0001185185-12-002599 Sample Contracts

Novation Agreement
Novation 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.

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SETTLEMENT AGREEMENT AND RELEASE
Settlement Agreement • November 19th, 2012 • Acacia Diversified Holdings, Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies
FORM OF 8-K
Settlement Agreement • November 19th, 2012 • Acacia Diversified Holdings, Inc. • 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”).

TERMINATION OF LEASE
Termination 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").

IRREVOCABLE WRITTEN CONSENT
Irrevocable Written Consent • November 19th, 2012 • Acacia Diversified Holdings, Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies • Ohio

This IRREVOCABLE WRITTEN CONSENT (this "Consent") is made effective this 28th day of February, 2012 (the "Effective Date"), by each of Acacia Automotive, Inc., a Texas corporation ("AA"), and Steven L. Sample ("Sample") in favor of each of Alexis Ann Jacobs ("Jacobs"), Keith E. Whann ("Whann"), CAA Liquidation, LLC (fka Chattanooga Auto Auction Limited Liability Company) ("CAA"), and Auction Venture Limited Liability Company ("Auction Venture").

RELEASE
Release • November 19th, 2012 • Acacia Diversified Holdings, Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies • Ohio

This RELEASE (this "Release") is granted effective as of the ____ day of ________________, 2012 (the "Effective Date") by CAA Liquidation, LLC (fka Chattanooga Auto Auction Limited Liability Company) ("CAA") in favor of each of Acacia Automotive, Inc., a Texas corporation ("AA"), and Acacia Chattanooga Vehicle Auction, Inc., a Tennessee corporation ("AC").

GENERAL RELEASE
General Release • November 19th, 2012 • Acacia Diversified Holdings, Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies • Ohio

This GENERAL RELEASE (this "Release") is granted effective as of the ____ day of ________________, 2012 (the "Effective Date") by each of Acacia Automotive, Inc., a Texas corporation ("AA"), Acacia Chattanooga Vehicle Auction, Inc., a Tennessee corporation ("AC"), and Steven L. Sample ("Sample", and together with AA and AC, the "Sample Parties") in favor of each of Alexis Ann Jacobs ("Jacobs"), Keith E. Whann ("Whann"), CAA Liquidation, LLC (fka Chattanooga Auto Auction Limited Liability Company) ("CAA"), and Auction Venture Limited Liability Company ("Auction Venture", and together with Jacobs, Whann, and CAA, the "Jacobs Parties").

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