Exhibit 99.1

---

SECURITIES PURCHASE AGREEMENT

among

Alpine 4 Technologies, Ltd.

and

Alan Martin

Member of

Horizon Well Testing, L.L.C.

Dated as of  11/30/16

TABLE OF CONTENTS

 

 

 

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this " Agreement ") is entered into as of November 30, 2016, by and among Alpine 4 Technologies, Ltd., a Delaware corporation (the " Buyer "), Horizon Well Testing, L.L.C., an Oklahoma limited liability company (collectively, the " Company "), Alan Martin (the " Seller ").  The Buyer, the Seller, and the Company may each be referred to herein as a " Party " and collectively as the " Parties ."

STATEMENT OF PURPOSE

A.   The Seller owns all of the outstanding units of the Company (the " Units "), which operates under the business names of Horizon Well Testing, L.L.C., and which is engaged in the business of providing flow back and well testing services, including electronic gas measurement, fluid measurement, chloride readings, and low emission flaring, as well as providing equipment including winch and water trucks, as well as swab rigs to companies in the old well drilling industry (such business operations as conducted on the Closing Date, consistent with past practice, are hereinafter referred to as the " Business ").

B.   Pursuant to this Agreement, the Buyer hereby agrees to purchase from the Seller, and the Seller hereby agrees to sell to the Buyer, all of the outstanding Units of the Company for the consideration and on the terms and subject to the conditions set forth in this Agreement.

ARTICLE I
DEFINITIONS

" Accounts Payable " means all trade and other accounts payable, including accrued expenses, owed by the Company.

" Accounts Receivable " means all trade and other accounts receivable and other Indebtedness owing to the Company.

" Active Employees " means all employees employed by the Company, including employees on temporary leave of absence, including family medical leave, military leave, temporary disability or sick leave, but excluding employees on long-term disability leave.

" Affiliate " means, with respect to a specified Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, the specified Person.  The term "control" means (a) the possession, directly or indirectly, of the power to vote 50% or more of the securities or other equity interests of a Person having ordinary voting power, (b) the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of a Person, by contract or otherwise, or (c) being a director, officer, executor, trustee or fiduciary (or their equivalents) of a Person or a Person that controls such Person.  With respect to a Person who is an individual, "control" by the spouse of such Person, or by any ancestor or descendant of such Person or such Person's spouse who resides in the same house as such Person, shall be deemed control by such Person.

" Affiliated Group "   means an affiliated group as defined in Code Section 1504 (or any analogous combined, consolidated or unitary group defined under state, local or foreign income Tax law).

" Alpine 4 Stock "   means the shares of Class A common stock, par value $0.0001 per share, of Buyer.

" Assets " means the following assets of the Company :  See Exhibit C

 " Balance Sheet " means the balance sheets of the Company as of November 30, 2016, of which are attached to Schedule 4.5 .

" Business Day "   means any day that is not a Saturday, Sunday or a Federal public holiday.

" Buyer   Material Adverse Effect "   means any result, occurrence, fact, change, event or effect that would be or could reasonably be expected to be, either individually or in the aggregate (taking into account all other results, occurrences, facts, changes, events or effects), materially adverse to the business of the Buyer, capitalization, financial condition, operating results, or operations of the Buyer, taken as a whole, or to the ability to timely consummate the Transactions.

" Closing Date Debt " means all Indebtedness, if any, of the Company outstanding immediately prior to the Closing.

" Code " means the Internal Revenue Code of 1986, as amended.

" Company " means the Company and, to the extent relevant to the Liabilities of the Company, any predecessor of the Company.

" Company Benefit Plan " means each Employee Benefit Plan (as defined below) that is sponsored, maintained or contributed to by the Company or any of its ERISA Affiliates, or with respect to which the Company or any of its ERISA Affiliates has any direct or indirect obligation to make contributions or with respect to which the Company or any of its ERISA Affiliates has or could incur any liability.

 " Confidential Information " means information concerning the Business or the affairs of the Company, including information relating to customers, clients, suppliers, distributors, investors, lenders, consultants, independent contractors or employees, customer and supplier lists, price lists and pricing policies, cost information, financial statements and information, budgets and projections, business plans, production costs, market research, marketing plans and proposals, sales and distribution strategies, processes and business methods, technical information, pending projects and proposals, new business plans and initiatives, research and development projects, inventions, discoveries, ideas, technologies, trade secrets, know-how, formulae, technical data, designs, patterns, marks, names, improvements, industrial designs, mask works, compositions, works of authorship and other Intellectual Property, devices, samples, plans, drawings and specifications, photographs and digital images, computer software and programming, all other confidential information and materials relating to the Business or affairs of the Company, and all notes, analyses, compilations, studies, summaries, reports, manuals, documents and other materials prepared by or for the Company containing or based in whole or in part on any of the foregoing, whether in verbal, written, graphic, electronic or any other form and whether or not conceived, developed or prepared in whole or in part by the Company.

" Consent " means any consent, approval, authorization, permission or waiver.

" Contract " means any contract, obligation, understanding, commitment, lease, license, purchase order, work order, bid or other agreement, whether written or oral and whether express or implied, together with all amendments and other modifications thereto.

" Contract Loss " means a Loss resulting from the cost of performance of a Contract exceeding the revenue derived from such Contract.

" Customer " means any Person who is or was a customer or client of the Company on the date of this Agreement or during the 12 month period prior to such date.

" Employee Benefit Plan " means, whether written or unwritten, any (a) qualified or nonqualified Employee Pension Benefit Plan or deferred compensation or retirement plan or arrangement, (b) Employee Welfare Benefit Plan, (c) equity-based plan or arrangement (including any stock option, stock purchase, stock ownership, stock appreciation or restricted stock plan) or material fringe benefit or other incentive plan or arrangement, or (d) employment, consulting, bonus, incentive, vacation, sick leave, severance, termination, retention, change of control, profit-sharing, disability, medical, life insurance, scholarship or tuition reimbursement, fringe benefit or other similar plan, program, agreement, payroll practice or commitment.

" Employee Pension Benefit Plan " has the meaning set forth in ERISA Section 3(2), whether or not such plan is subject to ERISA.

" Employee Welfare Benefit Plan " has the meaning set forth in ERISA Section 3(1), whether or not such plan is subject to ERISA.

" Encumbrance " means any lien, mortgage, pledge, encumbrance, charge, security interest, adverse or other claim, community property interest, condition, equitable interest, option, warrant, right of first refusal, easement, profit, license, servitude, right of way, covenant, zoning or other restriction of any kind or nature.

" Environmental Law " means any Law relating to the environment, health or safety, including any Law relating to the presence, use, production, generation, handling, management, transportation, treatment, storage, disposal, distribution, labeling, testing, processing, discharge, release, threatened release, control or cleanup of any material, substance or waste limited or regulated by any Governmental Body.

" ERISA " means the Employee Retirement Income Security Act of 1974.

" ERISA Affiliate " means, with respect to any entity, trade or business, any other entity, trade or business that is a member of a group described in Code Section 414(b), (c), (m) or (o) or ERISA Section 4001(b)(l) that includes the first entity, trade or business, or that is a member of the same "controlled group" as the first entity, trade or business pursuant to ERISA Section 4001(a)(14), without regard to whether or not each such entity, trade or business is subject to the Code or ERISA.

" Excluded Liabilities " shall mean the following liabilities for which the Company is not and shall not be liable, and for which Buyer shall not be liable following the Closing or which shall be paid by the Company or the Seller prior to closing: None

" GAAP " means generally accepted accounting principles in the United States as set forth in pronouncements of the Financial Accounting Standards Board (and its predecessors) and the American Institute of Certified Public Accountants and, unless otherwise specified, as in effect on the date hereof or, with respect to any financial statements prepared prior to the date hereof , the date such financial statements were prepared.

" Governmental Body " means any federal, state, local, foreign or other government or quasi-governmental authority or any department, agency, subdivision, court or other tribunal of any of the foregoing.

" Hazardous Substance " means any existing, stored or transported material, substance or waste that is limited or regulated by any Governmental Body or, even if not so limited or regulated, could pose a hazard to the health or safety of the occupants of the Real Property or adjacent properties or any property or facility formerly owned, leased or used by the Company.  The term includes asbestos, polychlorinated biphenyls, petroleum products and all materials, substances and wastes regulated under any Environmental Law.

" Indebtedness " means as to any Person at any time: (a) obligations of such Person for borrowed money; (b) obligations of such Person evidenced by bonds, notes, debentures or other similar instruments; (c) obligations of such Person to pay the deferred purchase price of property or services (including obligations under noncompete, consulting or similar arrangements), except trade accounts payable of such Person arising in the Ordinary Course of Business that are not past due by more than 90 days or that are being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves have been established on the financial statements of such Person; (d) any indebtedness arising under capitalized leases, conditional sales Contracts or other similar title retention instruments; (e) indebtedness or other obligations of others directly or indirectly guaranteed by such Person; (f) obligations secured by an Encumbrance existing on any property or asset owned by such Person; (g) reimbursement obligations of such Person relating to letters of credit, bankers' acceptances, surety or other bonds or similar instruments; (h) Liabilities of such Person relating to unfunded, vested benefits under any Employee Benefit Plan (excluding obligations to deliver stock pursuant to stock options or stock ownership plans); (i) net payment obligations incurred by such Person pursuant to any hedging agreement; (j) all liabilities under any interest rate protection agreement, interest rate future agreement, interest rate option agreement, interest rate swap agreement or other similar agreement designed to protect such Person against fluctuations in interest rates; and (k) all interest, fees and other expenses owed with respect to indebtedness described in the foregoing clauses (a) through (j).

" Intellectual Property " means, with respect to the Company's Business, all (a) inventions (whether patentable or unpatentable and whether or not reduced to practice), improvements thereto, and patents, patent applications, and patent disclosures, together with re-issuances, continuations, continuations-in-part, revisions, extensions and reexaminations thereof; (b) trademarks, service marks, trade dress, logos, trade names, and corporate names, together with translations, adaptations, derivations and combinations thereof and including goodwill associated therewith, and applications, registrations, and renewals in connection therewith; (c) copyrightable works, copyrights, and applications, registrations and renewals in connection therewith; (d) mask works and applications, registrations and renewals in connection therewith; (e) trade secrets and Confidential Information; (f) computer software, in object and source code format (including data and related documentation); (g) plans, drawings, architectural plans and specifications; (h) websites; (i) other proprietary rights; and (j) copies and tangible embodiments and expressions (in whatever form or medium) of any of the foregoing, including all improvements and modifications thereto and derivative works thereof.

" IRS " means the U.S. Internal Revenue Service.

" Knowledge "   of any Person   means (a) the actual knowledge of such Person or (b) the knowledge that a reasonable Person should have after reasonable inquiry of employees, directors and officers of such Person (in the case of a legal entity).  Notwithstanding the foregoing, references to the " Seller' Knowledge " mean the actual knowledge of the Seller and references to the " Company's Knowledge " mean the actual knowledge of Seller and the knowledge that he should have after reasonable inquiry of the employees, directors and officers of the Company or in the reasonable exercise of his professional duties.

" Law " means any federal, state, local, foreign or other law, statute, ordinance, regulation, rule, regulatory or administrative guidance, Order, constitution, treaty, principle of common law or other restriction of any Governmental Body.

" Liability " means any liability, obligation or commitment of any kind or nature, whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due.

" Loss " means any loss, claim, demand, Order, damage (excluding, with respect to indemnification claims between Seller and Buyer (and not with respect to indemnification claims involving third parties), consequential damages), penalty, fine, cost, settlement payment, Liability, Tax, Encumbrance, expense, fee, court costs or reasonable attorneys' fees and expenses.

" Material Adverse Effect "   means any result, occurrence, fact, change, event or effect that would be or could reasonably be expected to be, either individually or in the aggregate (taking into account all other results, occurrences, facts, changes, events or effects), materially adverse to the Business, assets, Liabilities, capitalization, financial condition, operating results, or operations of the Company, taken as a whole, or to the ability of the Company and the Seller to timely consummate the Transactions, except to the extent resulting from (a) changes in general local, domestic, foreign, or international economic conditions, (b) changes affecting generally the industries or markets in which the Company operates, (c) acts of war, sabotage or terrorism, military actions or the escalation thereof, (d) any changes in applicable laws or accounting rules or principles, including changes in GAAP, (e) changes due to compliance by Seller or the Company with the terms of, or the taking of any action contemplated or permitted by, this Agreement, or (f) the announcement of the Transactions.

 " Order " means any order, award, decision, injunction, judgment, ruling, decree, charge, writ, subpoena or verdict entered, issued, made or rendered by any Governmental Body or arbitrator.

" Organizational Documents " means (a) the certificate or articles of organization and operating agreement, (b) any documents comparable to those described in clause (a) as may be applicable pursuant to any Law and (c) any amendment or modification to any of the foregoing.

" Ordinary Course of Business " means the ordinary course of the conduct of the Business by the Company, consistent with past operating practices.

" Party " means the Buyer, the Company and the Seller.

" Permit " means any permit, license or Consent issued by any Governmental Body or pursuant to any Law.

" Permitted Encumbrance " means (a) any mechanic's, materialmen's or similar statutory lien incurred in the Ordinary Course of Business for monies not yet due, (b) any lien for Taxes not yet due, and (c) any purchase money lien or lien securing rental payments under capital lease arrangements to the extent related to the assets purchased or leased.

" Person " means any individual, corporation, limited liability company, partnership, company, sole proprietorship, joint venture, trust, estate, association, organization, labor union, Governmental Body or other entity.

" Proceeding " means any proceeding, charge, complaint, claim, demand, notice, action, suit, litigation, hearing, audit, investigation, arbitration or mediation (in each case, whether civil, criminal, administrative, investigative or informal) commenced, conducted, heard or pending by or before any Governmental Body, arbitrator or mediator.

 " Related Person " means (a) with respect to a specified individual, any member of such individual's Family and any Affiliate of any member of such individual's Family, and (b) with respect to a specified Person other than an individual, any Affiliate of such Person and any member of the Family of any such Affiliates that are individuals.  The "Family" of a specified individual means the individual, such individual's spouse and former spouses, any other individual who is related to the specified individual or such individual's spouse or former spouse within the third degree of consanguinity, and any other individual who resides with the specified individual.

" Representative " means, with respect to a particular Person, any director, officer, employee, agent, consultant, advisor or other representative of such Person, including legal counsel, accountants and financial advisors.

" SEC " means the United States Securities and Exchange Commission.

" Securities Act " means the Securities Act of 1933, as amended.

" Tax " means (A) any federal, state, local, foreign or other income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental (including taxes under Code Section 59A), customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, general service, alternative or add-on minimum, estimated or other tax of any kind whatsoever, however denominated, or computed, and including any interest, penalty, or addition thereto, whether disputed or not; (B) Liability for the payment of any amounts of the type described in clause (A) arising as a result of being (or ceasing to be) a member of any Affiliated Group (or being included (or required to be included) in any Tax Return relating thereto); and (C) Liability for the payment of any amounts of the type described in clause (A) or (B) as a transferee or successor, by Contract or from any express or implied obligation to indemnify or otherwise assume or succeed to the Liability of any other Person.

" Tax Return " means any return, declaration, report, claim for refund, or information return or other document or statement relating to Taxes, including any form, schedule or attachment thereto and any amendment or supplement thereof.

" Trading Day " means any day on which the New York Stock Exchange is open for trading, whether or not any of the Alpine 4 Stock is actually traded on that exchange or on that day.

" Transactions " means the transactions contemplated by the Transaction Documents.

" Transaction Documents " means this Agreement, the Consulting Agreement, the Note, the Security Agreement, the Master Services Commission Agreement, and all other written agreements, documents and certificates contemplated by any of the foregoing documents.

" Transaction Payments " includes, without limitation (i) all of the Seller' Transaction Expenses, if any, and (ii) all severance, change in control, stay-pay, bonus or other similar payments to any current or former employees, officers, directors or managers of the Company or any of its Affiliates arising as a result of the Transactions, together, without duplication, with any Taxes payable as a result of such payments; except in either case to the extent such have been paid and fully discharged by the Seller or the Company prior to the Closing.

" Units " means any issued and outstanding membership unit of the Company.

ARTICLE II
SALE AND PURCHASE OF UNITS

2.1   Sale and Purchase of Units .  Subject to the terms and conditions of this Agreement, the Buyer will purchase from the Seller, and Seller will sell and deliver to the Buyer, all of the Units owned by Seller, which Units equal one hundred percent (100%) of the issued and outstanding Units of the Company.

2.2   Purchase Price .

(a)   The total consideration for the Units (the " Purchase Price ") shall be $5,505,000, which is the sum of the Cash Consideration, the Securities Consideration, and the Convertible Note Consideration, each as hereinafter defined.

(b)   The " Cash Consideration " shall be $2,900,000, which shall be paid to the Seller at Closing.

(c)   The " Convertible Note Consideration, " issued in favor of Seller only, shall consist of a secured convertible promissory note, in the aggregate original principal amount of $1,500,000 (the " Note "), in substantially the form set forth in Exhibit B hereto, secured by a subordinated security interest in the assets of the Company (the " Security Agreement ") in substantially the form set forth in Exhibit C hereto.

(i)	The Parties agree that the terms of the Note shall include the following: (A) the Note shall be secured by a subordinated security interest in the Assets of the Company; (B) the principal shall bear interest at 5% with a balloon payment after 18 months;

(ii)	All Common Shares issued pursuant to the Note (the " Conversion Shares ") shall bear restrictive legends that reference the applicable securities laws.

(iii)

the Note shall bear a 5% interest rate and will have a balloon payment on the 18 month anniversary of the Effective Date of this Agreement. The Note shall be made payable to Alan Martin in the principal amount of $1,500,000.

(d)   The " Securities Consideration " shall consist of 260,000 shares of Alpine 4 Class A Common stock (the " Common Shares "), valued at $4.25 per share issued at or within 5 business days following Closing, and a warrant to purchase an additional 75,000 shares, with an exercise price of $4.25 per share and a term of three years from the date of the Closing (the " Warrant ").

(i)	With respect to the Common Shares, Seller shall have the right, but not the obligation, to require Buyer to redeem the Common Shares on the following schedule:

(A)   Seller may require Buyer to redeem 130,000 of the Common Shares on the one-year anniversary of the Closing (the " First Redemption Date "), by tendering a Redemption Demand (defined below) pursuant to the terms discussed below;

(B)   Seller may require Buyer to redeem an additional 65,000 of the Common Shares on the eighteen-month anniversary of the Closing (the " Second Redemption Date "), by tendering a Redemption Demand pursuant to the terms discussed below; and

(C)   Seller may require Buyer to redeem the remaining 65,000 Common Shares on that date which is the twenty-four-month anniversary of the Closing (the " Third Redemption Date ," and with the First Redemption Date and the Second Redemption Date, the " Redemption Dates "), by tendering a Redemption Demand (defined below) pursuant to the terms discussed below.

