AGREEMENT, made this 12
th of February 2018 by and between
Acacia Diversified Holdings, Inc. (hereinafter the “Company”) having its principal place of business at 00000 00xx Xxxxxx Xxxxx #000, Xxxxxxxxxx Xxxxxxx 00000, and Brehnen Knight (hereinafter the “Consultant”), having his principal place of business at 0000 Xxx Xxxx Xxxxx, Xxxxxxxxx, XX 00000. The Agreement will become effective on the first day the consultation commences and a deposit made.
WHEREAS, the Company desires to retain the Consultant for consulting services relating the Company’s business affairs on a non-exclusive basis, and the Consultant is willing to undertake to provide such services as hereinafter fully set forth:
WITNESSETH
NOW THEREFORE, the parties agree as follows:
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1.
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Term: Twelve (12) months, with services commencing February 12 th of 2018, and at anytime after the first 90 days may be Terminated by either party with immediate effect.
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2.
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Nature of Services: The Company hereby engages the Consultant to render the services hereinafter described during the term hereof (its being understood and agreed that the Consultant is free tender the same or similar services to any other entity selected by it):
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(a)
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Consult with the Company concerning on-going strategic corporate planning and long term investment policies, including any revision of the Company’s business plan, vision and direction or exit strategies. |
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(b)
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Consult with and advise the Company with regards to potential mergers and acquisitions, whether the Company is the acquiring Company or the target of acquisition. |
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(c)
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Identify specific potential merger and acquisition opportunities, and assist in the acquisition of any identified companies should they occur within the hemp or cannabis sectors. |
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(d)
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Identify strategic opportunities on a state by state basis based on the current local regulations and licenses in the hemp and cannabis sectors. |
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3.
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Responsibilities of the Company: The Company shall provide the Consultant with all financial and business information about the Company as reasonably requested by the Consultant in a timely manner. In addition, executive officers and directors of the Company shall make themselves available for personal consultations either with the Consultant and/or third party designees, subject to reasonable prior notice, pursuant to the request of the Consultant.
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4.
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Compensation: For corporate financial advisory services, due diligence and other services which will be provided to the Company from time to time over the course
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of our engagement, the parties mutually agree that the Consultant will be entitled to the following compensation:
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(a)
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For business development, strategic planning and other consulting work to be accomplished not related to any financing, the Company will pay a retainer fees of $1,893 per day as compensation for the Term of the Agreement. The retainer fees may be taken in cash or shares in the Company at the Company’s election. If taken in shares the conversion price shall be fixed at $0.50 per share. Fees accrue daily with 500,000 shares due upon signing and 100,000 shares per month beginning in the sixth (6th) month or otherwise agreed by the parties. Any agreed portion of the fee may be paid in advance if required to cover out of pocket third party costs borne by the Consultant, including other consultants as agreed by the Company and the Consultant |
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(b)
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The Company hereby irrevocably agrees not to circumvent, avoid, bypass or obviate directly or indirectly, the intent of this Agreement, to avoid payment of fees, in any transaction with any corporation, partnership or individual, introduced by the Consultant to the Company in connection with any project, or any other transaction involving any products, transfers or contracts, or third party assignments thereof. |
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5.
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Expenses: The Company shall also reimburse the Consultant for actual out of pocket expenses including, but not limited to, facsimile, postage, printing, photocopying, and entertainment, incurred by the Consultant with the prior consent of the Company and in connection with the performance by the Consultant of its duties hereunder. The Company shall also reimburse the Consultant for the costs of all travel and related expenses incurred by the Consultant in connection with the performance of its services hereunder, provided that all such costs and expenses have been authorized, in advance, by the Company, and the Consultant shall not expend more than $250.00 for expenses without the prior written approval of the Company.
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6.
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Other Services and Compensation: The Consultant may, from time to time during the term hereof, present to the Company potential merger or acquisition candidates. In the event of the Company consummates a business combination with any such Company presented by the Consultant (whether the Company is acquiring Company or the target Company or survives or does not survive a merger), the Company will pay to the Consultant a fee in accordance with the generally accepted industry standards (the Xxxxxx Formula) or as may otherwise be agreed upon between the Consultant and the Company in advance. In case of termination this Agreement or conclusion thereof, these terms and conditions of this Section 6 will survive and be in full effect for a period of twelve (12) months from the termination or conclusion of this Agreement.
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7.
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Indemnification: The Parties agree to indemnify and hold harmless each other and their affiliates, and their respective officers, director, employees, agents and controlling persons (The Parties and each such other persons and entities being an “Indemnified Party” for the purposes of this section) from and against any and all losses, claims, damages, and liabilities to which such Indemnified Party may become subject under any applicable federal or state law, or otherwise related to or
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arising out of any transaction contemplated by this Agreement and the performance by the Consultant of the services contemplated by this Agreement. The Indemnified Party shall promptly notify the Party from which it is seeking indemnification, in writing, of any such loss, claim, damage or liability as it is incurred and provide such Party with the opportunity to defend against or settle such matter with counsel of its choice. Any Party against whom indemnification may be sought shall not be liable to indemnify or provide contribution for any settlement effected without the indemnifying party's prior written consent. In the event that the foregoing indemnity is unavailable or insufficient to hold any Indemnified Party harmless, then the other party shall contribute to the amounts paid or payable by such Indemnified Party in respect of such losses, claims in such proportion as is appropriate to reflect not only the relative benefits received by the Parties, but also the relevant fault of each Party, as well as any other relevant equitable considerations.
