REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 14th, 2019 • Acacia Diversified Holdings, Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies • California
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 1, 2019, by and between ACACIA DIVERSIFIED HOLDINGS, INC., a Texas corporation (the “Company”), and TRITON FUNDS LP, a Delaware limited partnership (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the common stock purchase agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
ContractEquity Purchase Agreement • June 22nd, 2018 • Acacia Diversified Holdings, Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies • Nevada
GIBBS CONSTRUCTION, INC. NONQUALIFIED STOCK OPTION LETTER AGREEMENT FOR NONEMPLOYEESGibbs Construction Inc • March 19th, 1999 • General bldg contractors - nonresidential bldgs
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • February 14th, 2019 • Acacia Diversified Holdings, Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies • California
This common stock purchase agreement is entered into as of February 1, 2019 (this “Agreement”), by and between ACACIA DIVERSIFIED HOLDINGS, INC., a Texas corporation (the “Company”), and TRITON FUNDS LP, a Delaware limited partnership (the “Investor”).
SECURITY AGREEMENT INCLUDING A PROVISION FOR FUTURE ADVANCESSecurity Agreement • November 3rd, 2017 • Acacia Diversified Holdings, Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies • Florida
For good and valuable consideration the receipt and sufficiency of which is hereby acknowledged including without limitation the agreement that Secured Party has loaned to the parent corporation of Debtor the monies in the amounts and on the terms contained in the Consolidated Promissory Note in the original principal amount of $558,400.00 dated as of September 27, 2017 made by the parent corporation of Debtor payable to Secured Party (“Consolidated Promissory Note”) and as contained in this Security Agreement and to secure payment and performance of the obligations of the parent corporation of Debtor: (i) under the Consolidated Promissory Note, plus interest and any extensions, future advances, renewals, modifications or novations thereof (the “Note”); (2) the other documents given by the parent corporation of Debtor to Secured Party (“Documents”); (iii) any other obligations of the parent corporation of Debtor to Secured Party; and (iv) all costs and expenses incurred by Secured Part
SUBSCRIPTION AGREEMENTSubscription Agreement • March 12th, 2020 • Acacia Diversified Holdings, Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies • Florida
EMPLOYMENT AGREEMENTEmployment Agreement • February 14th, 2019 • Acacia Diversified Holdings, Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies • Florida
This Employment Agreement (the “Employment Agreement”) is made and entered into as of January 30, 2017, with an effective date and commencement date of May 1st, 2016 (the “Effective Date” or the “Commencement Date”), by and between Acacia Diversified Holdings, Inc., a Texas corporation (the “Company”), and Richard K. Pertile (the “Executive”). Notwithstanding any other usage of the term “Company” within this Employment Agreement, each and every instance of that term is intended, through any and all expansions or further illustrations or lack thereof within this Employment Agreement and any addendums, exhibits or notices thereto, shall be construed to mean Acacia Diversified Holdings, Inc. (including any subsequent name changes associated therewith), all its subsidiaries (whether wholly or partially owned), and any and all other assets and holdings of the Company and any of its subsidiaries whether named or not named, including but not limited to the capital stock and all assets owned b
EMPLOYMENT AGREEMENTEmployment Agreement • August 27th, 2012 • Acacia Diversified Holdings, Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies • Texas
This Employment Agreement (the “Agreement”) is made and entered into as of July 26, 2012, by and between ACACIA DIVERSIFIED HOLDINGS, INC., a Texas corporation (the “Company”), and Steven L. Sample (the “Executive”). Notwithstanding any other usage of the term “Company” within this Agreement, each and every instance of that term is intended, through any and all expansions or further illustrations or lack thereof within this Agreement and any addendums, exhibits or notices thereto, shall be construed to mean Acacia Diversified Holdings, Inc. (including any subsequent name changes associated therewith), all its subsidiaries (whether wholly or partially owned), and any and all other assets and holdings of the Company and any of its subsidiaries whether named or not named, including but not limited to the capital stock and all assets owned by and/or associated with each of those entities, whether that terms shall be used in conjunction with but not limited to matters in this Agreement rela
Non-COMPETITION AND RESTRICTIVE COVENANT AGREEMENTNon-Competition and Restrictive Covenant Agreement • July 16th, 2015 • Acacia Diversified Holdings, Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies • Florida
This NON-COMPETITION AND RESTRICTIVE COVENANT AGREEMENT (this “Agreement”), is made and entered into as of June 29, 2015, between Citrus Extracts II, LLC, a Florida limited liability company (together with its subsidiaries and affiliates, the “Company”), and William A. Sample, a Florida resident (“Sample”).
