UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of
the Securities Exchange Act of 1934
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
Amendment to the Membership Interest Purchase Agreement
As previously disclosed on a Form 8-K filed with the Securities and Exchange Commission on October 16, 2023, on October 13, 2023, AppTech Payments Corp., a Delaware corporation (the “Company”), Alliance Partners, LLC, a Nevada limited liability company (“Alliance Partners” or “FinZeo”), and Chris Leyva (the “Seller,” and collectively, the “Parties”), entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”).
On December 28, 2023, the Parties entered into an Amendment to the Membership Interest Purchase Agreement (the “First Amendment”). The First Amendment amends the Purchase Agreement to change Section 2.2 and the terms under which the Cash Purchase Price shall be paid. Under the First Amendment, the Cash Purchase Price shall be paid, without setoff or deduction, by wire transfer or immediately available United States funds: On the Closing Date, $500,000 paid on 10/27/2023; on or before January 31, 2024, $375,000; on or before February 29, 2024, $375,000; on or before April 30, 2024, $375,000.
The foregoing description of the First Amendment is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the First Amendment, a copy of which is attached to this report as Exhibit 2.1 and is incorporated herein by reference.
Amendment No 2 to the Membership Interest Purchase Agreement
On January 31, 2024, the Parties entered into an Amendment to the Membership Interest Purchase Agreement (the “Second Amendment”). The Second Amendment amends the Purchase Agreement to change Section 2.2 and the terms under which the Cash Purchase Price shall be paid on or before January 31, 2024, to $75,000; on or before February 29, 2024, to $300,000; and to include on or before May 31, 2024, $375,000.
The foregoing description of the Second Amendment is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amendment, a copy of which is attached to this report as Exhibit 2.2 and is incorporated herein by reference.
Amendment No 3 to the Membership Interest Purchase Agreement
On March 1, 2024, the Parties entered into an Amendment to the Membership Interest Purchase Agreement (the “Third Amendment”). The Third Amendment amends the Purchase Agreement to change Section 2.2 and the terms under which the Cash Purchase Price shall be paid. Under the Third Amendment, the Cash Purchase Price on January 31, 2024, 75,000, was paid; and the Cash Purchase shall be paid, without setoff or deduction, by wire transfer or immediately available United States funds: On or before March 8, 2024, $75,000; on or before April 5, 2024, $75,000; on or before April 30, 2024, $150,000; on or before May 31, 2024, $375,000; on or before June 30, 2024, $375,000; on or before July 31, 2024, $375,000. Further, the Third Amendment provides that in consideration of modifying the payment schedule, the Seller will receive 15,000 shares of the Company, the payment terms will be reviewed in 60 days and any modifications will be mutually agreed upon.
The foregoing description of the Third Amendment is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Amendment, a copy of which is attached to this report as Exhibit 2.3 and is incorporated herein by reference.
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Amendment No 4 to the Membership Interest Purchase Agreement
On April 29, 2024, the Parties entered into an Amendment to the Membership Interest Purchase Agreement (the “Fourth Amendment”). The Fourth Amendment amends the Purchase Agreement to change Section 2.2 and the terms under which the Cash Purchase Price shall be paid. Under the Fourth Amendment, the Cash Purchase Price on March 8, 2024, 75,000, was paid; and the Cash Purchase shall be paid, without setoff or deduction, by wire transfer or immediately available United States funds on or before June 21, 2024, $150,000. Further, the Fourth Amendment provides the remaining payments will be deferred until 13 months from the date of signing this Amendment or the Company generates $400K in monthly revenue from the FinZeo products (after cost of sales only – no opex), and once either condition is met, the payment schedule will be a payment will be made every 30 days in the following amounts: $75,000; $375,000; $375,000; and $375,000.
The Fourth Amendment provides that in consideration of modifying the payment schedule the Seller will receive 50,000 Options of the Company with a strike price at the closing price of the date of the Fourth Amendment.
The foregoing description of the Fourth Amendment is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Fourth Amendment, a copy of which is attached to this report as Exhibit 2.4 and is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
As previously disclosed on a Form 10-K filed with the Securities and Exchange Commission on April 1, 2024, on October 26, 2023, the Company completed acquisition of Alliance Partners. On October 31, 2023, the Company issued 1,000,000 shares of common stock valued at $2.44 per share to an entity owned by the Seller. In exchange for the shares, the Seller waived, cancelled, and forgave the long-term debt of FinZeo.
On May 2, 2024, the Board determined to cancel the 1,000,000 shares issued to the Seller’s entity and reissue an equal number of shares to the Seller.
Item 9.01. Exhibits.
