Alpine 4 Automotive Technologies Ltd. (Form: S-4/A, Received: 01/20/2015 14:42:03)

Rights of Alpine 4 Shareholders									Rights of AutoTek Shareholders
Authorized Capital Stock

The authorized capital stock of Alpine 4 consists of 500,000,000 shares of Common Stock, par value $.0001 per share, (the "Common Stock"), of which there were 84,200,000 issued and outstanding as of the date of this proxy statement/registration statement, and 5,000,000 shares of Preferred Stock, (the “Preferred Stock”) par value $.0001 per share, of which none have been designated or issued.									The authorized capital stock of AutoTek consists of 40,000,000 shares of common stock, no par value per share, and no shares of preferred stock authorized.
Special Meetings of Shareholders

The DGCL provides that a special meeting of shareholders may be called by the board of directors or by any other person authorized to do so in the certificate of incorporation or bylaws. Alpine 4’s Bylaws provide that the President, or the Board of Directors may call special meetings of the stockholders at any time, or stockholders entitled to cast at least one-fifth of the votes, which all stockholders are entitled to cast at the particular meeting.									The Arizona corporation law (“ACL”) provides that a corporation shall hold a special meeting of its shareholders on the call of its board of directors or the person or persons authorized to do so by the articles of incorporaton or bylaws. AutoTek’s charter and AutoTek’s bylaws provide that a special meeting of shareholders may be called by the President or Secretary or by the holders of at least a majority of the outstanding shares of stock.
Notice of Shareholder Meetings

The DGCL and Alpine 4’s bylaws provide that written notice of any meeting must be given not less than 10 or more than 60 days before the date of the meeting to each shareholder of record entitled to vote at such meeting, unless otherwise required by law.									The (“ACL”) and AutoTek’s bylaws provide that written notice shall be given not less than 10 nor more than 60 days before the meeting date, except that notice shall be given not less than 20 nor more than 60 days before the shareholder meeting in the case of a meeting to act on an amendment to the articles of incorporation, a plan of merger or share exchange, the sale, lease, exchange or other disposition of all or substantially all of the corporation’s assets other than in the regular course of business or the dissolution of the corporation.

Shareholder Proposals and Nominations of Candidates for Election to the Board of Directors

Alpine 4’s bylaws do not specify requirements for shareholders to propose business to be brought before an annual meeting.									AutoTek’s bylaws do not specify requirements for shareholders to propose business to be brought before an annual meeting.

Shareholder Action by Written Consent

The DGCL provides that unless otherwise provided in the certificate of incorporation, shareholders may act by written consent of the holders of the minimum number of votes that would be needed to approve such a matter at an annual or special meeting of shareholders at which all shares entitled to vote were present and voted. Alpine 4’s Bylaws provide that any action required to be taken at any annual or special meeting of stockholders of a corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Alpine 4’s Bylaws also provide that prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.		The ACL provides that actions required or permitted to be taken at a shareholders' meeting may be taken without a meeting if the action is taken by all of the shareholders entitled to vote on the action. AutoTek’s bylaws provide that any action that may be taken by vote of the stockholders at a meeting may be taken without a meeting if approved by the written consent of the holders of at least a majority of the voting power, unless the ACL requires a greater proportion of voting power, which it does.
Cumulative Voting

The DGCL provides that a corporation may provide in its certificate of incorporation for cumulative voting by shareholders in the election of directors. Alpine 4’s Bylaws are silent with respect to cumulative voting by shareholders in the election of directors.		The ACL provides that unless otherwise provided in the articles of incorporation, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present. The AutoTek Articles and bylaws are silent with respect to cumulative voting.

Appraisal and Dissenters’ Rights

The DGCL provides that appraisal rights are available in certain circumstances for shares of a constituent corporation in a merger. Because the transactions in which Alpine 4 is involved with AutoTek do not constitute a merger, Alpine 4 shareholders do not have appraisal rights in connection with the Asset Purchase Transaction or the Share Exchange.		The ACL provides that shareholders are entitled to dissent from, and obtain payment of the fair value of the shareholder’s shares in the event of, specified corporate actions. Although the Asset Purchase Transaction is not included in the types of transactions requiring dissenters’ rights under the ACL, the AutoTek Board determined to provide dissenters’ rights to the AutoTek shareholders in connection with the Asset Purchase Transaction. Accordingly, AutoTek shareholders entitled to vote on the Asset Purchase Transaction have the right to dissent from, and obtain payment of the “fair value” of their shares in connection with the Asset Purchase Transaction. See “Dissenters’ Rights” beginning on page 53.

Number of Directors

The DGCL provides that the board of directors of a Delaware corporation must consist of one or more directors as fixed by or in the manner provided in the corporation’s bylaws, unless the certificate of incorporation fixes the number of directors, in which case a change in the number may be made only by an amendment to the certificate of incorporation. Alpine 4’s charter and bylaws provide that the number of directors constituting the Alpine 4 Board will be not less than one. The number of directors which will constitute the whole Alpine 4 Board will be determined from time to time by resolution adopted by a majority of the Alpine 4 Board then in office.		The ALC provides that a board of directors shall consist of one or more individuals, with the number specified in or fixed in accordance with the articles of incorporation or bylaws, and that the articles of incorporation or bylaws may establish a variable range for the size of the board of directors by fixing a minimum and maximum number of directors. If a variable range is established, the number of directors may be fixed or changed from time to time, within the minimum and maximum, by the shareholders or the board of directors. The AutoTek bylaws provide that the initial number of directors was to be three, and that the number could be increased or decreased, although to not fewer than one or more than fifteen.

Election of Directors

The DGCL provides that, unless the certificate of incorporation or bylaws provide otherwise, directors will be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors.		The ALC provides that directors shall be elected at the first annual shareholders' meeting and at each annual meeting thereafter unless their terms are staggered.
Alpine 4’s Bylaws provides that each director will be elected by written ballot.		The AutoTek bylaws provide that directors are to be elected at the annual meeting and that each director shall hold office until his successor is elected and qualified.

Removal of Directors

The DGCL provides in relevant part that any director or the entire board may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors except that, unless the certificate of incorporation provides otherwise, if the corporation has a classified board, shareholders may effect such removal only for cause. Alpine 4’s Bylaws provide that any director may be removed with or without cause at any time by the affirmative vote of shareholders holding of record in the aggregate at least a majority of the outstanding shares of the corporation at a special meeting of the shareholders called for that purpose, and may be removed for cause by action of the Board.		The ALC provide that the shareholders may remove one or more directors with or without cause unless the articles of incorporation provide that directors may be removed only for cause; that if a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove the director; that if less than the entire board is to be removed, a director shall not be removed if the number of votes sufficient to elect the director under cumulative voting is voted against the director's removal; and that a director may be removed by the shareholders only at a meeting, and the meeting notice shall state that the purpose or one of the purposes of the meeting is removal of the director. The AutoTek Articles are silent with respect to the removal of directors. The AutoTek bylaws provide that the holders of two-thirds of the outstanding shares may peremptorily terminate the term of office of all or any of the directors by vote at a meeting called for such purpose, or by a written statement filed with the corporate secretary.

Vacancies on the Board of Directors

The DGCL provides that, unless the certificate of incorporation or bylaws provide otherwise, vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. If the corporation has a classified board, any directors chosen as provided above, shall hold office until the next election of the class for which such directors shall have been chosen and until their successors shall be elected and qualified. Alpine 4’s Bylaws provide that a vacancy on the Alpine 4 Board may be filled by the remaining directors.		The ALC provides that unless the articles of incorporation provide otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors, either: 1. The shareholders may fill the vacancy. 2. The board of directors may fill the vacancy. 3. If the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all of the directors remaining in office. The ALC also provides that if the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders. The AutoTek bylaws provide that a vacancy or vacancies in the board of directors, including those caused by an increase in the number of directors, may be filled by a majority of the remaining directors or by a sole remaining director, and each director so elected shall hold office until his successor is elected at an annual or special meeting.


Transactions with Officers or Directors

The DGCL provides that certain contracts or transactions in which one or more of a corporation’s directors or officers has an interest are not void or voidable solely because of such interest if either: (i) the shareholders or a majority of the disinterested members of the board of directors approve in good faith any such contract or transaction after full disclosure of the material facts; or (ii) the contract or transaction is “fair” as to the corporation at the time it was approved. Alpine 4’s charter and Bylaws are silent on transactions with officers and directors.		The ALC provides that a transaction that is effected or proposed to be effected by a corporation, and that is not a director's conflicting interest transaction shall not be enjoined, be set aside or give rise to an award of damages or other sanctions in a proceeding by a shareholder or by or in the right of the corporation, because a director of the corporation, or any person with whom or with which the director has a personal, economic or other association, has an interest in the transaction. The ACL also provides that a director's conflicting interest transaction shall not be enjoined, be set aside or give rise to an award of damages or other sanctions in a proceeding by a shareholder or by or in the right of the corporation, because the director, or any person with whom or with which the director has a personal, economic or other association, has an interest in the transaction, if either: 1. Directors' action respecting the transaction was taken at any time in compliance with the ACL; or 2. Shareholders' action respecting the transaction was taken at any time in compliance with the ACL; or 3. The transaction, judged according to the circumstances at the time of commitment, is established to have been fair to the corporation. AutoTek’s Articles and bylaws are silent on transactions with officers and directors.

