IN THE UNITED STATES DISTRICT COURT 

FOR THE NORTHERN DISTRICT OF ILLINOIS 

EASTERN DIVISION 

SHA-POPPIN GOURMET POPCORN LLC, 

an Illinois limited liability company, 

individually and on behalf of all others 

similarly situated,

Plaintiff,

v.

JPMORGAN CHASE BANK, N.A., an Ohio 

corporation, and, 

PHUNWARE INC., a Delaware corporation, 

individually and on behalf of all others 

similarly situated, 

Defendants.

Case No. 1:20-cv-2523 

Hon. Joan B. Gottschall 

FIRST AMENDED CLASS ACTION COMPLAINT AND DEMAND FOR JURY TRIAL 

Plaintiff Sha-Poppin Gourmet Popcorn LLC (“Sha-Poppin” or “Plaintiff”) individually 

and on behalf of all others similarly situated, brings this Class Action Complaint and Demand 

for Jury Trial against Defendant JPMorgan Chase Bank, N.A (“Chase”), and separately, 

Phunware, Inc. (“Phunware”), individually and on behalf of a Defendant Class, to obtain redress 

for Defendants’ efforts to cheat Plaintiff and countless small businesses out of their right to 

apply for and receive federal stimulus funding in a moment of national crisis. Plaintiff alleges as 

follows upon personal knowledge as to itself and its own acts and experiences and, as to all 

other matters, upon information and belief.

INTRODUCTION 

1. In the past two months, COVID-19 has destroyed national commerce and

shuttered countless businesses across virtually all sectors. Responding to mass layoffs occurring 

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around the country—with the threat of far more to come—Congress created a program that 

would quickly distribute money to small businesses like Plaintiff on a first-come, first-served 

basis. Time was of the essence. 

2. Defendant Chase is a multi-trillion dollar banking entity, highly sophisticated 

market actor, and hardly one willing to let a crisis go to waste. 

3. Congress’ plan to aid small businesses was enacted into law on March 27, 2020. 

In its initial form, the Small Business Administration’s (“SBA”) Paycheck Protection Program 

(“PPP”) authorized up to $349 billion in forgivable loans to small businesses to cover payroll 

and other expenses. This money was meant to provide a critical and immediate life raft to 

businesses who have been shut down pursuant to their state’s “stay at home” order, or have been 

effectively shuttered due to a dramatic drop-off in business. 

4. Speed and straightforwardness were to be the hallmarks of the PPP. Small 

businesses and sole proprietorships were to be able to apply through SBA-approved lenders as 

soon as the application window opened, get in line, and wait their turn to be approved. 

5. Chase, however, saw an opportunity to help its established and better-heeled 

clients by helping them break a rule ingrained in virtually all Americans since pre-school: no 

line-cutting. 

6. As the federal government was ramping up to allow small businesses to apply for 

PPP loans, Chase decided to ensure that its favored clients would be provided special assistance 

to make sure their loan applications were submitted quickly, accurately, and without a hitch. 

Everyone else, meanwhile, would have to try to submit an application through a non-functional 

web portal—or look elsewhere. 

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7. Plaintiff, a customer of Chase’s Business Banking platform, is a small Illinoisbased popcorn seller without the clout and resources of Chase’s favored clients. Due to Chase’s 

prioritizing of its favored customers over Plaintiff—and countless other businesses like it—

Plaintiff was impeded in applying for a PPP loan through Chase, at one point implicitly 

encouraged to seek a loan elsewhere, and ultimately, received a far smaller loan than it would 

have otherwise received if Chase had allowed it to apply on April 3, 2020 (as it tried to do). 

8. As a result, Plaintiff is now on the brink as it desperately tries to keep its 

employees on. Such is the case with so many other businesses who were put in harm’s way by 

Chase’s pampering of its prized clients such as Ruth’s Chris Steakhouse (“RCSH”) and 

Phunware, along with other national operations with billions of dollars in combined revenue that 

are members of the Defendant Class, such as Shake Shack, MannKind, and Potbelly. Many of 

these companies received millions, and in some cases, $10 million or more from Defendant 

Chase through its preferred client approval process. Defendant Phunware is a multi-million 

vendor for the President’s re-election campaign that named a former JPMorgan Chase as its 

corporate board chair on March 30, 2020—just one day after the PPP program was passed by 

Congress—and received PPP funding within 2 days of its April 8 application. 

9. All the while, approximately 6% of Chase’s 300,000 Business Banking customers 

that tried to apply for PPP loans through cases were successful, while nearly 100% of Chase’s 

Commercial Banking clients were approved. 

10. Despite knowing its intentional stalling tactics would inevitably leave many 

businesses’ applications unprocessed, untimely submitted, or gratuitously delayed as time was 

quickly running out, Chase concealed its practices from Plaintiff. It did so knowingly, out of a 

combination of elite favoritism and, to be sure, at least some additional profit. 

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11. As a direct result of Chase’s and the Defendant Class’ acts and omissions, 

Plaintiff and countless small businesses have lost out on their ability to apply for PPP loans, or 

received far smaller loans than they otherwise would have. As such, Plaintiff brings this Class 

Action Complaint in order to vindicate its rights, and those of small businesses everywhere who 

are similarly situated, and to hold Defendants accountable. 

PARTIES

12. Plaintiff Sha-Poppin is a limited liability company formed under the laws of the 

State of Illinois, with its principal place of business in Illinois, and whose management resides in 

Illinois—as such, it is a citizen of Illinois. 

13. Defendant JPMorgan Chase Bank, N.A., is a company and subsidiary of 

JPMorgan Chase & Co., with its principal place of business located at 1111 Polaris Parkway, 

Columbus, Ohio 43240. Chase conducts substantial business throughout this District and the 

State of Illinois, and throughout the United States. 

14. [Paragraph deleted on amendment.] 

15. [Paragraph deleted on amendment.] 

16. Defendant Phunware, Inc. is a Delaware corporation with its principal place of 

business located at 7800 Shoal Creek Bouvard, Suite 230-S, Austin, Texas 78757. Defendant 

Phunware conducts substantial business throughout this District and the State of Illinois, and 

throughout the United States. Phunware is a digital technology company that specializes in the 

mass collection of smartphone location data and is actively working for President Donald 

Trump’s re-election campaign. 

JURISDICTION AND VENUE

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17. This Court has subject matter jurisdiction over Plaintiff’s claims under 28 U.S.C. 