ARTICLE 1Stock Purchase and Subscription Agreement • December 8th, 2006 • Gibbs Construction Inc • General bldg contractors - nonresidential bldgs • Texas
INTANGIBLE ASSET ASSIGNMENTIntangible Asset • July 16th, 2015 • Acacia Diversified Holdings, Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies
THIS INTANGIBLE ASSET ASSIGNMENT AGREEMENT (the “Assignment”) shall be deemed made and entered into as of the 29th day of June, 2015, (“Effective Date”) by and between Citrus Extracts, Inc., a Florida corporation, Edward W. Sample (with Citrus Extracts, Inc., “Assignor”), and Citrus Extracts II, LLC, a Florida limited liability company (“Assignee”). This Assignment is made pursuant to the Asset Purchase Agreement (the “Agreement”) dated as of the date hereof by and between Citrus Extracts, Inc., Assignee, and certain other parties. Any capitalized term used but not defined in this Assignment shall have the meaning, if any, set forth in the Agreement.
DEFINITIVE ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 5th, 2018 • Acacia Diversified Holdings, Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies • Florida
THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of July 29, 2017, is entered into by and between Acacia Diversified Holdings, Inc., a Texas corporation (“ADH”); and MEDAHUB Operations Group, Inc. (“MEDAHUB Operations”) and MEDAHUB INC (“MEDAHUB, INC.), (individually, collectively and jointly the “Seller Businesses”). ADH is referred to herein as the “Buyer” or the “Company”. MEDAHUB Operations and MEDAHUB Inc. , are individually, jointly and collectively referred to herein as the “ MEDAHUB” or the “Seller”. The Buyer and the Seller are referred to collectively herein as the "Parties," and individually as a "Party."
CITRUS EXTRACTS TRANSPORT SERVICES, LLC ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • July 16th, 2015 • Acacia Diversified Holdings, Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies • Florida
This Assignment and Assumption Agreement (this “Assignment and Assumption Agreement”) is made and entered into as of June 29, 2015, by and between Acacia Transport Services, Inc. (“Assignor”) and Citrus Extracts Transport Services, LLC (“CETS” or “Assignee”).
Novation AgreementNovation Agreement • November 19th, 2012 • Acacia Diversified Holdings, Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies
CAA Liquidation, LLC (fka Chattanooga Auto Auction Limited Liability Company) (Transferee), a limited liability company duly organized and existing under the laws of Ohio with its principal office in Columbus, Ohio; Acacia Chattanooga Vehicle Auction, Inc. dba Chattanooga Auto Auction, Inc. (Transferor), a corporation duly organized and existing under the laws of Tennessee with its principal office in Chattanooga, Tennessee; and the United States of America (Government) enter into this Agreement effective as of the ____ day of ________________, 2012.
DEFINITIVE SUPPLY AND PROFIT SHARING AGREEMENTDefinitive Supply • September 30th, 2014 • Acacia Diversified Holdings, Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies • Florida
THIS AGREEMENT is made and entered into this 20th day of August, 2013, by and between UNCLE MATT’S ORGANIC, INC., a Delaware corporation, (“UNCLE MATT’S”) having its principal address at 1645 East Highway 50, Suite 102, Clermont, FL 34711, and CITRUS EXTRACTS, INC., a Florida corporation, (“CITRUS EXTRACTS”) having its principal address at 3495 South U.S. Highway 1, Bldg. 12E, Ft. Pierce, FL 34982.
