAKE CHANGES TO THIS NOTE. 
This Note is assignable by Lender in whole or in part without the consent of Borrower (including, without limitation, any 
assignment to SBA or any third-party at SBA's direction) and is assignable by Borrower with the written consent of 
Lender. Borrower acknowledges that in order to disburse the loan proceeds to Borrower at the earliest possible time, 
Lender has prepared this Note based on its current understanding of the PPP. Borrower agrees that, if Lender deems it 
necessary or appropriate to amend this Note in any respect in order for this Note to comply with the PPP or for the SBA to 
guarantee all or any portion of the amounts outstanding under this Note, Borrower will sign and deliver to Lender any 
amendment to this Note or a new note in replacement of this Note, with the terrns of any amendment or new Note 
retroactive to the date of this Note. Borrower will also execute any additional documentation the Lender or SBA requests 
that Lender or SBA believes is consistent with the purposes of the PPP. 
Page 4/6 
SBA Form 147 (Hanmi Bank 01.22.2021) 
Case 4:21-cv-01243-BRW   Document 1   Filed 12/29/21   Page 39 of 48

DocuSign Envelope ID: 3424CDB9-3987-48B9-A86C-D846687B7A3F 
11. 
ST ATE-SPECIFIC PROVISIONS: 
Unless otherwise prohibited by law, the following additional provisions will apply: 
Release of Lender. In consideration of the agreement of the Lender to provide this Note, and other good and 
valuable consideration, which consideration is agreed by Borrower to be good and sufficient, Borrower RELEASES, 
ACQUITS AND FOREVER DISCHARGES the Lender, its directors, officers, shareholders, agents, contractors, 
employees, affiliates, attorneys, successors and assigns from any and all claims, demands, liens, damages, actions 
or suits, of whatsoever nature or character, whether statutory {including without limitation usury and deceptive trade 
practices claims), in contract or in tort, known or unknown, which have accrued or may accrue to Borrower or any 
creditor or affiliate of Borrower on account of any injuries, damages or losses or otherwise arising out of or in any 
way connected to {i) any extension of credit by the Lender to Borrower on or prior to the date hereof, or {ii) any 
matter or thing done, omitted or suffered to be done by the Lender, its directors, officers, shareholders, agents, 
employees, affiliates, attorneys, predecessors or assignors on or prior to the date hereof. 
Notwithstanding anything else contained herein, this Note is not secured and there are no guarantors. 
Page 5/6 
SBA Form 147 (Hanmi Bank 01.22.2021) 
Case 4:21-cv-01243-BRW   Document 1   Filed 12/29/21   Page 40 of 48

DocuSign Envelope ID: 3424CDB9-3987-48B9-A86C-D846687B7A3F 
12. 
BORROWER 'SNAME(S) ANDSIGNATURE(S): 
By signing below, each individual or entity becomes obligated under this Note as Borrower. 
BORROWER: Eric Greathouse 
~-· 
By 
b c Url/1 
711447 A2B1B3404 ... 
By _____________ _ 
By ____________ _ 
By _____________ _ 
Page 6/6 
SBA Form 147 (Hanmi Bank 01.22.2021) 
Case 4:21-cv-01243-BRW   Document 1   Filed 12/29/21   Page 41 of 48