(d) | Exhibits |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
APPTECH PAYMENTS CORP. | ||
Date: May 3, 2024 | By: | /s/ Luke D’Angelo |
Luke D’Angelo | ||
Chief Executive Officer |
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Exhibit 2.1
AMENDMENT
TO THE
MEMBERSHIP INTEREST PURCHASE AGREEMENT
THIS AMENDMENT TO THE MEMBERSHIP INTEREST PURCHASE AGREEMENT by and between AppTech Payments Corp., (the “Purchaser”), Alliance Global Partners, LLC (the “Company”) and Chris Leyva (the “Seller”) is made and entered into as of 12/28/2023 (this “Amendment”).
W I T N E S S E T H
WHEREAS, each of the Purchaser, Seller and Company have previously entered into a Membership Interest Purchase Agreement (the “MIPA”; capitalized terms used herein shall have the meanings ascribed to such terms in the MIPA) on October 13, 2023; and
WHEREAS, the parties desire to amend the MIPA in accordance with the terms contained in this Amendment.
NOW, THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereby agree as follows:
Amendments to the MIPA
1. Section 2.2 of the MIPA entitled “Payments following the closing” is hereby deleted in its entirety and simultaneously replaced with the following:
“2.2 Payments following Closing. The Cash Purchase Price shall be paid as follows, without setoff or deduction, by wire transfer of immediately available Untied States funds into an account or accounts designated by Seller:
(a) | On the Closing Date, Five Hundred Thousand Dollars ($500,000) paid on 10/27/2023; | |
(b) | On or before January 31, 2024, Three Hundred Seventy-Five Thousand Dollars ($375,000); and |
(c) | On or before February 29, 2024, Three Hundred Seventy-Five Thousand Dollars ($375,000); |
(d) | On or before March 31, 2024, Three Hundred Seventy-Five Thousand Dollars ($375,000); and |
(e) | (c) On or before April 30, 2024, Three Hundred Seventy-Five Thousand Dollars ($375,000). Upon delivery of all payments of the Cash Purchase Price by the Purchaser in accordance with this Section 2.2, the Purchaser’s obligations to pay the Cash Purchase Price shall be deemed satisfied and discharged. The Purchaser shall pay or cause the Company to pay all of the Assumed Liabilities when due. Prior to Closing, the Company may transfer to any Affiliate any of its intellectual property unrelated to the Business.” |
2. Reference. On and after the date hereof, each reference in the MIPA to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import, and each reference to the MIPA in any other agreement, document or other instrument, shall mean, and be a reference to the MIPA, as amended by this Amendment.
3. Counterparts. This Amendment may be executed in one or more counterparts and by facsimile or other electronic transmission, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.
4. Captions. The captions used in this Amendment are intended for convenience of reference only, shall not constitute any part of this Amendment and shall not modify or affect in any manner the meaning or interpretation of any of the provisions of this Amendment.
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5. Binding Effect. This Amendment shall be binding upon and inure to the benefit of the respective heirs, executors, administrators, representatives and the permitted successors and assigns of the parties hereto.
6. Conflict. To the extent the terms, conditions and provisions of this Amendment conflict with the terms, conditions and provisions of the Note, the terms, conditions and provisions of this Amendment shall govern and control.
7. Ratification. Except as amended hereby, the terms of the MIPA shall remain unmodified and in full force and effect and are hereby ratified and confirmed by each of the Purchase, Seller and Company.
8. Severability. Any determination that any provision of this Amendment or any application hereof is invalid, illegal or unenforceable in any respect and in any instance shall not affect the validity, legality, or enforceability of such provision in any other instance, or the validity, legality or enforceability of any other provisions of this Amendment.
9. Governing Law. This Amendment and the rights and obligations of the parties under this Amendment shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of laws rules applied in such state.
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IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date first set forth above.
APPTECH PAYMENTS CORP. | |
By: /s/ Luke D’ Angelo | |
Name: Luke D’ Angelo | |
Title: CEO, Executive Director & Chairman | |
ALLIANCE PARTNERS, LLC | |
By: /s/ Chris Leyva | |
Name: Chris Leyva | |
Title: CEO | |
CHRIS LEYVA | |
By: /s/ Chris Leyva | |
Chris Leyva | |
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Exhibit 2.2
AMENDMENT NO 2 TO
THE
MEMBERSHIP INTEREST PURCHASE AGREEMENT
THIS AMENDMENT TO THE MEMBERSHIP INTEREST PURCHASE AGREEMENT by and between AppTech Payments Corp., (the “Purchaser”), Alliance Global Partners, LLC (the “Company”) and Chris Leyva (the “Seller”) is made and entered into as of January 31, 2024 (this “Amendment”).