(D)   The Company shall pay the redemption price of $4.25 per share (the " Redemption Price ") for all shares redeemed pursuant to this Section.

(E)   For each of the Redemption Dates described above, the Seller shall have the right to tender to the Buyer a written notice (a " Redemption Demand ") within thirty (30) calendar days after the applicable Redemption Date to require the Buyer to redeem the applicable number of shares. Provided, however, as a condition precedent to the expiration of the Redemption Demand, Buyer shall be required to deliver to Seller a notice of each Redemption Date, in accordance with Paragraph 10.5 of this Agreement, not more than forty-five (45) days, and not less than fifteen (15) days before, each Redemption Date. Within ten (10) business days of receipt of a Redemption Demand, the Buyer shall pay to the Seller the redemption amount equal to the number of shares being redeemed multiplied by the Redemption Price.

(F)   If the Buyer has provided a Notice of Redemption Date and the Seller does not submit a Redemption Demand within thirty calendar days after the applicable Redemption Date, the Seller shall be deemed to have lost its right to require Buyer to redeem such Common Shares.

(e)   At the Closing, subject to the terms and conditions of this Agreement,

(i)

The Seller shall transfer all of the Units of the Company owned by the Seller to the Buyer by delivering to the Buyer any certificates therefor, with all necessary endorsements and assurances in order to permit immediate registration of the transfer thereof on the books of the Company, free and clear of any Encumbrances (other than restrictions on transfer imposed by applicable securities Law), accompanied by duly executed stock powers, in form and substance reasonably satisfactory to the Buyer, and

(ii)

against receipt of the Units, the Buyer shall issue, deliver, and pay, as applicable, the Securities Consideration, the Convertible Promissory Note Consideration, and the Cash Consideration as follows: (A) the Note (as described above); (B) Cash Consideration of $2,900,000 shall be paid to the Seller, by wire transfers of immediately available funds to bank accounts designated by the Seller on the Signature Page hereto; and (C) the Securities Consideration by delivering the Options at Closing and Certificates representing the Common Shares within five (5) business days after Closing.

2.3   Closing .  Buyer has had until and through the Closing Date (defined below), in which to conduct due diligence (the "Due Diligence Period"). Seller provided Buyer with all documents and information concerning the Business and the Assets as Buyer requested, including without limitation all ledgers and financial statements, income documentation, sales history, sales tax records, client records, client and prospective client lists, employee salaries and benefits, and all other pertinent documents, in each case, to the extent requested throughout the Due Diligence Period by Buyer to objectively evaluate the Business.  Following such Due Diligence Period, the closing of the Transactions (the " Closing ") to be performed on the Closing Date will take place remotely via the exchange of documents and signatures as the Buyer and the Seller may mutually determine (the " Closing Date ").  The sale, assignment, transfer and conveyance to the Buyer of the Units will be deemed effective as 12:01 a.m. on the Closing Date.

2.4   Non-Com pete .

(a)   In connection with the purchase of the Units by the Buyer, Seller hereby agrees that during the period of Five (5) years from the date of Closing, Seller shall not accept employment with or render any service to, or acquire or own, directly or indirectly, any ownership interest, any direct competitor of the Company or create or engage in creating or conducting a competing business anywhere within the geographic area in which the Company conducts Business or provides services during the time of Seller' consulting or other business relationship with the Company.

(b)   The Parties agree that the non-compete agreement set forth above in subsection (a) shall not include, and the Parties expressly permit the Seller to continue to work with, Pipeline & Construction, Rite of Way, Compressor stations and pad building related services (the "Permitted Competitive Services").

(c)   The Parties agree that if there occurs an Event of Default under the Note, subject to all applicable cures set forth in the Note, the non-compete agreement by Seller described in this Section 2.4 shall become void and of no further force or effect.

2.5   Tax Withholding . Notwithstanding anything to the contrary in this Article II, to the extent required by the Code or applicable Law, the Buyer shall be permitted to deduct and withhold for taxes any required amounts from the Purchase Price (or any portion thereof), as reasonably determined by the Buyer.  Any tax amounts so deducted or withheld shall be treated as if paid to the Party for whom the tax deduction or withholding was required; provided, however, that the withholding Party shall have properly remitted such tax amounts withheld to the appropriate authorities.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE SELLER

Seller represents and warrants to the Buyer that the following representations are true and complete as of the Closing Date:

3.1   Authority .  Seller has full power, authority and legal capacity to execute and deliver the Transaction Documents to which Seller is a party and to perform the Seller' obligations thereunder.  This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable against Seller in accordance with the terms of this Agreement.  Upon the execution and delivery by Seller of each Transaction Document to which Seller is a party, such Transaction Document will constitute the valid and legally binding obligation of Seller enforceable against Seller in accordance with the terms of such Transaction Document.

3.2   Unit Ownership .  Seller owns of record and beneficially the number of Units set forth next to Seller's name on the Signature Page hereto, free and clear of any Encumbrance or restriction on transfer (other than any restriction under any securities Law).  Seller is not a party to any option, warrant, purchase right, right of first refusal, call, put or other Contract (other than this Agreement) that could require Seller to sell, transfer or otherwise dispose of any Units.  At the Closing, Seller will have duly transferred to the Buyer all of Seller's Units, free and clear of any Encumbrance, and such Units constitute 100% of the issued and outstanding units of the Company.

3.3   No Conflicts .  Neither the execution and delivery of this Agreement nor the performance of the Transactions will, directly or indirectly, with or without notice or lapse of time:  (a) violate any Law to which Seller, or any of Seller's Units, is subject; (b) violate, conflict with, result in a breach of, constitute a default under, result in the acceleration of or give any Person the right to accelerate the maturity or performance of, or to cancel, terminate, modify or exercise any remedy under, any Contract to which Seller is a party or by which Seller is bound or to which any of Seller's Units is subject or the performance of which is guaranteed by Seller; or (c) result in the imposition of any Encumbrance on any of Seller's Units.  Seller need not notify, make any filing with, or obtain any Consent of, any Person in order to perform the Transactions.

3.4   Litigation .  There is no Proceeding pending or, to Seller's Knowledge, threatened or anticipated against Seller relating to or affecting the Transactions.

3.5   Brokers' Fees . Seller has not engaged, and to the Seller's Knowledge, there are no other brokers, finders or agents entitled to any similar fee, commission or related payments with respect to the Transactions for which the Buyer or the Company   could be liable.

3.6   Securities Law .

(a)   Seller acknowledges that the offer and sale by the Buyer of the Securities Consideration is intended to be exempt from registration under the Securities Act and all applicable state securities Law.

(b)   Seller:  (i) has been furnished with a copy of all reports or documents required to be filed by the Buyer with the SEC through the date of this Agreement pursuant to the Securities Exchange Act of 1934, as amended; (ii) has been provided copies of all other reasonably requested material information regarding Buyer; and (iii) has been afforded an opportunity to ask questions of, and receive answers from, management of Buyer in connection with the Securities Consideration.  Seller has not been furnished with any oral or written representation in connection with the purchase of the Securities Consideration by or on behalf of Buyer that Seller has relied on that is not contained in this Agreement.

(c)   Seller: (i) is an "accredited investor" as defined in Rule 501 of Regulation D under the Securities Act; (ii) has obtained, in its judgment, sufficient information to evaluate the merits and risks of the purchase of the Securities Consideration; (iii) has sufficient knowledge and experience in financial and business matters to evaluate the merits and risks associated with such purchase of the Securities Consideration and to make an informed investment decision with respect thereto; and (iv) has consulted with its own advisors with respect to the purchase of the Securities Consideration.  

(d)   The Securities Consideration is being acquired for Seller's own account for investment and not for the benefit or account of any other Person and not with a view to, or in connection with, any resale or distribution thereof unless the shares of such Securities Consideration are subsequently registered under the Securities Act and under the applicable securities Law of such states or an exemption from such registration is otherwise available.  Seller fully understands and agrees that it may have to bear the economic risk of the investment in the Securities Consideration for an indefinite period of time because, among other reasons, such Securities Consideration has not been registered under the Securities Act or under the securities Law of any states, and, therefore, the shares of such Securities Consideration are "restricted securities" and cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under the applicable securities Law of such states or an exemption from such registration is otherwise available.  Seller understands that Buyer is not under any obligation to register such Securities Consideration on Seller's behalf or to assist Seller in complying with any exemption from registration under the Securities Act or applicable state securities Law, except as set forth in the Transactional Documents.  Seller understands that unless the shares of such Securities Consideration are eligible for sale pursuant to Rule 144(d), Buyer may require, as a condition to registering the transfer of such Securities Consideration, an opinion of counsel satisfactory to Buyer to the effect that such transfer does not violate such registration requirements

ARTICLE IV
REPRESENTATIONS AND WARRANTIES
OF THE COMPANY

The Seller and the Company, jointly and severally, represent and warrant to the Buyer as follows:

4.1   Organization, Qualification and Corporate Power .  Schedule 4.1 sets forth the Company's jurisdiction of organization, the other jurisdictions in which it is qualified to do business, and its directors and officers.  The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization.  The Company is duly qualified to do business and is in good standing under the laws of its jurisdiction of organization and the laws of each jurisdiction where such qualification is required.  Each of the Company has full corporate power and authority to conduct the businesses in which it is engaged, to own and use the properties and assets that it purports to own or use and to perform its obligations.  The Company do not currently maintain, nor has at any time in the past maintained, employees or assets of any kind in any jurisdiction outside of the United States, except as set forth on Schedule 4.1 . Each of the Company has delivered to the Buyer correct and complete copies of the Organizational Documents of the Company.  The Company is not in violation of any of its Organizational Documents.  The minute books and the membership ownership records, of the Company, in each case as delivered or made available to the Buyer, are correct and complete.  Neither of the Company has, within the last five years, (i) used any trade names or assumed names other than the trade names or assumed names set forth on Schedule 4.1 or (ii) operated any business other than the Business, except as set forth on Schedule 4.1.

4.2   Capitalization .  The entire authorized capitalization of the Company is as follows:

All such outstanding Units are owned of record and beneficially by the Seller as identified in Section 2.1 above, and there are no other owners or holders of Units of either of the Company.  All of the outstanding Units of the Company has been duly authorized and is validly issued, fully paid and nonassessable.  There are no outstanding securities convertible or exchangeable into Units of the Company   or any options, warrants, purchase rights, subscription rights, preemptive rights, conversion rights, exchange rights, calls, puts, rights of first refusal or other Contracts that could require the Company   to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem units of the Company.  There are no outstanding unit appreciation, phantom unit, profit participation or similar rights with respect to the Company.  The Company has not violated any securities Law in connection with the offer, sale or issuance of any of its Units or other equity or debt securities.  There are no voting trusts, proxies or other Contracts relating to the voting of the Units of the Company.  The Company does not control or own, directly or indirectly, any equity or profits interests in any Person or have the power, directly or indirectly, to elect any Persons to the board of directors or comparable governing body of any other Person.

4.3   Authority .  The Company has full corporate power and authority to execute and deliver this Agreement and each Transaction Document to which the Company is a party, and to perform its obligations hereunder and thereunder.  The execution, delivery and performance by the Company of this Agreement and each Transaction Document to which the Company is a party have been duly authorized by the board of directors of the Company.  This Agreement and each Transaction Document to which the Company is a party constitutes the valid and legally binding obligation of the Company, enforceable against the Company in accordance with the terms thereof.  Upon the execution and delivery by the Company of each Transaction Document to which the Company is a party, such Transaction Document will constitute the valid and legally binding obligation of the Company enforceable against the Company in accordance with the terms of such Transaction Document.

4.4   No Conflicts .  Neither the execution and delivery of this Agreement nor the performance of the Transactions will, directly or indirectly, with or without notice or lapse of time:  (a) violate any Law to which the Company   or any asset owned or used by the Company   is subject; (b) violate any Permit held by the Company   or give any Governmental Body the right to terminate, revoke, suspend or modify any Permit held by the Company; (c) violate any Organizational Document of the Company; (d) violate, conflict with, result in a breach of, constitute a default under, result in the acceleration of or give any Person the right to accelerate the maturity or performance of, or to cancel, terminate, modify or exercise any remedy under, any Material Contract; (e) cause the Buyer or the Company   to have any Liability for any Tax; or (f) result in the imposition of any Encumbrance upon any asset owned or used by the Company.  The Company does not need to notify, make any filing with, or obtain any Consent of any Person in order to perform the Transactions.

4.5   Financial Statements .

(a)   Attached to Schedule 4.5 are the following financial statements (collectively, the " Financial Statements "):  (i) unaudited balance sheets of the Company as of December 31 for each of the years 2012 to 2015, and statements of income, changes in owners' equity, and cash flow for each of the fiscal years then ended; and (ii) an unaudited, consolidated balance sheet (the " Interim Balance Sheet ") of the Company   as of December 31st 2015, and statements of income, changes in owners' equity, and cash flow for the 3-months then ended.  Except as set forth on Schedule 4.5 , the Financial Statements have been prepared in accordance with GAAP, applied on a consistent basis throughout the periods covered thereby, and present fairly the financial condition of the Company as of and for their respective dates and periods covered thereby; provided , however , that the interim financial statements described in clause (ii) above are subject to normal, recurring year-end adjustments (which will not be, individually or in the aggregate, materially adverse) and lack notes (which, if presented, would not differ materially from the notes accompanying the Balance Sheet).

(b)   The Company's books and records maintained in the ordinary course of business (including all financial records, business records, customer lists, and records pertaining to products or services delivered to customers) (i) are complete and correct in all material respects and all transactions to which it is or has been a party are accurately reflected therein in all material respects on an accrual basis, (ii) reflect all material discounts, returns and allowances granted by it with respect to the periods covered thereby, (iii) have been maintained in accordance with customary and commercially reasonable business practices in its industry, (iv) form the basis for the Financial Statements with respect to the Company and (v) reflect in all material respects the assets, liabilities, financial position, results of operations and cash flows of it on an accrual basis.  To the Knowledge of the Company and the Seller, all computer-generated reports and other computer output included in its books and records are complete and correct in all material respects and were prepared in accordance with commercially reasonable business practices based upon accurate data.  The Company's management information systems are adequate for the preservation of relevant information and the preparation of accurate reports.

(c)   To the Knowledge of the Company and the Seller, there are no events of fraud, whether or not material, that involve management or other employees of the Company who have a significant role in the Company's financial reporting and/or relate to the Business.

4.6   Absence of Certain Changes .  Except as disclosed on Schedule 4.6, since September 30, 2016 (the " Interim Date "), there has not been any Material Adverse Effect and no event has occurred or circumstance exists that reasonably could result in any such Material Adverse Effect.  Since the Interim Date, the Company has:

(a)   not   sold, leased, transferred or assigned any asset, other than for fair consideration in the Ordinary Course of Business or made any distributions of any assets (cash or otherwise) to any of its Affiliates;

(b)   not sold, leased, transferred or assigned any of its assets, tangible or intangible, other than the sale or transfer of inventory or immaterial assets for fair consideration in the Ordinary Course of Business;

(c)   not experienced any material damage, destruction or loss other than ordinary wear and tear (whether or not covered by insurance) to its property or assets in excess of $25,000 in the aggregate;

(d)   not entered into any Contract (or series of reasonably related Contracts, each of which materially relates to the underlying transaction as a whole) involving more than $25,000 or that cannot be terminated without penalty on less than six months' notice, with the exception of inventory purchase orders;

(e)   not accelerated, terminated, modified or cancelled any Contract or Permit (or series of reasonably related Contracts or Permits) involving more than $25,000 annually to which the Company   is a party or by which it or its assets is bound, and the Company has not received notice that any other party to such a Contract or Permit (or series of reasonably related Contracts or Permits) has accelerated, terminated, modified or cancelled the same, other than as set forth in Paragraph 4.6(o);

(f)   not had an Encumbrance (other than Permitted Encumbrances) imposed upon it or any of its assets;

(g)   not (i) made any capital expenditure (or series of related capital expenditures) either involving more than $25,000, except for certain software development expenditures, or outside the Ordinary Course of Business (ii) failed to make any scheduled capital expenditures or investments when due, or (iii) made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans or acquisitions) involving more than $25,000;

(h)   not delayed or postponed the payment of accounts payable and other Liabilities, accelerated the collection of accounts receivable, in either case outside the Ordinary Course of Business, or altered any accounting method or practice;

(i)   not issued, created, incurred or assumed any Indebtedness (or series of related Indebtedness) involving more than $25,000   in the aggregate or delayed or postponed the payment of accounts payable or other Liabilities beyond the original due date;

(j)   not canceled, compromised, waived or released any right or claim (or series of related rights or claims) or any Indebtedness (or series of related Indebtedness) owed to it, in any case involving more than $25,000;

(k)   not issued, sold or otherwise disposed of any of its units, or granted any options, warrants or other rights to acquire (including upon conversion, exchange or exercise) any of its units or declared, set aside, made or paid any dividend or distribution with respect to its units (whether in cash or in kind) or redeemed, purchased or otherwise acquired any of its units or amended any of its Organizational Documents;

(l)   not (i) conducted the Business outside the Ordinary Course of Business, (ii) made any loan to, or entered into any other transaction with, any of its directors, officers or employees on terms that would not have resulted from an arms-length transaction, (iii) entered into any employment Contract or modified the terms of any existing employment Contract, (iv) granted any increase in the compensation of any of its directors, officers or employees (including, without limitation, any increase pursuant to any bonus, pension, profit-sharing or other plan or commitment), or (v) adopted, amended, modified or terminated any Employee Benefit Plan or other Contract for the benefit of any of its directors, officers or employees;

(m)   not made, rescinded or changed any Tax election, changed any Tax accounting period, adopted or changed any accounting method, filed any amended Tax Return, entered into any closing agreement, settled any Tax claim, assessment or Liability, surrendered any right to claim a refund of Taxes, consented to any extension or waiver of the limitation period applicable to any Tax claim or assessment, or taken any other similar action relating to the filing of any Tax Return or the payment of any Tax;

(n)   not had any Proceeding commenced nor, to the Knowledge of the Company and the Seller, threatened or anticipated relating to or affecting the Company, the Business or any asset owned or used by it;

(o)   not suffered (i) any loss of any material customer, distribution channel, sales location or source of supply of raw materials, inventory, utilities or contract services or the receipt of any notice that such a loss may be pending, or (ii) any occurrence, event or incident related to the Company outside of the Ordinary Course of Business;

(p)   not estimated or recorded any Contract Loss in any single instance of more than $5,000 or any Contract Losses in the aggregate of more than $20,000;

(q)   not entered into any capital or operating leases.

(r)   not obtained or sought to obtain any Permit, other than Permits obtained or sought in connection with the new building leased pursuant to the office lease referenced in clause (q) of this Section 4.6; or

(s)   not agreed or committed to any of the foregoing.