§ 1332(d)(2) because, as to all proposed Classes and Subclasses, (a) at least one member of the 

Class, which consists of at least 100 members, is a citizen of a different state than Defendant, (b) 

the amount in controversy exceeds $5,000,000, exclusive of interest and costs, and (c) none of 

the exceptions under that subsection apply to this action. 

18. This Court has personal jurisdiction over Defendant Chase because it conducts 

significant business in this State, including establishing consumer and business contracts here, 

because a substantial amount of the conduct giving rise to this action occurred in this State, and 

because Defendant Chase withheld material information from Plaintiff (and other entities in this 

State) when it had a duty to speak. 

19. This Court has personal jurisdiction over Defendant Phunware, Inc. because it

conducts significant business in this State, including establishing consumer and business 

contracts here, because at least some of their conduct giving rise to this action occurred in and/or 

was directed at this state, including, but not limited to, to the extent that any individuals and/or 

entities including and/or affiliated with Defendants received PPP loan funds after applying for a 

loan through Chase. 

20. Venue is proper in this District pursuant to 28 U.S.C. § 1391 because a substantial 

part of the events and omissions giving rise to Plaintiff’s claims occurred in and/or emanated 

from this District. 

FACTUAL BACKGROUND 

I. Congress Establishes the PPP to Quickly Provide Struggling Businesses a Lifeline. 

21. On March 11, 2020, the COVID-19 outbreak—which had first been identified 

several months prior—was designated as a pandemic by the World Health Organization (WHO). 

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President Trump followed suit on March 13, 2020, declaring the pandemic of sufficient severity 

to warrant an emergency declaration for all States, territories, and the District of Columbia. 

22. Shortly thereafter, Governors from states across the nation began to publicly 

announce an escalating series of various “stay at home” orders that limited public gatherings, 

deemed certain business sectors “essential,” mandated the partial or complete closure of normal 

business operations for businesses not deemed “essential,” and placed stringent requirements on 

many businesses deemed “essential” in order for them to continue operating. 

23. This economic fallout from COVID-19, and the national response to it, was

immediate and enormous. Countless businesses in “stay at home” order states across the nation 

were forced by law to overhaul their business models, scale back their business dramatically, or 

shutter—either temporarily or permanently. Foot traffic in all businesses also took a sharp 

downturn as the public began to avoid public spaces of all types, further harming businesses’ 

ability to stay afloat. Furloughs and layoffs were rampant in the private sector. Unemployment 

insurance filings reached record levels. The major stock indices plummeted, erasing trillions of 

dollars in shareholder value and retirement accounts. 

24. The federal government faced overwhelming public pressure to respond to this 

national economic disaster, with the knowledge that time was of the essence to prevent further 

disruption and destruction—particularly among small businesses. As such, on March 27, 2020, 

President Trump signed the Coronavirus Aid, Relief, and Economic Security Act (“CARES 

Act”) into law. 

25. To say this legislation was unprecedented is, frankly, an understatement. 

Amounting to approximately $2 trillion, it is the single-largest economic stimulus bill in 

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American history, underscoring the scope of the threat Congress believed it was facing—and the 

importance of dramatic, immediate action to put money in the pockets of people and businesses. 

26. Critically, the CARES Act created a $349 billion loan program for businesses 

with fewer than five hundred employees: the PPP. The goal of the PPP was to provide American 

small businesses with eight weeks’ worth of funds to assist in covering payroll, rent, and 

benefits, through fully federally guaranteed loans administered by the SBA.1 

27. Really, PPP loans operate more like grants if the recipient is able to follow certain 

rules, including that at least 75 percent of the loan goes toward payroll, and that salaries and 

wages of employees making under $100,000 in the past year are not decreased more than 25 

percent.2

 Businesses that follow these rules are permitted to submit a request to their SBA lender 

servicing the loan for total forgiveness—otherwise, the loan matures in two years and carries a 1 

percent interest rate.3

 

28. The SBA was charged with creating the PPP implementing regulations. It issued 

the first interim final rule (“Initial Rule”) on April 2, 2020, and the window for businesses to 

begin applying for PPP loans was to open with all SBA-affiliated lenders on April 3, 2020. 

29. A key piece of the PPP was that applications be opened and funds be distributed 

on a “first-come, first-served” basis—that is, SBA’s was to process applications and distribute 

funds based on the order in which they were received.4 This made the SBA’s list of approved 

lenders key gatekeepers in this process, by extension, as they certainly understood. Because the 

1

 Small Bus. Admin., Docket No. SBA-2020-0015, 13 CFR Part 120, Paycheck Protection 

Program 3245–AH34, Interim Final Rule, 85 Fed. Reg. 20814 § (2)(o) (Apr. 15, 2020). 

2 85 Fed. Reg. 20812 § e; id. at 20813 § (2)(o). 

3 Id. at 20813 § (2)(j). 

4

 Id. at 20813 § (2)(m); see also https://home.treasury.gov/system/files/136/PPP--

IFRN%20FINAL.pdf. 

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PPP was to be administered only through SBA-approved lenders, and because applicants could 

only access funds from the single pot of $349 billion allocated for the program (unless it was 

replenished), applying for a loan through an SBA-approved lender quickly and properly would 

be critical, and the lenders would have to play a role in ensuring that applications were fairly 

processed in the order that they were received, to the extent feasible.5

30. The PPP contains other limitations, as well. For instance, each business applicant 

may only receive one loan through the PPP. Thus, “if you apply for a PPP loan you should 

consider applying for the maximum amount,” per the Final Interim Rule.6 This strongly 

incentivized applicants to do precisely this, and to put their hopes in being awarded their full 

loan request before the PPP loan fund ran dry. 

31. Knowing that SBA-affiliated lenders would face a crush of applications for PPP 

loans, Congress added a juicy carrot to the stick: for each loan processed and approved, the bank 

would receive an origination fee of 5 percent on loans up to $350,000; 3 percent on loans 

between $350,000 and $2 million; and 1 percent on loans between $2 million and $10 million.7 

II. Chase Works Behind the Scenes to Protect Its Friends and Pad its Profits. 

32. Chase is an SBA-affiliated lender authorized to process loan requests for the PPP. 

It is a highly sophisticated entity with a 220 year-long history, over 5,000 bank branches 

nationwide, and over $2 trillion in assets—larger than the GDP of all but seven countries. 

5

 85 Fed. Reg. 20815 § (3)(a) (“Who is eligible to make PPP loans?”, then listing the 

categories of lender eligible to make PPP loans). 