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8.
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Complete Agreement: This Agreement contains the entire Agreement between the parties with respect to the contents hereof supersedes all prior agreements and understandings between the parties with the respect to such matters, whether written or oral. Neither this Agreement, nor any term or provisions hereof may be changed, waived, discharged or amended in any manner other than by any instrument in writing, signed by the party against which the enforcement of the change, waiver, discharge or amendment is sought.
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9.
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Counterparts: This Agreement may be executed in two or more counterparts, each of which shall be an original but all of which shall constitute one Agreement.
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10.
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Survival: Any termination of this Agreement shall not, however, affect the on- going provisions of this Agreement which shall survive such termination in accordance with their terms.
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11.
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Disclosure: Any financial advice rendered by the Consultant pursuant to this Agreement may not be disclosed publicly in any manner without the prior written approval of the Consultant, unless required by law or statute or any court, governmental or regulatory agency. All non-public information given to the Consultant by the Company will be treated by the Consultant as confidential information and the Consultant agrees not to make use of such information other than in connection with its performance of this Agreement, provided however that any such information may be disclosed if required by any court or governmental or regulatory authority, board or agency. “Non-public information” shall not include any information which (i) is or becomes generally available to the public other than as a result of a disclosure by the Consultant; (ii) was available to the Consultant prior to its disclosure to the Consultant by the Company, provided that such information is not known by the Consultant to be subject to another confidentiality agreement with another party; or (iii) becomes available to the Consultant on a non-
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confidentiality basis from a source other than the Company, provided that such source is not bound by a confidentiality agreement with the Company.
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12.
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Notice: Any or all notices, designations, consents, offers, acceptance or other communication provided for herein shall be given in writing and delivered in person or by registered or certified mail, return receipt requested, directed to the address shown below unless notice of a change of address is furnished:
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If to Consultant:
0000 Xxx Xxxx Xxxxx
Xxxxxxxxx, XX 00000
If to Company:
00000 00xx Xx. Xxxxx
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13.
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Severability: Whenever possible, each provision of Agreement will be interpreted in such manner as to be effective and valid under applicable law. If any provision of this Agreement is held to be invalid, illegal or unenforceable provision had never been contained herein.
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(a)
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Except as provided in Section 7, neither the Consultant nor its affiliates. Or their respective officers, directors, employees, agents or controlling persons shall be liable, responsible or accountable in damages or otherwise to the Company or its affiliates, or their respective officers, directors, employees, agents or controlling persons for any act or omission performed or omitted by the Consultant with the respect to the services provided by its pursuant or otherwise relating to or arising out of this Agreement. |
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(b)
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All final decisions with the respect to consultation, advice and services rendered by the Consultant to the Company shall rest exclusively with the Company, and Consultant shall not have any right or authority to bind the Company to any obligation or commitment. |
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(c)
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The parties hereby agree to submit any controversy or claim arising out of or relating to this Agreement to final binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, and further agree that immediately after the filing of a claim as provided herein they shall in good faith attempt mediation in accordance with the AAA Commercial Mediation Rules; provided, |
however, that the proposed mediation shall not interfere with or in any way impede the progress of arbitration. The parties also agree that (i) the AAA Optional Rules for Emergency Measures of Protection shall apply to any proceedings initiated hereunder; (ii) the arbitrator shall be authorized and
empowered to grant any remedy or relief, which the arbitrator deems just and equitable in nature, including, but not limited to, specific performance, injunction, declaratory judgment and other forms of provisional relief in addition to a monetary award; (iii) the arbitrator may make any other decisions including interim, interlocutory or partial findings, orders and awards to the full extent provided in Rule 45 of the Commercial Arbitration Rules; and (iv) the arbitrator shall be empowered and authorized to award attorneys’ fees to the prevailing party in accordance with Rule45 (d).
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(d)
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This Agreement and the legal relations among the parties hereto shall be governed by and construed in accordance with the laws of the State of Florida without regard to the conflicts of laws principals thereof or the actual domiciles of the parties. Any arbitration or mediation inherited by the parties as provided herein shall be filed and maintained exclusively with the American Arbitration Association’s offices located in New York, NY and the parties further agree that the provisions of paragraph 8, above, may be enforced by any court of competent jurisdiction, and the party seeking enforcement shall be entitled to and award of all costs, fees and expenses, including attorneys’ fees, to be paid by the party against whom enforcement is ordered. |
Agreed and accepted on February 12th, 2018 by and between:
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COMPANY
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CONSULTANT
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By: /s/ Xxxx Xxxxxxx
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By: /s/ Brehnen Knight
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Xxxx Xxxxxxx Its: CEO
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Brehnen Knight
Its: an Individual
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