Indemnification of Directors and Officers

The DGCL generally permits a Delaware corporation to indemnify directors and officers against expenses, judgments, fines and amounts paid in settlement of any action or suit for actions taken in good faith and in a manner they reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action, which they had no reasonable cause to believe was unlawful. Under the DGCL, a Delaware corporation must indemnify its present or former directors and officers against expenses (including attorneys’ fees) actually and reasonably incurred to the extent that the officer or director has been successful on the merits or otherwise in defense of any action, suit or proceeding brought against him or her by reason of the fact that he or she is or was a director or officer of the corporation. Alpine 4’s charter provides that Alpine 4 shall indemnify its directors and officers to the fullest extent authorized or permitted by law. Alpine 4’s Bylaws provide that Alpine 4 shall indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action or proceeding by reason of the fact that such person is or was a director or officer of Alpine 4, or is or was a director or officer of Alpine 4 serving at the request of Alpine 4 as a director or officer, employee or agent of another corporation, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of Alpine 4, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The DGCL and Alpine 4’s Bylaws permit Alpine 4 to purchase and maintain insurance on behalf of any person who is or was or has agreed to become a director, officer, employee or agent of Alpine 4 against any liability asserted against him or her and incurred by him or her or on his or her behalf in such capacity, or arising out of his or her status as such, whether or not Alpine 4 would have the power to indemnify him or her against such liability, and whether or not Alpine 4 would have the power to indemnify such person against such expenses, liability or loss under the DGCL.		The ALC provides that a corporation may indemnify an individual made a party to a proceeding because either: 1. The individual is or was a director against liability incurred in the proceeding if all of the following conditions exist: (a) The individual's conduct was in good faith. (b) The individual reasonably believed: (i) In the case of conduct in an official capacity with the corporation, that the conduct was in its best interests. (ii) In all other cases, that the conduct was at least not opposed to its best interests. (c) In the case of any criminal proceedings, the individual had no reasonable cause to believe the conduct was unlawful. 2. The director engaged in conduct for which broader indemnification has been made permissible or obligatory under a provision of the articles of incorporation. The ACL also provides that unless limited by its articles of incorporation, a corporation shall indemnify a director who was the prevailing party, on the merits or otherwise, in the defense of any proceeding to which the director was a party because the director is or was a director of the corporation against reasonable expenses incurred by the director in connection with the proceeding; and that unless limited by its articles of incorporation or the ACL, a corporation shall indemnify an outside director against liability. Unless limited by its articles of incorporation or the ACL, a corporation shall pay an outside director's expenses in advance of a final disposition of a proceeding, if the director furnishes the corporation with a written affirmation of the director's good faith belief that the director has met the standard of conduct required by the ACL, and the director furnishes the corporation with a written undertaking executed personally, or on the director's behalf, to repay the advance if it is ultimately determined that the director did not meet the standard of conduct. The AutoTek bylaws provide that any person who is or was a director or officer of the corporation or is or was serving at the request of the corporation or for its benefit as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under the General Corporation Law of the State of Arizona from time to time against all expenses, liability and loss (including attorneys' fees, judgments, fines and amounts paid or to be paid in settlement) reasonably incurred or suffered by him in connection therewith.

Amendments to Certificate/Articles of Incorporation

The DGCL provides that an amendment to the certificate of incorporation requires (i) the approval of the board of directors, (ii) the approval of a majority of the outstanding stock entitled to vote upon the proposed amendment and (iii) the approval of the holders of a majority of the outstanding stock of each class entitled to vote thereon as a class. Alpine 4’s charter provides that the charter may be amended as prescribed therein or by the laws of the State of Delaware.				The ALC provides that a corporation's board of directors may propose one or more amendments to the articles of incorporation for submission to the shareholders. The ALC further provides that for the amendment to be adopted both: (a) The board of directors shall recommend the amendment to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for that determination to the shareholders with the amendment. (b) The shareholders entitled to vote on the amendment shall approve the amendment. The ALC provides that the board of directors may condition its submission of the proposed amendment on any basis; and that the corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting; and that the notice of meeting shall also state that the purpose or one of the purposes of the meeting is to consider the proposed amendment and shall contain or be accompanied by a copy or summary of the amendment. The AutoTek form Articles do not address amendments to the Articles.


Amendments to Bylaws

The DGCL provides that bylaws may be adopted, amended or repealed by the shareholders entitled to vote. The DGCL provides that directors may adopt, amend or repeal a corporation’s bylaws only if the certificate of incorporation confers such power upon the directors. Alpine 4’s charter provides that the Alpine 4 Board is authorized to amend or repeal Alpine 4’s bylaws pursuant to the DGCL.				The ALC provides that a corporation's board of directors may amend or repeal the corporation's bylaws unless either: 1. The articles of incorporation or the ALC reserve this power exclusively to the shareholders in whole or part; or 2. The shareholders in amending or repealing a particular bylaw provide expressly that the board of directors may not amend or repeal that bylaw. The ALC also provides that a corporation's shareholders may amend or repeal the corporation's bylaws even though the bylaws may also be amended or repealed by the board of directors. The AutoTek bylaws provide that they may be amended by a majority vote at an annual or special meeting of the stockholders. The AutoTek bylaws also provide that a majority of the board of directors may amend the bylaws, but that the stockholders may specify particular provisions that may not be amended by the board of directors.

Approval of Certain Fundamental Transactions

The DGCL provides that, unless otherwise specified in a corporation’s certificate of incorporation or unless certain provisions of the DGCL are applicable, a sale or other disposition of all or substantially all of the corporation’s assets, a merger or consolidation of the corporation with another corporation or a dissolution of the corporation requires the affirmative vote of a majority of the outstanding stock entitled to vote on the matter. Under the DGCL, a merger may also become effective without the approval of the surviving corporation’s shareholders if certain requirements are met. Alpine 4’s charter does not include any contrary provisions.		The ALC provides that on terms and conditions and for the consideration determined by the corporation's board of directors, a corporation may sell, lease, exchange or otherwise dispose of all or substantially all of its property, with or without the goodwill, other than in the usual and regular course of business, or may merge with another corporation, if the board of directors proposes and its shareholders approve the proposed transaction. The ALC also provides that for a transaction to be authorized: 1. The board of directors shall recommend the proposed transaction to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders with the submission of the proposed transaction. 2. The shareholders entitled to vote shall approve the transaction. The ALC provides that the board of directors may condition its submission of the proposed transaction on any basis. The AutoTek Articles and bylaws do not contain any contrary provisions.

Certain Business Combinations

Section 203 of the DGCL prohibits a Delaware corporation from engaging in certain “business combinations” with any “interested shareholder” for a three-year period following the time that the shareholder became an interested shareholder unless (i) prior to such time, the board of directors approved either the business combination or the transaction that resulted in the shareholder becoming an interested shareholder; (ii) upon becoming an interested shareholder, the interested shareholder owned at least 85% of the voting stock outstanding at the time the transaction commenced, excluding certain shares; or (iii) at or subsequent to that time, the business combination is approved by the board of directors and by the affirmative vote of at least two-thirds of the outstanding voting stock that is not owned by the interested shareholder. For these purposes, a “business combination” includes a merger, asset or stock sale or other transaction resulting in a financial benefit to the interested shareholder. Subject to certain exceptions, an “interested shareholder” is a person who, together with that person’s affiliates and associates, owns, or within the previous three years did own, 15% or more of Alpine 4’s voting stock. Delaware corporations can opt-out of this provision under certain circumstances. Alpine 4’s charter does not address DGCL Section 203.		The ALC provisions relating to business combinations with interested shareholders apply only to issuing public corporations, and as such, are inapplicable to AutoTek. AutoTek’s articles and bylaws do not address business combinations with interested shareholders.

Shareholder Rights Plan

Alpine 4 does not have a shareholder rights plan.		AutoTek does not have a shareholder rights plan.