DocuSign Envelope ID: 3424CDB9-3987-48B9-A86C-D846687B7A3F 
RE: 
ADDITIONAL AND CORRECTION DOCUMENTS AGREEMENT 
(ERRORS AND OMISSIONS AGREEMENT) 
Loan by Lender, Capital Plus Financial, LLC to Eric Greathouse 
, a(n) 
_ln_d_e..;.p_e_n_d_e_nt_C_o_n_t_ra_c_to_r _______ _, in the amount of $_1_5_66_5 _______ _ 
In consideration of Capital Plus Financial, LLC, located at 2247 Central Drive, Bedford, Texas 76021, (hereinafter 
called "Lender") making the above loan, each of the undersigned, jointly and severally, do hereby agree as follows: 
1. 
In the event the promissory note or any other document or other writing evidencing, securing or pertaining 
to the above loan is misplaced or lost or incorrectly reflects the true and correct terms, conditions or provisions of the loan 
in the opinion of Lender, each of the undersigned shall execute, acknowledge, initial and deliver to Lender all documents 
and other writings that Lender requests which Lender deems necessary to replace or correct any misplaced, lost or incorrect 
document or other writing; and 
2. 
In the event Lender deems it necessary that any additional documents or other writings be executed by any 
of the undersigned in connection with or pertaining to the above loan which have not been requested to be executed by the 
undersigned on or before the date hereof (or which were requested but not executed for any reason whatsoever), each of 
the undersigned shall execute, acknowledge, initial and deliver to Lender all such additional documents or other writings 
that Lender may reasonably request in connection with such loan; and 
3. 
Each of the undersigned further agrees to execute, acknowledge, initial and deliver to Lender all such 
documents and writings and pay such additional sums requested by Lender within ten (10) days after Lender requests 
same. Any request by Lender shall be deemed given and received on the earlier of (i) the date such request is actually 
received by one of the undersigned or (ii) three (3) days after such request is mailed, postage prepaid and addressed to 
any of the undersigned at the last known address of the undersigned in accordance with the records of Lender, whichever 
date occurs first; and 
4. 
If any of the undersigned refuses or fails within such ten (10) day period to (i) execute, acknowledge, initial 
and deliver any such document or other writing requested by Lender, or (ii) pay any such fees, expenses, costs or interest, 
each of the undersigned, jointly and severally, agree to pay to Lender all losses, damages and expenses paid or incurred 
by Lender in any manner emanating therefrom or connected therewith, including (but not limited to) reasonable attorney's 
fees, and each of the undersigned further agree that any such failure or refusal shall constitute a default and an Event of 
Default under the note and all other writings evidencing, securing or pertaining to said loan; and 
5. 
Each of the undersigned hereby acknowledges that Lender is relying upon this agreement in making the 
above loan and that Lender would not make such loan unless each of the undersigned execute and deliver this agreement; 
and each of the undersigned further agree that this agreement (i) shall inure to the benefit of Lender and each subsequent 
holder of the note evidencing such loan, and (ii) shall be binding upon each of the undersigned and upon each of the heirs, 
personal representatives, successors and assigns of each of the undersigned. 
EXECUTED 4/18/2021 
BORROWER: 
Eric Greathouse 
A(n) 
Independent Contractor 
~Doculllgned i,,: 
By: 
.b (! M-.. 
711447A2818~ ... 
Name: Eric Greathouse 
Title: Owner 
Case 4:21-cv-01243-BRW   Document 1   Filed 12/29/21   Page 42 of 48

DocuSign Envelope ID: 3424CDB9-3987-48B9-A86C-D846687B7A3F 
I, Eric Greathouse 
BUSINESS PURPOSE STATEMENT 
(SBA Paycheck Protection Program) 
, Owner 
of Eric Greathouse 
a(n) ______ 
...;.l_nd=-e""'p"""e-n=d=e""'nt.a...C=on"'"t""ra=c=to=r"------'' state as follows: 
1. 
To induce Capital Plus Financial, LLC, 2247 Central Drive, Bedfiord, Texas 76021, to 
extend credit to Eric Greathouse 
, a(n) _____ 
...;.l"""nd=e=p'""e"'"'n=de=n=t""'C""'o-n=tr..::aa=ct=o.a...r _,, 
I represent that the proceeds of the loan in the amount of $_1 ___ 5""6~6~5 ________ will 
be 
used 
only for the following purpose(s): 
Business related purposes as authorized by the U.S. Small Business Administration Paycheck 
Protection Program and as specified in the loan application. 
2. 
I understand that the above-stated purpose is for business or commercial purposes only 
and that you are relying upon these representations in not making Truth-in-Lending disclosures pursuant 
to 15 U.S.C. Section 1601, in connection with this loan. 
EXECUTED 4/18/2021 
Case 4:21-cv-01243-BRW   Document 1   Filed 12/29/21   Page 43 of 48