4.7   No Undisclosed Liabilities .  The Company has not incurred any Liability (and, to the Knowledge of the Company and the Seller, no basis exists for any Liability), except for (a) Liabilities to the extent reflected or reserved against on the Interim Balance Sheet, (b) current Liabilities incurred in the Ordinary Course of Business since the Interim Date (none of which results from, arises out of, relates to, is in the nature of, or was caused by any breach of Contract, breach of warranty, tort, infringement or violation of Law) and (c) Liabilities that are not required to be reflected in the Company's Financial Statements in accordance with GAAP and are individually or in the aggregate not greater than $25,000.

4.8   Title to and Sufficiency of Assets .  The Company   has   good and marketable title to, or a valid leasehold interest in, the Assets, free and clear of any Encumbrances except for Permitted Encumbrances and except for properties and assets disposed of in the Ordinary Course of Business since the Interim Date.  The Assets include (a) all tangible and intangible property and assets necessary for the continued conduct of the Business and the provision of services therewith as of the Closing in the same manner as conducted prior to the Closing and in compliance in all material respects with all applicable Laws, Material Contracts and Permits as of the Closing, (b) all property and assets necessary to have generated the results of operations for the Business reflected in the Financial Statements and to perform under the Material Contracts, and (c) all real property(3635 e us hwy 270 Mcalester ok 74501 , and 27274 CR 460, Alva, OK 73717)(Seller and his spouse shall execute a warranty deed for the real property), as more fully described in Exhibit C.  The Company further represents and warrants that the Company will retain title to the Assets, following the Closing, and irrespective of the status of the consulting agreement between Seller and the Company.

4.9   Accounts Receivable; Accounts Payable .

(a)   All Accounts Receivable as of the Closing Date represent or will represent valid obligations arising from goods or services actually sold by the Company   in the Ordinary Course of Business.  Unless paid prior to the Closing Date, to the Knowledge of the Company and the Seller , the Accounts Receivable are and will be as of the Closing Date collectible in accordance with their terms net of the respective reserves shown on the Balance Sheet, the Interim Balance Sheet and the accounting records of the Company   as of the Closing Date, respectively.  The foregoing reserves are calculated consistent with past practices.  To the Knowledge of the Company and the Seller , there is no contest, claim, or right to set-off, other than warranty work in the Ordinary Course of Business, under any Contract with any obligor of an Account Receivable relating to the amount or validity of such Account Receivable.  Schedule 4.10(a) contains a list of all Accounts Receivable as of the September 30, 2016, which list sets forth the aging of such Accounts Receivable.

(b)   All Accounts Payable as of the Closing Date represent or will represent valid obligations arising from purchases or commitments actually made by the Company in the Ordinary Course of Business.  Unless paid prior to the Closing Date, the Accounts Payable are and will be as of the Closing Date current and payable in accordance with their terms net of the respective reserves shown on the Balance Sheet, the Interim Balance Sheet and the accounting records of the Company as of the Closing Date, respectively.  There is no contest, claim, or right to set-off under any Contract with any obligee of an Account Payable relating to the amount or validity of such Account Payable.  Schedule 4.10(b) contains a list of all Accounts Payable as of September 30 ^th , 2016 , which list sets forth the aging of such Accounts Payable.  As of the Closing, the aggregate amount of Accounts Payable shall not exceed $15,000.

4.10   Relationship with Business Partners, Vendors, Suppliers .  As of the date of this Agreement, the Company has maintained positive business relationships consistent with past practices with its business partners, vendors, suppliers, and all others (collectively, the " Business Associates ") necessary for the operation of the Business of the Company.  Neither the Company nor the Seller is aware of any pending problems, issues, or concerns with the relationships with any of the Company's Business Associates.

4.11   Contracts .

(a)   The Company has provided to Buyer copies of, or access to,   the following Contracts to which the Company   is a party or by which the Company   is bound or to which any asset of the Company   is subject or under which the Company has   any rights or the performance of which is guaranteed by the Company or under which the Company is conducting any of the Business   (collectively, with the Leases, Licenses and Insurance Policies, the   " Material Contracts "): (i) each Contract (or series of related Contracts) that involves delivery or receipt of products or inventory of an amount or value in excess of $10,000 or that involves expenditures or receipts in excess of $10,000; (ii) each Contract (or series of related Contracts) that involves delivery or receipt of services (other than with respect to products or inventory) of an amount or value in excess of $10,000 or that involves expenditures or receipts in excess of $10,000; (iii) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property, including each Lease and License; (iv) each licensing agreement or other Contract with respect to intellectual property of any third party, including any agreement with any current or former employee, consultant or contractor regarding the appropriation or non-disclosure of any Intellectual Property or intellectual property of any third party; (v) each collective bargaining agreement and other Contract to or with any labor union or other employee representative of a group of employees; (vi) each joint venture, partnership or Contract involving a sharing of profits, losses, costs or Liabilities with any other Person; (vii) each Contract containing any covenant that purports to restrict the business activity of the Company   or limit the freedom of the Company   to engage in any line of business or to compete with any Person; (viii) each Contract providing for payments to or by any Person based on sales, purchases or profits, other than direct payments for goods; (ix) each power of attorney; (x) each Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company   to be responsible for consequential, incidental or punitive damages; (xi) each Contract (or series of related Contracts) for capital expenditures in excess of $10,000; (xii) each written warranty, guaranty or other similar undertaking with respect to contractual performance other than in the Ordinary Course of Business; (xiii) each Contract for Indebtedness with an outstanding balance in excess of $10,000; (xiv) each employment or consulting Contract; (xv) each Contract to which the Seller or any Related Person of the Seller or of the Company   is a party or otherwise has any rights, obligations or interests; and (xvi) each Contract not terminable without penalty on less than six months' notice.

(b)   Each Material Contract, with respect to the Company, is legal, valid, binding, enforceable, in full force and effect and will continue to be so on identical terms as of the Closing Date.  Each Material Contract, with respect to the other parties to such Material Contract, to the Knowledge of the Company and the Seller, is legal, valid, binding, enforceable, in full force and effect and will continue to be so on identical terms as of the Closing Date.  To the Knowledge of the Company and the Seller, the Company is not aware of any breach or default, and is not aware of any event that has occurred that with notice or lapse of time would constitute a breach or default, or permit termination, modification or acceleration, under any Material Contract.  To the Company's Knowledge and to the Seller' Knowledge, no other party is in breach or default, and no event has occurred that with notice or lapse of time would constitute a breach or default, or permit termination, modification or acceleration, under any Material Contract.  No party to any Material Contract has notified the Company that it has repudiated any provision of any Material Contract.

(c)   There is no Contract to which the Company is a party and performing work as a subcontractor for a prime contractor (a " Subcontract "), which incorporates terms or conditions from the related Contract between the prime contractor and the other Person party thereto (the " Prime Contract "), where the terms and conditions incorporated into the Subcontract from the Prime Contract (i) impose material obligations on the Company not expressly delineated in the Subcontract (e.g., cannot incorporate by reference to the Prime Contract) or (ii) require the Company to perform in a manner inconsistent with, or above and beyond, the terms of Material Contracts (which are not Subcontracts) previously provided to the Buyer .

4.12   Intellectual Property .

(a)   Except as set forth on Schedule 4.12 , the Company is the sole and exclusive legal and beneficial, and, as to registered Intellectual Property, record, owner of all right, title and interest in and to the Intellectual Property, and has, to the Knowledge of the Company and the Seller, the valid right to use all other intellectual property of any third party used in or necessary for the conduct of the Company's current business or operations, in each case, free and clear of Encumbrances other than Permitted Encumbrances. Each item of Intellectual Property or intellectual property of any third party owned, licensed or used by the Company immediately prior to the Closing is set forth on Schedule 4.12 .  To the Knowledge of the Company and the Seller, each item of Intellectual Property or intellectual property of any third party owned, licensed or used by the Company is valid and enforceable and otherwise fully complies with all Laws applicable to the enforceability thereof.  Schedule 4.12 identifies each item of intellectual property of any third party that any Person other than the Company owns and that the Company uses pursuant to license, agreement or permission (a " License ").  With respect to each item of Intellectual Property or intellectual property of any third party required to be identified in Schedule 4.12 :  (i) such item is not subject to any Order; (ii) no action is pending or, to the Knowledge of the Company and the Seller, is threatened or anticipated that challenges the legality, validity or enforceability of such item; and (iii) the Company has not granted any sublicense or similar right with respect to the License relating to such item.

(b)   To the Knowledge of the Company and the Seller, the conduct of the Company's business as currently and formerly conducted, and the products, processes and services of the Company, have not infringed, misappropriated, diluted or otherwise violated, and do not and will not infringe, dilute, misappropriate or otherwise violate the intellectual property or other rights of any Person. To the Knowledge of the Company and the Seller, no Person has infringed, misappropriated, diluted or otherwise violated, or is currently infringing, misappropriating, diluting or otherwise violating, any intellectual property of any third party.  The Company is not aware of any Proceedings (including any oppositions, interferences or re-examinations) settled, pending or threatened (including in the form of offers to obtain a license): (i) alleging any infringement, misappropriation, dilution or violation of the intellectual property of any Person by the Company; (ii) challenging the validity, enforceability, registrability or ownership of any intellectual property or the Company's rights with respect to any intellectual property of any third party; or (iii) by the Company or any other Person alleging any infringement, misappropriation, dilution or violation by any Person of the Intellectual Property.  The Company is not subject to any outstanding or prospective Order (including any motion or petition therefor) that does or would restrict or impair the use of any Company Intellectual Property.

(c)   The Company has taken all commercially reasonable actions to maintain and protect all of the Intellectual Property as of the Closing Date so as not to adversely affect the validity or enforceability thereof.  The consummation of the transactions contemplated hereunder will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other Person in respect of, the Company's right to own, use or hold for use any Intellectual Property or intellectual property of any third party as owned, used or held for use in the conduct of the Company's business or operations as currently conducted.

4.13   Tax .

(a)   The Company has filed with the appropriate Governmental Body in a timely manner all Tax Returns that the Company was required to have filed.  All Tax Returns filed by the Company are true, correct and complete in all material respects.  All Taxes owed (or required to be remitted) by the Company (whether or not shown or required to be shown on any Tax Return) have been paid in a timely manner to the appropriate Governmental Body.

(b)   To the Knowledge of the Company and the Seller, no claim has been made by any Governmental Body in a jurisdiction where the Company does not file Tax Returns that the Company is or may be subject to the payment, collection or remittance of any Tax of that jurisdiction or is otherwise subject to taxation by that jurisdiction.  To the Knowledge of the Company and the Seller, there are no Encumbrances on any of the assets of the Company that arose in connection with, or otherwise relate to, any failure (or alleged failure) to pay any Tax.  Schedule 4.13   (i) contains a list of all states, territories and other jurisdictions (whether domestic or foreign) in which the Company has filed a Tax Return at any time during the six-year period ending on the date hereof, (ii) identifies those Tax Returns that have been audited, (iii) identifies those Tax Returns that currently are the subject of audit, (iv) lists all Tax rulings and similar determinations requested or received by the Company or Seller, (v) identifies those Tax Returns that are due to be filed within 90 days after the date hereof and (vi) contains a complete and accurate description of all material Tax elections that were made by or on behalf of the Company.  The Company has delivered or made available to the Buyer true, correct and complete copies of all Tax Returns filed by, and all examination reports, and statements of deficiencies assessed against or agreed to by, the Company during the six-year period ending on the date hereof.

(c)   The Company (i) have never been a member of an Affiliated Group filing a consolidated federal income tax return (other than a group the common parent of which was the Company), (ii) has never been a party to any Tax sharing, indemnification or allocation agreement, nor does the Company owe any amount under any such agreement, (iii) does not have any liability for Taxes of any person under Treas. Reg. § 1.1502-6 (or any similar provision of state, local or foreign law, and including any arrangement for group relief within a jurisdiction or similar arrangement), as a transferee or successor, by contract, or otherwise, and (iv) has never been a party to any joint venture, partnership or other agreement or arrangement that could be treated as a partnership for Tax purposes.

(d)   The Company has never constituted either a "distributing corporation" or a "controlled corporation" in a distribution of stock intended to qualify for a tax-free treatment under Code Section 355.

(e)   The Company has withheld or collected, and timely paid to the appropriate Governmental Body, all Taxes required to have been withheld or collected and remitted, and complied with all information reporting and back-up withholding requirements, and has maintained all required records with respect thereto, in connection with amounts paid or owing to any employee, customer, creditor, member, stockholder, independent contractor, or other third party.

(f)   There is no basis for any Governmental Body to, and neither Seller nor any director or officer (or employee responsible for Tax matters) of the Company expects any Governmental Body to, assess any additional Taxes for any period.  There is no dispute or claim concerning any Liability for Taxes paid, collected or remitted (or to be paid, collected or permitted) by the Company either (i) claimed or raised by any Governmental Body in writing or (ii) as to which any of the Seller or Company has Knowledge.  The Company has not waived any statute or period of limitations with respect to any Tax or agreed, or been requested by any Governmental Body to agree, to any extension of time with respect to any Tax.  No extension of time within which to file any Tax Return of the Company has been requested, granted or currently is in effect.

(g)   Since the Interim Date, the Company has not incurred any Liability for Taxes outside the ordinary course of business.

(h)   The Company has not, directly or indirectly, participated in any transaction (including, the transactions contemplated by this Agreement) that would constitute (i) a "reportable transaction" or "listed transaction" as defined in Treasury Regulation Section 1.6011-4 or (ii) a "tax shelter" as defined in Code Section 6111 and the Treasury Regulations thereunder.

(i)   The Company will not be required to include any item of income in, or exclude any item of deduction from, Taxable income for any Taxable period (or portion thereof) ending after the Closing Date, including as a result of: (i) a "closing agreement" as described in Code Section 7121 (or any corresponding or similar provision of state, local or foreign Tax law) executed on or prior to the Closing Date; (ii) change in method of accounting under Code Section 481(c); (iii) deferred intercompany gain or excess loss account under Treasury Regulations under Code Section 1502; (iv) installment sale or open transaction disposition made on or prior to the Closing Date; or (v) prepaid amount received on or prior to the Closing Date.

(j)   Schedule 4.13(b) lists each agreement, contract, plan or other arrangement (whether or not written and whether or not an Employee Benefit Plan) to which the Company is a party that is a "nonqualified deferred compensation plan" within the meaning of Code Section 409A and the Treasury Regulations thereunder.  Each such nonqualified deferred compensation plan (i) complies, and is operated and administered in accordance, with the requirements of Code Section 409A, the Treasury Regulations thereunder and any other IRS guidance issued thereunder and (ii) has been operated and administered in good faith compliance with Code Section 409A from the period beginning on the adoption of such nonqualified deferred compensation plan.

4.14   Legal Compliance .

(a)   The Company is, and since January 1, 2012, has been, in compliance in all material respects with all applicable Laws and Permits.  To the Knowledge of the Company and the Seller, no Proceeding is pending, nor since January 1, 2012, has been filed or commenced, against the Company   alleging any failure to comply with any applicable Law or Permit.  To the Knowledge of the Company and the Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) may constitute or result in a violation by the Company   of any Law or Permit.  The Company has not received any notice or other communication from any Person regarding any actual, alleged or potential violation by the Company   of any Law or Permit or any cancellation, termination or failure to renew any Permit held by the Company.

(b)   Schedule 4.14 contains a complete and accurate list of each Permit held by the Company   that is material to the Business or that otherwise is material to the Business or any asset owned or leased by the Company   and states whether each such Permit is transferable.  Each Permit listed or required to be listed on Schedule 4.14 is valid and in full force and effect.  Each Permit listed or required to be listed on Schedule 4.14 is renewable for no more than a nominal fee and, to the Knowledge of the Company and the Seller, there is no reason why such Permit will not be renewed.  The Permits listed on Schedule 4.14 constitute all of the Permits necessary to allow the Company   to lawfully conduct and operate the Business as currently conducted and operated and to own and use its assets as currently owned and used.

4.15   Litigation .  There is no Proceeding pending or, to the Knowledge of the Company and the Seller , threatened or anticipated relating to or affecting (a) the Company   or the Business or any asset owned or used by the Company or (b) the Transactions.  To the Knowledge of the Company and the Seller , no event has occurred or circumstance exists that would reasonably be expected to give rise to or serve as a basis for the commencement of any such Proceeding in which the anticipated liability exposure would be expected to exceed $10,000.  There is no outstanding Order to which the Company   or any asset owned or used by it is subject.  Schedule 4.15 lists all Proceedings pending at any time since January 1, 2012, in which either of the Company has been named as a defendant (whether directly, by counterclaim or as a third-party defendant) and all Proceedings pending at any time since January 1, 2012, in which either of the Company has been a plaintiff.  Schedule 4.15 lists all Orders in effect at any time since January 1, 2012, to which either of the Company has been subject or any asset owned or used by the Company is subject.

4.16   Service Warranties .  Each service provided by the Company   has been in conformity with all applicable contractual commitments and all express and implied warranties.  The Company has not had any Liability (and, to the Knowledge of the Company and the Seller, there is no basis for any present or future Proceeding against the Company   that could give rise to any Liability) for replacement or repair or other damages in connection therewith.  Schedule 4.16 lists (i) all Contracts which contain warranties extended beyond 12 months, (ii) all warranty claims made against the Company in excess of $10,000 since January 1, 2012 and (iii) any guaranty, warranty or indemnity provided by the Company not consistent with past practice or that could reasonably have a claim in excess of $10,000.  The Company has not had any Liability (and there is no basis for any present or future Proceeding against the Company that could give rise to any Liability) arising out of any injury to any individual or property as a result of any service provided by the Company.

4.17   Environmental .  To the Knowledge of the Company and the Seller, the Company has complied and is in compliance with all Environmental Laws.  No Permits are required pursuant to any Environmental Law for the occupation of the facilities or operation of the business of the Company.  Neither of the Company has received any written or oral notice, report or other information regarding any actual or alleged violation of any Environmental Law, or any Liabilities or potential Liabilities, including any investigatory, remedial or corrective obligations, relating to it or its facilities arising under any Environmental Law.

4.18   Employees .

(a)

With respect to each current employee and independent contractor of the Company, the Company has provided Buyer with complete access to the Company's records of such employee and independent contractor, including records reflecting the name, job title, current rate of direct compensation, date of commencement of employment or engagement, and, as to employees, sick and vacation leave (both number of days and USD equivalent) that is accrued and unused. The Company has provided to Buyer current copies of any employment agreements with any employees.

(b)

There are no pending, or to the Knowledge of the Company and the Seller, threatened, Proceedings with respect to the Company under any Laws relating to or arising out of any employment relationship with its employees.  The Company is not subject to any settlement or consent decree with any present or former employee, labor union or Governmental Body relating to claims of discrimination, wrongful practices or other claims in respect of employment practices and policies.