Proxies

The DGCL provides that each shareholder entitled to vote at a meeting of shareholders or to express consent or dissent to corporate action in writing without a meeting may grant a proxy, but no such proxy may be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed proxy will be irrevocable if it states that it is irrevocable and if, and only as long as, the appointment is coupled with an interest sufficient in law to support an irrevocable power. Alpine 4’s bylaws provide that no proxy shall be voted or acted upon after three years from its date, unless such proxy shall provide for a longer period. Each proxy will be revocable unless expressly provided therein to be irrevocable and unless otherwise made irrevocable by law.		The ALC provides that A shareholder may vote its shares in person or by proxy, and that each shareholder who is entitled to vote at a meeting of shareholders or to express consent or dissent to corporate action without a meeting may in writing authorize another person or persons to act for the shareholder by proxy. The ALC provides that a person or persons shall not vote or act on the proxy twelve months or more after the date on the proxy statement, and that a proxy is effective when the secretary or other officer or agent who is authorized to tabulate votes receives the proxy. The ALC provides that an executed proxy is revocable by the shareholder unless the proxy conspicuously states that it is irrevocable and it is coupled with an interest. The AutoTek bylaws provide that At any meeting of the stockholders any stockholder may be represented and vote by a proxy or proxies appointed by an instrument in writing, and that no proxy or power of attorney to vote shall be used to vote at a meeting of the stockholders unless it shall have been filed with the secretary of the meeting when required by the inspectors of election.

Preemptive Rights

The DGCL provides that no shareholder will have any preemptive rights to purchase additional securities of the corporation unless the certificate of incorporation expressly grants these rights. Alpine 4’s charter does not grant shareholders any preemptive rights.		The ALC provides that the shareholders of a corporation do not have any preemptive right to acquire the corporation's unissued shares except to the extent the articles of incorporation so provide. Neither the Articles nor the bylaws of AutoTek grant any preemptive rights to shareholders.

Dividends

The DGCL provides that a board of directors may declare and pay dividends out of “surplus” (defined as the excess, if any, of net assets (total assets less total liabilities) over capital) or, when no surplus exists, out of net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year, except that dividends may not be paid out of net profits if the capital of the corporation is less than the aggregate amount of capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets. Alpine 4’s Bylaws provide that the Board of Directors may declare and pay dividends upon the outstanding shares of the corporation, from time to time and to such extent as they deem advisable, in the manner and upon the terms and conditions provided by statute and the Certificate of Incorporation.		The ALC provides that a board of directors may authorize and the corporation may make distributions to its shareholders subject to restriction by the articles of incorporation and the limitation in the ALC. The ALC also provides that a distribution shall not be made if, after giving it effect, either: 1. The corporation would not be able to pay its debts as they become due in the usual course of business. 2. The corporation's total assets would be less than the sum of its total liabilities plus, unless the articles of incorporation permit otherwise, the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights on dissolution of shareholders whose preferential rights are superior to those receiving the distribution. AutoTek’s bylaws provide that dividends upon the capital stock of the corporation, subject to the provisions of the Articles of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property or in shares of the capital stock, subject to the provisions of the Articles of Incorporation

This Asset Purchase and Share Exchange Agreement (together with the Exhibits and Attachments hereto and the Disclosure Letter, this “ Agreement ”) is made as of the ______ day of __________, 2015, by and between Alpine 4 Automotive Technologies Ltd., a Delaware corporation (“ Buyer ”), and AutoTek Incorporated, an Arizona corporation (“ Seller ”). The Buyer and the Seller may each be referred to herein as a “ Party ” and collectively as the “ Parties .”

RECITALS

Seller is the owner of technology, including software source code (the “Source Code”), which can be integrated into products designed to assist automobile dealerships: LotWatch and ServiceWatch. LotWatch provides real-time information relating to each vehicle on a dealer’s lot. ServiceWatch interfaces with a new vehicle, and provides information to a dealership service department about the vehicle, designed to improve communications between a dealer and a customer, and to provide better service to the customer.

Pursuant to a Licensing Agreement between the Buyer and the Seller dated August 5, 2014 (the “License Agreement”), the Seller licensed to the Buyer the rights to use the Source Code and to integrate the Source Code into the Buyer’s proprietary device to create the LotWatch and ServiceWatch products. The Source Code is referred to herein as the “Licensed Technology.”

C.	AutoTek also has other business and assets, including but not limited to a safety product for cars that is currently being developed with plans to be sold under several brand names such as Pulse, BrakeSafe, BrakeTek and BrakePlus (collectively, the “Non-Licensed Assets”).

D.	The production, marketing, sale, and distribution of the Licensed Technology and the Non-Licensed Assets constitute Seller’s “ Business .”

E.	Buyer is a publicly reporting company with the U.S. Securities and Exchange Commission (the “ SEC ”).

F.	Upon the terms and subject to the conditions set forth in this Agreement, Seller desires to transfer to Buyer the Licensed Technology, and Buyer desires to purchase and receive such assets.

Upon the terms and subject to the conditions set forth in this Agreement, Buyer desires to pay the Seller for the Source Code purchased both in the form of cash paid to the Seller, and through the offering to the stockholders of the Seller shares of the Buyer’s common stock in exchange for shares of the Seller’s common stock, pursuant to which the stockholders of the Seller may become stockholders of the Buyer.

H.	In connection with the sale of the Licensed Technology by Seller to Buyer, Seller and Buyer desire to enter into certain additional agreements and arrangements ancillary to such sale.

Prior to the execution of this Agreement, the board of directors of Seller unanimously approved the Seller’s entering into this Agreement and the transactions contemplated hereby (the “ Contemplated Transactions ”) and recommended the approval of this Agreement and the Contemplated Transactions by the stockholders of Seller.

Prior to the execution of this Agreement, the board of directors of Buyer unanimously approved Buyer’s entering into this Agreement and the Contemplated Transactions and recommended approval of this Agreement and the Contemplated Transactions by its stockholders; and the stockholders of the Buyer have approved Buyer’s entering into this Agreement and the Contemplated Transactions.

NOW, THEREFORE, in consideration of the foregoing and of the representations, warranties, covenants, agreements and conditions contained herein, and intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01 Definitions . Capitalized terms used in this Agreement not otherwise defined shall have the meanings as set forth below.

“ Business Day ” means a day, other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close.

“ Closing Date ” means the date of the Closing.

“ Contemplated Transactions ” means the transactions contemplated by the Transaction Documents.

“ Contracts ” means all legally binding contracts, agreements, arrangements, leases and subleases (including leases and subleases of real property), licenses, commitments, notes, bonds, mortgages, indentures, sales and purchase orders, other instruments and other undertakings of any kind, whether written or oral.

“ Intellectual Property ” means, with respect to the Licensed Technology, all (i) issued patents and all provisional and pending patent applications, copyrights, technology, know-how, processes, trade secrets, inventions (including inventions conceived prior to the Closing Date but not documented as of the Closing Date), proprietary data, formulae, research and development data and computer software programs, (ii) trademarks, logos, trade names, service marks and service names, (iii) registrations, applications, recordings, licenses and common-law rights relating thereto, and (iv) other United States, state and foreign intellectual property.

“ Lien ” means, with respect to any asset, any mortgage, lien, claim, pledge, charge, security interest or other encumbrance of any kind in respect of such asset.

“ Person ” means an individual, a corporation, a general partnership, a limited partnership, a limited liability company, a limited liability partnership, a joint venture, an association, a trust or any other entity or organization, including a Governmental Authority or any department or agency thereof.

“ Transaction Documents ” means this Agreement and any other agreement necessary to effect the Asset Purchase Agreement and the Share Exchange.

ARTICLE II

TRANSACTIONS AND CLOSING

Section 2.01 Transactions Contemplated Hereby .

(a) Purchase and Sale of Assets .

(i) Pursuant to the terms and conditions set forth in this Agreement, the Seller will sell to the Buyer, and the Buyer will purchase from the Seller, all assets of the Seller relating to the Licensed Technology, including but not limited to assets, including personal property, Intellectual Property, inventory, documentation, websites, documents, and all other assets however delineated relating to the Licensed Technology (collectively, the “ Transferred Assets ”). A full list of the Transferred Assets is included as Exhibit A hereto.

(ii) Collectively, the purchase of the Transferred Assets by the Buyer is referred to in this Agreement as the “ Asset Purchase Transaction .”

(iii) The Buyer agrees to pay, as the purchase price (the “Purchase Price”) for the Transferred Assets, the following:

(A)	Buyer will pay Seller the sum of $30,000 (the “Cash Purchase Price”);

(B)	Buyer will accept all right, title and interest in and to the Transferred Assets, free and clear of all encumbrances, in accordance with the terms of this Agreement;

(C)	Buyer will execute and deliver a signed Assignment and Assumption Agreement; and

(D)

Pursuant to this Agreement and through a registration statement to be filed with the U.S. Securities and Exchange Commission, Buyer hereby offers to issue shares of its common stock to the stockholders of the Seller as additional consideration paid for the Transferred Assets. The offer to issue shares by the Buyer is referred to herein as the “Share Exchange.” In connection with this Exchange Offer, in exchange for each one (1) share of AutoTek common stock tendered for exchange pursuant to the Share Exchange described below, and pursuant to a registration statement (the “ Registration Statement ”) to be filed with the U.S. Securities and Exchange Commission (the “ SEC ”), Alpine 4 will issue six (6) shares of Alpine 4’s common stock (collectively, the “ Exchange Shares ”) as discussed below.