W I T N E S S E T H
WHEREAS, each of the Purchaser, Seller and Company have previously entered into a Membership Interest Purchase Agreement (the “MIPA”; capitalized terms used herein shall have the meanings ascribed to such terms in the MIPA) on October 13, 2023; and
WHEREAS, each of the Purchaser, Seller and Company have previously entered into an Amendment to the Membership Interest Purchase Agreement on December 28, 2023; and
WHEREAS, the parties desire to amend the MIPA in accordance with the terms contained in this Second Amendment.
NOW, THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereby agree as follows:
Amendments to the MIPA
1. Section 2.2 of the MIPA and all Amendments entitled “Payments following the closing” is hereby deleted in its entirety and simultaneously replaced with the following:
“2.2 Payments following Closing. The Cash Purchase Price shall be paid as follows, without setoff or deduction, by wire transfer of immediately available Untied States funds into an account or accounts designated by Seller:
(a) On the Closing Date, Five Hundred Thousand Dollars ($500,000) paid on 10/27/2023;
(b) On or before January 31, 2024, Seventy-Five Thousand Dollars ($75,000); and
(c) On or before February 29, 2024, Three Hundred Thousand Dollars ($300,000); and
(d) On or before March 31, 2024, Three Hundred Seventy-Five Thousand Dollars ($375,000);
(e) On or before April 30, 2024, Three Hundred Seventy-Five Thousand Dollars ($375,000); and
(f) (c) On or before May 31, 2024, Three Hundred Seventy-Five Thousand Dollars ($375,000).
Upon delivery of all payments of the Cash Purchase Price by the Purchaser in accordance with this Section 2.2, the Purchaser’s obligations to pay the Cash Purchase Price shall be deemed satisfied and discharged. The Purchaser shall pay or cause the Company to pay all of the Assumed Liabilities when due. Prior to Closing, the Company may transfer to any Affiliate any of its intellectual property unrelated to the Business.
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2. Reference. On and after the date hereof, each reference in the MIPA to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import, and each reference to the MIPA in any other agreement, document or other instrument, shall mean, and be a reference to the MIPA, as amended by this Amendment.
3. Counterparts. This Amendment may be executed in one or more counterparts and by facsimile or other electronic transmission, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.
4. Captions. The captions used in this Amendment are intended for convenience of reference only, shall not constitute any part of this Amendment and shall not modify or affect in any manner the meaning or interpretation of any of the provisions of this Amendment.
5. Binding Effect. This Amendment shall be binding upon and inure to the benefit of the respective heirs, executors, administrators, representatives and the permitted successors and assigns of the parties hereto.
6. Conflict. To the extent the terms, conditions and provisions of this Amendment conflict with the terms, conditions and provisions of the Note, the terms, conditions and provisions of this Amendment shall govern and control.
7. Ratification. Except as amended hereby, the terms of the MIPA shall remain unmodified and in full force and effect and are hereby ratified and confirmed by each of the Purchase, Seller and Company.
8. Severability. Any determination that any provision of this Amendment or any application hereof is invalid, illegal or unenforceable in any respect and in any instance shall not affect the validity, legality, or enforceability of such provision in any other instance, or the validity, legality or enforceability of any other provisions of this Amendment.
9. Governing Law. This Amendment and the rights and obligations of the parties under this Amendment shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of laws rules applied in such state.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date first set forth above.
AppTech Payments Corp., | |
a Delaware corporation | |
By: /s/ Luke D’ Angelo | |
Luke D’ Angelo | |
Chairman & CEO | |
Alliance Partners, LLC | |
/s/ Chris Leyva | |
Chris Leyva | |
Chris Leyva | |
/s/ Chris Leyva | |
Chris Leyva | |
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Exhibit 2.3
AMENDMENT NO 3
TO THE
MEMBERSHIP INTEREST PURCHASE AGREEMENT
THIS AMENDMENT TO THE MEMBERSHIP INTEREST PURCHASE AGREEMENT by and between AppTech Payments Corp., (the “Purchaser”), Alliance Global Partners, LLC (the “Company”) and Chris Leyva (the “Seller”) is made and entered into as of March 1, 2024 (this “Amendment”).