(c)

To the Knowledge of the Company and the Seller, the Company is, and since January 1, 2012, has been, in compliance in all material respects with all Laws relating to the employment of labor, including Laws respecting employment and employment practices, terms and conditions of employment, wages and hours, payroll documents, equal opportunity, immigration compliance, occupational health and safety, termination or discharge, plant closing and mass layoff requirements, affirmative action, workers' compensation, disability, unemployment compensation, whistleblower laws, collective bargaining, the payment of all applicable Taxes including the full payment of all required social security contributions and other required withholdings.

(d)

All employees and former employees of the Company has been, or will have been on or before the Closing Date, paid in full for, or the Company shall have properly accrued for, all wages, salaries, commissions, bonuses, vacation pay, severance and termination pay, sick pay, and other compensation for all services performed by them or that was accrued by them up to the most recent payroll date prior to Closing, payable in accordance with the obligations of the Company under any employment or labor practices and policies, or any collective bargaining agreement or individual agreement to which the Company is a party, or by which the Company may be bound.

(e)

To the Knowledge of the Company and the Seller, no employee, officer or director of the Company is a party to or bound by any agreement that (i) could adversely affect the performance of his or her duties as an employee, officer or director other than for the benefit of the Company, (ii) could adversely affect the ability of the Company to conduct its businesses, (iii) restricts or limits in any way the scope or type of work in which he or she may be engaged other than for the benefit of the Company or (iv) requires him or her to transfer, assign or disclose information concerning his or her work to anyone other than the Company.

4.19   Employee Benefits .

(a)   The Company does not maintain any   Company Benefit Plans.

(b)   Except to the extent required pursuant to Code Section 4980B(f) and the corresponding provisions of ERISA, no Company Benefit Plan provides retiree medical or retiree life insurance benefits to any Person, and the Company is not contractually or otherwise obligated (whether or not in writing) to provide any Person with life insurance or medical benefits upon retirement or termination of employment.

4.20   Customers and Suppliers .

(a)

With respect to each of the three fiscal years most recently completed prior to the date hereof, Schedule 4.20 lists the five   largest (by dollar volume) customers of the Company during each such period (showing the dollar volume for each) (the " Major Customers ").  Except as disclosed in Schedule 4.20, no event has occurred and no condition or circumstance exists that would reasonably be expected to materially and adversely affect the relations of the Company with any Major Customer or any supplier.  No Major Customer or supplier has notified the Company of plans to terminate or materially alter its business relations with the Business, either as a result of the transactions contemplated by this Agreement or otherwise, or to enter bankruptcy or liquidate.

(b)	Except to the extent set forth on Schedule 4.20 , the Company is not currently required to provide any bonding or other financial security arrangements in any amount in connection with any on-going jobs, projects or other transactions with any Major Customers or suppliers.

4.21   Transactions with Related Persons .  Except as set forth in Schedule 4.21 or in the financial statements, for the past three years, neither any member, officer, manager or employee of the Company   nor any Related Person of any of the foregoing has (a) owned any interest in any asset used in the Business, (b) been involved in any business or transaction with the Company   or (c) engaged in competition with the Company.  Except as set forth in Schedule 4.21 , neither any member, officer, manager or employee of the Company   nor any Related Person of any of the foregoing (i) is a party to any Contract with, or has any claim or right against, the Company   or (ii) has any Indebtedness owing to the Company.  Except as set forth in Schedule 4.23 , neither of the Company has had (A) any claim or right against any member, officer, manager or employee of the Company   or any Related Person of any of the foregoing or (B) any Indebtedness owing to any member, officer, manager or employee of the Company   or any Related Person of any of the foregoing.

4.22   Indebtedness and Guaranties .  Complete and correct copies of all instruments (including all amendments, supplements, waivers and consents) relating to any Indebtedness of the Company has been furnished to the Buyer.  The Closing Date Debt is listed on Schedule 4.22 and accurately reflects all amounts necessary to discharge the amounts of Indebtedness outstanding immediately prior to the Closing.  The Company is not a guarantor or otherwise liable for any Liability (including indebtedness) of any other Person.  Buyer and Company will cooperate with Seller and cause Seller to be removed as personal guarantor on all indebtedness, including but not limited to its trade accounts payable, as of the date of Closing.

4.23   Capital Expend itures   Attached to Schedule 4.23 are the Company's budgets for capital expenditures for its current fiscal year and the following fiscal year.  Except as set forth on Schedule 4.23 , there are no capital expenditures that the Company currently plans to make or anticipates will need to be made during its current fiscal year or the following fiscal year in order to comply with existing Laws or to continue operating the Business following the Closing in the manner currently conducted.  The Company has not foregone or otherwise materially altered any planned capital expenditure as a result of the Seller' decision to enter into the Transactions or otherwise sell or dispose of the Business.

4.24   Insurance .  The Company has delivered to the Buyer true and complete copies of each Insurance Policy and each pending application of the Company   for any insurance policy.  All premiums relating to the Insurance Policies have been timely paid.  The Company has been covered during the past 4 years by insurance in scope and amount customary and reasonable for the businesses in which it has engaged during such period.  The Company   is in compliance with all premium obligations and to the Knowledge of the Company and the Seller, the Company is not in default of any of its obligations relating to insurance created by Law or any Contract to which the Company   is a party.  The Company has   delivered or made available to the Buyer copies of loss runs and outstanding claims as of a recent date with respect to each Insurance Policy.

4.25   No Acceleration of Rights and Benefits .  The Company has not made, nor are either of the Company   obligated to make, any payment to any Person in connection with the Transactions or any change of control.  No rights or benefits of any Person have been (or will be) accelerated, increased or modified and no Person has the right to receive any payment or remedy (including rescission or liquidated damages), in each case as a result of a change of control or the consummation of the Transactions.

4.26   No Brokers' Fees .  The Company do not have any Liability for any fee, commission or payment to any broker, finder or agent with respect to the Transactions, except as set forth on Schedule 4.26 .  The Seller shall be responsible for the payment of any such fee, commission, or payment either prior to or at the time of Closing.

4.27   Disclosure .  No representation or warranty contained in this Article IV and no statement in any Schedule related thereto contains any untrue statement of material fact or omits to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.  To the Knowledge of the Company and the Seller, there is no impending change in the Business or in the Company's competitors, relations with employees, suppliers or customers, or in any Laws affecting the Business, that (a) has not been disclosed in the Schedules to the representations and warranties in this Article IV and (b) has resulted in or is reasonably likely to result in any breach of any representation or warranty or any Material Adverse Effect.  Buyer acknowledges and agrees that in entering into this Agreement (or any Schedule related thereto) it has not relied and is not relying on any representations, warranties, or other statements whatsoever, whether written or oral, by Seller or any Person acting on Seller' behalf, other than those expressly set forth in this Agreement (or any Schedule related thereto) and that it will not have any right or remedy arising out of any representation, warranty or statement not set forth in this Agreement (or any Schedule related thereto).

ARTICLE V
REPRESENTATIONS AND WARRANTIES REGARDING THE BUYER

The Buyer represents and warrants to the Seller as follows:

5.1   Organization and Authority .  The Buyer is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation.  The Buyer has full corporate power and authority to execute and deliver the Transaction Documents to which it is a party and to perform its obligations thereunder.  The execution and delivery by the Buyer of each Transaction Document to which the Buyer is a party and the performance by the Buyer of the Transactions have been duly approved by all requisite corporate action of the Buyer.  This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable against the Buyer in accordance with the terms of this Agreement.  Upon the execution and delivery by the Buyer of each Transaction Document to which the Buyer is a party, such Transaction Document will constitute the valid and legally binding obligation of the Buyer, enforceable against the Buyer in accordance with the terms of such Transaction Document.

5.2   No Conflicts .  Neither the execution and delivery of this Agreement nor the performance of the Transactions will, directly or indirectly, with or without notice or lapse of time:  (a) violate any Law to which the Buyer is subject; (b) violate any Organizational Document of the Buyer; or (c) violate, conflict with, result in a breach of, constitute a default under, result in the acceleration of or give any Person the right to accelerate the maturity or performance of, or to cancel, terminate, modify or exercise any remedy under, any Contract to which the Buyer is a party or by which the Buyer is bound or the performance of which is guaranteed by the Buyer.  The Buyer is not required to notify, make any filing with, or obtain any Consent of any Person in order to perform the Transactions.

5.3   Capitalization .  The authorized capital stock of the Buyer is as follows:

All of the outstanding capital stock of the Company has been duly authorized and is validly issued, fully paid and nonassessable.  Other than as set forth in the Company's public filings, there are no outstanding securities convertible or exchangeable into capital stock of the Company   or any options, warrants, purchase rights, subscription rights, preemptive rights, conversion rights, exchange rights, calls, puts, rights of first refusal or other Contracts that could require the Company   to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem capital stock of the Company.  There are no outstanding stock appreciation, phantom stock, profit participation or similar rights with respect to the Company.

5.4   Alpine 4 Stock .  The Common Shares and the Conversion Shares will be duly authorized and validly issued and, upon the issuance of the Common Shares and the Conversion Shares as set forth in Section 2.2, will be fully paid, nonassessable and free of any restrictions.  Except as communicated to Seller, Buyer has filed in a timely manner all forms, reports and documents required to be filed by it with the SEC, all of which have complied as of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date hereof, the date of the last such amendment or superseding filing, in all material respects with all applicable requirements of the Securities Act and the Exchange Act.  None of the forms, reports or documents filed by the Buyer with the SEC, including any financial statements or schedules included or incorporated by reference therein, at the time filed (and, in the case of a registration statement, as of its effective date) or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of the last such amendment or superseding filing, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.  The financial statements filed in connection with reports and documents required to be filed by Buyer with the SEC present fairly the financial condition and results of operations of Buyer and Buyer is not aware of any shortcomings in any forms, reports or documents filed by the Buyer with the SEC, including any financial statements or schedules included or incorporated by reference therein.

5.5   No Undisclosed Liabilities .  The Buyer has not incurred any Liability (and no basis exists for any Liability), except for (a) Liabilities to the extent reflected or reserved against on Buyer's last balance sheet filed with the SEC and publicly available, and (b) current Liabilities incurred in the Ordinary Course of Business since the Buyer's last financial statements filed with the SEC and publicly available (none of which results from, arises out of, relates to, is in the nature of, or was caused by any breach of Contract, breach of warranty, tort, infringement or violation of Law).

5.6                  Legal Compliance .  The Buyer is, and since Buyer's last financial statements filed with the SEC and publicly available has been, in compliance in all material respects with all applicable Laws and Permits.  No Proceeding is pending, nor since such time of Buyer's last financial statements filed and publicly available, has been filed or commenced, against the Buyer alleging any failure to comply with any applicable Law or Permit.  No event has occurred or circumstance exists that (with or without notice or lapse of time) may constitute or result in a violation by the Buyer of any Law or Permit.  The Buyer has not received any notice or other communication from any Person regarding any actual, alleged or potential violation by the Buyer of any Law or Permit or any cancellation, termination or failure to renew any Permit held by the Buyer.

 

5.7   Litigation .  There is no Proceeding pending or, to the Knowledge of the Buyer, threatened or anticipated against the Buyer relating to, affecting, or otherwise delaying, interfering or preventing the Transactions or materially impacting the Buyer or the Buyer's financial condition or operations.  To the Buyer's Knowledge, no event has occurred or circumstance exists that would reasonably be expected to give rise to or serve as a basis for the commencement of any such Proceeding in which the anticipated liability exposure would be expected to exceed $100,000.  There is no outstanding Order to which the Buyer   is subject.

5.8   Absence of Certain Changes .  Since September 30, 2016, there has not been any Buyer Material Adverse Effect and no event has occurred or circumstance exists that reasonably could result in any such Material Adverse Effect.

5.9                  No Brokers' or Finders' Fees .  The Buyer has no Liability for any fee, commission or payment to any broker, finder or agent with respect to the Transactions for which the Seller could be liable. The Buyer has not retained, employed or used any broker or finder in connection with purchase of the Units from the Seller

 

5.10   Investment Intent .  The Buyer is acquiring the Units purchased hereunder for its own account and not with a view to distribution of such Units in violation of the Securities Act.

ARTICLE VI
CLOSING CONDITIONS

6.1   Conditions to the Buyer's Obligations .  The Buyer's obligation to perform the Transactions contemplated to be performed on or before the Closing Date is subject to satisfaction, or written waiver by the Buyer, of each of the following conditions:

(a)    (i)   all of the representations and warranties of the Company and the Seller in this Agreement must have been accurate in all material respects as of the date hereof and must be accurate in all material respects as if made on the Closing Date, except in each case to the extent any such representation or warranty is made as of an earlier specific date, in which case such representation or warranty must have been and must be accurate in all respects as of such date, and (ii) the Company and the Seller must have performed and complied with all of their respective covenants and agreements in this Agreement to be performed prior to or at the Closing.

(b)   each of the following documents must have been delivered to the Buyer and dated as of the Closing Date (unless otherwise indicated):

(i)	Certificates representing all of the Horizon Well Testing, L.L.C. Units, free and clear of any Encumbrances, accompanied by duly executed stock powers, in form and substance reasonably satisfactory to the Buyer;

(ii)	The minute books and Membership ownership records of the Company;

(iii)

The Consulting Agreement, executed by Mr. Alan Martin;

(iv)	The Security Agreement, executed by the Company;

(v)

A certificate of the secretary of the Company, in form and substance reasonably satisfactory to the Buyer, certifying that with respect to it (A) attached thereto are a true, correct and complete copy of (1) its articles or certificate of organization certified as of a recent date by the Secretary of State of its state of organization and its operating agreement, (2) to the extent applicable, resolutions duly adopted by its manager and members authorizing the performance of the Transactions and the execution and delivery of the Transaction Documents to which it is a party and (3) a certificate of existence or good standing as of a recent date of it from its state of organization and a certificate of existence or good standing as of a recent date of it from each state in which the failure to be duly qualified would constitute a Material Adverse Effect;

(vi)	a certificate of Seller' non-foreign status as set forth in Treasury Regulation Section 1.1445-2(b);

(vii)

Proof of ownership of all real property owned by the Company, consisting either of copies of titles to the property, title policies for the applicable property, or other instruments evidencing title to the real property acceptable to Buyer; and

(viii)

such other documents as the Buyer and Seller reasonably agree are necessary for the purpose of (A) evidencing the accuracy of Seller' and the Company's representations and warranties, (B) evidencing Seller' and the Company's performance of, and compliance with, any covenant or agreement required to be performed or complied with by Seller and the Company, or (C) evidencing the satisfaction of any condition referred to in this Section 6.1.

(c)   there must not be any Proceeding pending or threatened against the Buyer or any of its Affiliates that (i) challenges or seeks damages or other relief in connection with any of the Transactions or (ii) may have the effect of preventing, delaying, making illegal or interfering with any of the Transactions;

(d)   the Board of Directors of the Buyer shall have approved the Transactions;

(e)   each of the Company and Seller shall have used commercially reasonable efforts to preserve intact the Business and their relationships with the Company's employees, customers, agents and all other Persons reasonably related to the Business in a manner consistent with past practices or in the Ordinary Course of Business;

(f)   the performance of the Transactions must not, directly or indirectly, with or without notice or lapse of time, violate any Law that has been adopted or issued, or has otherwise become effective, since the date hereof;

(g)   all Indebtedness owed to the Company by Seller or any Related Person of the Seller must have been paid in full by such Person;

(h)   the Working Capital of the Company at the Closing Date (defined as Cash and Accounts Receivable, as of the Closing Date, Accounts Payable and Accrued Payroll, as of the Closing Date, and Inventory, as of the Closing Date) shall be equal to or greater than $800,000 or the Seller shall pay to the Company (or deduct from the Cash Consideration) the difference;

(i)   the Company shall have a cash balance in its bank account of $200,000 at the time of the Closing, and there shall be no other material adverse change to the Company's working capital, from what is reflected in the Company's unaudited balance sheet dated September 30, 2016;

(j)   Seller and/or the Company shall have paid off in full all of the Company's liabilities owing as of the Closing Date except that the Company may have Accounts Payable outstanding as of the Closing Date not to exceed $15,000; and

(k)   the Company or the Seller shall have filed the tax returns for the Company for the year ended December 31, 2015, and shall have paid all taxes due prior to closing.

6.2   Conditions to the Seller' Obligations .  The Seller' obligations to perform the Transactions contemplated to be performed on or before the Closing Date are subject to satisfaction, or written waiver by the Seller, of the following conditions:

(a)   all of the representations and warranties of the Buyer in this Agreement must have been accurate in all material respects as of the date hereof and must be accurate in all material respects as if made on the Closing Date, and (ii) the Buyer must have performed and complied with all of its covenants and agreements in this Agreement to be performed prior to or at the Closing.

(b)   each of the following documents must have been delivered to the Seller:

(i)	The Cash Consideration;

(ii)	The Options;

(iii)

The Note constituting the Convertible Promissory Note Consideration;

(iv)	The Consulting Agreements, executed by the Company, as applicable and

(c)   the sale of the Units by the Seller to the Buyer will not violate any Law that has been adopted or issued, or has otherwise become effective, since the date hereof.

ARTICLE VII
POST-CLOSING COVENANTS

The Parties agree as follows with respect to the period following the Closing:

7.1   Litigation Support .  If any Party is evaluating, pursuing, contesting or defending against any Proceeding in connection with (a) any Transaction or (b) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Company, then upon the request of such Party each other Party will cooperate with the requesting Party and its counsel in the evaluation, pursuit, contest or defense, make available its personnel, and be available for testimony and provide access to its books and records as may be necessary in connection therewith, except to the extent the other Party is adversarial to the requesting Party in that Proceeding or any related Proceeding. The requesting Party will reimburse each other Party for its out-of-pocket expenses related to such cooperation (unless the requesting Party is entitled to indemnification therefor under Section 8.1 without regard to Section 8.4).

7.2   Transition .  Seller will not take any affirmative action that is designed or intended to have the effect of discouraging any lessor, lessee, employee, Governmental Body, licensor, licensee, customer, supplier or other business associate of any the Company   from maintaining the same relationships with the Company   after the Closing as it maintained prior to the Closing.

7.3   Confidentiality .  Until January 1, 2020, Seller will, and will cause its Affiliates and Representatives to, maintain the confidentiality of the Confidential Information at all times, and will not, directly or indirectly, use any Confidential Information for its own benefit or for the benefit of any other Person or reveal or disclose any Confidential Information to any Person other than authorized Representatives of the Buyer and the Company, except in connection with this Agreement or with the prior written consent of the Buyer.  The covenants in this Section 7.3 will not apply to Confidential Information that (a) is or becomes available to the general public through no breach of this Agreement by a Seller or its Affiliates or Representatives or, to the Knowledge of Seller, breach by any other Person of a duty of confidentiality to the Buyer or (b)  Seller is required to disclose by applicable Law; provided , however , that Seller will notify the Buyer in writing of such required disclosure as much in advance as practicable in the circumstances and cooperate with the Buyer to limit the scope of such disclosure.  At any time that the Buyer may request, Seller will, and will cause its Affiliates and Representatives to, turn over or return to the Buyer all Confidential Information in any form (including all copies and reproductions thereof) in its possession or control.