(b) Share Exchange . Pursuant to the terms and conditions set forth in this Agreement, the Buyer and Seller agree to enter into a share exchange transaction (the “ Share Exchange ”), as follows:

(i) Seller agrees to recommend to its stockholders that they enter into the Share Exchange with the Buyer and tender their AutoTek shares in exchange for shares of the Buyer’s common stock. Buyer and Seller both understand, acknowledge, and agree that no stockholder of Seller shall be required to exchange his, her, or its shares of Seller for shares of Buyer, and that any stockholder of Seller who elects to not participate in the Share Exchange shall remain a stockholder of the Seller.

(ii) Buyer agrees to issue six (6) shares of its common stock in exchange for each one (1) share of AutoTek common stock tendered as part of the Share Exchange, the shares of Buyer being issued in the Share Exchange being referred to herein as the “ Alpine 4 Exchange Shares .”

(iii) Buyer agrees to hold open its offer to stockholders of the Seller to participate in the Share Exchange for a period of forty-five (45) days (the “ Exchange Period ”) from the date the Seller mails to its Registration Statement (the “ Registration Statement ”) on Form S-4, or such other form as determined to be appropriate, pursuant to which the Buyer and the Seller may conduct the Share Exchange.

(iv) In the event that the Share Exchange is not approved by the AutoTek stockholders, the Share Exchange offer will terminate, and AutoTek stockholders will not be entitled to exchange any AutoTek shares for shares of Alpine 4.

(c) Registration Statement . Buyer agrees to prepare and file, and Seller agrees to participate in the preparation and filing of, the Registration Statement, which the Parties agree will also include a proxy solicitation of the stockholders of the Seller for approval of the Asset Purchase Transaction. The Parties further agree to use their best efforts to have the Registration Statement declared effective by the SEC.

(d) Closing of the Asset Purchase Transaction . The Parties understand, acknowledge, and agree that the approval of the stockholders of the Seller is required for the closing of the Asset Purchase Transaction. The Parties have agreed to prepare and file the Registration Statement, one purpose of which is to see the approval of the stockholders of the Seller for the Asset Purchase Transaction. The Parties specifically agree as follows:

(i) The Seller will, through the Registration Statement, seek approval of the stockholders of the Seller, by soliciting the approval of the Seller’s stockholders at a special meeting of the Seller (the “ Special Meeting ”) to be held for the purpose of discussing the Asset Purchase Transaction, the Share Exchange, and this Agreement.

(ii) The Parties anticipate that the Special Meeting will be held as soon as practicable after the SEC declares the Registration Statement effective.

(iii) The Buyer and Seller hereby set as an express condition of the Asset Purchase Transaction that a majority of the issued and outstanding shares of the Seller which are voted in person or by proxy at the Special Meeting must approve the Asset Purchase Transaction.

(e) Seller’s Obligations at Closing of the Asset Purchase Transaction . At the closing of the Asset Purchase Transaction:

(i) the Seller shall transfer, or cause to be transferred, to Buyer all right, title and interest in and to the Transferred Assets, free and clear of all Liens or encumbrances;

(ii) the Seller shall execute and deliver appropriate assignment agreements in respect of any trademarks, trademark applications and copyright registrations included with the Transferred Assets; and

(iii) the Seller shall deliver such other agreements, documents, statements, or other instruments as are necessary or recommended for the accomplishment of the Asset Purchase Transaction as contemplated hereby.

(f) Buyer’s Obligations at Closing of the Asset Purchase Transaction . At the closing of the Asset Purchase Transaction:

(i) Buyer will pay to Seller, in immediately available funds, the sum of Thirty Thousand Dollars ($30,000);

(ii) Buyer will accept all right, title and interest in and to the Transferred Assets, free and clear of all encumbrances in accordance with the terms of this Agreement;

(iii) Upon approval by the stockholders of the Seller, and in exchange for each one (1) share of AutoTek common stock tendered for exchange pursuant to the Share Exchange described above in Section 2.01(b), and pursuant to the Registration Statement on Form S-4, Buyer will issue six (6)) shares of Buyer’s common stock (collectively, the “ Alpine 4 Exchange Shares ”); and

(iv) Buyer shall deliver such other agreements, documents, statements, or other instruments as are necessary or recommended for the accomplishment of the Asset Purchase Transaction as contemplated hereby.

(g) Closing of the Share Exchange Transaction . The Parties understand, acknowledge, and agree that part of the consideration to be paid to the Seller by the Buyer in connection with the Asset Purchase Transaction is the issuance by the Buyer of shares of its common stock to stockholders of the Seller who participate in the Share Exchange. The Parties have agreed to prepare and file the Registration Statement, one purpose of which is for the Buyer to make the offer of the Share Exchange to the stockholders of the Seller, and to explain the purposes of the Share Exchange, and the mechanics for participation in the Share Exchange. The Parties specifically agree as follows:

(i) The Buyer shall offer to the stockholders of the Seller the Share Exchange, pursuant to which the Buyer agrees to issue six (6) shares of its common stock for each one (1) share of common stock of the Seller tendered in connection with the Share Exchange.

(ii) The Buyer and the Seller will work together to effectuate the Share Exchange, working with the Seller’s transfer agent and/or an exchange agent (the “ Exchange Agent ”) to conduct the Share Exchange.

(iii) The Buyer agrees to use its best efforts to issue the Alpine 4 Exchange Shares within fifteen (15) Business Days of the receipt by the Exchange Agent of shares of the Seller’s common stock tendered in the Share Exchange. The Parties agree that the Share Exchange, and the issuances of the Alpine 4 Exchange Shares will be continuous throughout the Exchange Period, and that upon the expiration of the Exchange Period, the Share Exchange offer shall be terminated, and any stockholders of the Seller who have not tendered their shares of the Seller’s common stock may not participate in the Share Exchange.

Section 2.02 Assignment of Contracts and Rights .

(a) Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or otherwise sell, convey, sublicense or transfer any Contract constituting a Transferred Asset, or any claim, right or benefit arising thereunder or resulting therefrom, or to enter into any other agreement or arrangement with respect thereto, if an attempted assignment, sale, conveyance, sublicense or transfer thereof, or entering into any such agreement or arrangement, without the consent of a third party, would constitute a breach of, or other contravention under, any Contract to which the Seller is a party, be ineffective with respect to any party thereto or in any way adversely affect the rights of Buyer thereunder.

(b) The Seller shall promptly pay to Buyer, when received, all monies received by the Seller under any Contract constituting a Transferred Asset or any claim, right or benefit arising thereunder, including, without limitation, those not transferred to Buyer at Closing.

Section 2.03 Termination of License Agreement . The Buyer and Seller understand, acknowledge, and agree that upon the Closing of the Asset Purchase Transaction, the prior License Agreement between the Buyer and Seller shall be terminated.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE SELLER

Section 3.01 Seller’s Representations and Warranties . Except as disclosed in writing to Buyer, Seller hereby represents and warrants as of the date this Agreement is signed and as of the Closing Date, the following (representations and/or warranties made to the “best knowledge” of the Seller refer to the current actual knowledge of Richard Battaglini without duty of inquiry):

(a) Title to the Transferred Assets . Seller has Lien-free, good and marketable title to all of the Transferred Assets being sold hereunder and: (a) Seller can transfer the Transferred Assets free and clear of restrictions on or conditions to transfer or assignment; and (b) the Transferred Assets are or will be as of the Closing Date free and clear of mortgages, Liens, pledges, charges, encumbrances, equities, claims, covenants, conditions, or restrictions.

(b) Proper Authority . Seller has the right, power, legal capacity, and authority to enter into and perform its obligations under this Agreement. This Agreement when executed and delivered by Seller shall constitute the legal, valid and binding obligation of Seller in accordance with its terms.

(c) Business Entity Existence . Seller is duly organized, validly existing, and in good standing under the laws of the State of Delaware and has all necessary powers to own Seller’s properties and to carry on the Business as now owned and operated by it.

(d) Purchase Price Shares . Seller acknowledges and represents as follows:

(i) The Purchase Price Shares were not offered to the stockholders of Seller by means of any general solicitation or general advertising by Buyer or any Person acting on its behalf, including, but not limited to: (A) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio; or (B) any seminar or meeting to which Seller was invited by any general solicitation or general advertising.

(e) “AS IS” CONDITION . Buyer acknowledges and agrees that it has had the opportunity to thoroughly inspect, investigate and exercise due diligence, and has fully and independently become familiar with, and fully satisfied itself regarding, any and all matters relating to Seller, the Assets and the Business. Except as expressly provided in this Section 3.01, Seller has not made, does not make and specifically negates and disclaims any representations, warranties, promises, covenants, agreements or guaranties of any kind or character whatsoever, whether express or implied, oral or written, past, present or future, of, as to, concerning or with respect to: (i) the value of Seller or its Assets; (ii) the income to be derived from the Assets; (iii) the suitability of the Assets for any and all activities and uses which Buyer may conduct; (iv) the merchantability, marketability, profitability or fitness for a particular purpose the Assets; (v) the manner, quality, state of repair or lack of repair of the Assets; (vi) compliance of or by Seller or its operations with any environmental protection, pollution or land use laws, rules, regulation, orders or requirements, including, without limitation, any environmental laws.