W I T N E S S E T H
WHEREAS, each of the Purchaser, Seller and Company have previously entered into a Membership Interest Purchase Agreement (the “MIPA”; capitalized terms used herein shall have the meanings ascribed to such terms in the MIPA) on October 13, 2023; and
WHEREAS, each of the Purchaser, Seller and Company have previously entered into an Amendment #1 to the Membership Interest Purchase Agreement on December 28, 2023; and
WHEREAS, each of the Purchaser, Seller and Company have previously entered into an Amendment #2 to the Membership Interest Purchase Agreement on January 31, 2024; and
WHEREAS, the parties desire to amend the MIPA in accordance with the terms contained in this Third Amendment.
NOW, THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereby agree as follows:
Amendments to the MIPA
1. Section 2.2 of the MIPA and all Amendments entitled “Payments following the closing” is hereby deleted in its entirety and simultaneously replaced with the following:
“2.2 Payments following Closing. The Cash Purchase Price shall be paid as follows, without setoff or deduction, by wire transfer of immediately available Untied States funds into an account or accounts designated by Seller:
(a) On the Closing Date, Five Hundred Thousand Dollars ($500,000) paid on 10/27/2023;
(b) On January 31, 2024, Seventy-Five Thousand Dollars ($75,000) was paid; and
(c) On or before March 8, 2024, Seventy-Five Thousand Dollars ($75,000) and
(d) On or before April 5, 2024, Seventy-Five Thousand Dollars ($75,000) and
(e) On or before April 30, 2024, One Hundred Fifty Thousand Dollars ($150,000); and
(f) On or before May 31, 2024, Three Hundred Seventy-Five Thousand Dollars ($375,000);
(g) On or before June 30, 2024, Three Hundred Seventy-Five Thousand Dollars ($375,000); and
(h) | On or before July 31, 2024, Three Hundred Seventy-Five Thousand Dollars ($375,000). |
In consideration of modifying the payment schedule the Seller will receive Fifteen Thousand (15,000) shares of AppTech Payments Corp. (APCX) The shares will be issued within five business days from the execution of this amendment.
Payment terms will be reviewed in 60 days and any modifications will be mutually agreed upon.
Upon delivery of all payments of the Cash Purchase Price by the Purchaser in accordance with this Section 2.2, the Purchaser’s obligations to pay the Cash Purchase Price shall be deemed satisfied and discharged. The Purchaser shall pay or cause the Company to pay all of the Assumed Liabilities when due. Prior to Closing, the Company may transfer to any Affiliate any of its intellectual property unrelated to the Business.
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2. Reference. On and after the date hereof, each reference in the MIPA to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import, and each reference to the MIPA in any other agreement, document or other instrument, shall mean, and be a reference to the MIPA, as amended by this Amendment.
3. Counterparts. This Amendment may be executed in one or more counterparts and by facsimile or other electronic transmission, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.
4. Captions. The captions used in this Amendment are intended for convenience of reference only, shall not constitute any part of this Amendment and shall not modify or affect in any manner the meaning or interpretation of any of the provisions of this Amendment.
5. Binding Effect. This Amendment shall be binding upon and inure to the benefit of the respective heirs, executors, administrators, representatives and the permitted successors and assigns of the parties hereto.
6. Conflict. To the extent the terms, conditions and provisions of this Amendment conflict with the terms, conditions and provisions of the Note, the terms, conditions and provisions of this Amendment shall govern and control.
7. Ratification. Except as amended hereby, the terms of the MIPA shall remain unmodified and in full force and effect and are hereby ratified and confirmed by each of the Purchase, Seller and Company.
8. Severability. Any determination that any provision of this Amendment or any application hereof is invalid, illegal or unenforceable in any respect and in any instance shall not affect the validity, legality, or enforceability of such provision in any other instance, or the validity, legality or enforceability of any other provisions of this Amendment.
9. Governing Law. This Amendment and the rights and obligations of the parties under this Amendment shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of laws rules applied in such state.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date first set forth above.
AppTech Payments Corp., | |
a Delaware corporation | |
By: /s/ Luke D’ Angelo | |
Luke D’ Angelo | |
Chairman & CEO | |
Alliance Partners, LLC | |
/s/ Chris Leyva | |
Chris Leyva | |
Chris Leyva | |
/s/ Chris Leyva | |
Chris Leyva | |
3 |
Exhibit 2.4
AMENDMENT NO 4
TO THE
MEMBERSHIP INTEREST PURCHASE AGREEMENT
THIS AMENDMENT TO THE MEMBERSHIP INTEREST PURCHASE AGREEMENT by and between AppTech Payments Corp., (the “Purchaser”), Alliance Partners, LLC (the “Company”) and Chris Leyva (the “Seller”) is made and entered into as of April 29, 2024 (this“Amendment”).