7.4   Consulting Agreement .  Seller expressly understand, acknowledge, and agree that the entry by Alan Martin into the Consulting Agreement with the Buyer and the Company, and his continued service with the Company during the term of the Consulting Agreement, were an integral part of the transaction contemplated by this Agreement.  As such, Seller and Buyer agree to work together to negotiate the terms of the Consulting Agreement, to memorialize these understandings.

7.5   Master Services Commission Agreement .  Buyer and Seller expressly understand, acknowledge, and agree that the entry by Alan Martin and the Company into the Master Services Commission Agreement, which permits the Seller to continue to work under the auspices of the Company's Master Services Agreements, solely in connection with the Seller's pipeline company, and not in competition with the Company, was an integral part of the transaction contemplated by this Agreement.  As such, Seller and Buyer agree to work together to negotiate the terms of the Master Services Commission Agreement, to memorialize these understandings.

7.6   Compliance with Laws .  The Buyer will remain in compliance in all material respects with all applicable Laws and Permits, including continuing to comply with all securities laws and the SEC's reporting requirements.

ARTICLE VIII 

INDEMNIFICATION

 

8.1   Indemnification by the Seller . After the Closing and subject to the terms and conditions of this Article VIII:

(a)   The Seller will indemnify and hold harmless the Buyer and the Company   (collectively, " Buyer Indemnitees ") from, and pay and reimburse each Buyer Indemnitee for, all Losses directly or indirectly relating to or arising from: (i) any breach or inaccuracy, or any allegation of any third party that, if true, would be a breach or inaccuracy, of any representation or warranty made by the Seller in Article III; or (ii) any breach of any covenant or agreement, or any representation or warranty, of the Seller in this Agreement.

(b)   The Seller will indemnify and hold harmless each Buyer Indemnitee from, and pay and reimburse each Buyer Indemnitee for, all Losses, directly or indirectly, relating to or arising from: (i) any breach or inaccuracy, or any allegation of any third party that, if true, would be a breach or inaccuracy, of any representation or warranty made by the Seller, or the Company in this Agreement (other than in Article III); (ii) any breach of any covenant or agreement, or any representation or warranty, of the Company in this Agreement; (iii) all Liabilities of, or arising from the conduct of, the Company existing at the Closing, or arising out of events or circumstances occurring prior to the Closing which have not been disclosed in writing to the Buyer prior to Closing; or (iv)  any matter set forth on Schedule 8.1.

(c)   The amount of indemnification to be paid by the Seller to the Buyer or the Buyer Indemnitees pursuant to this Section 8.1 shall not exceed the amount of the Purchase Price paid to the Seller through the date of the claim for which such indemnification is paid (the ' Indemnification Cap ").

8.2   Indemnification by the Buyer .  After the Closing, subject to the terms and conditions of this Article VIII, the Buyer will indemnify and hold harmless the Seller from, and pay and reimburse the Seller for, all Losses, directly or indirectly, relating to or arising from:  (a) any breach or inaccuracy, or any allegation of any third party that, if true, would be a breach or inaccuracy, of any representation or warranty made by the Buyer in this Agreement; (b) any breach of any covenant or agreement of the Buyer in this Agreement; (c) any claim by the Buyer Indemnitees or any Person claiming through or on behalf of the Buyer Indemnitees arising out of or relating to any act or omission by the Seller or any other Person in reliance upon instructions from or notices given by the Buyer or any other Buyer Indemnitees, or (d) all Liabilities of, or arising from the conduct of, the Company which arise following the Closing, or which arise out of or are in connection with the operation or conduct of the Company occurring following the Closing.

8.3   Survival and Time Limitations .  All representations, warranties, covenants and agreements of the Buyer, Company and the Seller in this Agreement or any other certificate or document delivered pursuant to this Agreement will survive the Closing. The Seller will have no Liability with respect to any claim for any breach or inaccuracy of any representation or warranty in this Agreement or any other certificate or document delivered pursuant to this Agreement unless the Buyer notifies the Seller of such a claim on or before twelve months following the Closing.

8.4   Limitations on Indemnification by the Seller .  The Seller will have no Liability with respect to the matters described in Section 8.1(b)(i) until the total of all Losses with respect to such matters exceeds $10,000  (the " Basket "), at which point the Seller will be obligated to indemnify for only Losses exceeding the Basket, subject to the Indemnification Cap set forth in Section 8.1 above.  The Basket limitation set forth in this Section 8.4 will not apply to any fraudulent or intentional breach of any representation or warranty.

8.5   Claims Against the Company .  Following the Closing, Seller may not assert, directly or indirectly, and hereby waives, any claim, whether for indemnification, contribution, subrogation or otherwise, against the Company   with respect to any act, omission, condition or event occurring or existing prior to or on the Closing Date or any obligation of the Seller under Section 8.1.  Seller agrees not to make, directly or indirectly, and hereby waives, any claim for indemnification against the Company   by reason of the fact that Seller was a member, manager, officer, employee or agent of the Company   or was serving at the request of the Company   as a partner, trustee, director, officer, employee or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, Losses, expenses or otherwise and whether such claim is pursuant to any Law, Organizational Document, Contract or otherwise) with respect to any Proceeding brought by the Buyer or the Company   against the Seller or any Affiliate thereof (whether such Proceeding is pursuant to this Agreement or otherwise).

8.6   Third-Party Claims .

(a)   If a third party commences or threatens a Proceeding (a " Third-Party Claim ") against any Person (the " Indemnified Party ") with respect to any matter that the Indemnified Party might make a claim for indemnification against any Party (the " Indemnifying Party ") under this Article VIII, then the Indemnified Party must notify the Indemnifying Party (or the Seller, in the case of the Seller) thereof in writing of the existence of such Third-Party Claim and must deliver copies of any documents served on the Indemnified Party with respect to the Third-Party Claim; provided , however , that any failure to notify the Indemnifying Party or deliver copies will not relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is materially prejudiced by such failure.

(b)   Upon receipt of the notice described in Section 8.6(a), the Indemnifying Party will have the right to defend the Indemnified Party against the Third-Party Claim with counsel reasonably satisfactory to the Indemnified Party so long as (i) within ten days after receipt of such notice, the Indemnifying Party notifies the Indemnified Party in writing that the Indemnifying Party will, subject to the limitations of Section 8.4, indemnify the Indemnified Party from and against any Losses the Indemnified Party may incur relating to or arising out of the Third-Party Claim, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third-Party Claim and fulfill its indemnification obligations hereunder, (iii) the Indemnifying Party is not a party to the Proceeding or the Indemnified Party has determined in good faith that there would be no conflict of interest or other inappropriate matter associated with joint representation, (iv) the Third-Party Claim does not involve, and is not likely to involve, any claim by any Governmental Body, (v) the Third-Party Claim involves only money damages and does not seek an injunction or other equitable relief, (vi) settlement of, or an adverse judgment with respect to, the Third-Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, (vii) the Indemnifying Party conducts the defense of the Third-Party Claim actively and diligently and (viii) the Indemnifying Party keeps the Indemnified Party apprised of all developments, including settlement offers, with respect to the Third-Party Claim and permits the Indemnified Party to participate in the defense of the Third-Party Claim.

(c)   So long as the Indemnifying Party is conducting the defense of the Third-Party Claim in accordance with Section 8.6(b), (i) the Indemnifying Party will not be responsible for any attorneys' fees incurred by the Indemnified Party regarding the Third-Party Claim (other than attorneys' fees incurred prior to the Indemnifying Party's assumption of the defense pursuant to Section 8.6(b)) and (ii) neither the Indemnified Party nor the Indemnifying Party will consent to the entry of any judgment or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the other party, which consent will not be withheld unreasonably.  If the Indemnified Party desires to consent to the entry of judgment with respect to or settle a Third-Party Claim but the Indemnifying Party refuses, then the Indemnifying Party will be responsible for all Losses with respect to such Third-Party Claim, without giving effect to the Basket or the Cap.

(d)   If any condition in Section 8.6(b) is or becomes unsatisfied, (i) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third-Party Claim in any manner it may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, the Indemnifying Party in connection therewith), (ii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically (but no less often than monthly) for the costs of defending against the Third-Party Claim, including attorneys' fees and expenses, and (iii) the Indemnifying Party will remain responsible for any Losses the Indemnified Party may incur relating to or arising out of the Third-Party Claim to the fullest extent provided in this Article VIII.

8.7   Other Indemnification Matters .  Any claim for indemnification under this Article VIII must be asserted by providing written notice to the Seller (or the Buyer, in the case of a claim by the Seller) specifying the factual basis of the claim in reasonable detail to the extent then known by the Person asserting the claim.  THE INDEMNIFICATION PROVISIONS IN THIS ARTICLE VIII WILL BE ENFORCEABLE REGARDLESS OF WHETHER ANY PERSON ALLEGES OR PROVES THE SOLE, CONCURRENT, CONTRIBUTORY OR COMPARATIVE NEGLIGENCE OF THE PERSON SEEKING INDEMNIFICATION OR ITS AFFILIATES, OR THE SOLE OR CONCURRENT STRICT LIABILITY IMPOSED ON THE PERSON SEEKING INDEMNIFICATION OR ITS AFFILIATES .  The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or agreement, will not affect the right to indemnification, payment of damages, or other remedy based on any such representation, warranty, covenant or agreement.

8.8   Exclusive Remedy .  After the Closing, this Article VIII will provide the exclusive legal remedy for the matters covered by this Article VIII, except for claims based upon fraud or as contemplated in Section 7.4.  This Article VIII will not affect any remedy any Party may have under this Agreement prior to the Closing or upon termination of this Agreement or any equitable remedy available to any Party.

ARTICLE IX
TAX MATTERS

The following provisions will govern the allocation of responsibility as between the Buyer and the Seller for certain Tax matters following the Closing Date:

9.1   Tax Indemnification .

(a)   The Seller shall pay and reimburse (to the extent not already paid) and indemnify the Company, the Buyer and its Affiliates and hold them harmless from and against Losses resulting from or attributable to (i) all Taxes (or the non‑payment thereof) of the Company for all Taxable periods ending on or before December 31, 2015 (the " Prior Tax Period "), and (ii) any and all Taxes of any Person imposed on the Company as a transferee or successor, by Contract or pursuant to any law, rule, or regulation relating to the Prior Tax Period.  The indemnification under this Section 9.1 shall be subject to the indemnification deductible and Basket limit set forth in Section 8.4 .  As noted in Section 6.1(k), Seller and the Company are required to file the tax returns for the Company for the year ended December 31, 2015, and pay any taxes owing, if he has not already done so.  The Seller shall pay the Buyer, or the Company at the Buyer's instruction, for any additional Taxes that are the responsibility of the Seller pursuant to this Section 9.1 at least 5 days prior to payment of such amounts by the Buyer or the Company.  To the extent it is commercially and legally reasonable to do so, the Buyer agrees that in exercising any discretionary powers under this Section 9.1 it will do so in a manner that does not materially prejudice the Seller from a tax perspective.

(b)   Buyer and the Company agree to pay, reimburse, and indemnify the Seller and hold them harmless from and against Losses resulting from or attributable to all Taxes (or the non‑payment thereof) of the Company for all Taxable periods commencing on or after January 1, 2017.

9.2   Reserved.

9.3   Tax Periods Beginning Before and Ending After the Closing Date .  The Buyer will prepare and file, or cause to be prepared and filed, any Tax Returns for the Company for tax periods beginning before and ending after the Closing Date.  The Buyer will permit the Seller to review and comment on each such Tax Return described in the preceding sentence prior to filing.  The Seller will pay, reimburse and indemnify the Buyer and Company for Taxes on such Tax Returns related to the operations or ownership of the Company prior to the Closing. In the case of any Taxable period that includes (but does not end on) the Closing Date (a " Straddle Period "), the amount of any Taxes based on or measured by income or receipts of the Company for the Pre-Closing Date Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date and the amount of other Taxes of the Company which relate to the Pre-Closing Date Tax Period shall be deemed to be the amount of such Tax for the entire Taxable period multiplied by a fraction the numerator of which is the number of days in the Taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.

9.4   Cooperation on Tax Matters .  The Buyer, the Company and the Seller will cooperate fully, as and to the extent reasonably requested by the other Party or Parties, in connection with the filing and preparation of Tax Returns pursuant to this Article IX and any Proceeding related thereto.  Such cooperation will include the retention and (upon any other Party's request) the provision of records and information that are reasonably relevant to any such Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder.  The Buyer and the Seller agree that the Company will retain all books and records with respect to Tax matters pertinent to such Company relating to any Taxable period beginning before the Closing Date until the expiration of the statute or period of limitations of the respective Taxable periods.

9.5   Certain Transfer Taxes .  All transfer, documentary, sales, use, stamp, registration and other such Taxes and fees, including any penalties and interest thereon (collectively, the " Transfer Taxes "), incurred in connection with this Agreement or the Transactions will be paid by the Seller when due, and the Seller will, at their own expense, file all necessary Tax Returns and other documentation with respect to all such Transfer Taxes, and if required by applicable Law, the Buyer will, and will cause its Affiliates to, join in the execution of any such Tax Returns and other documentation.

ARTICLE X
MISCELLANEOUS

10.1   No Third-Party Beneficiaries .  This Agreement does not confer any rights or remedies upon any Person (including any employee of the Company) other than the Parties, their respective successors and permitted assigns and, as expressly set forth in this Agreement, any Indemnified Party.

10.2   Entire Agreement .  The Transaction Documents constitute the entire agreement among the Parties with respect to the subject matter of the Transaction Documents and supersede all prior agreements (whether written or oral and whether express or implied) among any Parties to the extent related to the subject matter of the Transaction Documents (including any letter of intent or confidentiality agreement).

10.3   Successors and Assigns .  This Agreement will be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.  Seller may not assign, delegate or otherwise transfer (whether by operation of law or otherwise) any of Seller' rights, interests or obligations in this Agreement without the prior written approval of the Buyer.  The Buyer may assign any or all of its rights or interests, or delegate any or all of its obligations, in this Agreement to (a) any successor to the Buyer, any successor to the Company, or any acquirer of a material portion of the businesses or assets of the Buyer or the Company, (b) one or more of the Buyer's Affiliates, or (c) any lender to the Buyer or the Company as security for obligations to such lender.

10.4   Counterparts .  This Agreement may be executed by the Parties in multiple counterparts and shall be effective as of the date set forth above when each Party shall have executed and delivered a counterpart hereof, whether or not the same counterpart is executed and delivered by each Party.  When so executed and delivered, each such counterpart shall be deemed an original and all such counterparts shall be deemed one and the same document.  Transmission of images of signed signature pages by facsimile, e-mail or other electronic means shall have the same effect as the delivery of manually signed documents in person.

10.5   Notices .  Any notice pursuant to this Agreement must be in writing and will be deemed effectively given to another Party on the earliest of the date (a) three Business Days after such notice is sent by registered U.S. mail, return receipt requested, (b) one Business Day after receipt of confirmation if such notice is sent by facsimile, (c) one Business Day after delivery of such notice into the custody and control of an overnight courier service for next day delivery, (d) one Business Day after delivery of such notice in person and (e) such notice is received by that Party; in each case to the appropriate address below (or to such other address as a Party may designate by notice to the other Parties):

If to the Seller (or to the Company prior to the Closing):

Alan Martin

2011 Ten Springs

McAlester, OK 74501

With a copy (which shall not constitute notice) to:

Brett D. Cable

Cable Law, pllc

438 E. Carl Albert Pkwy

McAlester, OK 74501

If to the Buyer:

Alpine 4 Technologies, Ltd

4742 N 24 ^th St Suite 300

Phoenix, AZ 85016

Phone:  855-777-0077 ext 801

Attn:  Kent Wilson, CEO

with a copy (which shall not constitute notice) to:

Kirton McConkie PC

50 E. South Temple, Suite 400

Salt Lake City, Utah 84111

Fax:  (801) 212-2187

Phone:  (801) 328-3600

Attn:  C. Parkinson Lloyd, Esq.

10.6   Jurisdiction; Service of Process .  EACH PARTY (A) CONSENTS TO THE PERSONAL JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED IN MARICOPA COUNTY, ARIZONA (AND ANY CORRESPONDING APPELLATE COURT) IN ANY PROCEEDING ARISING OUT OF OR RELATING TO ANY TRANSACTION DOCUMENT (UNLESS OTHERWISE STATED TO THE CONTRARY IN ANY TRANSACTION DOCUMENT), (B) WAIVES ANY VENUE OR INCONVENIENT FORUM DEFENSE TO ANY PROCEEDING MAINTAINED IN SUCH COURTS AND (C) EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, AGREES NOT TO INITIATE ANY PROCEEDING ARISING OUT OF OR RELATING TO ANY TRANSACTION DOCUMENT (UNLESS OTHERWISE STATED TO THE CONTRARY IN ANY TRANSACTION DOCUMENT) IN ANY OTHER COURT OR FORUM. PROCESS IN ANY SUCH PROCEEDING MAY BE SERVED ON ANY PARTY ANYWHERE IN THE WORLD.

10.7   Venue .

ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY MAY BE INSTITUTED IN THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA OR THE COURTS OF THE STATE OF ARIZONA IN EACH CASE LOCATED IN THE COUNTY OF MARICOPA, ARIZONA, AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

10.8   Governing Law .  This Agreement and all other Transaction Documents (unless otherwise stated therein) will be governed by the laws of the State of Arizona without giving effect to any choice or conflict of law principles of any jurisdiction.

10.9   Amendments and Waivers .  No amendment of any provision of this Agreement will be valid unless the amendment is in writing and signed by the Buyer and the Seller.  No waiver of any provision of this Agreement will be valid unless the waiver is in writing and signed by the waiving Party.  The failure of a Party at any time to require performance of any provision of this Agreement will not affect such Party's rights at a later time to enforce such provision.  No waiver by any Party of any breach of this Agreement will be deemed to extend to any other breach hereunder or affect in any way any rights arising by virtue of any other breach.

10.10   Severability .  Any provision of this Agreement that is determined by any court of competent jurisdiction to be invalid or unenforceable will not affect the validity or enforceability of any other provision hereof or the invalid or unenforceable provision in any other situation or in any other jurisdiction. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

10.11   Expenses .  The Company will bear all expenses incurred by the Company   or any Representative of the Company   in connection with the Transactions contemplated to be performed before or on the Closing Date and such expenses will have been paid or accrued by the Company prior to the Closing Date.  The Seller will bear all expenses incurred by the Seller or any of their Representatives in connection with the Transactions contemplated to be performed before or on the Closing Date.  Except as otherwise expressly provided in this Agreement, the Buyer will bear all expenses incurred by the Buyer or any of its Representatives in connection with the Transactions contemplated to be performed on or before the Closing Date.  In the event of termination of this Agreement, the obligation of each Party to pay its own expenses will be subject to any rights of such Party arising from a breach of this Agreement by another Party.