BUYER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF SELLER’S ASSETS AS PROVIDED FOR HEREIN IS MADE ON AN “AS IS” CONDITION AND BASIS AS OF THE CLOSING DATE WITH ALL FAULTS EXISTING AS OF SUCH DATE. BUYER REPRESENTS, WARRANTS, AND COVENANTS TO SELLER, WHICH REPRESENTATION, WARRANTY, AND COVENANT WILL SURVIVE THE CLOSING, THAT BUYER WILL SOLELY RELY UPON BUYER’S OWN INVESTIGATION OF SELLER’S ASSETS AND ALL OTHER MATTERS RELATING TO SELLER’S ASSETS AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR ANYONE ACTING ON SELLER’S BEHALF.

(f) Assurances . Seller, at any time before or after the Closing Date, will execute, acknowledge, and deliver any further deeds, assignments, conveyances, and other assurances, documents, and instruments of transfer reasonably requested by Buyer, and will take any other action consistent with the terms of this Agreement that may reasonably be requested by Buyer for the purposes of acquiring, or reducing to possession, any or all property and rights to be conveyed, assigned or transferred under this Agreement.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE BUYER

Section 4.01 Representations and Warranties of the Buyer . Buyer hereby represents and warrants both as of the date this Agreement is signed and as of the Closing Date as follows:

(a) Proper Authority . Buyer has the right, power, legal capacity, and authority to enter into and perform Buyer’s obligations under this Agreement. This Agreement when executed and delivered by Buyer shall constitute the legal, valid and binding obligation of Buyer in accordance with its terms.

(b) Business Entity Existence . Buyer is duly organized, validly existing, and in good standing under the laws of the State of Delaware and has all necessary powers to own Buyer’s properties and to carry on Buyer’s business as contemplated by Buyer upon Buyer’s acquisition of the Business as set forth in this Agreement.

(c) Capitalization . Buyer is authorized to issue up to 500,000,000 shares of common stock, of which 77,000,000 are currently issued and outstanding, and 5,000,000 shares of preferred stock, of which no shares are currently issued or outstanding.

(d) Issuance of Stock . Buyer is authorized to issue the Purchase Price Shares and the Exchange Shares to Seller and the stockholders of Seller, respectively, and such issuances will not violate its organizational documents, any law or ordinance, contract to which Buyer is a party or any legal process to which it is subject.

(e) No Other Warranties . Buyer makes no other representations or warranties except as expressly made in Paragraph 4.01, and hereby disclaims any other such representations or warranties.

ARTICLE V

APPROVAL OF STOCKHOLDERS OF THE SELLER; CONDITIONS TO CLOSING

Section 5.01 Approval of Seller’s Shareholders to Approve the Asset Purchase Transaction .

(a) The Buyer and Seller shall work together to use their reasonable best efforts to promptly, or in any event within ten (10) Business Days after the date of this Agreement, prepare and file with the SEC the Registration Statement, which will contain preliminary proxy materials seeking the approval of the AutoTek shareholders. The Registration Statement shall include the recommendation of the Seller’s Board of Directors (the “ AutoTek Board ”) that the Seller’s stockholders provide their written consent in favor of approving the Asset Purchase Transaction, and to exchange their shares in the Share Exchange Transaction (the recommendation of the AutoTek Board being referred to as the “ Board Recommendation ”).

(b) Prior to filing the Registration Statement, any amendments to the Registration Statement, or any other filing with the SEC in connection with the Contemplated Transactions, counsel for Seller shall work with counsel for the Buyer to review and comment on each such filing in advance, and Buyer shall consider in good faith including in such filing all comments reasonably proposed by the Seller in respect of such filings, subject to compliance with applicable laws.

(c) The Buyer will work with the Seller to send a definitive version of the Registration Statement to the stockholders of the Seller as promptly as possible following notification from the SEC that it has no further comments and the Registration Statement has been declared effective.

(d) If, at any time prior to the closing of the Special Meeting, any event or information relating to Seller should be discovered by Seller or Buyer which should be set forth in an amendment or supplement to the Registration Statement, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein not false or misleading, the party that discovers such information shall promptly notify the other parties and Buyer shall cause an appropriate amendment or supplement describing such information to be filed with the SEC as promptly as practicable thereafter and, to the extent required by Applicable Law, disseminated to Seller’s stockholders.

Section 5.02 Approval of Stockholders of Seller a Condition to Closing Asset Purchase Transaction .

(a) As discussed above in section 2.01(d)(v), the Buyer and Seller hereby set as an express condition of the closing of the Asset Purchase Transaction that a majority of the issued and outstanding shares of the Seller which are voted in person or by proxy at the Special Meeting must approve the Asset Purchase Transaction. By way of clarification, at the end of the Special Meeting, the Seller will review the votes provided in person or by proxy, and will determine whether the majority of the shares voted have voted to approve the Asset Purchase Transaction. If such majority of the shares voted has voted to approve the Asset Purchase Transaction, the Seller and the Buyer shall move to close the Asset Purchase Transaction, and the acquisition of the Transferred Assets.

5.03 Participation of Seller’s Stockholders in Share Exchange .

(a) At the commencement of the Exchange Period, the Buyer shall deposit with the Exchange Agent 138,000,000 shares of its common stock (the “ Aggregate Exchange Shares ”), being the number of shares of common stock of the Seller outstanding as of the date of this Agreement. In the event that stockholders of Seller who are not known to the Buyer or the Seller as of the date of this Agreement, but who can prove ownership of shares of the Seller’s common stock, elect to participate in the Share Exchange, Buyer agrees to issue such additional shares as may be necessary to cover all exchanges sought during the Exchange Period.

(b) At any time during the Exchange Period, the stockholders of the Seller may elect to participate in the Share Exchange by tendering their shares of the Seller’s common stock to the Exchange Agent.

(c) At the conclusion of the Exchange Period, the Exchange Agent shall return to the Buyer any remaining Aggregate Exchange Shares which have not been issued as Alpine 4 Exchange Shares to the stockholders of the Seller during the Exchange Period.

(d) Buyer and Seller agree to work with the Exchange Agent as necessary to expedite the issuance of the Alpine 4 Exchange Shares to the stockholders of the Seller.

ARTICLE VI

SURVIVAL

Section 6.01 Survival . The representations and warranties of the parties contained in this Agreement and the covenants and agreements of the parties contained in this Agreement that are to be performed under this Agreement prior to the Closing shall survive the Closing, until 11:59 p.m., Eastern time, on the 18-month anniversary of the Closing Date.

ARTICLE VII

MISCELLANEOUS

Section 7.1 Attorney’s Fees and Costs . If any legal action or any arbitration or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, the successful party or parties shall be entitled to recover reasonable attorney’s fees and other costs incurred in that action or proceeding, in addition to any other relief to which the party or parties may be entitled.

Section 7.2 Governing Law . This Agreement shall be construed in accordance with, and governed by, the laws of the State of Arizona. Any actions for the enforcement or interpretation of this Agreement shall be brought in Maricopa County, State of Arizona.

Section 7.3 Entire Agreement . This Agreement and the documents referenced in it: (a) is intended by the parties as the final expression and the complete and exclusive statement of their agreement with respect to the terms in this Agreement and any prior or contemporaneous agreements or understandings, oral or written, which may contradict, explain or supplement these terms shall not be effective or admissible; (b) is binding upon and inures to the benefit of the parties and their successors and assigns; (c) may not be amended or modified except by a writing signed by the parties which expressly states that it amends this Agreement; (d) shall be governed by Arizona law; and (e) may be signed in counterparts.

Section 7.4 Interpretation . Each party and its counsel has reviewed and revised this Agreement and any rule of contract interpretation to the effect that ambiguities or uncertainties are to be interpreted against the drafting party or the party who caused it to exist shall not be employed in the interpretation of this Agreement or any document executed in connection herewith.

Section 7.5 Headings . Section headings are for reference purposes only and do not affect this Agreement.

Section 7.6 Severability . If any part of this Agreement is invalid or unenforceable, then the remainder of this Agreement shall remain valid and enforceable and in force and effect.

Section 7.7 No Waiver . A waiver by either party of a default by the other party is effective only if it is in writing and shall not be construed as a waiver of any other default.

Section 7.8 Third Party Beneficiaries . The parties to this Asset Purchase and Share Exchange Agreement are the sole intended third party beneficiaries of this Agreement, with the rights to enforce the obligations of the parties hereto and in particular to the Indemnity Liability Reserve which is solely for the benefit of Buyer and Seller and is not being held in trust for any third party claimant. No other party besides Buyer, Seller, their permitted successors and assigns has any rights or remedies under this Agreement.

