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Entry into a Material Definitive Agreement, Other Events

Item 1.01 Entry into a Material Definitive Agreement.
Placement Agent Agreement
On January 21, 2015, Chuma Holdings, Inc. (the “Company”) originally entered into a Placement Agent Agreement (the “Agreement”) with Spencer Edwards, Inc. (“Spencer Edwards”). However, on February 17, 2015, the Company ratified the Agreement to have an effective date of February 13, 2015. Pursuant to the Agreement, Spencer Edwards will act as the Company’s exclusive placement agent for the Company in connection with an offering of the Company’s securities on a best efforts basis (the “Offering”).

Pursuant to the terms of the Agreement, the Company is obligated to provide Spencer Edwards with the compensation set forth below:

(i) A 2% non-accountable expense allowance;

(ii) A 10% sales commission of the gross proceeds of the Offering; and

(iii) 10% Placement Agent Warrant as defined in Section 12 of the Agreement that is incorporated by reference herein.

The Company has appointed Spencer Edwards as its exclusive placement agent within the territories of the United States until July 31, 2015, unless one party provides written notice of termination to the other party for failure to comply with the terms of the Agreement.

A copy of the Agreement is filed as Exhibit 10.1 to this Current Report in its entirety and is incorporated by reference herein.


Item 8.01 Other Events.On February 13, 2015, the Company issued a press release (the “Press Release”) announcing the engagement with Spencer Edwards. A copy of this Press Release is furnished as Exhibit 99.1 to this Current Report in its entirety and is incorporated by reference herein.

Item 9.01     Financial Statements and Exhibits

Exhibit No.    Description

10.1         Placement Agent Agreement between Chuma Holdings, Inc. and Spencer
Edwards, Inc.

99.1         Press release dated February 13, 2015.

MAPH Enterprises, LLC | (305) 414-0128 | 1501 Venera Ave, Coral Gables, FL 33146 |
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