6

 Id. at 20813 § (2)(k). 

7

 Id. at 20816 § (3)(d); see also PAYCHECK PROTECTION PROGRAM (PPP) 

INFORMATION SHEET, 

https://home.treasury.gov/system/files/136/PPP%20Lender%20Information%20Fact%20Sheet.p

df.

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33. Chase, like other SBA-approved lenders participating in the PPP, serves as the 

intermediary and gatekeeper between putative borrowers and the SBA. No one can access the 

PPP without going through Chase or another approved lender. 

34. Chase’s primary business is not, however, the processing of loans for a federal 

economic stimulus program. It operates in countless banking sectors, and has a diverse, 

sophisticated clientele—some of whom it favors with perks, attention, and privileges more than 

others, in order to maintain the substantial business (and occasionally prestige) they bring to the 

table. 

35. As one of the nation’s largest banking institutions, Chase knew that it would 

receive tens of thousands of requests from putative PPP borrowers the minute that the window 

opened for applications. (And it did, in fact, receive such a crush of requests.) It also knew, or at 

least expected, that many of these requests would not be for extraordinarily large amounts of 

money, by Chase’s standards (i.e., less than $50,000). It also knew that the $349 billion allocated 

for the PPP would run dry before all meritorious applications could be processed—the scope of 

COVID-19’s impact on small businesses was far too great to be covered by even such a large 

sum of money. (And the fund did, in fact, run dry very quickly.) Further, and importantly, Chase 

knew that many of its current, favored, and larger customers would also want to receive PPP 

loans, and would not appreciate having to wait in line with everyone else.

36. As such, upon information and belief. Chase decided to dispense with the 

requirement that loan applications be processed on a first-come, first-served basis to the extent 

possible. Instead, it would make all efforts to prioritize processing the loan applications of its 

favored customers first, and deal with the remainder later, if they ever managed to make it 

through Defendant’s failing website. 

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37. According to the New York Times, that’s exactly what happened.8 For example, 

“At Chase, the nation’s largest bank, nearly all private and commercial banking clients who 

applied for a small-business loan got one, whereas only one out of every 15 retail banking 

customers who sought loans was successful. ... The two-tiered system paid off for well-to-do 

customers: By the time the [PPP] ran out of money ... many top clients of national and regional 

banks had already had their loans approved.” 

38. Many customers trying to access Chase’s online PPP loan application portal on 

April 3 were, in fact, frustrated in their ability to apply. Again, per the Times: “At Chase, a portal 

accepting preliminary requests to apply was only sporadically accessible on April 3, the first day 

of the program. The best that customers could hope for was a call back from a Chase 

representative — days later — to proceed with the next steps.” (This jibes with Plaintiff’s 

experience, as discussed below, along with that of numerous other putative applicants who have 

turned to the Internet to voice their frustrations with Chase.) 

39. The result was to be expected, with the biggest clients of Chase and its parent 

company, JPMorgan, the victors: “At JPMorgan, nearly all of the 8,500 commercial and private 

banking clients who applied for a loan got one. That included companies like the sandwich chain 

Potbelly and the pharmaceutical company MannKind. At the same time, only 18,000 of more 

than 300,000 small-business banking customers who applied through Chase’s retail bank, where 

they normally did business, got loans, according to the bank. In all, Chase handed out $14 billion 

8 Emily Flitter & Stacy Cowley, Banks Gave Richest Clients ‘Concierge Treatment’ for 

Pandemic Aid, N.Y. TIMES, https://www.nytimes.com/2020/04/22/business/sba-loans-pppcoronavirus.html (Apr. 22, 2020).

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through the program — more than any other bank, but still less than half of the $36 billion that 

customers had sought.” 

40. RCSH’s experience was one of, if not the most, egregious examples of the 

outcome of Defendant Chase’s scheme. With more than $450 million in annual revenue, 150 

locations nationwide (including at least three in Illinois) and more than 5,700 employees, RCSH 

hardly seems like the “small business” Congress had in mind in passing the CARES Act and 

PPP. 

41. Nevertheless, with Chase’s assistance RCSH was able to obtain not one, but two

$10 million PPP loans before program funding ran out. (These loans would have earned Chase 

$200,000 in origination fees.) This allowed RCSH to obtain twice the amount of PPP loans 

permitted for a single entity under the SBA’s Final Interim Rule. 

42. To put this in context, the $20 million RCSH received could have instead funded 

$25,000 loans to 800 actual small businesses (like and including Plaintiff’s). Foregoing the PPP 

loan would not have been a serious issue for these Defendants, as RCSH is not truly a “small 

business”, but is actually a well-heeled nationwide chain with access to numerous funding 

sources outside of the PPP. Indeed, in the month prior to Defendants’ applying for its PPP loans 

RCSH’s parent company drew down $56 million from existing lines of credit.9

 Still the 

temptation of PPP funding was too strong to pass up. 

43. RCSH received its massive, generous loans despite the fact that employees across 

its franchises have largely been laid off, including its many servers, busboys, dishwaters, hosts, 

and the like. Whether many or any of the 5,000-plus hourly RCSH hourly employees will be 

9

 Raul Shah, Ruth’s Hospitality Group: Which Cocktail To Order Is The Only Liquidity 

Concern, SEEKING ALPHA, https://seekingalpha.com/article/4338174-ruths-hospitality-groupwhich-cocktail-to-order-is-only-liquidity-concern (Apr. 17, 2020). 

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brought back to work using this money is genuinely an open question, given that “stay at home” 

orders remain in effect and social distancing will continue to reduce (or eliminate) restaurant foot 

traffic in most RCSH locations for the foreseeable future. And the company itself has said that it 

will only support take-out and delivery options where “sales are sufficient to cover the costs of 

management staffing those locations.” 

44. As one observer noted, the potential for RCSH to abuse its PPP loan was 

enormous: 

Cheryl J. Henry, the CEO of Ruth’s Hospitality Group, was paid 

$6.1 million in total compensation in fiscal year 2018. Her base pay 

is $650,000, with the rest comprised of stock and bonuses. Ruth’s 

Hospitality Group also continues to pay hundreds of thousands of 

dollars to its former CEO, Michael O’Donnell (base pay $500,000), 

its Chief Administrative Officer, Susan L. Mirdamadi (base pay 

$340,000), and its Chief Financial Officer, Arne G. Haak (base pay 

$300,000). All of these executives are eligible for large bonuses and 

an “automobile allowance” of $700 to $1000 per month. 