Section 7.9 Incorporation . The exhibits attached hereto and referred to herein are incorporated into this Agreement.

[Signature page follows.]

IN WITNESS WHEREOF, the parties to this Asset Purchase and Share Exchange Agreement have duly executed it on the day and year first above written .

SELLER	BUYER

AUTOTEK INCORPORATED,	ALPINE 4 AUTOMOTIVE TECHNOLOGIES LTD.
an Arizona corporation	a Delaware Corporation



By:____________________________	By: __________________________
Richard Battaglini, President	Kent B. Wilson, President

EXHIBIT A

TRANSFERRED ASSETS

-	Source Code for Licensed Technology, together with all associated materials, including:

machine instructions for unique Existing Technology software computer programs (including object software computer code);

all intellectual property such as patents, trademarks, service marks, trade names, copyrights, know-how, trade secrets, licenses, information and proprietary rights and processes owned by Seller relating in any way to the functions, applications and features of the Source Code;

all media, including all magnetic tapes, microfiche, disks, compact discs, DVD’s, video, hardcopy or other future forms or format of storing or reading Source Code, containing the Source Code; and

all versions of the Source Code, including the Original Source Code, all Releases (including any new, enhanced and updated versions), Enhancements (including any general changes to the Source Code requested by end users or customers) and Versions (including any substantial changes to the Source Code for which either party issues a release and updates the identity number associated with the Source Code).

-	Any non-disclosure agreements relating to the development of the intellectual property relating to the Source Code;

-	All related intellectual property;

-	All equipment and other tangible assets relating to the Source Code;

-	Any vendor and supplier lists related to the LotWatch and ServiceWatch products or the Source Code in the possession of the Seller; and

-	All plans, drawings and specifications, and all books, records and files, related to the Source Code which Seller either owns or both possesses and has the right to assign to Buyer.

Delaware		6770		46-5482689
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

Large accelerated filer	¨	Accelerated filer	¨

Non-accelerated filer	¨ (Do not check if a smaller reporting company)	Smaller reporting company	x

Title of Each Class of Securities to be Registered	Amount to be Registered		Proposed Maximum Offering Price Per Unit		Proposed Maximum Aggregate Offering Price			Amount of Registration Fee
Common stock, par value $0.0001 per share		150,000,000 shares(1)		$0.00667	$	1,000,500	(2)	$	117	(3)

For AutoTek Shareholders:	For Alpine 4 Shareholders
AutoTek Incorporated	Alpine 4 Automotive Technologies Ltd.
15589 N 77th St Suite B.	15589 N 77th St Suite B.
Scottsdale, AZ 85260	Scottsdale, AZ 85260
Attention: Richard Battaglini	Attention: Kent Wilson
Telephone: 480-483-5654	Telephone: 855-777-0077 ext 801

	Page

ADDITIONAL INFORMATION	4

QUESTIONS AND ANSWERS ABOUT THE TRANSACTIONS AND THE AUTOTEK SPECIAL MEETINGS	7

SUMMARY	12

The Parties	12

The Asset Purchase Transaction	13

The Share Exchange	14

Governance of Alpine 4 and AutoTek Following Completion of the Asset Purchase Transaction	14

Headquarters	15

Recommendations of the AutoTek Board of Directors and AutoTek’s Reasons for the Asset Purchase Transaction	15

Interests of Directors and Executive Officers in the Asset Purchase Transaction	15

Accounting Treatment of the Asset Purchase Transaction	16

Dissenters’ Rights	16

Matters to be Considered at the AutoTek Special Meeting	16

Voting by Alpine 4 and AutoTek Directors and Executive Officers	17

Risk Factors	17

SELECTED FINANCIAL DATA	17

SUPPLEMENTARY FINANCIAL INFORMATION	17

CAUTIONARY NOTE REGARDING FORWARD-LOOKING-STATEMENTS	18

RISK FACTORS	18

THE ASSET PURCHASE AND SHARE EXCHANGE TRANSACTION	27

Parties to the Asset Purchase Transaction and Share Exchange	27

AutoTek Incorporated	27

Alpine 4 Automotive Technologies, Ltd.	27

Management’s Discussions and Analysis of Financial Condition and Results of Operations	28

Overview and Highlights	28

Company Background	28

Business Strategy	29

Results of Operations	32

Liquidity and Capital Resources	32

Off-Balance Sheet Arrangements and Contractual Obligations	32

Critical Accounting Policies and Estimates	32

Going Concern	33

Recent Developments	33

Financial Statements	F-1

MARKET PRICES AND DIVIDEND DATA	F-17

Directors and Officer	38

Kent B. Wilson,	Richard Battaglini
Chief Executive Officer	President
Alpine 4 Automotive Technologies Ltd.	AutoTek Incorporated

Executive Compensation	39

Principal Holders of Voting Securities	41

Rationale for the Asset Purchase Transaction	41

AutoTek’s Board of Directors’ Recommendations and Its Reasons for the Asset Purchase Transaction	42

Alpine 4’s Board of Directors’ Recommendations and Its Reasons for the Asset Purchase Transaction	43

Governance of Alpine 4 and AutoTek Following Completion of the Asset Purchase Transaction	45

Accounting Treatment of the Asset Purchase Transaction and Share Exchange	45

Certain U.S. Federal Income Tax Consequences of the Share Exchange	46

Dissenters’ Rights	48

THE AGREEMENT	49

The Asset Purchase Transaction	49

Procedures for Surrendering AutoTek Stock	49

AUTOTEK SPECIAL MEETING	50

Date, Time and Place of the Special Meeting; Matters to be Considered at the AutoTek Special Meeting	50

Quorum	50

Required Vote	50

Treatment of Abstentions; Failure to Vote	51

Voting of Proxies; Incomplete Proxies	51

Revocability of Proxies and Changes to an AutoTek Shareholder’s Vote	51

Solicitation of Proxies	51

Voting by AutoTek Directors and Executive Officers	52

DESCRIPTION OF ALPINE 4 COMMON STOCK	52

Authorized Capital Stock	52

Transfer Agent	52

Comparison of Rights of Shareholders of Alpine 4 and AutoTek	53

LEGAL MATTERS	60

EXPERTS	60

WHERE YOU CAN FIND MORE INFORMATION	60

PART II – INFORMATION NOT REQUIRED IN PROSPECTUS	II-1

Indemnification of Directors and Officers; Disclosures of Commission Position on Indemnification for Securities Act Liabilities	II-1

WHERE YOU CAN FIND MORE INFORMATION	II-2

SIGNATURES	II-4

EXHIBIT INDEX	II-5

-	AutoTek Stockholders will receive shares in Alpine 4, a currently reporting public company.

-	Management of Alpine 4 intends to seek to have its shares listed for trading on the OTC BB or the OTC Markets. As such, once Alpine 4’s stock is accepted for trading and a market develops, AutoTek Stockholders should be able to participate in the market of Alpine 4’s shares, which is something that has been absent with respect to AutoTek common stock.

-	Alpine 4 Management believes that the current value of your investment is based on your ability to sell it on your own to another party. With tradable shares of Alpine 4 stock, AutoTek Stockholders will be able to sell or to buy more shares of Alpine 4 stock.

-	AutoTek plans to continue its operations, and focus on other products, including the Pulse, BrakeSafe, BrakeTek and BrakePlus products, which have a different market and different business plan from those associated with the LotWatch and ServiceWatch products.

•	the Asset Purchase Transaction; and

•	the AutoTek Adjournment proposal.

•	the number of customers Alpine 4 is able to attract and retain over time;

•	the economy, and in periods of rapidly declining economic conditions, customers may defer purchases of new vehicles, which will impact the sales and deployment of products such as ours;

•	the competitive environment in the automotive aftermarket product market may force us to reduce prices below our desired pricing level or increase promotional spending; and

•	the ability to anticipate changes in consumer preferences and to meet customers’ needs in a timely cost effective manner.

•	the ability to establish, maintain and eventually grow market share in a competitive environment.

•	delivery of its information globally, geopolitical changes, changes in liquor regulations, currency fluctuations, natural disasters, pandemics and other factors beyond our control may increase the cost of items it purchases, create communication issues or render product delivery difficult which could have a material adverse effect on its sales and profitability.

·	The competitive environment in the automotive repair service industry that may force us to reduce prices below the optimal pricing level or increase promotional spending;

·	Our ability to anticipate changes in consumer preferences and to meet customers’ needs for our products in a timely cost effective manner; and

·	hiring and training qualified personnel in local markets;

·	managing marketing and development costs at affordable levels;

·	cost and availability of labor;

·	the availability of, and our ability to obtain, adequate supplies of ingredients that meet our quality standards; and

•	announcements of new products, brands, commercial relationships, acquisitions or other events by us or our competitors;

•	regulatory or legal developments in the United States and other countries;

•	fluctuations in stock market prices and trading volumes of similar companies;

•	general market conditions and overall fluctuations in U.S. equity markets;

•	variations in our quarterly operating results;

•	changes in our financial guidance or securities analysts' estimates of our financial performance;

•	changes in accounting principles;

•	our ability to raise additional capital and the terms on which we can raise it;

•	sales of large blocks of our common stock, including sales by our executive officers, directors and significant stockholders;

•	additions or departures of key personnel;

•	discussion of us or our stock price by the press and by online investor communities; and

•	other risks and uncertainties described in these risk factors.