Right of First Refusal to Purchase Common StockRight of First • January 19th, 2016 • Acacia Diversified Holdings, Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies
AGREEMENT made this 15th day of January, 2016 with an effective date of January 4, 2016 (the “Effective Date”), by and between Steven L. Sample (“Mr. Sample” or “Seller”), and Richard K. Pertile (“Mr. Pertile” or “Optionee”) individuals residing in the State of Florida (each a “Party” and collectively the "Parties").
CONSULTING AGREEMENTConsulting Agreement • February 26th, 2018 • Acacia Diversified Holdings, Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies • Florida
AGREEMENT, made this 12th of February 2018 by and between Acacia Diversified Holdings, Inc. (hereinafter the “Company”) having its principal place of business at 13575 58th Street North #138, Clearwater Florida 33760, and Brehnen Knight (hereinafter the “Consultant”), having his principal place of business at 2907 Via Loma Vista, Escondido, CA 92029. The Agreement will become effective on the first day the consultation commences and a deposit made.
ACQUISITION AGREEMENT AND PLAN OF SHARE EXCHANGEAcquisition Agreement • June 11th, 2020 • Acacia Diversified Holdings, Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies • Maryland
AGREEMENT, made effective this March 31, 2020 (the “Effective Date”) by and among ACACIA DIVERSIFIED HOLDINGS, INC., a Texas corporation, (“ACCA”); ORCIM FINANCIAL HOLDINGS, LLC, a Maryland Company (“OFH”); RICHARD PERTILE and the Board of Directors; NeIL GHOLSOn, RICHARD PAULA, and DANNY GIBBS shareholders, Officers and Directors of ACCA; and JEFF BEARDEN (referred to as “MANAGING MEMBER”), officer and authorized agent for OFH.
CONSOLIDATED LOAN AGREEMENTConsolidated Loan Agreement • November 3rd, 2017 • Acacia Diversified Holdings, Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies
This Consolidated Loan Agreement (“Agreement”) is dated as of September 25, 2017 by and between Acacia Diversified Holdings, Inc., a Texas corporation (“Acacia”) and Richard K. Pertile, individually (“Pertile”).
DEFINITIVE SUPPLY [REDACTED] AGREEMENTDefinitive Supply • April 3rd, 2014 • Acacia Diversified Holdings, Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies • Florida
THIS AGREEMENT is made and entered into this 20th day of August, 2013, by and between UNCLE MATT’S ORGANIC, INC., a Delaware corporation, (“UNCLE MATT’S”) having its principal address at 1645 East Highway 50, Suite 102, Clermont, FL 34711, and CITRUS EXTRACTS, INC., a Florida corporation, (“CITRUS EXTRACTS”) having its principal address at 3495 South U.S. Highway 1, Bldg. 12E, Ft. Pierce, FL 34982.
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement and Release • November 19th, 2012 • Acacia Diversified Holdings, Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies
ASSET PURCHASE AGREEMENT by and between ACACIA AUTOMOTIVE, INC. (the “SELLER”) and SOUTHERN VEHICLE AUCTIONS, INC. (the “BUYER”) June 28, 2012Asset Purchase Agreement • August 27th, 2012 • Acacia Diversified Holdings, Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies • South Carolina
FORM OF 8-KAcacia Diversified Holdings, Inc. • November 19th, 2012 • Wholesale-motor vehicles & motor vehicle parts & supplies
On February _____, 2012, Acacia Automotive, Inc. (“the Company”) and its Chief Executive Officer, Mr. Steven L. Sample (“Mr. Sample”) entered into a global Settlement and Release Agreement (the “Agreement”) concluding its litigation with Mr. Tony Moorby (“Mr. Moorby”) and Mr. David Bynum (“Mr. Bynum”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • July 16th, 2015 • Acacia Diversified Holdings, Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies • Florida
This Asset Purchase Agreement (this “Agreement”), dated as of June 29, 2015, is entered into by and between Acacia Diversified Holdings, Inc., a Texas corporation (“ADH”), and its wholly-owned subsidiaries Citrus Extracts, Inc., a Florida corporation (“CEI”), and Acacia Transport Services, Inc., a Florida corporation (“ATS”); and Citrus Extracts II, LLC, a Florida limited liability company (“CEL”), and Citrus Extracts Transport Services, LLC (“CETS”). ADH, CEI and ATS are individually and collectively referred to herein as the “Seller.” CEL and CETS are individually and collectively referred to herein as the “Buyer.”