This is how Ruth’s Hospitality Group can spend most of the $20 

million on “payroll” while furloughing nearly all of its staff. Under 

the Payroll Protection Program, salary up to $100,000 counts toward 

the requirement that 75% of the forgivable loan is used to support 

payroll. But for a company like Ruth’s Hospitality Group, they 

could meet that threshold, for example, with just 150 employees that 

make $100,000 and up.10

45. This was, upon information and belief, the result RCSH was aiming for in 

working with Chase. 

46. Sunlight has proven to be partial disinfectant: in the face of immense public 

criticism, RCSH announced it would return the $20 million. But the damage was done. Hundreds 

of small businesses like and including Plaintiff missed an opportunity to receive their maximum 

10 Judd Legum, A Raw Deal, POPULAR INFO. https://popular.info/p/a-raw-deal (Apr. 20, 

2020). 

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potential PPP loans in a timely manner due to RCSH’s (and Chase’s) actions, and there is no 

guarantee that they ever will. RCSH’s walk-back cannot undo the lost opportunities, lost time 

value of money, and unnecessary stress incurred by these small businesses and their owners. 

47. Likewise, Defendant Phunware—a company that was paid almost $3 million by 

President Trump’s re-election campaign in 2019 alone—received a nearly $3 million loan 

through Defendant Chase, and did so with unusual speed. Defendant Phunware applied for its 

loans on April 8th, days after the PPP application process opened. While Plaintiff sat for hours 

furiously attempting to access Chase’s website (and never could), Defendant Phunware received 

the white glove treatment from Chase: It’s application was approved—and the company received 

its PPP funds—by April 10th, just two days after it applied.11

48. As with Ruth’s Chris, getting a PPP loan was hardly Phunware’s only option. The 

company has raised over $100 million since 2009, and currently works for the President’s reelection campaign. It is a sophisticated entity that could have sought help elsewhere, but instead, 

chose to leverage its connections to cut the PPP application line. 

49. Notably, on March 30, 2020—one day after the PPP program was passed by 

Congress—Defendant Phunware appointed a former JPMorgan Chase executive, Blythe Masters, 

to chair its corporate board. 

11 Stephen Gandel & Graham Kates, Phunware, a data firm for Trump campaign, got 

millions in coronavirus small business help, CBS NEWS

 https://www.cbsnews.com/amp/news/phunware-data-collection-trump-campaign-coronavirussmall-business-loans/ (Apr. 23, 2020). While Phunware had 93 employees at the end of 2019, it 

has apparently furloughed over one-third of them in recent months. Thus, in order for Phunware 

to have its entire loan (plus one percent interest) forgiven as part of the PPP, it will have to rehire 

all of those employees and pay them for eight weeks according to the PPP’s rules. 

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50. To be sure, Chase’s (and its clients’) misconduct did not happen by accident: it 

was as part of a carefully executed plan by Chase. For example, upon information and belief, in 

the 24 hours prior to the April 3 window opening, leaders of Chase’s retail bank hosted a 

nationwide conference call to provide workers with directions on how to handle customers, and 

to discourage branch employees from getting involved in customers’ PPP loan applications. As a 

result, Chase’s favored customers (as well as its parent company’s favored customers) got the 

special treatment they desired. 

51. Upon information and belief, Chase provided individualized support and service 

for a select group of PPP loan applicants that allowed them to “cut the line” and submit 

applications earlier than they otherwise would have been able to, but for Chase’s intervention. 

Simultaneously, Chase discouraged and/or put stumbling blocks in front of otherwise qualified 

applicants who were not in Chase’s orbit and favor. Consequently, qualified loan applicants 

(including Plaintiff) were not able to get in line for a PPP loan (via application) when they 

should have, delaying, diminishing, or losing their potential loan as a result. 

52. The actual outcome of Chase-processed PPP loan applications supports this 

conclusion. (See Figures 1 and 2.) Figure 1 depicts the PPP loans Chase processed between 

April 3, 2020 (when the window to apply for loans opened) and April 13. Figure 2 depicts loans 

processed between April 13 and April 16. 

(Figure 1) 

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(Figure 2)

53. The data shows that Chase processed loan applications for $150,000 or less at far 

faster clip during the final three days of the PPP loan fund’s solvency. Upon information and 

belief, this is because Chase’s favored customers tended to request far larger loan amounts, and 

Chase prioritized those loan applications during the opening 10 days of the application period. 

54. As of April 17, 2020, Chase had approved less than half of the total funding small 

businesses have applied for, with $26 billion in PPP loan applications outstanding.12 

FACTS SPECIFIC TO SHA-POPPIN

55. Plaintiff Sha-Poppin is a gourmet popcorn maker and distributor based in 

Westchester, Illinois. Offering over “50+ fantastic flavors” (and the ability to customize up to 

130), Sha-Poppin sells its popcorn to individuals and businesses across the country. It has 

enjoyed success and the support of its customers for over 20 years. 

56. Sha-Poppin employs five employees, including Sha-Poppin’s founder and 

manager Stacy Hawkins-Armstrong and others who work at Sha-Poppin’s brick-and-mortar 

location in Westchester. 

12 Hugh Son, JPMorgan Says It Has $26 Billion In Small Business Relief Applications That 

Need Funding, CNBC, https://www.cnbc.com/2020/04/17/jpmorgan-says-it-has-26-billion-insmall-business-applications-left.html (Apr. 17, 2020). 

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57. Illinois Governor J.B. Pritzker reacted swiftly to the threat of COVID-19, 

announcing a disaster proclamation for the state on March 10, 2020. Statewide school closures, 

limits on public gatherings, and limits on the operations of both “essential” and non-essential 

businesses followed soon thereafter. 

58. As a member of the food service industry, Sha-Poppin is deemed an 

“essential” business that is allowed to continue operating during the pandemic. Even so, in the 

past two months, Sha-Poppin has lost the majority of its business. While the company has 

generously stretched its limited resources to forestall laying off its employees, its financial 

resources were quickly depleting. 

59. The possibility of obtaining a PPP loan gave Sha-Poppin a ray of hope. And 

fortunately for Hawkins-Armstrong—or so she believed—Sha-Poppin already held a smallbusiness account with a major SBA-approved lender at the time the program was enacted: 

Defendant Chase. Because Sha-Poppin was indisputably a putatively qualified PPP loan recipient 

under the SBA’s regulations, given its size and Hawkins-Armstrong’s plans to use the loan to 

primarily cover payroll costs and rent, so long as its application was submitted in a timely 

manner nothing should have stood in its way from obtaining the largest possible loan it needed. 

