CUSIP No. 68248W108
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13D
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Page 2 of 7 Pages
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1
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NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Isiah
L. Thomas III
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
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(a)
[ ]
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(b)
[ ]
|
|
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS
PF
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
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[ ]
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
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NUMBER
OF
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7
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SOLE
VOTING POWER
3,750,000
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SHARES
BENEFICIALLY
OWNED
BY
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8
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SHARED
VOTING POWER
20,000,000
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EACH
REPORTING
PERSON
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9
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SOLE
DISPOSITIVE POWER
3,750,000
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WITH
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10
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SHARED
DISPOSITIVE POWER
20,000,000
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,750,000
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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[ ]
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.0%
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14
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TYPE
OF REPORTING PERSON
IN
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CUSIP No. 68248W108
|
13D
|
Page 3 of 7 Pages
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
ISIAH
International, LLC
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
[ ]
|
|
(b)
[ ]
|
|
|
3
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SEC
USE ONLY
|
4
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SOURCE
OF FUNDS
WC
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5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
[ ]
|
|
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Illinois
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NUMBER
OF
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7
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SOLE
VOTING POWER
0
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SHARES
BENEFICIALLY
OWNED
BY
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8
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SHARED
VOTING POWER
20,000,000
|
EACH
REPORTING
PERSON
|
9
|
SOLE
DISPOSITIVE POWER
0
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WITH
|
10
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SHARED
DISPOSITIVE POWER
20,000,000
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,000,000
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
[ ]
|
|
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.6%
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14
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TYPE
OF REPORTING PERSON
PN
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CUSIP No. 68248W108
|
13D
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Page 4 of 7 Pages
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Item
1.
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Security
and the Issuer.
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This
Schedule 13D relates to the common stock, par value $0.001 per share (the “Common Stock”), of One World Pharma, Inc., a Nevada
corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 3471 West Oquendo Road, Suite
301, Las Vegas, Nevada 89118.
Item
2.
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Identity
and Background.
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(a)
This statement is being filed jointly by ISIAH International, LLC, an Illinois limited liability company (“Isiah International”),
and Isiah L. Thomas III (“Mr. Thomas” and, together with Isiah International, the “Reporting Persons”).
(b)
The address for each of the Reporting Persons is c/o One World Pharma, Inc., 3471 West Oquendo Road, Suite 301, Las Vegas, Nevada 89118.
(c)
Mr. Thomas is the Issuer’s Chief Executive Officer. In addition, Mr. Thomas is the sole member, Chairman and Chief Executive Officer
of Isiah International, a holding company with interests in a diversified portfolio of companies. The primary business address for Isiah
International is 116 West Jackson Blvd., Suite 109, Chicago, Illinois 6060.
(d)(e)
None of the Reporting Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations
and similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws of finding any violation with respect to such laws.
(f)
Mr. Thomas is a citizen of the United States of America. Isiah International is an Illinois limited liability company.
Item
3.
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Source
or Amount of Funds or Other Consideration.
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On
February 7, 2021, Isiah International entered into a Securities Purchase Agreement (the “Purchase Agreement”) with the Issuer
under which Isiah International agreed to purchase from the Issuer, on the dates provided for in the Purchase Agreement as set forth
below, an aggregate of 200,000 shares of the Issuer’s newly designated Series B Preferred Stock (“Preferred Stock”),
convertible into an aggregate of 20,000,000 shares of Common Stock, for a purchase price of $15.00 per share of Preferred Stock, and
an aggregate purchase price of $3 million.
Date
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Shares
|
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Purchase Price
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Initial Closing Date
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16,666
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$
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249,990
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February 22, 2021
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16,667
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$
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250,005
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March 8, 2021
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16,667
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$
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250,005
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March 22, 2021
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16,667
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$
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250,005
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April 5, 2021
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16,666
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$
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249,990
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April 19, 2021
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16,667
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$
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250,005
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May 17, 2021
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33,334
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$
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500,010
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June 14, 2021
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33,333
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$
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499,995
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July 12, 2021
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33,333
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$
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499,995
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Total
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200,000
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$
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3,000,000
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As
of the date of this filing, Isiah International has made all of the scheduled purchases of Preferred Stock under the Purchase
Agreement as provided above, with the final purchase scheduled for July 12, 2021. All of the purchases were funded by Isiah International
from its working capital, and the final purchase will be funded by Isiah International from its working capital.
CUSIP No. 68248W108
|
13D
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Page 5 of 7 Pages
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In
addition, Mr. Thomas was issued 500,000 shares of Common Stock upon his appointment as Chief Executive Officer of the Issuer, and on
January 1, 2021 he was issued a stock option (the “Option”) to purchase 5,500,000 shares of Common Stock at an exercise price
of $0.13 per share in connection with his employment by the Issuer. The Option vested immediately as to 2,275,000 shares, and as to the
remaining 2,750,000 shares vests in 11 installments of 250,000 shares each, on the 1st day of each of the 11 calendar quarters following
the grant date, beginning April 1, 2021
Item
4.
