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”).
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.
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.”
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”).
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.
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.
CITRUS EXTRACTS, 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 Citrus Extracts, Inc. (“CEI”), Acacia Diversified Holdings, Inc. (“ADH” and, collectively with CEI, “Assignor”) and Citrus Extracts II, LLC (“CEL” or “Assignee”).