10.12   Construction .  The article and section headings in this Agreement are inserted for convenience only and are not intended to affect the interpretation of this Agreement.  Any reference in this Agreement to any Article or Section refers to the corresponding Article or Section of this Agreement.  Any reference in this Agreement to any Schedule or Exhibit refers to the corresponding Schedule or Exhibit attached to this Agreement and all such Schedules and Exhibits are incorporated herein by reference.  The word "including" in this Agreement means "including without limitation."  This Agreement will be construed as if drafted jointly by the Parties and no presumption or burden of proof will arise favoring or disfavoring any Party by virtue of the authorship of any provision in this Agreement.  Unless the context requires otherwise, any reference to any Law will be deemed also to refer to all amendments and successor provisions thereto and all rules and regulations promulgated thereunder, in each case as in effect as of the date hereof and the Closing Date.  All accounting terms not specifically defined in this Agreement will be construed in accordance with GAAP as in effect on the date hereof (unless another effective date is specified herein).  The word "or" in this Agreement is disjunctive but not necessarily exclusive.  All words in this Agreement will be construed to be of such gender or number as the circumstances require.  References in this Agreement to time periods in terms of a certain number of days mean calendar days unless expressly stated herein to be Business Days.  In interpreting and enforcing this Agreement, each representation and warranty will be given independent significance of fact and will not be deemed superseded or modified by any other such representation or warranty.

10.13   Specific Performance .  Each Party acknowledges that the other Parties would be damaged irreparably and would have no adequate remedy of law if any provision of this Agreement is not performed in accordance with its specific terms or otherwise is breached.  Accordingly, each Party agrees that the other Parties will be entitled to an injunction to prevent any breach of any provision of this Agreement and to enforce specifically any provision of this Agreement, in addition to any other remedy to which they may be entitled and without having to prove the inadequacy of any other remedy they may have at law or in equity and without being required to post bond or other security.

10.14   Further Assurances .  Each Party agrees to furnish upon request to any other Party such further information, to execute and deliver to any other Party such other documents, and to do such other acts and things, all as any other Party may reasonably request for the purpose of carrying out the intent of the Transaction Documents.

10.15   Public Announcement .  Because the Buyer is a publicly reporting company, Seller agrees that upon closing, Buyer shall have the right to make such announcement, and provide such details about the purchase of the Units by the Buyer from the Seller as Buyer deems appropriate, provided that Buyer show Seller such announcement prior to making such.  Seller further agrees that it shall not make any other announcement of this Agreement or the transaction contemplated hereby or by the Transaction Documents without the prior approval of the Buyer.

10.16   Attorneys' Fees.  The prevailing party(ies) in any litigation, arbitration, bankruptcy, insolvency or other proceeding ("Proceeding") relating to the enforcement or interpretation of this Agreement may recover from the unsuccessful party(ies) all costs, expenses, and actual attorney's fees (including expert witness and other consultants' fees and costs) relating to or arising out of (a) the Proceeding (whether or not the Proceeding proceeds to judgment), and (b) any post-judgment or post-award proceeding including one to enforce or collect any judgment or award resulting from the Proceeding.  All such judgments and awards shall contain a specific provision for the recovery of all such subsequently incurred costs, expenses, and actual attorney's fees.

[Signature page follows.]

The Parties have executed and delivered this Securities Purchase Agreement as of the date first written above.

 

"Buyer":

ALPINE 4 TECHNOLOGIES, LTD

By: /s/ Kent Wilson
Name: Kent B. Wilson
Title:   Chief Executive Officer

"Seller":

Mr. Alan Martin

Prior to the Closing, Mr. Martin was the   /s/ Alan Martin  

owner of record of the following number

of Units of the Company:

100 shares of Horizon Well Testing, L.L.C.

Wire Information for Mr. Martin:

Name: _________________________________
Bank:  _________________________________
Account:  
Routing:  

  "Company":

Horizon Well Testing, L.L.C.

By: /s/ Alan Martin  
Name:   Mr. Alan Martin  
Title:  

By:   .
Name:  
Title: ________

EXHIBIT A

CONSULTING AGREEMENT

EXHIBIT B

SECURED CONVERTIBLE PROMISSORY NOTE

EXHIBIT C

ASSET LIST

Real Estate

3635 e us hwy, McAlester OK 74501

27274 CR 460, Alva, OK 73717

Flatbed Trailers

Note: Items in RED have been disposed of and are included for information on historical depreciation.

 

 

Exhibit 99.2

---

THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS.  THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.  INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.  THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

SECURED CONVERTIBLE PROMISSORY NOTE

U.S. $1,500,000 November 30, 2016

FOR VALUE RECEIVED, the undersigned, Alpine 4 Technologies Ltd. ( "Maker") promise to pay to Alan Martin, an individual residing at 2011 Ten Springs, McAlester, OK 74501, (the "Holder"), or his order, or such other place as Holder may designate in writing, in lawful money of the United States of America, the original aggregate principal sum of One Million Five Hundred Thousand Dollars ($1,500,000), together with interest at the rate of five percent (5.0%) per annum, which amounts shall be due in accordance with the following provisions of this Promissory Note (the "Note").

This Note has been executed and delivered pursuant to and in accordance with the terms and conditions of the Securities Purchase Agreement (the "Purchase Agreement"), of even or near date herewith, as well as a Security Agreement (the "Security Agreement") of even or near date herewith, by and among Maker, the Holder, and Horizon Well Testing, Inc. ("Horizon") and is subject to the terms and conditions of the Purchase Agreement, which are, by this reference, incorporated herein and made a part hereof. Capitalized terms used in this Note without definition shall have the respective meanings set forth in the Purchase Agreement.

1.   Term .  The term of this Note shall be for Eighteen (18) Months from the date of the Note.

2.   Payments .

a.	Monthly Payments. No monthly payments are required.

b.	Balloon Payment .  All remaining unpaid principal and interest will be payable in full on the date which is the 18 month anniversary of the date of this Note (the "Maturity Date").

3.   Conversion .

a.

Holder Conversion Rights . Commencing any time after the issuance of the Note, the Holder may elect to convert all or part of the unpaid principal amount of this Note and any unpaid interest accrued thereon (the sum of such principal and accrued interest being hereinafter collectively referred to as the " Conversion Amount "), into shares of the Company's Class A Common Stock.  The conversion price (the " Conversion Price ") shall be equal to $8.50 per share , adjusted as necessary for stock splits, reverse splits, or other divisions or combinations of the Common Stock.  The number of shares of Class A Common Stock into which this Note shall be convertible shall be determined by dividing (i) the Conversion Amount by (ii) the Conversion Price.  For the purposes of this Section 2(A), conversion shall be deemed to occur on the date that the Company receives an executed copy of the Notice of Conversion attached hereto as Exhibit A .  Any failure by the Holder to provide such notice shall be deemed to be an election not to convert any portion of the Holder's Outstanding Balance.

b.

Surrender of Note .  Upon conversion of all or a portion of this Note into Common Stock as provided in this Section 3, the Holder shall surrender this Note at the offices of the Company at 4742 N. 24th Street Suite 300, Phoenix, Arizona 85016 and the Company shall, at its expense, deliver to the Holder as soon as practicable a certificate representing the number of shares of Common Stock provided in Section 3(a).  The Company will place on each certificate a legend substantially the same as that appearing on this Note, in addition to any legend required by any applicable state or federal law.  Irrespective of the date of issuance and delivery of any certificates with respect thereto, shares of Common Stock purchased by conversion under this Section 3 shall be, and be deemed to be, issued to the Holder as the record owner of such shares as of the close of business on the deemed date of conversion as provided in Section 3(a).

c.

No Fractional Shares .  No fractional shares or scrip representing fractional shares shall be issued upon the conversion of this Note.  With respect to any fraction of a share called for upon the conversion exercise of this Note, an amount equal to such fraction multiplied by the Conversion Price shall be paid in cash to the Holder.

d.	General .  The foregoing conversion rights are subject in all respects to compliance by the Company with all applicable laws, rules and regulations.

4.   Adjustments .  Subject and pursuant to the provisions of this Section 4, the Conversion Price shall be subject to adjustment from time to time as set forth hereinafter.

a.

If the Company shall, at any time or from time to time while this Note is outstanding, subdivide its outstanding shares of Common Stock into a greater number of shares or combine its outstanding shares of Common Stock into a smaller number of shares or issue by reclassification of its outstanding shares of Common Stock any shares of its capital stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), then the Conversion Price in effect immediately prior to the date on which such change shall become effective shall be adjusted by multiplying such Conversion Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such change and the denominator of which shall be the number of shares of Common Stock outstanding immediately after giving effect to such change.  Such adjustments shall be made successively whenever any event listed above shall occur.

b.	An adjustment to the Conversion Price shall become effective immediately after the payment date in the case of each dividend or distribution and immediately after the effective date of each other event which requires an adjustment.

5.   Security .  This Note is secured, with a subordinated security interest, by the obligations due pursuant to and under the Security Agreement dated even or near date herewith.

6.   Prepayment .  Maker shall have the right to prepay the indebtedness, in full or in part and without penalty or payment of any fee or premium, at any time prior to the Maturity Date.

7.   Late Charges; Refusal of Payments .  If any Monthly Payment provided for in this Note shall be received by Holder more than fifteen (15) days after the due date thereof, a "Late Charge" of five percent (5.0%) of the amount of such Monthly Payment shall be immediately due to Holder and shall accompany any such Monthly Payment when made.  Holder may refuse to accept any Monthly Payment which is not accompanied by the applicable Late Charge.  It is agreed that the amount of such Late Charge has been established to compensate Holder for additional costs and expenses which will be incurred by reason of a Monthly Payment not being made on time and which costs and expenses are difficult to predict or quantify. The parties agree that the amount of Late Charges, if any, are reasonable under the circumstances.

8.   Default Interest .  Upon the occurrence of an Event of Default under this Note, the entire unpaid principal balance hereof, together with accrued but unpaid interest and Late Charges shall, for all purposes, thereafter earn interest at the rate of Eight percent (8.0%) per annum (the "Default Rate") from the date of such default until the default shall have been cured to the satisfaction of Holder in its sole discretion.  In no event shall the Default Rate exceed the highest rate of interest which may be charged upon default against the obligation of Maker evidenced by this Note in accordance with the law applicable thereto.

9.   No Right of Setoff .  Except as provided in the Purchase Agreement, Maker shall have no right to set off, offset or deduct any amount otherwise due, payable or owing under or pursuant to this Note.

10.   Place of Payment .  Unless until otherwise revised in writing, all Payments required to be made under this Note shall be made payable to Alan Martin with an address of, 2011 Ten Springs, McAlester, OK 74501.

11.   Default .  The occurrence of any one or more of the following events shall constitute an "Event of Default" under this Note:

a.   Maker shall fail to pay on or before the Maturity Date (whether due on the date provided herein or by acceleration or otherwise), all amounts due and payable under this Note, it being expressly understood that Holder shall not be required to give any notice of such nonpayment nor shall there be any time period in which to cure any such failure.

b.   There shall occur a default under the Securities Purchase Agreement or Maker shall otherwise fail to perform its obligations under the Securities Purchase Agreement.

12.   Acceleration Upon Default .  Upon the occurrence of any Event of Default under this Note, then the entire principal balance and accrued interest, irrespective of the Maturity Date specified herein, shall become immediately due and payable at the option of Holder.

13.   Assignment .  This Note is non-negotiable and may not be sold, assigned or transferred (by operation of law or otherwise) or pledged by Holder, without the prior written consent of Maker, which shall not be unreasonably withheld.

14.   Cumulative Remedies .  The rights or remedies of the Holder as provided in this Note shall be cumulative and concurrent, and may be pursued singly, successively, or together against Maker, any guarantor hereof or otherwise at the sole discretion of the Holder.  The failure to exercise any such right or remedy shall in no event be construed as a waiver or release of said rights or remedies or a waiver of the right to exercise them at any later time.

15.   Waivers and Consents .  The Maker and all endorsers, guarantors, sureties, accommodation parties hereof and all other persons liable or to become liable for all or any part of this indebtedness, jointly and severally waive diligence, presentment, protest and demand, and also notice of protest, of demand, of nonpayment, of dishonor and of maturity and also recourse to suretyship defenses generally; and they also jointly and severally hereby consent to any and all renewals, extensions or modifications of the terms hereof, including time for payment, and further agree that any such renewal, extension or modification of the terms hereof or the release or substitution of any security for the indebtedness evidenced hereby or any other indulgences shall not affect the liability of said parties for the indebtedness evidenced by this Note.

16.   Payment of Costs and Liability .  The Maker, endorsers, guarantors, sureties, accommodation parties hereof and all other persons liable or to become liable on this Note, agree jointly and severally, to pay all costs of collection, including reasonable attorneys' fees and all costs of suit and appeal (the "Costs"), in the event that (a) there shall occur an Event of Default under this Note; (b) the Holder is made party to any litigation merely because of the existence of this Note; or (c) it becomes necessary by reason of the acts or omissions of Maker for the Holder to seek the advice of counsel with respect to this Note.  Costs shall be paid whether suit be brought or not, and whether they are incurred through courts of original jurisdiction, or through a bankruptcy court or through other legal proceedings.

17.   Amendments .  This Note may not be amended, modified or changed, nor shall any waiver of any provision hereof be effective, except only by an instrument in writing and signed by the party against whom enforcement of any waiver, amendment, change, modification or discharge is sought.

18.   Joint and Several Liability .  The liability of each and every party who has signed this Note and all other parties who are or who may become liable under this Note shall be joint and several.

19.   Severability .  If any term or condition of this Note shall be held to be invalid or unenforceable, the rest of the Note shall be enforced without the invalid or the unenforceable provision.

20.   References .  Whenever used herein, the words "Maker" and "Holder" shall be deemed to include their respective heirs, devisees, personal representatives, successors and assigns.

21.   Limitation of Interest .  It is the intent of Maker and Holder in the execution of this Note to contract in strict compliance with the usury laws governing this Note.  In furtherance thereof, Holder and Maker stipulate and agree that none of the terms and provisions contained in this Note shall ever be construed to create a contract for the use, forbearance or detention of money requiring payment of interest at a rate in excess of the maximum interest rate permitted to be charged by such laws.  Maker or any guarantor, endorser or other party now or hereafter becoming liable for the payment of this Note shall never be required to pay interest on this Note at a rate in excess of the maximum interest that may be lawfully charged under applicable law, and the provisions of this section shall control over all other provisions of this Note and any other instrument executed in connection herewith which may be in apparent conflict herewith.  In the event any holder of this Note shall collect monies which are deemed to constitute interest which would otherwise increase the effective interest rate on this Note to a rate in excess of that permitted to be charged, all such sums deemed to constitute interest in excess of the maximum permissible rate shall be immediately returned to the maker upon such determination.

22.   Due on Sale .  It is expressly agreed and understood by Maker that this Note and the Security Agreement securing same are made for the sole and absolute benefit of Maker and that this Note and the Security Agreement are not assumable by any other person or party, and that in the event the collateral securing repayment of this Note or any portion thereof is sold, transferred or conveyed to any other party, whether by contract for deed, conveyance in trust or by operation of law or otherwise, the Holder or its successors and assigns shall have the right to immediately declare the entire unpaid balance of this Note, including all accrued but unpaid interest and Late Charges, to be immediately due and payable.

23.   Governing Law .  This Note shall be governed in accordance with the laws of the Arizona.

MAKER:

Alpine 4 Technologies Ltd.

a Delaware corporation

By: /s/ Kent Wilson

Name: Kent Wilson  

Title: Chief Executive Officer

HOLDER:

By: /s/ Alan Martin

Name: Alan Martin  

 

Exhibit 99.3

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This Security Agreement (this "Security Agreement") is entered into effective as of November 30, 2016 (the "Effective Date"), by and among Alan Martin, an individual residing in Oklahoma (the "Secured Party"), Alpine 4 Technologies Ltd., a Delaware corporation ("Alpine 4"), and Horizon Well Testing, Inc., an Oklahoma corporation (the "Company").  The Secured Party, Alpine 4, and the Company are sometimes referred to hereafter individually as a "Party" and collectively as the "Parties."

RECITALS

A.	Alpine 4, the Secured Party, and the Company entered into a Securities Purchase Agreement of even or near date herewith (the "SPA"), pursuant to which Alpine 4  purchased from the Secured Party 100% of the issued and outstanding membership units of the Company (the "Purchased Units").

B.

As partial payment for the Purchased Units, Alpine 4 made and conveyed to the Secured Party a Secured Convertible Promissory Note (the "Note") of even or near date herewith, pursuant to which, Alpine 4 agreed to pay to the Secured Party an aggregate of $1,500,000, on terms set forth in the Note, as part of the purchase price for the Purchased Units.

C.

In recognition of, and to provide collateral to secure Alpine 4's obligations under the Note, the Company agrees to enter into this Security Agreement pursuant to which the Company will grant to Secured Party a subordinated security interest (the "Subordinated Security Interest") in the Collateral described below.

D.	Alpine 4 hereby agrees to guarantee the obligations of the Company in respect of the payment obligations under the Note.

AGREEME NT

  NOW , THEREFORE , in consideration of the above recitals and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and Secured Party hereby agree as follows:

  1.   Definitions and Interpretation .  When used in this Security Agreement, the following terms have the following respective meanings:

" Company   Collateral " shall mean all of the assets of the Company, and all of the products and proceeds from any of the assets of the Company, including: All Real Property, All inventory of the Debtor, now owned or hereafter acquired; All equipment of the Debtor, now owned or hereafter acquired; All accounts and contract rights of the Debtor, now existing or hereafter created; All interest of the Debtor now existing or hereafter arising in the providing of services, goods the sale or lease of which gave rise to any accounts; All chattel paper, documents, instruments and cash relating to any such accounts; All security agreements, guaranties, leases and other writings securing or otherwise relating to any such accounts, contract rights, chattel paper, documents, and instruments; All now existing and hereafter acquired books, records, writings, data bases, information and other property relating to, used or useful in connection with, embodying, incorporating or referring to, any of the foregoing Collateral; All other property of the Debtor now or hereafter in the possession, custody or control of the Lenders, and all property of the Debtor in which the Lenders now has or hereafter acquires a Security Interest; and All products and proceeds of the foregoing Collateral.  Collateral shall not include leasehold interests or any other interests in real property. For purposes of this Agreement, the term  "proceeds" includes whatever is receivable or received when Collateral or proceeds thereof is sold, collected, exchanged or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, all rights to payment, including return premiums, with respect to any insurance relating thereto.

  " Lien " shall mean, with respect to any property, any security interest, mortgage, pledge, lien, claim, charge or other encumbrance in, of, or on such property or the income therefrom.

  " Obligations " means all obligations arising or owed by Alpine 4 to Secured Party or its affiliates under the Note or owed by the Company or Alpine 4  under this Security Agreement.

" Permitted Encumbrances " has the meaning specified therefor in the SPA.