ASSET PURCHASE AGREEMENT by and between CHATTANOOGA AUTO AUCTION LIMITED LIABILITY COMPANY and ACACIA AUTOMOTIVE, INC. August 31, 2009Asset Purchase Agreement • September 16th, 2009 • Acacia Automotive Inc • Wholesale-motor vehicles & motor vehicle parts & supplies • Ohio
THIS LEASE ("Lease") is made this 26th day of December, 2009, by and between Auction Venture Limited Liability Company, an Ohio limited liability company (hereinafter sometimes referred to as "Landlord"), with offices at c/o Alexis Ann Jacobs, 4700 Groveport Road, Obetz, Ohio 43207 and Acacia Chattanooga Vehicle Auction, Inc., with offices at 2120 Stein Drive, Chattanooga, Tennessee (hereinafter sometimes referred to as "Tenant") a Tennessee corporation and wholly-owned subsidiary of Acacia Automotive, Inc., a Texas corporation, with offices at 2806 SE 29th Street, Ocala, Florida 34471, who hereby mutually covenant and agree as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 27th, 2017 • Acacia Diversified Holdings, Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies • Nevada
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 25, 2017, is entered into by and between ACACIA DIVERSIFIED HOLDINGS, INC., a Texas corporation, (the “Company”) and PEAK ONE OPPORTUNITY FUND, L.P., a Delaware limited partnership (the “Buyer”).
TERMINATION OF LEASETermination of Lease • November 19th, 2012 • Acacia Diversified Holdings, Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies
THIS TERMINATION OF LEASE ("Termination") is made and entered into this 28th day of February, 2012, by and between Auction Venture Limited Liability Company, an Ohio limited liability company ("Landlord") and Acacia Chattanooga Vehicle Auction, Inc., a Tennessee corporation ("Tenant").
CITRUS EXTRACTS TRANSPORT SERVICES, LLC WARRANTY BILL OF SALEAcacia Diversified Holdings, Inc. • July 16th, 2015 • Wholesale-motor vehicles & motor vehicle parts & supplies • Florida
This Bill of Sale is entered into as of June 29, 2015 by Acacia Transport Services, Inc., a Florida corporation (“Seller”), in favor of Citrus Extracts Transport Services, LLC, a Florida limited liability company (“Buyer”). This Bill of Sale is made pursuant to the Asset Purchase Agreement (the “Agreement”) dated as of the date hereof by and between Seller, Buyer, and certain other parties, to transfer the CETS Assets, as fully defined in the Agreement. Any capitalized term used but not defined in this Bill of Sale shall have the meaning, if any, set forth in the Agreement.
REVOLVING LOAN AGREEMENTRevolving Loan Agreement • October 19th, 2012 • Acacia Diversified Holdings, Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies • Ohio
THIS REVOLVING LOAN AGREEMENT (as the same may be amended, modified, supplemented, extended, renewed, restated or replaced from time to time the “Agreement”) is made and entered into as of December 26, 2009 by and between Alexis Ann Jacobs, an individual, whose address is 4700 Groveport Road, Obetz, Ohio 43207 (the “Lender”), and Acacia Chattanooga Vehicle Auction, Inc., a Tennessee corporation, whose address is 2120 Stein Drive, Chattanooga, Tennessee 37421 (the “Borrower”).
STOCK PLEDGE AGREEMENTStock Pledge Agreement • January 19th, 2016 • Acacia Diversified Holdings, Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies • Florida
THIS STOCK PLEDGE AGREEMENT (this “Agreement”) is made as of January 15, 2016 by Steven L. Sample (the “Pledgor”), in favor of Richard K. Pertile, an individual (the “Pledgee”).
