0001380389-17-000049 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 27th, 2017 • Acacia Diversified Holdings, Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies • Nevada

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of March 21, 2017, by and between ACACIA DIVERSIFIED HOLDINGS, INC., a Texas corporation (the "Company"), and PEAK ONE OPPORTUNITY FUND, L.P., 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 equity 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").

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EQUITY PURCHASE AGREEMENT
Equity Purchase Agreement • April 27th, 2017 • Acacia Diversified Holdings, Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies • Nevada

This equity purchase agreement is entered into as of March 21, 2017 (this "Agreement"), by and between Acacia Diversified Holdings, Inc., a Texas corporation (the "Company"), and Peak One Opportunity Fund, L.P., a Delaware limited partnership (the "Investor").

SECURITIES PURCHASE AGREEMENT
Securities 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”).

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