60. When the PPP loan application window opened on April 3, 2020, HawkinsArmstrong diligently attempted to submit Sha-Poppin’s application through Chase’s online 

portal that very day. Chase’s website, however, returned an error messages each time she 

attempted to submit her application, with instructions indicating that she should not call Chase 

customer service. 

61. For days thereafter, Hawkins-Armstrong attempted to submit Sha-Poppin’s PPP 

loan application through Chase’s online portal, and for days it would not work. These error 

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messages provided no guidance about the “error” in question, when Chase’s portal would be 

functional again, or how to seek assistance. To the contrary, the only direction Chase gave 

Hawkins-Armstrong was to not call Chase’s customer service department. 

62. Many other small businesses across the country experienced this very same 

problem with Chase’s web portal. Some customers were eventually able to get through, but only 

after many days of waiting and countless fruitless efforts that wasted their time—all while the 

remaining pot of PPP funds was rapidly shrinking. 

63. Hawkins-Armstrong was eventually told by Chase that it was too late to apply. 

Indeed, a bank employee eventually called her—before the deadline to submit PPP loan 

applications had even expired—to subtly suggest that she take her business elsewhere. 

64. This process took a severe emotional and physical toll on Hawkins-Armstrong. 

Attempting to navigate Chase’s flawed application process with her employees’ livelihoods (and 

her own) on the line caused Hawkins-Armstrong to break out in hives, requiring that she take 

steroids to stop the outbreak. 

65. Desperate, Hawkins-Armstrong turned to the small bank Seaway, a division of 

Self-Help Federal Credit Union, for assistance. But neither Hawkins-Armstrong nor Sha-Poppin 

had any prior relationship with Seaway. As such, Seaway—a smaller bank with less flexibility to 

offer larger loans to new clients—was only able to offer her a small $6,000 loan. Even though 

$6,000 would only provide enough capital keep Sha-Poppin for a fraction of the eight-week 

period envisioned by the SBA, Hawkins-Armstrong was desperate for a lifeline for the business 

and its employees. Thus, it accepted the offer from Seaway. 

66. Neither Hawkins-Armstrong nor anyone else at Sha-Poppin had any idea that the 

reason they were stonewalled by Chase Bank, prevented from applying for and receiving a PPP 

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loan, and forced to work with a new bank who could only offer to help her apply for a much 

smaller loan (which amounted to only one-quarter of what she initially applied for through 

Chase), was that Chase Bank had made the decision, internally, to prioritize the submission of 

PPP applications for its bigger and longstanding business clients over small businesses like, ShaPoppin. 

67. Tragically, Chase Bank’s misconduct had another effect: Sha-Poppin’s $6,000 

loan will be all that she gets. Under the terms of the PPP, Sha-Poppin is now disqualified from 

applying for any future funds Congress allocates to the program, including from the $310 billion 

of second round PPP funding set to be approved in late April 2020. 

68. Had Sha-Poppin been allowed to apply on a truly first-come, first-served basis 

with Chase, it would have received enough funds to keep paying its employees and pay the rent 

at its brick-and-mortar location for two months. 

69. Instead, as a result of Defendants’ actions, Sha-Poppin is now at a severe risk of 

having to lay off its employees and shutter its business—the very result Congress sought to avoid 

in creating a first-come, first-served loan program to be deployed by SBA banking partners with 

all deliberate speed. At minimum, Sha-Poppin lost out on $19,000 in PPP loan funds it would 

have otherwise received, but for Defendants’ misconduct. 

CLASS ACTION ALLEGATIONS 

Plaintiff Class Action Allegations 

70. Class Definition: Plaintiff Sha-Poppin brings this action for itself and on behalf 

of a class of similarly situated individuals, defined as follows: 

All Chase Business Banking account holders that met the criteria for 

receiving a loan under the PPP, applied for, or attempted to apply for, 

a PPP loan through Chase, and whose application was not processed 

on a first-come, first-served basis. 

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Further, Sha-Poppin brings this action for itself and on behalf of the following sub-class:

Illinois Subclass: All Chase Business Banking account holders in 

Illinois that met the criteria for receiving a loan under the PPP, applied 

for, or attempted to apply for, a PPP loan through Chase, and whose 

application was not processed on a first-come, first-served basis. 

The following people are excluded from the Class and Subclass (collectively “the Class” 

unless otherwise indicated): (1) any Judge or Magistrate presiding over this action and 

members of their families; (2) Chase, Chase’s subsidiaries, parents, successors, predecessors, 

and any entity in which the Chase or its parents have a controlling interest and its 

current or former employees, officers, and directors; (3) persons who properly execute and file 

a timely request for exclusion from the Class; (4) persons whose claims in this matter have 

been finally adjudicated on the merits or otherwise released; (5) Plaintiff’s counsel and Chase’s 

counsel; and (6) the legal representatives, successors, and assigns of any such excluded 

persons. 

71. Numerosity: The exact number of members of the Class is not available to 

Plaintiff at this time, but it is clear that individual joinder is impracticable. Upon information and 

belief, hundreds of individuals fall into the definition of the Class. 

72. Commonality and Predominance: There are many questions of law and fact 

common to Plaintiff and the Class, and those questions predominate over any questions that may 

affect individual members. Common questions for the Class include, but are not limited to, the 

following: 

(a) Whether Chase was required to process applications for PPP loans 

on a first-come, first-served basis; 

(b) Whether Chase processed applications for PPP loans on a firstcome, first-served basis; 

(c) Whether Chase’s web portal for submitting PPP loans was set up 

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to intentionally discourage applicants; 

(d) Whether Chase had a policy and/or practice of prioritizing existing 

and large business customers to the detriment of other PPP loan 

applicants; 

(e) Whether Chase’s conduct as alleged herein constitutes negligence; 

(f) Whether Chase’s conduct as alleged herein constitutes fraudulent 

concealment; and 

(g) Whether Plaintiff and the Class are entitled to equitable relief, 

including actual and compensatory damages, and other injunctive 

relief. 

73. Typicality: Plaintiff’s claims are typical of those of members of the Class, as 

Plaintiff and other members sustained injuries arising out of the same wrongful conduct of 

Chase. 

74. Adequate Representation: Plaintiff will fairly and adequately represent the 

interests of the Class and has retained counsel competent and experienced in complex litigation 

and class actions. Plaintiff has no interests antagonistic to those of the Class, and Chase has no 

defenses unique to Plaintiff.