  " Person " shall mean and include an individual, a partnership, a corporation (including a business trust), a joint stock company, a limited liability company, an unincorporated association, a joint venture or other entity or a governmental authority.

" Senior Lender " shall mean the bank or other financing entity or facility providing the financing to the Company.

" Senior Security Interest " shall mean the security interest in the Collateral granted to the Senior Lender which is senior to the security interest granted to the Secured Party hereunder.

2.   Guarantee . Alpine 4 hereby guarantees to the Secured Party the due and punctual payment in full when due, whether at stated maturity, upon acceleration or otherwise, of (i) all indebtedness, obligations and liabilities (including, without limitation, indemnities, fees, expenses) of the Company to the Secured Party arising out of or in connection with the Note (collectively, the "Obligations"). Upon the occurrence of an Event of Default pursuant to the Note which remains uncured pursuant to any applicable cure periods or means, Alpine 4 shall have the obligation to make any Monthly Payment not made by the Company, until such time as the Company shall resume making such Monthly Payments. Additionally, if the Company does not pay any and all amounts still owing at or before the Maturity Date of the Note, then Alpine 4 shall have the obligation to pay all amounts due and payable under the Note, pursuant to the terms of the Note.

3.   Grant of Security Interest .   As security for the Obligations, the Company hereby pledges and grants to Secured Party a subordinated security interest (subject only to the Senior Security Interest granted to the Senior Lender, and to Permitted Encumbrances) in and to the Company Collateral.

3.01.  Lien on Real Property .   Company, in consideration of the Note and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, grant and mortgage, with power of sale, to Secured Party all the Land situated in Pittsburg County, State of Oklahoma, described more particularly in Schedule "3.01" attached hereto as a part hereof, together with (a) all buildings and improvements now or hereafter located thereon; (b) all rights, rights of way, air rights, riparian rights, franchises, licenses, easements, tenements, hereditaments, appurtenances, accessions and other rights and privileges now or hereafter belonging to the Land or the buildings and improvements thereupon, now owned or hereafter acquired by Company.

3.02.  Judicial Foreclosure and Power of Sale .  In case of foreclosure hereof, said Company hereby agrees to pay a reasonable attorney's fee in such foreclosure suit and all costs in connection therewith to be secured by this Mortgage which shall be due and payable when suit is filed and said Company hereby waive all rights, under the homestead, exemption and stay laws of the State of Oklahoma; and appraisement of said real estate is hereby expressly waived or not waived at the option of the Secured Party, their successors or assigns, such option to be exercised prior to or at the time judgment is rendered in any foreclosure hereof.

3.03.  Power of Sale .  As an alternative to judicial foreclosure, Company authorizes and empowers Secured Party, upon the occurrence of an Event of Default, except for the Event of Default described above, to sell Company' interest in the Mortgaged Property, in accordance with the Oklahoma Power of Sale Mortgage Foreclosure Act, OKLA. STAT. tit. 46, §§ 40‑48.  The Mortgaged Property or any interest therein may be sold upon such terms and in as many parcels as the Person conducting the sale may, in his sole discretion, elect.

3.04.  Application and Proceeds of Sale .  Upon a foreclosure sale, the purchaser shall receive that portion of or interest in the Mortgaged Property purchased by it free from any claims of Company and without any liability to see to the application of the purchase money.  The net proceeds from the sale, after deduction of all costs of the sale, shall be applied as prescribed by applicable law.

  4.   Representations, Warranties, and Covenants .

a.   Covenants Relating to Collateral .  As security for the Obligations, the Company hereby agrees (i) to perform all acts that may be necessary to maintain, preserve, protect and perfect the Collateral, the Subordinated Security Interest (subject only to Permitted Encumbrances) granted to Secured Party therein and the perfection and priority of such Subordinated Security Interest (subject only to the Senior Security Interest granted to the Senior Lender, and to Permitted Encumbrances); (ii) to pay promptly when due all taxes and other governmental charges, all Liens and all other charges now or hereafter imposed upon or affecting any Collateral ; (iii) to procure, execute and deliver from time to time any endorsements, assignments, financing statements and other writings reasonably deemed necessary or appropriate by the Secured Party to maintain and protect Secured Party 's Subordinated Security Interest (subject only to the Senior Security Interest granted to the Senior Lender, and to Permitted Encumbrances) hereunder and the priority thereof and to deliver promptly upon the request of the Secured Party all originals of Collateral consisting of instruments, investment property, or other Collateral for which possession of originals is necessary; (iv) to appear in and defend any action or proceeding which may affect the Company's title to or Secured Party 's interest in the Collateral; and (v) except for in connection with sales of inventory in the ordinary course of business, not to surrender or lose possession of (other than to Secured Party ), sell, encumber, lease or otherwise dispose of or transfer any Collateral or right or interest therein, and to keep the Collateral free of all Liens (other than the Senior Security Interest granted to the Senior Lender and Permitted Encumbrances).    The Secured Party agrees to allow changes to the holders of the Senior Security Interests and that those Senior Security Interests may be changed from time to time as needed to help in the financing activities of the company but the dollar value shall not exceed $7,000,000 in Senior Security Interest without written agreement from the Secured Party .

b.   Other Representations, Warranties, and Covenants .  The Company represents, warrants, and covenants to each of the following:

i.   The exact legal name of the Company is set forth on the signature page of this Security Agreement.

ii.   The Company is duly organized and validly existing under the laws of the state of Oklahoma and the execution, delivery, and performance of this Security Agreement are within the Company's powers, have been duly authorized, and are not in conflict with the terms of its organizational documents, each as amended through the date of this Security Agreement.

iii.   The Company' s chief executive office is located at 2011 Ten Springs, McAlester, OK 74502, and the Company shall promptly notify Secured Party of any change to the Company's chief executive office location.

iv.   Not to change the Company's name, any organizational identification number, state of organization or organizational identity; provided , however , that the Company may change any of these upon at least 30 days' prior written notice to Secured Party of such change along with the Company paying all of Secured Party's incurred costs of filing amendments, additional financing statements, or any other necessary documents to protect, perfect, and preserve Secured Party's security interest in the Collateral.

v.   To pay all taxes and assessments of every nature which may be levied or assessed against the Collateral.

  5. Litigation and Other Proceedings .  The Secured Party shall have the right but not the obligation to bring suit or institute proceedings in the name of the Company or the Secured Party to enforce any rights in the Company Collateral, including any license thereunder, in which event the Company shall at the request of the Secured Party do any and all lawful acts and execute any and all documents reasonably required by Secured Party or determined to be necessary or appropriate by Secured Party in aid of such enforcement.

6.   Action by Secured Party .  All actions of the Secured Party pursuant to this Security Agreement, including the enforcement of any rights pursuant to this Security Agreement or the Guarantee of Alpine 4 above, shall be determined by the Secured Party .

  7.   Default and Remedies .

a.

Default .  The Company shall be deemed in default under this Security Agreement upon (i) the occurrence and during the continuance of a default or breach of any of Alpine 4's  obligations arising under the terms of the Note or a default or breach of any of the Company's obligations arising under the terms of this Security Agreement, (ii) the uninsured loss, theft, damage, or destruction to the Company Collateral, sale or encumbrance of any of the Company Collateral, or the making of any levy, seizure or attachment on the Company Collateral, or (iii) dissolution, termination of existence, insolvency, business failure, appointment of a receiver of any part of the property of, assignment for the benefit of creditors by, or the commencement of any proceeding under any bankruptcy or insolvency laws of, by or against the Company.

b.

Remedies .  Upon the occurrence and during the continuance of any event of default, the Secured Party shall have the rights granted by this Security Agreement, and by law, including the right to: (i) require the Company to assemble the Company Collateral and make it available to the Secured Party at a place to be designated by the Secured Party ; and (ii) prior to the disposition of the Company Collateral, require the Company to store, process, repair or recondition the Company Collateral or otherwise prepare the Company Collateral for disposition in any manner and to the extent the Secured Party deems appropriate and in connection with such preparation and disposition, without charge to Secured Party .

c.

Application of Company Collateral Proceeds .  The proceeds and/or avails of the Company Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by the Secured Party at the time of, or received by Secured Party after, the occurrence of an event of default) shall be paid to and applied as follows:

i.

First, to the payment of reasonable costs and expenses, including all amounts expended to preserve the value of the Company Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys' fees, incurred or made hereunder by Secured Party ;

ii.

Second, to the payment to Secured Party of the amounts outstanding under the Note;

iii.

Third, to the payment of the surplus, if any, to the Company, their successors and assigns, or to whomsoever may be lawfully entitled to receive the same.

  8.   Miscellaneous .

 

a.

Notices .  Except as otherwise provided herein, all notices, requests, demands, consents, instructions or other communications to or upon the Company, or Secured Party under this Security Agreement shall be in writing and faxed, mailed or delivered to each party to the facsimile number or the address set forth below, or to such other address as may be specified in writing by a Party to the other parties to this Security Agreement.

If to Secured Party:

Alan Martin

2011 Ten Springs

McAlester, OK 74501

with a copy (which shall not constitute notice) to:

Brett D. Cable

Cable Law, pllc

438 E. Carl Albert Pkway

McAlester, OK 74501

Fax: 918.423.4001

Phone: 918.423.4000

If to the Company:

Horizon Well Testing, Inc.

Attn:  [____________]

Fax: [_____________]

Phone: [___________]

with a copy (which shall not constitute notice) to:

Kirton McConkie PC

50 E. South Temple, Suite 400

Salt Lake City, Utah 84111

Fax:  (801) 212-2187

Phone:  (801) 328-3600

Attn:  C. Parkinson Lloyd, Esq.

b.

Nonwaiver .  No failure or delay on the part of Secured Party in exercising any of its rights hereunder will operate as a waiver thereof or of any other right nor shall any single or partial exercise of any such right preclude any other further exercise thereof or of any other right.

c.

Amendments and Waivers .  This Security Agreement may not be amended or modified, nor may any of its terms be waived, except by written instruments signed by the Company and Secured Party .  Each waiver or consent under any provision hereof shall be effective only in the specific instances for the purpose for which given.

d.

Assignments .  This Security Agreement shall be binding upon and inure to the benefit of Secured Party and the Company, and their respective successors and assigns; provided, however, that neither the Company   may sell, assign or delegate rights and obligations hereunder without the prior written consent of Secured Party .

e.

Cumulative Rights, etc .  The rights, powers and remedies of Secured Party under this Security Agreement shall be in addition to all rights, powers and remedies given to Secured Party by virtue of any applicable law, rule or regulation of any governmental authority and under the Note, all of which rights, powers, and remedies will be cumulative and may be exercised successively or concurrently without impairing the rights of the Secured Party hereunder or thereunder.  The Company hereby waives any right to require Secured Party to proceed against any person or entity or to exhaust any Collateral or to pursue any remedy in the Secured Party 's power.

f.

Payments Free of Taxes, Etc .  All payments made by Alpine 4 under the Note will be made by Alpine 4 free and clear of and without deduction for any and all present and future taxes, levies, charges, deductions and withholdings.

g.

Partial Invalidity .  If at any time any provision of this Security Agreement is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions of this Security Agreement nor the legality, validity or enforceability of such provision under the law of any other jurisdiction shall in any way be affected or impaired thereby.

h.

Expenses .  The Company shall pay on demand all reasonable fees and expenses, including reasonable attorneys' fees and expenses, incurred by Secured Party in connection with the custody, preservation or sale of, or other realization on, any of the Collateral or the enforcement or attempt to enforce any of the Obligations which is not performed as and when required by this Security Agreement or the Note.

i.

Construction .  Each of this Security Agreement and the Note is the result of negotiations among, and has been reviewed by, the Company and Secured Party .  Accordingly, this Security Agreement and the Note will be deemed to be the product of all parties hereto, and no ambiguity shall be construed in favor of or against the Company or Secured Party .

j.

Entire Agreement .  This Security Agreement and the Note constitute and contain the entire agreement of the Company, and Secured Party and supersede any and all prior agreements, negotiations, correspondence, understandings and communications among the parties, whether written or oral, respecting the subject matter hereof.  In the event of any inconsistencies between the terms of this Security Agreement or the Note and the terms of any other document related to the loans by Alpine 4 to the Secured Party , the terms of this Security Agreement or the Note, as applicable, shall prevail.

k.

Governing Law .  This Security Agreement shall be governed by and construed in accordance with the laws of the State of Arizona without reference to conflicts of law rules.

l.

Counterparts . This Security Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall be deemed to constitute one instrument.

m.

Waiver of Right to Jury .  In order to avoid delays and minimize expense the Company and Secured Party knowingly, voluntarily and intentionally waive any right to trial by jury in respect of any claim, demand, action or cause of action arising out of, under or in connection with this Security Agreement or any related writing or any amendment thereto, whether now existing or hereinafter arising and whether sounding in contract or tort or otherwise, and each party hereby agrees and consents that any such claim, demand, action or cause of action shall be decided by a court trial without a jury, and a copy of this Security Agreement may be filed with any court as evidence of the consent of each of the parties hereto to the waiver of its right to trial by jury.

[Signature page follows.]

IN WITNESS WHEREOF , the parties have caused this Security Agreement to be executed as of the day and year first above written.

ALPINE 4 :

ALPINE 4 TECHNOLOGIES LTD

a Delaware corporation

 

By: /s/ Kent Wilson

Name:   Kent Wilson  

Its: Chief Executive Officer  

SECURED PARTY :

/s/ Alan Martin  

Name: Alan Martin  

 

COMPANY :

Horizon Well Testing, Inc.

By: /s/ Kent Wilson

Name: Kent Wilson  

Its: Interim CEO

Schedule 3.01

[Insert Legal Description]

 

 

Exhibit 99.4

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NEITHER  THIS  SECURITY  NOR  THE  SECURITIES  INTO  WHICH  THIS SECURITY  IS  EXERCISABLE  HAVE  BEEN  REGISTERED  WITH  THE SECURITIES   AND   EXCHANGE   COMMISSION   OR   THE   SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR  IN  A  TRANSACTION  NOT  SUBJECT  TO,  THE  REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE  STATE  SECURITIES  LAWS  AS  EVIDENCED  BY  A  LEGAL OPINION OF COUNSEL TO THE TRANSFEROR REASONABLY ACCEPTABLE TO THE COMPANY TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

November 30, 2016

ALPINE 4 TECHNOLOGIES LTD.

WARRANT TO PURCHASE 75,000 SHARES OF
CLASS A COMMON STOCK

FOR VALUE RECEIVED, Alan Martin (" Warrant Holder "), is entitled to purchase, subject to the provisions of this Warrant (the " Warrant "), from ALPINE 4 TECHNOLOGIES LTD., a Delaware corporation (" Company "), at any time after the date hereof (the " Initial Exercise Date ") and not later than 5:00 P.M., Mountain time, on the Expiration Date (as defined below), at an exercise price per share equal to $4.25 (the exercise price in effect being herein called the " Warrant Price "), up to 75,000 shares (" Warrant Shares ") of the Company's Class A Common Stock (" Common Stock ").  The number of Warrant Shares purchasable upon exercise of this Warrant and the Warrant Price shall be subject to adjustment from time to time as described herein.

This Warrant is issued by the Company in connection with that certain Securities Purchase Agreement (the "SPA") between the Company, Horizon Well Testing, Inc. ("Horizon"), and the Warrant Holder of even date herewith relating to purchase by the Company of all of the Warrant Holder's interests in Horizon.

Section 1.   Term of Warrant . Subject to the terms and conditions hereof, at any time or from time to time after the date hereof and prior to 5:00 p.m., Mountain Time, on the third anniversary of the date hereof or, if such day is not a Business Day, on the next preceding Business Day (the " Expiration Date "), the Holder of this Warrant may exercise this Warrant for all or any part of the Warrant Shares purchasable hereunder (subject to adjustment as provided herein).

Section 2.   Record Keeping .  The Company shall maintain books for the transfer and registration of the Warrant for purposes of the Company's books and records.  Upon the initial issuance of this Warrant, the Company shall issue and register the Warrant in the name of the Warrant Holder on the Company's books and records.

Section 3.   Transfers .  As provided herein, this Warrant may be transferred only pursuant to a registration statement filed under the Securities Act of 1933, as amended (the " Securities Act "), or an exemption from such registration.  Subject to such restrictions, the Company shall transfer this Warrant from time to time upon the books to be maintained by the Company for that purpose, upon surrender hereof for transfer, properly endorsed or accompanied by appropriate instructions for transfer and such other documents as may be reasonably required by the Company, including, if required by the Company, an opinion of its counsel to the effect that such transfer is exempt from the registration requirements of the Securities Act, to establish that such transfer is being made in accordance with the terms hereof, and a new Warrant shall be issued to the transferee and the surrendered Warrant shall be canceled by the Company.

Section 4.   Exercise of Warrant .

(a)   Subject to the provisions hereof, the Warrant Holder may exercise this Warrant, in whole or in part, at any time after the Initial Exercise Date and prior to the Expiration Date, upon surrender of the Warrant, together with delivery of a duly executed Warrant exercise form, in the form attached hereto as Appendix A (the " Notice of Exercise ") and payment by cash, certified check or wire transfer of funds of the aggregate Warrant Price for that number of Warrant Shares then being purchased, to the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency of the Company as it may designate by notice to the Warrant Holder).  The Warrant Shares so purchased shall be deemed to be issued to the Warrant Holder or the Warrant Holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered (or the date evidence of loss, theft or destruction thereof and security or indemnity satisfactory to the Company has been provided to the Company), the Warrant Price shall have been paid and the completed Notice of Exercise shall have been delivered.  Certificates for the Warrant Shares so purchased shall be delivered to the Warrant Holder within a reasonable time after this Warrant shall have been so exercised.  The certificates so delivered shall be in such denominations as may be requested by the Warrant Holder and shall be registered in the name of the Warrant Holder or such other name as shall be designated by the Warrant Holder, as specified in the Notice of Exercise.  If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the Warrant Holder a new Warrant representing the right to purchase the number of shares with respect to which this Warrant shall not then have been exercised.  As used herein, "business day" means a day, other than a Saturday or Sunday, on which banks in New York City, New York, are open for the general transaction of business.  Each exercise hereof shall constitute the re-affirmation by the Warrant Holder that the representations and warranties contained in the Subscription Agreement are true and correct in all material respects with respect to the Warrant Holder as of the time of such exercise.  Notwithstanding the foregoing, to effect the exercise of the Warrant hereunder, the Warrant Holder shall not be required to physically surrender this Warrant to the Company unless the entire Warrant is exercised.  The Warrant Holder and the Company shall maintain records showing the amount exercised and the dates of such exercise.  The Warrant Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provision of the paragraph, following exercise of a portion of the Warrant, the number of Warrant Shares of this Warrant may be less than the amount stated on the face hereof.