MODIFIED EMPLOYMENT AGREEMENTModified Employment Agreement • January 19th, 2016 • Acacia Diversified Holdings, Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies • Florida
This Modified Employment Agreement (the “Modified Agreement”) is made and entered into as of January 15, 2016, with an effective date and commencement date of January 4, 2016 (the “Effective Date” or the “Commencement Date”), by and between Acacia Diversified Holdings, Inc., a Texas corporation (the “Company”), and Steven L. Sample (the “Executive”). Notwithstanding any other usage of the term “Company” within this Modified Agreement, each and every instance of that term is intended, through any and all expansions or further illustrations or lack thereof within this Modified Agreement and any addendums, exhibits or notices thereto, shall be construed to mean Acacia Diversified Holdings, Inc. (including any subsequent name changes associated therewith), all its subsidiaries (whether wholly or partially owned), and any and all other assets and holdings of the Company and any of its subsidiaries whether named or not named, including but not limited to the capital stock and all assets owne
Non-Competition AgreementNon-Competition Agreement • January 19th, 2016 • Acacia Diversified Holdings, Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies • Florida
This Non-Competition And Restrictive Covenant Agreement (this “Agreement”), is made and entered into as of January 15, 2016, with an effective date (the “Effective Date”) of January 4, 2016 between Acacia Diversified Holdings, Inc., a Texas corporation (together with its subsidiaries and affiliates, “Acacia” or the “Company”), and Richard K. Pertile, a Florida resident (“Pertile”).
INTANGIBLE ASSET ASSIGNMENTIntangible Asset Assignment • July 16th, 2015 • Acacia Diversified Holdings, Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies
THIS INTANGIBLE ASSET ASSIGNMENT AGREEMENT (the “Assignment”) shall be deemed made and entered into as of the 29th day of June, 2015, (“Effective Date”) by and between Acacia Transport Services, Inc., a Florida corporation (“Assignor”), and Citrus Extracts Transport Services, LLC, a Florida limited liability company (“Assignee”). This Assignment is made pursuant to the Asset Purchase Agreement (the “Agreement”) dated as of the date hereof by and between Assignor, Assignee, and certain other parties. Any capitalized term used but not defined in this Assignment shall have the meaning, if any, set forth in the Agreement.
CITRUS EXTRACTS II, LLC WARRANTY BILL OF SALEAcacia Diversified Holdings, Inc. • July 16th, 2015 • Wholesale-motor vehicles & motor vehicle parts & supplies • Florida
This Bill of Sale is entered into as of June 29, 2015 by Acacia Diversified Holdings, Inc., a Texas corporation, and its wholly-owned subsidiary, Citrus Extracts, Inc., a Florida corporation (together with Acacia Diversified Holdings, Inc., “Seller”), in favor of Citrus Extracts II, LLC, a Florida limited liability company (“Buyer”). This Bill of Sale is made pursuant to the Asset Purchase Agreement (the “Agreement”) dated as of the date hereof by and between Seller, Buyer, and certain other parties, to transfer the Purchased Assets, as defined in the Agreement. Any capitalized term used but not defined in this Bill of Sale shall have the meaning, if any, set forth in the Agreement.
STOCK POWERStock Power • January 19th, 2016 • Acacia Diversified Holdings, Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to Richard K. Pertile, pursuant to the terms and conditions of that certain Right of First Refusal to Purchase Common Stock by and between Steven L. Sample and Richard K. Pertile and that certain Asset Purchase Agreement (the “APA”) by and between the MariJ Group and Acacia Diversified Holdings, Inc. a Texas corporation (“Acacia” or the “Corporation”), up to and including 2,500,000 shares of Common stock of Acacia, standing in the name of the undersigned on the books of the Corporation and represented by Certificate Numbers CS1-511, CS1-512, and CS1-525 representing 1,000,000 shares, 1,000,000 shares, and 500,000 shares, respectively. The undersigned hereby irrevocably constitutes and appoints Richard K. Pertile as its true and lawful attorney-in-fact in accordance with the Right of First Refusal to Purchase Common Stock and the APA, with full power of substitution in the premises, to transfer this stock on the boo