DocuSign Envelope ID: 3424CDB9-3987-48B9-A86C-D846687B7A3F 
NOTICE • NO ORAL AGREEMENTS 
RE: 
Loan by Lender, Capital Plus Financial, LLC to Borrower, -=E.._ri.,..c_.G,_r...,ea.._t...,h...,ou=s=e...._ _____ _, 
a(n) ______ ... 
ln=d=e.._pe=n .... d._.e""n.._t =C...,on .... t...,ra=ct=o=-r __ 
,, in the amount of $...,1=5...,66=5 _______ . 
THE WRITTEN LOAN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE 
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR 
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. 
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. 
"Loan Agreement" means one or more promises, promissory notes, agreements, undertakings, 
security agreements, deeds of trust or other documents or commitments, or any combination of those 
actions or documents, pursuant to which a financial institution loans or delays repayment of or agrees to 
loan or delay repayment of money, goods, or another thing of value or to otherwise extend credit or make 
a financial accommodation. 
EXECUTED 4/18/2021 
LENDER: 
CAPITAL PLUS FINANCIAL, LLC 
By: 
----§i--
~~= ,";'. __ _ 
Name: _F_a_rz_a_n_a_G_,ig.._a ________ _ 
Title: 
CFO 
BORROWER: 
Eric Greathouse 
A(n) 
Independent Contractor 
@Doculllgnad llr-
By: 
c:::;))c Drlf• 
711447A281B3404 .•. 
Name: 
Eric Greathouse 
Title: 
Owner 
Case 4:21-cv-01243-BRW   Document 1   Filed 12/29/21   Page 44 of 48

DocuSign Envelope ID: 3424CDB9-3987-48B9-A86C-D846687B7A3F 
WRITTEN CONSENT OF GOVERNING BODY 
(SBA PPP loan) 
Pursuant to applicable law, the undersigned, being the appropriate governing body pursuant to the 
governing documents for the borrowing entity designated on the signature page hereof ("Company"), 
hereby consent to the adoption of and do hereby adopt the following resolutions and acknowledge that 
Capital Plus Financial, LLC ("Lender") is relying on the effectiveness hereof in making a loan to Company 
under the Paycheck Protection Program Second Draw Loans of the Small Business Administration ("SBA") 
as authorized under Section 311 of the Economic Aid to Hard-Hit Small Businesses, Nonprofits, and 
Venues Act ("Economic Aid Act"): 
RESOLVED, that the undersigned hereby authorizes the Authorized Person named below as the 
appropriate person pursuant to the governing documents of the Company ("Authorized Person"), 
for and on behalf and in the name of the Company, to take such action necessary for the Company 
to borrow money and to obtain credit from the Lender, with its principal office located in Dallas, 
Texas, in the amount stated in the promissory note executed by Company and payable to Lender 
(the "Loan") and dated on or about the date hereof, hereinafter called the "Loan", including any 
renewals, extensions, consolidations or rearrangements of such indebtedness, upon such terms 
and at such rates as he or she deems reasonable; 
BE IT FURTHER RESOLVED, that the undersigned hereby authorizes the Authorized Person, for 
and on behalf and in the name of the Company to prepare, execute and deliver any and all 
applications, certifications, promissory notes, loan agreements and any and all other documents 
and to perform any and all acts which may be necessary or proper to effect the borrowing and to 
execute and deliver any and all instruments and perform any and all acts required by the Lender 
and/or the SBA in connection with any matters herein contained, including any renewals, 
extensions, consolidations or rearrangements of such indebtedness, upon such terms and at such 
rates as the Authorized Person, in his or her sole discretion, deems reasonable; 
BE IT FURTHER RESOLVED, that all the acts and deeds done or to be done by the Authorized 
Person, in connection with the execution and delivery of any promissory notes, loan agreements, 
and any and all other documents, and any and all acts which may be necessary or proper to effect 
the borrowing, are hereby authorized, adopted, ratified, confirmed and approved as the acts and 
deeds of Company; 
BE IT FURTHER RESOLVED, that the Authorized Person be and is hereby authorized and 
directed to take such other action and deliver such additional instruments in the name of and on 
behalf of Company, or otherwise to do all such further acts and things that the Authorized Person 
shall deem necessary or proper in order to effectively perform all of the obligations and agreements 
expressed to be kept and performed by Company, pursuant to the provisions of any promissory 
notes, loan agreements and any and all other documents and to perform any and all acts which 
may be necessary or proper to effect the borrowing described above; 
BE IT FURTHER RESOLVED, that any government agency, including but not limited to, the SBA, 
may also rely on this Written Consent when identifying any Authorized Person for purposes of any 
loan guaranty, loan forgiveness, or other government program related to the Loan; and 
BE IT FURTHER RESOLVED, that any and all acts authorized pursuant to this Written Consent 
and performed prior to the execution of this Written Consent are hereby ratified and approved. 
This Written Consent shall be continuing and shall remain in full force and effect until written notice 
of its revocation shall have been delivered to the Lender and receipt acknowledged by the Lender 
in writing. 
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK - SIGNATURES ON FOLLOWING PAGE] 
Case 4:21-cv-01243-BRW   Document 1   Filed 12/29/21   Page 45 of 48