75. Superiority: Class proceedings are superior to all other available methods for the 

fair and efficient adjudication of this controversy, as joinder of all members of the Class is 

impracticable. Individual litigation would not be preferable to a class action because individual 

litigation would increase the delay and expense to all parties due to the complex legal and factual 

controversies presented in this Complaint. By contrast, a class action presents far fewer 

management difficulties and provides the benefits of single adjudication, economy of scale, and 

comprehensive supervision by a single court. Economies of time, effort, and expense will be 

fostered and uniformity of decisions will be ensured.

Defendant Class Action Allegations 

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76. Class Definition: Plaintiff Sha-Poppin sues Phunware, Inc., individually and as 

representative of a class of defendants under Rule 23(a), (b)(1), and (b)(3) of the Federal Rules 

of Civil Procuedure on behalf of the following proposed class (hereafter the “Loan Recipient 

Defendant Class” or “Defendant Class”):

All Chase Commercial Banking account holders that applied for a 

PPP loan through Chase, and whose application was approved not on 

a first-come, first-served basis. 

The following people are excluded from the Defendant Class: (1) any Judge or Magistrate 

presiding over this action and members of their families; (2) Plaintiff, Plaintiff’s subsidiaries, 

parents, successors, predecessors, and any entity in which the Plaintiff has a controlling interest 

and its current or former employees, officers, and directors; (3) persons who properly execute 

and file a timely request for exclusion from the Class; (4) persons whose claims in this matter 

have been finally adjudicated on the merits or otherwise released; (5) Plaintiff’s counsel and 

Defendant’s counsel; and (6) the legal representatives, successors, and assigns of any such 

excluded persons. 

77. Numerosity: The members of the Loan Recipient Defendant Class are so 

numerous that joinder of all members is impracticable. Plaintiffs are informed and believe, and 

on that basis allege, that over 1000 entities satisfy the definition of the Loan Recipient Defendant 

Class. The members of the Loan Recipient Defendant Class will be easily identified from 

Defendant Chase’s records. 

78. Typicality: Plaintiff's claims against the members of the Loan Recipient 

Defendant Class are typical as to each member of the Loan Recipient Defendant Class. Each 

member is responsible to Plaintiff by virtue of the fact that the members received loans from 

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Chase in a manner inconsistent with the required process and in a manner unfair to those that did 

not receive such loans. 

79. Superiority: A class action is superior to other available methods for the fair and 

efficient adjudication of the controversy as to the liability of the members of the Loan Recipient 

Defendant Class. The claims asserted against the Loan Recipient Defendant Class necessarily 

involve a single decision or set of decisions and turn on the same theory of liability. 

80. Adequacy: The persons sued as representatives of the Loan Recipient Defendant 

Class are sophisticated commercial enterprises. Each is intimately familiar with Chase PPP loan 

process and will fairly and adequately protect the interests of the members of the Loan Recipient 

Defendant Class. The representatives of the Loan Recipient Defendant Class will be able to 

retain counsel experienced in representing corporate entities in complex class litigation. 

Plaintiff’s claim against the representatives of the Loan Recipient Defendant Class and each 

other member of the Loan Recipient Defendant Class are the same; the representatives therefore 

have the same incentives to defend the suit and have adequate resources to defend it. 

81. Commonality: There are many questions of law and fact common to the 

representatives of the Loan Recipient Defendant Class and the Class, and those questions 

predominate over any questions that may affect individual members. Common questions for the 

Loan Recipient Defendant Class include, but are not limited to, the following:

(a) Whether Loan Recipient Defendant Class members received PPP 

loans in a manner inconsistent with the required “first-come firstserved” process; 

(b) Whether Loan Recipient Defendant Class members were unjustly 

enriched by receiving preferential treatment from Chase; and 

(c) Whether Plaintiff and members of the Class were harmed by 

Defendant Chase’s PPP loan approval process. 

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82. This case is maintainable as a Defendant Class Action under Fed. R. Civ. P. 

23(b)(l) because prosecution of actions by or against individual members of the Loan Recipient 

Defendant Class would result in inconsistent or varying adjudications and create the risk of 

incompatible standards of conduct for the Loan Recipient Defendant Class. Further, adjudication 

of the liability of some of the individual members of the Proposed Defendant Class in separate 

actions or in this action would be dispositive of the interest of other individuals not Defendants 

in this action, thereby impeding their ability to protect their interests. 

83. Predominance: Class certification is also appropriate under Fed. R. Civ. P. 

23(b)(3) because questions of law and fact common to the Loan Recipient Defendant Class 

predominate over any questions affecting only individual members of the Loan Recipient 

Defendant Class, and because a class action is superior to other available methods for the fair 

and efficient adjudication of this litigation. Litigation of these claims in one forum is efficient. 

This litigation involves a single decision or set of decisions that affects the rights of thousands of 

persons who should have received, or received more, in PPP loans and the obligations of, on 

information and belief, more than 1,000 entities who are members of the Loan Recipient 

Defendant Class. In addition, class certification is superior because it will obviate the need for 

unduly duplicative litigation that might result in inconsistent judgments about the Defendants’ 

individual obligations to Plaintiff.

FIRST CAUSE OF ACTION

NEGLIGENCE 

(Individually and on Behalf of the Illinois Subclass as Against Defendant Chase) 

84. Plaintiff incorporates by reference the foregoing allegations. 

85. Chase is the nation’s largest banking entity and a major SBA-affiliated lender. As 

such, it owes a professional duty of care to those who use it to apply for SBA loans to process 

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them in a manner consistent with the letter and spirit of the rules and regulations of the SBA loan 

programs. This is true both as to customers of its bank, such as Plaintiff, as well as noncustomers seeking to become new customers. 

86. Chase was charged by the government with processing PPP loan applications on a 

first-come, first-served basis, pursuant to a CARES Act regulations explicitly and implicitly 

requiring this. 

87. Instead, Chase decided to process applications in a manner that would inherently 

result in their not being processed in the order they were received—or as close to it as was 

reasonably feasible—but would instead privilege, and create a “fast lane,” for its favored 

commercial clients. 

88. Such conduct breached the duty of care owed to PPP loan applicants, including 

Plaintiff, to handle their loan application processing consistent with SBA regulations. 