-	Vehicle Awareness: real-time notifications of check-engine diagnostics and vehicle maintenance are sent to the owner of the vehicle and the selling dealership service department via text message or email.

-	Nationwide Service Support: the mobile application provides location-specific services, which can help refer a vehicle owner to the nearest dealership and recommend driving distances, based on diagnostics from the check-engine light and information obtained from the vehicle’s on board computer.

-	Convenient Access: the mobile app and a proprietary web-based interface provide vehicle owners with 24-hour convenient and easy access to vehicle information or location.

-	Lost or Stolen Vehicle Support: the embedded GPS feature enables the vehicle owner to assist local police departments with locating a lost or stolen vehicle through Alpine 4’s toll-free customer service line.

-	Personal Assistance: ServiceWatch includes Personal Assistance as an additional benefit. Services include directory assistance, driving directions, and dining suggestions and reservations are examples of features that are available. Typical arrangements include a three-year contract for the vehicle owner which can be renewed directly with Alpine 4 if the owner desires.

-	Usage Visibility: this feature permits parents to effectively manage the safety of younger drivers by utilizing GPS services online or via the mobile app. The ability to obtain new driver habits, top speeds, panic stops, quick accelerations, curfew notifications and geo-fence guidelines are examples of the features available in ServiceWatch.

	Payments due by period
Contractual obligations	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Hardware for Devices	$	225,000	$	225,000		--		--		--
Purchase Order for Devices	$	82,000	$	82,000		--		--		--
Total	$	307,000	$	307,000		--		--		--

-	Knowing when a vehicle has left a specific geo-fence that a dealership can establish in Alpine 4’s proprietary system. With this product, dealership management can know the location of its inventory.

-	Knowing how many days any vehicle has been in the dealership’s new car inventory. The dealership’s sales team will know where the oldest vehicle on the lot is, resulting in a substantial savings in flooring fees.

-	Eliminating lost sales because the dealership team did not know a vehicle’s battery needed to be charged or the vehicle refueled before the customer did. The LotWatch provides information about the vehicle’s status, including battery charge, fuel status, and the last time it was driven.

-	Keeping the dealership informed of customer and employee driving habits when a new vehicle leaves the lot.

-	Recording events specific to each of the dealership’s vehicles. Dealership management will know when and how many times any new vehicle on its lot has been driven!

-	Generating customized reports on a pre-determined basis. Dealership management can determine the scope and frequency of reports generated by the system.

-	The term of Mr. Battaglini’s employment began on July 16, 2014 and automatically renews at the end of each year, unless Mr. Battaglini’s employment with the Company is terminated.

-	Mr. Battaglini’s base salary during the initial 60 days of employment shall be $150,000 per year. Thereafter, his annual salary will be $300,000 per year. Compensation shall be payable twice per month and the Company is entitled to deduct any applicable deductions and remittances as required by law. He is also to be provided an annual increase of 10% in base salary automatically applied at the beginning of each year. Upon the event that the Company’s stock price trades above $3.00 per share, the Company will pay Mr. Battaglini a $250,000 performance bonus. Additionally, the Company issued to Mr. Battaglini, 123,200,000 restricted common shares of stock. (As discussed more fully below. Mr. Battaglini agreed to cancel 78,000,000 of these shares on October 23, 2014.)

-	Mr. Battaglini is entitled to a company vehicle or a $1,500 per month car allowance.

-	Mr. Battaglini is required to devote full time efforts to the Company pursuant to the Battaglini Agreement.

-	The term of Mr. Wilson’s employment began on July 16, 2014 and automatically renews at the end of each year, unless Mr. Wilson’s employment with the Company is terminated.

-	Mr. Wilson’s principal duties, as Chief Executive Officer, include:

	o	Monitor the overall performance of Alpine 4 Automotive Technologies, Ltd.;

	o	Meet with management reporting to this position on a regular basis to establish goals, objective and long-range plans for: Profit, Revenue, Expense, Capital, Sales & Marketing, and Business Development;

	o	Provide budgetary guidelines;

	o	Establish or approve all corporate policies, including: Operations Policy, Fiscal Policy, Sales and Marketing Policy, Compensation and Benefit Policy, Personnel Policy;

	o	Meet with Chief Financial Officer/Controller to monitor the overall financial condition of Alpine 4 Automotive Technologies, Ltd.;

	o	Establish and execute plans for purchase and/or replacement of equipment and facilities to ensure continued growth; and
	o	Ensure that adequate working capital is available to operate the business.

-	Mr. Wilson’s principal duties as Chief Financial officer, include:

	o	Work with the CEO and the Board of Directors (BOD) in the financial management and planning of Alpine 4 Automotive Technologies, Ltd.;

	o	Plan: Plan daily activities that accomplish correct completion of duties of financial reporting staff schedule to sufficiently maintain high levels of work processing and accuracy;

	o	Direct: Develop Assigned Task Lists (ATL) and supervise the completion of duties of the financial reporting staff to assure the accomplishment of departmental goals and objectives;

	o	Control: Performance is controlled through the Cash Flow, Executive Summary and Monthly Budget Variance Report and evaluating pertinent financial information and take action to correct variances; and

	o	Take any reasonable action necessary to carry out the responsibilities of the position, while it is consistent with 1) established company policy, 2) sound business judgment and 3) the achievement of profit.

-	Mr. Wilson’s base salary during the initial 60 days of employment shall be $120,000 per year. Thereafter, his annual salary will be $300,000 per year. Compensation shall be payable twice per month and the Company is entitled to deduct any applicable deductions and remittances as required by law. He is also to be provided an annual increase of 5% in base salary automatically applied at the beginning of each year. Upon the event that the Company’s stock price trades above $3.00 per share, the Company will pay Mr. Wilson a $250,000 performance bonus. Additionally, the Company will issue to Mr. Wilson, 27,000,000 restricted common shares of stock.

-	Mr. Wilson shall also be entitled to a company vehicle or a $1,500 per month car allowance.

-	Mr. Wilson is to devote full time efforts to the Company pursuant to the Wilson Agreement.

Financial Statements	PAGE*

Report of Independent Registered Public Accounting Firm	F-2

Balance Sheet as of April 30, 2014	F-3

Statement of Operations for the period from inception (April 22, 2014) through April 30, 2014	F-4

Statement of Changes in Stockholders’ Equity (Deficit) for the period from inception (April 22, 2014) through April 30, 2014	F-5

Statement of Cash Flows for the period from inception (April 22, 2014) through April 30, 2014	F-6

Notes to Financial Statements	F-7

	As of April 30, 2014
ASSETS
Current Assets

Cash	$	-

Total Current Assets		-

TOTAL ASSETS	$	-

LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT)

Current Liabilities

Accrued expense	$	-

Total Current Liabilities		-

TOTAL LIABILITIES		-

Stockholders’ Equity (Deficit)

Preferred stock, ($.0001 par value, 5,000,000 shares authorized; none issued and outstanding.)		-

Common stock ($.0001 par value, 100,000,000 shares authorized; 10,000,000 shares issued and outstanding as of April 30, 2014)		1,000

Deficit accumulated during development stage		(1,000	)

Total Stockholders’ Equity (Deficit)		-

TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT)	$	-

	April 22, 2014 (inception) through April 30, 2014

Revenues

Revenues	$	-

Total Revenues		-

General & Administrative Expenses

Organization and related expenses		1,000

Total General & Administrative Expenses		1,000

Net Loss	$	(1,000	)

Basic loss per share	$	(0.00	)

Weighted average number of common shares outstanding		10,000,000

	Common Stock	Common Stock Amount		Additional Paid-in Capital	Deficit Accumulated During Development Stage		Total

April 22, 2014 (inception) Shares issued for services at $.0001 per share	10,000,000		1,000	-		-	1,000

Net loss, April 30, 2014	-		-	-		(1,000)	(1,000)

Balance, April 30, 2014	10,000,000		1,000	-		(1,000)	-

	April 22, 2014 (inception) through April 30, 2014

CASH FLOWS FROM OPERATING ACTIVITIES

Net Loss	$	(1,000	)

Changes in working capital		1,000

Net cash provided by (used in) operating activities		-

CASH FLOWS FROM INVESTING ACTIVITIES

Net cash provided by (used in) investing activities		-

CASH FLOWS FROM FINANCING ACTIVITIES

Net cash provided by (used in) financing activities		-

Net increase (decrease) in cash		-

Cash at beginning of year		-

Cash at end of year		-

NONCASH INVESTING AND FINANCING ACTIVITIES:

Common stock issued to founder for services rendered		1,000

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

Interest paid		-

Income taxes paid		-

•	Common stock, $ 0.0001 par value: 100,000,000 shares authorized; 10,000,000 shares issued and outstanding

•	Preferred stock, $ 0.0001 par value: 5,000,000 shares authorized; but not issued and outstanding.