DocuSign Envelope ID: 3424CDB9-3987-4889-A86C-084668787A3F 
IN WITNESS WHEREOF, the undersigned have executed this consent effective as of 4/18/2021 
AUTHORIZED PERSON: 
Eric Greathouse 
A(n) 
Independent Contractor 
~Doculllgnad i,,: 
By: 
~ 
_be Usg1 
711447A28183404 ... 
Name: 
Eric Greathouse 
Title: 
Owner 
Case 4:21-cv-01243-BRW   Document 1   Filed 12/29/21   Page 46 of 48

DocuSign Envelope ID: 3424CDB9-3987-48B9-A86C-D846687B7A3F 
Form W•9 
Request for Taxpayer 
Identification Number and Certification 
(Rev. October 2018) 
Department of the Treasury 
Internal Revenue Service 
• Go to www.irs.gov/FonnW9 for instructions and the latest information. 
1 Name (as shown on your income tax retum). Name is required on this line; do not leave this line blank. 
Eric Greathouse 
2 Business name/disregarded entity name, if different from above 
Eric Greathouse 
<'> 
3 Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check only one of the 
f 
following seven boxes. 
5 
• Ill 
!. § 
a-t; 
~s 
C Ill 
·c .5 
a. u 
:E u 
~ Individual/sole proprietor or 
single-member LLC 
D C Corporation 
D S Corporation 
D Partnership 
D Trust/estate 
D Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership) •----
Note: Check the appropriate box in the line above for the tax classification of the single-member owner. Do not check 
LLC if the LLC is classified as a single-member LLC that is disregarded from the owner unless the owner of the LLC is 
another LLC that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single-member LLC that 
is disregarded from the owner should check the appropriate box for the tax classification of its owner. 
D Other (see instructions)• 
Give Form to the 
requester. Do not 
send to the IRS. 
4 Exemptions (codes apply only to 
certain entities, not individuals; see 
instructions on page 3): 
Exempt payee code Of any) ----
Exemption from FATCA reporting 
code (if any) 
(Appl,es to accounts ma,nta,ned outside rhe U.S.) 
J 5 Address (number, street, and apt. or suite no.) See instructions. 
Requester's name and address (optional) 
l 1---2_1_0_3_W_5_th_S_t ----------------------4 
6 City, state, and ZIP code 
Russellville 
AR 
72801 
7 List account number(s) here (optional) 
Taxpayer Identification Number (TIN) 
Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid 
backup withholding. For individuals, this is generally your social security number (SSN). However, for a 
resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other 
entities, it is your employer identification number (EIN). If you do not have a number, see How to get a 
TIN, later. 
or 
Note: If the account is in more than one name, see the instructions for line 1. Also see What Name and 
Number To Give the Requester for guidelines on whose number to enter. 
I Employer Identification number 
Certification 
Under penalties of perjury, I certify that: 
1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and 
2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue 
Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am 
no longer subject to backup withholding; and 
3. I am a U.S. citizen or other U.S. person (defined below); and 
4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. 
Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because 
you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, 
acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments 
other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions for Part II, later. 
Sign 
Here 
Signature of 
U.S. person 
General lnstructlon2sB3404 ... 