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Purpose
of Transaction.
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The
Reporting Persons acquired the securities of the Issuer for investment purposes. The Reporting Persons may from time to time review and
consider various alternative courses of action for maximizing the value of their investment. Such alternatives may include, among other
things, the acquisition of additional shares of capital stock of the Issuer on the open market, through privately negotiated transactions
with the Issuer or third parties, by a tender or exchange offer or otherwise; or the sale of all or part of the Reporting Persons’
investment on the open market or in privately negotiated transactions. In pursuing such alternatives, the Reporting Persons may engage
in discussions with the Issuer, other stockholders of the Issuer, and the Reporting Persons’ advisors, concerning the business,
operations and future plans of the Issuer, and strategic alternatives for maximizing stockholder value. In addition, the Reporting Persons’
actions will be subject to prevailing conditions from time to time, including, without limitation, the price and availability of
shares, future evaluations by the Reporting Persons of the business and prospects of the Issuer, regulatory requirements, other investment
opportunities available to the Reporting Persons and general stock market and economic conditions.
Other
than set forth above, the Reporting Persons do not have any other present plans or proposals that relate to or would result in any of
the matters enumerated in paragraphs (a) through (j), inclusive, of item 4 of Schedule 13D, but reserve the right, based on all relevant
factors and subject to applicable law, at any time and from time to time to review or reconsider their position, change their position,
take other actions (including actions that could involve one or more of the types of transactions or have one or more of the results
described in paragraphs (a) through (j) of Item 4 of Schedule 13D) or formulate and implement plans or proposals with respect to any
of the foregoing.
Item
5.
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Interest
in Securities of the Issuer.
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(a)
As of the date of this filing:
Isiah
International beneficially owns 20,000,000 shares of Common Stock, consisting of (i) 16,666,700 shares of Common Stock that may be issued
on conversion of 166,667 shares of Preferred Stock directly held by Isiah International, and (ii) 3,333,300 shares of Common Stock that
may be issued on conversion of 33,333 shares of Preferred Stock to be acquired by Isiah International on July 12, 2021 under the Purchase
Agreement. Based on 61,453,455 shares of Common Stock issued and outstanding on May 14, 2021 (as reported in the Issuer’s most
recent Quarterly Report on Form 10-Q), the 20,000,000 shares of Common Stock beneficially owned by Isiah International constitutes 24.6%
of the outstanding shares of Common Stock.
Mr.
Thomas beneficially owns 23,750,000 shares of Common Stock, consisting of (i) the 20,000,000 shares of Common Stock beneficially
owned by Isiah International, (ii) 500,000 share of Common Stock directly owned by Mr. Thomas, and (iii) 3,250,000 shares of Common Stock
that may be issued on exercise of the Option in the next 60 days (including 250,000 shares of Common Stock that will vest under the Option
on July 1, 2021). Based on 61,453,455 shares of Common Stock issued and outstanding, the 23,750,000 shares of Common Stock beneficially
owned by Mr. Thomas constitutes 28.0% of the outstanding shares of Common Stock.
(b)
Mr. Thomas has the sole power to vote and dispose of the 3,250,000 shares of Common Stock owned by him directly, and shares with Isiah
International the power to vote and dispose of the 20,000,000 shares of Common Stock beneficially owned by Isiah International.
(c)
The information provided in Item 3 is hereby incorporated by reference. There have been no other transactions by the Reporting Persons
in the shares of Common Stock during the past 60 days.
(d)
Not applicable.
(e)
Not applicable
Item
6.
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Contracts,
Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
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Except
as described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting
Person and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any other securities,
finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss,
or the giving or withholding of proxies.
Item
7.
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Material
to be filed as Exhibits.
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Not
applicable.
CUSIP No. 68248W108
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13D
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Page 6 of 7 Pages
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SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Dated:
June 29, 2021
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ISIAH
INTERNATIONAL, LLC
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By:
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/s/
Isiah L. Thomas III
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Name:
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Isiah
L. Thomas III
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Title:
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Chief
Executive Officer
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Dated:
June 29, 2021
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/s/
Isiah L. Thomas III
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Isiah
L. Thomas III
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CUSIP No. 68248W108
|
13D
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Page 7 of 7 Pages
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JOINT
FILING AGREEMENT
The
undersigned hereby consent to the joint filing by any of them of a Statement on Schedule 13D and any amendments thereto, whether heretofore
or hereafter filed, relating to the securities of CT Holdings, Inc. and hereby affirm that this Schedule 13D is being filed on behalf
of each of the undersigned.
Dated:
June 29, 2021
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ISIAH
INTERNATIONAL, LLC
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|
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By:
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/s/
Isiah L. Thomas III
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Name:
|
Isiah
L. Thomas III
|
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Title:
|
Chief
Executive Officer
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Dated:
June 29, 2021
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/s/
Isiah L. Thomas III
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Isiah
L. Thomas III
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