89. As a direct and proximate result of Chase’s professional negligence, Plaintiff and 

the Class have incurred damages in the form of a lost or reduced value PPP loans, as well as the 

lost time value of money Plaintiff and other members of the Class will likely incur future 

damages caused by Chase’s negligence. 

90. As such, Chase is the direct and proximate cause of Plaintiff and the putative 

Class’ injuries, and is liable to them for the full measure of damages allowed under applicable 

law, as well as interest, reasonable attorneys’ fees, expenses, and costs. 

SECOND CAUSE OF ACTION 

FRAUDULENT CONCEALMENT 

(Individually and On Behalf of the Class as Against Defendant Chase) 

91. Plaintiff incorporates by reference the foregoing allegations. 

92. Defendant Chase understood prior to the formal launch of the PPP that it would 

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receive many thousands of applications as businesses rushed to the nation’s largest bank to 

obtain a loan. It also understood that the pot of money allocated by Congress to fund the PPP 

loans would be inadequate to satisfy demand. As such, it undertook to push its favored 

commercial clients into a fast lane for loan processing, delaying the processing of others’ loans 

and at times discouraging applicants (even its own customers, such as Plaintiff) from applying. 

93. Chase did not reveal this to the public. Instead, it promoted itself as an SBAaffiliated lender willing and able to process PPP loan applications. 

94. By participating in an SBA loan program while concealing that it would not 

adhere to one of the program’s most critical features—that loans would be processed in the order 

applications were received—it injured Plaintiff and the Class, who lost out on loans (or were 

forced to accept smaller loans to the extent they could be obtained) they would have otherwise 

received. 

95. Thus, Chase’s concealed materials facts about how it would conduct its 

processing of PPP loan applications where it otherwise had a duty to speak, as a major lender, 

SBA-affiliated lender, and—in Plaintiff and much of the Class’ case—an existing business 

partner. Had Chase been open and honest about its plans, Plaintiff and the Class could have 

applied elsewhere for a loan, and sought to work with an institution willing to follow the SBA’s 

dictates for administration of the PPP. 

96. Chase’s conduct, and its concealment of these material facts where there was a 

duty to speak, proximately caused Plaintiff’s and the Class’ injuries. 

97. As a result, Defendant is liable to Plaintiff and the Class for the full measure of 

damages allowed under applicable law. 

THIRD CAUSE OF ACTION 

TORTIOUS INTERFERENCE WITH PROSPECTIVE ECONOMIC ADVANTAGE 

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(Individually and On Behalf of the Class Against Defendant Chase)

98. Plaintiff incorporates the foregoing allegations as if fully set forth herein. 

99. The tort of tortious interference with prospective economic advantage has the 

following elements: (1) the plaintiff's reasonable expectation of entering into a valid business 

agreement; (2) the defendant’s knowledge of the plaintiff's business expectancy; (3) the 

defendant’s purposeful interference with the plaintiff's business expectancy; and (4) damages 

resulting from the defendant’s interference. See Dowd & Dowd, Ltd. v. Gleason, 181 Ill. 2d 460, 

484, 693 N.E.2d 358, 370 (1998). A valid contract is not required to state a claim for tortious 

interference with prospective economic advantage. See Chicago’s Pizza, Inc. v. Chicago’s Pizza 

Franchise Ltd. USA, 384 Ill. App. 3d 849, 862, 893 N.E.2d 981, 993 (2008). 

100. Here, Plaintiff and the putative Class reasonably expected to enter into a valid 

business agreement to receive a loan from SBA—one that was critical to their survival during the 

COVID-19 pandemic. 

101. Defendant Chase was aware of the expectancy, to the extent it received a PPP 

loan application from Plaintiff and the putative Class or otherwise had direct and specific 

knowledge that they intended to apply for a PPP loan. 

102. Defendant Chase intentionally interfered in Plaintiff’s and the putative Class’ 

prospective business by allowing other PPP loan applicants to cut in front of them in the 

application line, and indeed, by systematically prioritizing larger and more prestigious 

commercial clients over Plaintiff and the putative class. 

103. As a proximate result of Chase’s misconduct, Plaintiff and the putative class were 

not able to obtain PPP loans they otherwise were qualified to receive, or were only able to obtain 

much smaller loans elsewhere. 

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104. As a result, Defendant Chase is liable to Plaintiff and the putative class for the full 

array of damages allowed under applicable law. 

FOURTH CAUSE OF ACTION 

UNFAIR AND DECEPTIVE BUSINESS PRACTICES, 815 ILCS 505/1, et seq.

(Individually and On Behalf of the Illinois Subclass as Against Defendant Chase) 

105. Plaintiff incorporates the foregoing allegations as if fully set forth herein. 

106. The Illinois Consumer Fraud and Deceptive Business Practices Act provides, in 

relevant part, that in Illinois it is illegal to engage in “[u]nfair methods of competition and unfair 

or deceptive acts or practices, including but not limited to the use or employment of any 

deception fraud, false pretense, false promise, misrepresentation or the concealment, suppression 

or omission of any material fact, with intent that others rely upon the concealment, suppression 

or omission of such material fact[.]” 815 ILCS 505/2. “Any person who suffers actual damage as 

a result of a violation of this Act committed by any other person may bring an action against 

such person.” 815 ILCS 505/10a(a). 

107. Here, Chase operates throughout the State of Illinois, including in its capacity as 

an SBA-affiliated lending institution. In executing its role as an SBA lender involved in the PPP, 

Chase concealed, suppressed, and omitted mention of the fact that it was not processing PPP loan 

applications in the order in which they were received, and instead, was creating a “fast track” for 

its favored, privileged commercial clients. This was despite the fact that the program was 

designed to serve applicants on a first-come, first-served basis. 

108. Chase intended that businesses, like and including Plaintiff’s and the putative 

Illinois Subclass’, rely on this concealed material fact, for two reasons. First, Chase wanted to 

inhibit Plaintiff and the putative Illinois Subclass in obtaining PPP loans before their favored 

clients did. Second, Chase still wanted Plaintiff’s and the putative Illinois Subclass’ business 

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(albeit not as much as its favored, privileged clients’ business). Thus, Chase’s concealment was a 

win-win for the company: it could curry the favor of its privileged, favored commercial clients 

by processing their PPP applications quickly and diligently, and then, to the extent the PPP fund 

had not yet run out, process everyone else’s applications afterwards. 