Section references are to the Internal Revenue Code unless otherwise 
noted. 
Future developments. For the latest information about developments 
related to Form W-9 and its instructions, such as legislation enacted 
after they were published, go to www.irs.gov/FormW9. 
Purpose of Form 
An individual or entity (Form W-9 requester) who is required to file an 
information return with the IRS must obtain your correct taxpayer 
identification number (TIN) which may be your social security number 
(SSN), individual taxpayer identification number (ITIN), adoption 
taxpayer identification number (ATIN), or employer identification number 
(EIN), to report on an information return the amount paid to you, or other 
amount reportable on an information return. Examples of information 
returns include, but are not limited to, the following. 
• Form 1099-INT (interest earned or paid) 
Cat. No. 10231X 
Date• 4/18/2021 
• Form 1099-DIV (dividends, including those from stocks or mutual 
funds) 
• Form 1099-MISC (various types of income, prizes, awards, or gross 
proceeds) 
• Form 1099-B (stock or mutual fund sales and certain other 
transactions by brokers) 
• Form 1099-S (proceeds from real estate transactions) 
• Form 1099-K (merchant card and third party network transactions) 
• Form 1098 (home mortgage interest), 1098-E (student loan interest), 
1098-T (tuition) 
• Form 1099-C (canceled debt) 
• Form 1099-A (acquisition or abandonment of secured property) 
Use Form W-9 only if you are a U.S. person (including a resident 
alien), to provide your correct TIN. 
If you do not retum Form W-9 to the requester with a TIN, you might 
be subject to backup withholding. See What is backup withholding, 
later. 
Form W-9 (Rev. 10-2018) 
Case 4:21-cv-01243-BRW   Document 1   Filed 12/29/21   Page 47 of 48

DocuSign Envelope ID: 3424CDB9-3987-48B9-A86C-D846687B7A3F 
Information and Bank Account Certification and Authorization: 
I acknowledge that the lender has to its best ability confirmed the ownership and active status of the depository 
account at the Financial Institution listed as required in the documents submitted to the SBA for PPP loan 
approval. I understand, acknowledge, and agree that the Lender or its' partners can share any financial 
information that I have provided with along with the SBA's authorized representatives, including authorized 
representatives of the SBA Office of Inspector General, or any of its affiliates or partners for the purpose of 
compliance, accuracy, and verification of good standing to comply with all SBA Loan Program Requirements 
and or any and all SBA reviews. 
I, Eric Greathouse 
certify in good faith to the below information to be the rightful and 
correct owner of the account and am responsible for the accuracy and information provided below and authorize 
the lender and or its affiliates or partners to deposit the loan proceeds on the company's behalf. I further certify 
that the account information provided below is true and accurate in all material respects. 
BANK NAME: 
Evolve Bank & Trust 
ACCOUNT NAME: Eric Greathouse 
ACCOUNT NUMBER: 
ROUTING NUMBER: 
084106768 
Case 4:21-cv-01243-BRW   Document 1   Filed 12/29/21   Page 48 of 48

File and source

File

Greathouse_v._Capital_Plus_Financial_LLC__ared_4-21-cv-01243__doc1__gov.uscourts.ared.131205.1.0.pdf

Size

886,630 bytes

SHA-256

e1219459ee3df59b1fdfdd78f97041292508f5028906184082539c624fcbbfec

Our copy

Greathouse_v._Capital_Plus_Financial_LLC__ared_4-21-cv-01243__doc1__gov.uscourts.ared.131205.1.0.pdf

Original

storage.courtlistener.com