W I T N E S S E T H
WHEREAS, each of the Purchaser, Seller and Company have previously entered into a Membership Interest Purchase Agreement (the “MIPA”; capitalized terms used herein shall have the meanings ascribed to such terms in the MIPA) on October 13, 2023; and
WHEREAS, each of the Purchaser, Seller and Company have previously entered into an Amendment #1 to the Membership Interest Purchase Agreement on December 28, 2023; and
WHEREAS, each of the Purchaser, Seller and Company have previously entered into an Amendment #2 to the Membership Interest Purchase Agreement on January 31, 2024; and
WHEREAS, each of the Purchaser, Seller and Company have previously entered into an Amendment #3 to the Membership Interest Purchase Agreement on March 1, 2024; and
WHEREAS, the parties desire to amend the MIPA in accordance with the terms contained in this Fourth Amendment.
NOW, THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereby agree as follows:
Amendments to the MIPA
1. Section 2.2 of the MIPA and all Amendments entitled “Payments following the closing” is hereby deleted in its entirety and simultaneously replaced with the following:
“2.2 Payments following Closing. The Cash Purchase Price shall be paid as follows, without setoff or deduction, by wire transfer of immediately available United States funds into an account or accounts designated by Seller:
(a) On the Closing Date, Five Hundred Thousand Dollars ($500,000) paid on 10/27/2023;
(b) | On January 31, 2024, Seventy-Five Thousand Dollars ($75,000) was paid; and |
(c) | On March 8, 2024, Seventy-Five Thousand Dollars ($75,000) was paid; and |
(d) | On or before June 21, 2024, One Hundred Fifty Thousand Dollars ($150,000); and Remaining payments will be deferred until: |
a) | 13 months from the date of signing this Amendment or |
b) | the Company generates $400K in monthly revenue from the Finzeo products (after cost of sales only - no opex) |
Once either of the conditions above are met the payment schedule will resume 30 days thereafter and a payment will be made every 30 days in the following amounts:
1 |
(e) | One Hundred Seventy-Five Thousand Dollars ($75,000); and |
(f) | Three Hundred Seventy-Five Thousand Dollars ($375,000); and | |
(g) | Three Hundred Seventy-Five Thousand Dollars ($375,000); and |
(h) | Three Hundred Seventy-Five Thousand Dollars ($375,000). |
In consideration of modifying the payment schedule the Seller will receive Fifty Thousand (50,000) Options of AppTech Payments Corp. (APCX) The Options will be granted within five business days from the execution of this Amendment with a strike price at the closing price of the date of this Amendment.
Upon delivery of all payments of the Cash Purchase Price by the Purchaser in accordance with this Section 2.2, the Purchaser’s obligations to pay the Cash Purchase Price shall be deemed satisfied and discharged. The Purchaser shall pay or cause the Company to pay all of the Assumed Liabilities when due. Prior to Closing, the Company may transfer to any Affiliate any of its intellectual property unrelated to the Business.
2. Reference. On and after the date hereof, each reference in the MIPA to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import, and each reference to the MIPA in any other agreement, document or other instrument, shall mean, and be a reference to the MIPA, as amended by this Amendment.
3. Counterparts. This Amendment may be executed in one or more counterparts and by facsimile or other electronic transmission, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.
4. Captions. The captions used in this Amendment are intended for convenience of reference only, shall not constitute any part of this Amendment and shall not modify or affect in any manner the meaning or interpretation of any of the provisions of this Amendment.
5. Binding Effect. This Amendment shall be binding upon and inure to the benefit of the respective heirs, executors, administrators, representatives and the permitted successors and assigns of the parties hereto.
6. Conflict. To the extent the terms, conditions and provisions of this Amendment conflict with the terms, conditions and provisions of the Note, the terms, conditions and provisions of this Amendment shall govern and control.
7. Ratification. Except as amended hereby, the terms of the MIPA shall remain unmodified and in full force and effect and are hereby ratified and confirmed by each of the Purchase, Seller and Company.
8. Severability. Any determination that any provision of this Amendment or any application hereof is invalid, illegal or unenforceable in any respect and in any instance shall not affect the validity, legality, or enforceability of such provision in any other instance, or the validity, legality or enforceability of any other provisions of this Amendment.
9. Governing Law. This Amendment and the rights and obligations of the parties under this Amendment shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of laws rules applied in such state.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date first set forth above.
AppTech Payments Corp., | |
a Delaware corporation | |
By: /s/ Luke D’ Angelo | |
Luke D’ Angelo | |
Chairman & CEO | |
Alliance Partners, LLC | |
/s/ Chris Leyva | |
Chris Leyva | |
Chris Leyva | |
/s/ Chris Leyva | |
Chris Leyva | |
3 |
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