109. Because of Chase’s unfair conduct, and misleading and deceptive omissions and 

concealment, Plaintiff and the Illinois Subclass applied, or attempted to apply, for PPP loans 

through Chase under the impression that they would be processed on a first-come, first-served 

basis consistent with federal law. Had Chase been honest about its intentions, Plaintiff and the 

Illinois Subclass could and would have sought to apply for PPP loans elsewhere in the first 

instance and been able to submit a successful application before the PPP loan fund ran dry. 

110. As a result, Chase violated the Illinois Consumer Fraud and Deceptive Business 

Practices Act, and are liable to Plaintiff for damages caused by their deceptive conduct. 

FIFTH CAUSE OF ACTION 

UNJUST ENRICHMENT 

(Individually and On Behalf of the Class as Against Defendant Chase) 

111. Plaintiff incorporates the foregoing allegations as if fully set forth herein. 

112. To state a claim for unjust enrichment, “a plaintiff must allege that the defendant 

has unjustly retained a benefit to the plaintiff's detriment, and that defendant's retention of the 

benefit violates the fundamental principles of justice, equity, and good conscience.” Gagnon v. 

Schickel, 2012 IL App (1st) 120645, ¶ 25, 983 N.E.2d 1044, 1052 (quoting HPI Health Care 

Servs., Inc. v. Mt. Vernon Hosp., Inc., 131 Ill. 2d 145, 160, 545 N.E.2d 672, 679 (1989)). 

113. Here, Chase has obtained and retained massive benefits to Plaintiff and the 

putative Subclass’ detriment, in the form of origination fees obtained from clients allowed to cut 

in line to apply for PPP loans. It only obtained those fees by improperly and illegally prioritizing 

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its favored, privileged commercial clients’ applications over Plaintiff’s and the putative 

Subclass’. 

114. Principles of justice equity, and good conscience demand that Chase not be 

allowed to retain these funds. Chase fell short in its duties as a lender, and an SBA-affiliated 

lender, during a crisis. What’s more, Chase endeavored to use a crisis atmosphere and limited 

PPP funding to its advantage, shuffling its PPP loan applicants in a way most favorable to its 

goals of (a) ensuring the happiness of its favored clients, and (b) maximizing profits. 

115. The end result of Chase’s conduct was that Plaintiff and the putative Subclass 

were unable to obtain the loans they desperately needed to keep their businesses afloat during the 

COVID-19 pandemic. 

116. As such, Chase must disgorge any and all origination fees it obtained from 

processing its favored clients’ loans outside of Chase’s normal PPP loan application process(es). 

SIXTH CAUSE OF ACTION 

UNJUST ENRICHMENT 

(Individually and On Behalf of the Class as Against Phunware and the Defendant Class) 

117. Plaintiff incorporates the foregoing allegations as if fully set forth herein. 

118. To state a claim for unjust enrichment, “a plaintiff must allege that the 

defendant has unjustly retained a benefit to the plaintiff's detriment, and that defendant's 

retention of the benefit violates the fundamental principles of justice, equity, and good 

conscience.” Gagnon, 2012 IL App (1st) 120645, ¶ 25, 983 N.E.2d at 1052 (quoting HPI Health 

Care Servs., Inc., 131 Ill. 2d at 160, 545 N.E.2d at 679). 

119. Phunware and the Loan Recipient Defendant Class have received the benefits 

of the PPP loan program to the exclusion of Plaintiff and the Class. Phunware and the Loan 

Recipient Defendant Class are Chase’s largest and—to Chase—most profitable clients that were 

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eligible to participate in the PPP. Chase permitted Phunware and the Loan Recipient Defendant 

Class to jump the line, allowing the Loan Recipient Defendant Class to absorb virtually all of the 

available PPP loan program funds at the expense of Plaintiff and the Class. 

120. Phunware and the Loan Recipient Defendant Class knew and understood that 

they were being given preferential treatment by Chase (including because they were not being 

asked to apply through Chase’s malfunctioning online portal), but did not reveal what was going 

on to others. Doing so might have forced them to wait in line with everyone else. Phunware and 

the Loan Recipient Defendant Class aided this effort by working directly with Chase, outside of 

the PPP loan application process for everyone else, to get their applications processed and 

submitted on a prioritized basis. 

121. Principles of justice equity, and good conscience demand that the Loan 

Recipient Defendant Class not be allowed to retain these funds. Aided and abetted by Chase, the 

Defendant Class obtained these benefits in violation of the “first-come first serve” policy in the 

PPP program. The Loan Recipient Defendant Class used their institutional clout to ensure that 

they would get funds from the PPP program that properly should have gone to earlier-applying 

members of the Plaintiff Subclass, even if it would mean that the Loan Recipient Defendant 

Class got less money. 

122. Plaintiff and the putative subclass have been harmed by the Loan Recipient 

Defendant Class’ cutting to the front of the line: Plaintiff and the putative Subclass were unable 

to obtain the loans they desperately needed to keep their businesses afloat during the COVID-19 

pandemic. 

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123. As such, the Loan Recipient Defendant Class should be forced to disgorge the 

PPP loan funds that were received by Chase’s processing its favored clients’ loans outside of 

Chase’s normal PPP loan application process(es). 

PRAYER FOR RELIEF 

WHEREFORE, Plaintiff Sha-Poppin Gourmet Popcorn LLC, individually and on behalf 

of the Class and Subclass, and the Defendant Class, respectfully requests that the Court enter an 

Order providing for the following relief: 

 A. Certify this case as a class action on behalf of the Class defined above, appoint 

Plaintiff as representative of the Class, and appoint its counsel as Class Counsel; 

 B. Declare that Defendant Chase’s actions, as set out above, constitute negligence, 

fraudulent concealment, tortious interference with prospective economic advantage, violations of 

the Illinois Consumer Fraud and Deceptive Business Practices Act, and unjust enrichment; 

 C. Award all economic, monetary, actual, consequential, compensatory, and punitive 

damages available at law and caused by Defendant Chase’s conduct, including without limitation 

actual damages for past, present, and future expenses arising from Defendant Chase’s 

misconduct, lost time and interest, and all other damages suffered, including any future damages 

likely to be incurred by Plaintiff and the Class; 

D. Declare that the Loan Recipient Defendant Class’s actions, as set out above, 

constitute unjust enrichment; 

E. Award all economic, monetary, actual, consequential, compensatory, and punitive 

damages available at law and caused by the Loan Recipient Defendant Class’ unjust enrichment, 

including disgorgement of PPP loan funds improperly received; 

D. Award Plaintiff and the Class reasonable litigation expenses and attorneys’ fees; 

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