Financial Statements	PAGE

Condensed Balance Sheet as of September 30, 2014 (Unaudited) and April 30, 2014 (Audited)	Q-2

Condensed Statements of Operations for the Three Months Ended September 30, 2014, and the Period From April 22, 2014 (inception), to September 30, 2014(Unaudited)	Q-3

Condensed Statement of Cash Flows for the Period From April 22, 2014 (inception), to September 30, 2014 (Unaudited)	Q-4

Notes to Condensed Financial Statements(Unaudited)	Q-5

	September 30,			April 30,
	2014			2014
	(unaudited)
ASSETS

CURRENT ASSETS:
Cash and cash equivalents	$	1,272		$	-
Accounts receivable, net		9,551			-
Stock subscription receivable		12,500			-
Inventory		224,100			-
Total current assets		247,423			-

TOTAL ASSETS	$	247,423		$	-

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
Accounts payable	$	295,975		$	-
Total current liabilities		295,975			-

STOCKHOLDERS' DEFICIT:
Preferred stock, ($0.0001 par value, 5,000,000 shares authorized, none issued and outstanding)
Common stock, ($0.0001 par value, 500,000,000 shares authorized,162,502,890 and 10,000,000 shares issued and outstanding		16,250			1,000
Additional paid-in capital		86,848			-
Accumulated deficit		(151,650	)		(1,000	)
Total stockholders' deficit		(48,552	)		-
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	247,423		$	-

				For the Period From
	Three			April 22, 2014
	Months Ended			(Inception) through
	September 30,			September 30,
	2014			2014

Revenue	$	9,551		$	9,551

Operating expenses:
General and administrative expenses		158,032			161,201
Total operating expenses		158,032			161,201
Loss from operations		(148,481	)		(151,650	)

Loss before income tax		(148,481	)		(151,650	)

Income tax		-			-

Net loss	$	(148,481	)	$	(151,650	)

Weighted average shares outstanding :
Basic		137,361,600			81,986,991
Diluted		137,361,600			81,986,991

Loss per share
Basic	$	(0.00	)	$	(0.00	)
Diluted	$	(0.00	)	$	(0.00	)

·	issued 25,000 shares of common stock for cash of $12,500;

·	issued 500,000 shares to a consultant for services valued at $250,000; and

·	cancelled 78,000,000 shares previously issued to Mr. Battaglini for no consideration.

Name	Officer/Position	Board Member/Position
Richard Battaglini	President	Chairman of the Board
Kent B. Wilson	Chief Executive Officer, Chief Financial Officer	Director
Charles Winters	-	Director
Scott Edwards	-	Director

Name and principal position	Year	Salary ($)	Bonus ($)	Stock awards ($)	Option awards ($)	Nonequity incentive plan compensation ($)	Nonqualified deferred compensation earnings ($)	All other compensation ($)	Total ($)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)
Kent Wilson, Chief Executive Officer (Principal Executive Officer)	2014	$0 (see note 1)	$0 (see note 3)	$12,320 (see note 4)	0	0	0	$18,000 (see note 5)	$30,320

Richard Battaglini, President	2014	$0 (see note 2)	$0 (see note 3)	$2,700	0	0	0	$18,000 (see note 5)	$20,700

1.	As noted above, pursuant to his employment agreement, Mr. Battaglini’s base salary during the initial 60 days of employment will be $150,000 per year. Thereafter, his annual salary will be $300,000 per year. Compensation shall be payable twice per month and the Company is entitled to deduct any applicable deductions and remittances as required by law. He is also to be provided an annual increase of 10% in base salary automatically applied at the beginning of each year. Mr. Battaglini has elected to not take a salary from the Company until the Company has begun generating revenues, either from the LotWatch and ServiceWatch products, or from some other source. As of the date of this proxy statement/registration statement, the Company has not accrued any salary for Mr. Battaglini.

2.	As noted above, Mr. Wilson’s base salary during the initial 60 days of employment shall be $120,000 per year. Thereafter, his annual salary will be $300,000 per year. Compensation shall be payable twice per month and the Company is entitled to deduct any applicable deductions and remittances as required by law. He is also to be provided an annual increase of 5% in base salary automatically applied at the beginning of each year. Mr. Wilson has elected to not take a salary from the Company until the Company has begun generating revenues, either from the LotWatch and ServiceWatch products, or from some other source. As of the date of this proxy statement/registration statement, the Company has not accrued any salary for Mr. Wilson.

3.	In the event that the Company’s stock price trades above $3.00 per share, the Company will pay Mr. Battaglini and Mr. Wilson a $250,000 performance bonus.

4.	As discussed more fully in this Registration Statement/Proxy Statement, Mr. Battaglini agreed to cancel 78,000,000 of these shares (with an aggregate value of $7,800) on October 23, 2014.

5.	Both Mr. Battaglini and Mr. Wilson are entitled to a company vehicle or a $1,500 per month car allowance.

-	85,027,890 shares of Alpine 4 outstanding prior to the Share Exchange;

-	25,000,000 shares of AutoTek outstanding prior to the Share Exchange; and

-	0 shares of AutoTek common stock outstanding following the Share Exchange (assumes that all AutoTek stockholders participate fully in the Share Exchange, although there can be no guarantee that any of the AutoTek stockholders or how many will participate in the Share Exchange).

Name and Address of beneficial owner (1)	Amount of beneficial ownership prior to Share Exchange		Percentage of Class prior to Share Exchange			Amount of beneficial ownership following Share Exchange		Percentage of Class following Share Exchange (2)

Richard Battaglini, Chairman of the Board and President		55,226,000		64.95	%		55,226,000		23.50	%
Kent B. Wilson, Chief Executive Officer, Chief Financial Officer, Director		27,016,890		31.77	%		27,016,890		11.50	%
Scott Edwards, Director		1,000,000		1.18	%		3,520,000		1.50	%
Charles Winters, Director		1,000,000		1.18	%		7,498,000		3.19	%
All Officers and Directors As a Group (4 persons)		84,242,890		99.08	%		93,260,890		39.68	%

(1)	Except as otherwise indicated, the address of the stockholder is: Alpine 4 Automotive Technologies Ltd., 15589 N. 77th Street, Suite B., Scottsdale, AZ 85260.

(2)	The percentages listed in the table are based on 84,242,890 shares of Alpine 4 common stock prior to the Share Exchange, and following a hypothetical exchange of all 25,000,000 shares of AutoTek common stock (constituting 100% of the known outstanding shares of AutoTek common stock) for 150,000,000 shares of Alpine 4 common stock, an aggregate of 235,027,890 shares of Alpine 4 common stock outstanding. There can be no guarantee as to the total number of shares of AutoTek common stock that will be exchanged in the Share Exchange.

•	Knowledge of AutoTek, Alpine 4, and the automotive industry. The AutoTek board’s knowledge of AutoTek’s business, operations, financial condition, asset quality, earnings and prospects, and of Alpine 4’s proposed business, operations, and prospects (including certain risks and uncertainties disclosed in Alpine 4’s SEC filings), taking into account the results of AutoTek’s due diligence review of Alpine 4.

•	Due Diligence. The scope of the due diligence investigation of Alpine 4 conducted by AutoTek’s management, and the results of that investigation. This due diligence included review of Alpine 4’s SEC filings; conversations with Mr. Wilson, Alpine 4’s CEO and CFO; discussions with Mr. Wilson relating to potential customers for the LotWatch and ServiceWatch products, marketing strategies, manufacturing costs, and business plan.. As a result of the due diligence, AutoTek’s management obtained a greater understanding of the potential market for Alpine 4’s products and services, and Mr. Wilson’s anticipated marketing and business strategies.

•	Recommendation by Management. AutoTek’s management’s recommendation in favor of the Asset Purchase Transaction and the Share Exchange proposal.

•	Likelihood of Completion of the Asset Purchase Transaction. The likelihood that the Asset Purchase Transaction will be completed on a timely basis, including the likelihood that the Asset Purchase Transaction-related proposals will receive the required shareholder approval.

•	Terms of the Agreement; Commitment of the Parties. The terms of the Agreement and the commitment on the part of both parties to complete the Asset Purchase Transaction pursuant to the terms of the Agreement, including the representations, warranties, obligations and rights of the parties under the Agreement, the conditions to each party’s obligations to complete the Asset Purchase Transaction, the circumstances under which each party’s board of directors may change or withdraw its recommendation of the transactions, and the circumstances in which each party is permitted to terminate the Agreement.