Section 5.   Compliance with the Securities Act of 1933 . This Warrant may only be exercised by the Warrant Holder if the Warrant Holder is an "accredited investor" as defined by Rule 501 of Regulation D.  The Company may cause the legend set forth on the first page of this Warrant to be set forth on each Warrant, and a similar legend on any security issued or issuable upon exercise of this Warrant, unless counsel for the Company is of the opinion as to any such security that such legend is unnecessary.

Section 6.   Payment of Taxes .  The Company will pay any documentary stamp taxes attributable to the initial issuance of Warrant Shares issuable upon the exercise of the Warrant; provided, however, that the Company shall not be required to pay any tax or taxes which may be payable in respect of any transfer involved in the issuance or delivery of any certificates for Warrant Shares in a name other than that of the Warrant Holder in respect of which such shares are issued, and in such case, the Company shall not be required to issue or deliver any certificate for Warrant Shares or any Warrant until the person requesting the same has paid to the Company the amount of such tax or has established to the Company's reasonable satisfaction that such tax has been paid.  The Warrant Holder shall be responsible for income taxes due under federal, state or other law, if any such tax is due.

Section 7.   Mutilated or Missing Warrants .  In case this Warrant shall be mutilated, lost, stolen, or destroyed, the Company shall issue in exchange and substitution of and upon surrender and cancellation of the mutilated Warrant, or in lieu of and substitution for the Warrant lost, stolen or destroyed, a new Warrant of like tenor and for the purchase of a like number of Warrant Shares, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction of the Warrant, and with respect to a lost, stolen or destroyed Warrant, reasonable indemnity or bond with respect thereto, if requested by the Company.

Section 8.   Reservation of Common Stock .  At any time when this Warrant is exercisable, the Company shall at all applicable times keep reserved until issued (if necessary) as contemplated by this Section 8, out of the authorized and unissued shares of Common Stock, at least a number of shares of Common Stock equal to 100% of the number of shares of Common Stock as shall from time to time be necessary to effect the exercise of all of this Warrant then outstanding.  The Company agrees that all Warrant Shares issued upon due exercise of the Warrant shall be, at the time of delivery of the certificates for such Warrant Shares, duly authorized, validly issued, fully paid and non-assessable shares of Common Stock of the Company.

Section 9.   Adjustments .

(a)   If the Company shall, at any time or from time to time while this Warrant is outstanding, subdivide its outstanding shares of Common Stock into a greater number of shares or combine its outstanding shares of Common Stock into a smaller number of shares or issue by reclassification of its outstanding shares of Common Stock any shares of its capital stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), then (i) the Warrant Price in effect immediately prior to the date on which such change shall become effective shall be adjusted by multiplying such Warrant Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such change and the denominator of which shall be the number of shares of Common Stock outstanding immediately after giving effect to such change and (ii) the number of Warrant Shares purchasable upon exercise of this Warrant shall be adjusted by multiplying the number of Warrant Shares purchasable upon exercise of this Warrant immediately prior to the date on which such change shall become effective by a fraction, the numerator of which is shall be the Warrant Price in effect immediately prior to the date on which such change shall become effective and the denominator of which shall be the Warrant Price in effect immediately after giving effect to such change, calculated in accordance with clause (i) above.  Such adjustments shall be made successively whenever any event listed above shall occur.

(b)   If any capital reorganization, reclassification of the capital stock of the Company, consolidation or merger of the Company with another corporation in which the Company is not the survivor, or sale, transfer or other disposition of all or substantially all of the Company's assets to another corporation shall be effected, then, as a condition of such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition, lawful and adequate provision shall be made whereby each Warrant Holder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Warrant Shares immediately theretofore issuable upon exercise of the Warrant, such shares of stock, securities or assets as would have been issuable or payable with respect to or in exchange for a number of Warrant Shares equal to the number of Warrant Shares immediately theretofore issuable upon exercise of the Warrant, had such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of each Warrant Holder to the end that the provisions hereof (including, without limitation, provision for adjustment of the Warrant Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise hereof.  The Company shall not effect any such consolidation, merger, sale, transfer or other disposition unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume the obligation to deliver to the Warrant Holder, at the last address of the Warrant Holder appearing on the books of the Company, such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Warrant Holder may be entitled to purchase, and the other obligations under this Warrant.  The provisions of this paragraph (b) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions.

(c)   In case the Company shall fix a payment date for the making of a distribution to all holders of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) of evidences of indebtedness or assets (other than cash dividends or cash distributions payable out of consolidated earnings or earned surplus or dividends or distributions referred to in Section 8(a)), or subscription rights or warrants, the Warrant Price to be in effect after such payment date shall be determined by multiplying the Warrant Price in effect immediately prior to such payment date by a fraction, the numerator of which shall be the total number of shares of Common Stock outstanding multiplied by the Market Price per share of Common Stock immediately prior to such payment date, less the fair market value (as determined by the Company's Board of Directors in good faith) of said assets or evidences of indebtedness so distributed, or of such subscription rights or warrants, and the denominator of which shall be the total number of shares of Common Stock outstanding multiplied by such Market Price per share of Common Stock immediately prior to such payment date.

(d)   An adjustment to the Warrant Price shall become effective immediately after the payment date in the case of each dividend or distribution and immediately after the effective date of each other event which requires an adjustment.

(e)   In the event that, as a result of an adjustment made pursuant to this Section 8, the Warrant Holder shall become entitled to receive any shares of capital stock of the Company other than shares of Common Stock, the number of such other shares so receivable upon exercise of this Warrant shall be subject thereafter to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Warrant Shares contained in this Warrant.

(f)   To the extent permitted by applicable law and the listing requirements of any stock market or exchange on which the Common Stock is then listed, the Company from time to time may decrease the Warrant Price by any amount for any period of time if the period is at least twenty (20) days, the decrease is irrevocable during the period and the Board shall have made a determination that such decrease would be in the best interests of the Company, which determination shall be conclusive provided   however , that the Warrant Price may not be decreased below the Market Price on the date of the execution of the Subscription Agreement.  Whenever the Warrant Price is decreased pursuant to the preceding sentence, the Company shall provide written notice thereof to the Warrant Holder at least five (5) days prior to the date the decreased Warrant Price takes effect, and such notice shall state the decreased Warrant Price and the period during which it will be in effect.

Section 10.   Fractional Interest .  The Company shall not be required to issue fractions of Warrant Shares upon the exercise of this Warrant.  If any fractional share of Common Stock would, except for the provisions of the first sentence of this Section 9, be deliverable upon such exercise, the Company, in lieu of delivering such fractional share, shall pay to the exercising Warrant Holder an amount in cash equal to the Market Price (determined in accordance with Section 3(b)) of such fractional share of Common Stock on the date of exercise.

Section 11.   Benefits .  Nothing in this Warrant shall be construed to give any person, firm or corporation (other than the Company and the Warrant Holder) any legal or equitable right, remedy or claim, it being agreed that this Warrant shall be for the sole and exclusive benefit of the Company and the Warrant Holder.

Section 12.   Notices to Warrant Holder .  Upon the happening of any event requiring an adjustment of the Warrant Price, the Company shall promptly give written notice thereof to the Warrant Holder at the address appearing in the records of the Company, stating the adjusted Warrant Price and the adjusted number of Warrant Shares resulting from such event and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.  Failure to give such notice to the Warrant Holder or any defect therein shall not affect the legality or validity of the subject adjustment.

Section 13.   Identity of Transfer Agent .  The Transfer Agent for the Class A Common Stock is VStock Transfer, 18 Lafayette Place, Woodmere, NY 11598 .   Upon the appointment of any subsequent transfer agent for the Common Stock or other shares of the Company's capital stock issuable upon the exercise of the rights of purchase represented by the Warrant, the Company will mail to the Warrant Holder a statement setting forth the name and address of such transfer agent.

Section 14.   Notices .  Unless otherwise provided, any notice required or permitted under this Warrant shall be given in writing and shall be deemed effectively given and received as hereinafter described (i) if given by personal delivery, then such notice shall be deemed received upon such delivery, (ii) if given by telex or facsimile, then such notice shall be deemed received upon receipt of confirmation of complete transmittal, (iii) if given by certified mail return receipt requested, then such notice shall be deemed received upon the day such return receipt is signed, and (iv) if given by an internationally recognized overnight air courier, then such notice shall be deemed given one business day after delivery to such carrier.  Copies of such notices shall also be transmitted by email to the email address provided for on the signature page of the Subscription Agreement.  All notices shall be addressed as follows: if to the Warrant Holder, at its address as set forth in the Company's books and records and, if to the Company, at the address as follows, or at such other address as the Warrant Holder or the Company may designate by ten days' advance written notice to the other:

If to the Company:

Alpine 4 Technologies Ltd.

4742 N. 24th Street Suite 300

Phoenix, AZ 85016

Attention:  Chief Financial Officer

With a copy to (which copy shall not constitute notice):

Kirton McConkie

50 E. South Temple, Suite 400

Salt Lake City, UT 84111

Attention:  C. Parkinson Lloyd, Esq.

Section 15.   Successors .  All the covenants and provisions hereof by or for the benefit of the Warrant Holder shall bind and inure to the benefit of its respective successors and assigns hereunder.

Section 16.   Governing Law; Consent to Jurisdiction; Waiver of Jury Trial .  This Warrant shall be governed by, and construed in accordance with, the internal laws of the State of Arizona, without reference to the choice of law provisions thereof.  The Company and, by accepting this Warrant, the Warrant Holder, each irrevocably submits to the exclusive jurisdiction of the state and federal courts located in Maricopa County, Arizona, for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Warrant and the transactions contemplated hereby.  Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Warrant.  The Company and, by accepting this Warrant, the Warrant Holder, each irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court.  The Company and, by accepting this Warrant, the Warrant Holder, each irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANT HOLDER HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER .

Section 17.   Dispute Resolution .  In the case of a dispute as to the determination of the Market Price, the Company shall submit the disputed determinations via facsimile to the Warrant Holder.  If the Warrant Holder and the Company are unable to agree upon such determination of the Market Price within three business days of such disputed determination being submitted to the Warrant Holder, then the Company shall, within two business days, submit via facsimile the disputed determination of the Market Price to an independent, reputable investment bank selected by the Company and approved by the Warrant Holder.  The Company shall cause at its expense the investment bank to perform the determinations and notify the Company and the Warrant Holder of the results no later than ten business days from the time it receives the disputed determinations or calculations.  Such investment bank's determination shall be binding upon all parties absent demonstrable error.

Section 18.   No Rights as Stockholder .  Prior to the exercise of this Warrant, the Warrant Holder shall not have or exercise any rights as a stockholder of the Company by virtue of its ownership of this Warrant.

Section 19.   Amendment; Waiver .  Any term of this Warrant may be amended or waived (including the adjustment provisions included in Section 8 of this Warrant) upon the written consent of the Company and the Warrant Holder.

Section 20.   Remedies; Other Obligations; Breaches and Injunctive Relief .  The remedies provided in this Warrant shall be cumulative and in addition to all other remedies available under this Warrant and the other Transaction Documents, at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the right of the Warrant Holder right to pursue actual damages for any failure by the Company to comply with the terms of this Warrant.  The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Warrant Holder and that the remedy at law for any such breach may be inadequate.  The Company therefore agrees that, in the event of any such breach or threatened breach, the Warrant Holder shall be entitled, in addition to all other available remedies, an injunction restraining any breach, without the necessity of showing economic loss and without any bond or other security being required.

Section 21.   Section Headings .  The section headings in this Warrant are for the convenience of the Company and the Warrant Holder and in no way alter, modify, amend, limit or restrict the provisions hereof.

IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed, as of the 30 ^th day of November, 2016.

ALPINE 4 TECHNOLOGIES LTD.

By:  /s/ Kent Wilson

Name: Kent B. Wilson

Title: Chief Executive Officer

 

APPENDIX A

ALPINE 4 TECHNOLOGIES LTD .
NOTICE OF EXERCISE FORM

To Alpine 4 Technologies Ltd.:

The undersigned hereby irrevocably elects to exercise the right of purchase represented by the within Warrant (" Warrant ") for, and to purchase thereunder by the payment of the Warrant Price and surrender of the Warrant, _______________ shares of Class A Common Stock (" Warrant Shares ") provided for therein, and requests that certificates for the Warrant Shares be issued as follows:

and delivered by certified mail to the above address, or electronically (provide DWAC Instructions):

_____________________________________

_____________________________________

_____________________________________

or other (specify):

_____________________________________

_____________________________________

_____________________________________

and, if the number of Warrant Shares shall not be all the Warrant Shares purchasable upon exercise of the Warrant, that a new Warrant for the balance of the Warrant Shares purchasable upon exercise of this Warrant be registered in the name of the undersigned Warrant Holder or the undersigned's Assignee as below indicated and delivered to the address stated below.

[ signatures on following page ]

Exhibit 99.5

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MASTER SERVICES COMMISSION AGREEMENT

THIS MASTER SERVICES COMMISSION AGREEMENT (this "Agreement") is entered into as of November 30, 2016, by and among Alpine 4 Technologies, Ltd., a Delaware corporation (the "Buyer"), Horizon Well Testing, Inc.., an Oklahoma corporation (collectively, the "Company"), Alan Martin (the "Seller"), and Horizon Pipeline, LLC ("Horizon Pipeline").  The Buyer, the Seller, and the Company may each be referred to herein as a "Party" and collectively as the "Parties."

RECITALS

A.

Buyer, Seller, and the Company have entered into a Securities Purchase Agreement of even date herewith (the "SPA"), pursuant to which the Buyer has acquired from the Seller all of the Seller's ownership, right, title, and interest in and to the Company and its assets and to the membership units of the Company.

B.

Pursuant to the SPA, the Buyer, Seller, and the Company contemplated that they would enter into this Agreement with Horizon Pipeline, which is owned by the Seller, to provide to Horizon Pipeline the right to continue to access the Company's Master Services Agreements (collectively, the "MSAs") to enable Horizon Pipeline to be able to seek new pipeline work.

C.	The Parties to this Agreement desire to permit Horizon Pipeline to work through and access the Company's MSAs and to outline the terms and conditions of such rights.

AGREEMENT

NOW , THEREFORE , in consideration of the above recitals and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and Secured Party hereby agree as follows:

1.	Use of and Access to Company MSAs .  Buyer and the Company agree to allow Horizon Pipeline to work through the Company's MSAs with various petroleum industry participants to seek new pipeline work for Horizon Pipeline, pursuant to the terms of this Agreement.

2.	Term of Agreement, Access . Buyer and the Company agree to allow Horizon Pipeline to access the Company's MSA's for a period of eighteen (18) months from the date of the closing of the transaction outlined in the SPA.

3.

Early Termination by Company .  Buyer, the Company, and Horizon Pipeline agree that the Company may terminate this Agreement and may terminate Horizon Pipeline's access to the Company's MSAs in the event that Buyer or the management of the Company determine, in their sole discretion, that the operations of Horizon Pipeline are having an adverse impact on the relationship between the Company and the issuers of the MSAs.

4.

Commission .  As consideration for the access to the Company's MSAs during the term of this Agreement, Horizon Pipeline agrees to pay to the Company a commission (the "Commission") of three percent (3%) of the gross revenues received by Horizon Pipeline for all work performed by Horizon Pipeline resulting from access to the Company's MSAs.

5.

Revenues Paid to Horizon Pipeline . The Parties hereto understand and intend that any and all revenues made to Horizon Pipeline resulting from work generated through access to the Company's MSAs will be paid directly to Horizon Pipeline, rather than to the Company, and the Company shall not be required to recognize any revenues to the Company for services provided by Horizon Pipeline.

6.

Horizon Pipeline Operations .  Horizon Pipeline agrees that during the term of this Agreement, it is required to have, and shall at all times have, its own insurance, including but not limited to worker's compensation insurance and general liability coverage, and further agrees to add the Company as an additional insured under all Horizon Pipeline insurance policies.

7.

Entire Agreement .  This Agreement, as well as the SPA and other agreements and documents referenced herein and therein constitute and contain the entire agreement of the Company, Buyer, Seller, and Horizon Pipeline and supersede any and all prior agreements, negotiations, correspondence, understandings and communications among the parties, whether written or oral, respecting the subject matter hereof.

8.	Governing Law .  This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona without reference to conflicts of law rules.

9.	Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall be deemed to constitute one instrument.

[Signature page follows.]

IN WITNESS WHEREOF, the parties have caused this Master Services Commission Agreement to be executed as of the day and year first above written.

ALPINE 4:

ALPINE 4 TECHNOLOGIES LTD

a Delaware corporation

By: /s/ Kent Wilsonm

Name:   Kent Wilson

Its:  Chief Executive Officer

Seller:

/s/ Alan Martin  

Name: Alan Martin

COMPANY:

Horizon Well Testing, Inc.

By: /s/ Kent Wilson

Name:  Kent Wilson  

Its: Interim CEO

HORIZON PIPELINE

By:   /s/

Name:  

Its:    

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Exhibit 99.6

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HORIZON WELL TESTING, INC.

Consulting Services Agreement

 

This Consulting Services Agreement (the "Agreement"), dated November 30, 2016 is entered into between Horizon Well Testing, Inc., an Oklahoma corporation ("the Company), and Alan Martin, an individual with a principal place of residence in Oklahoma ("Consultant").

WHEREAS, all of the Company's outstanding stock was acquired by Alpine 4 Technologies Ltd., a Delaware corporation, under the terms of a Securities Purchase Agreement dated November 30, 2016 (the "SPA");

WHEREAS, pursuant to the SPA, the Company is to retain the services of Consultant for a limited period of time after the Closing (as defined in the SPA); and

WHEREAS, Consultant agrees to provide services to the Company on the terms and conditions set forth herein;

NOW, THEREFORE, for consideration and as set forth herein, the parties hereto agree as follows:

1. Consultant Duties.   For a period of 90 days from the Closing (the "Term"),   Consultant agrees to be reasonably available, on an "as needed" basis during regular business hours to provide strategic management services to the Company, meet with Company management, and to assist Company management in their service with the Company.  The Consultant shall provide to Company his knowledge in customer relations, trade and service implantation, marketing, and other business disciplines with respect to the Company's business operations.

2. Extension of Term.   The Term may be extended an additional 30 days thereafter upon written notice received by Consultant within 48 hours prior to the expiration of the Term, accompanied by a one-time payment of $10,000 to Consultant.  If payment is not timely accompanying the notice, Consultant shall have no obligation to perform services beyond the initial Term.

3.  Indemnification .  To the maximum extent permitted by law, Company shall indemnify, defend and hold harmless Consultant from and against any and all lawsuits, claims, losses, expenses, and liabilities (including reasonable attorneys' fees) arising out of or relating to Consultant's good faith performance and providing of services hereunder or as a director or any agency capacity, excluding any grossly negligent acts or omissions or willful misconduct of Consultant.

4. Expenses .  The Company shall reimburse Consultant for any out-of-pocket expenses reasonably incurred by Consultant in connection with his performance of services hereunder, including any mileage (at the standard IRS rate in effect), travel, and other expenses; provided, however, Consultant shall obtain the prior written approval of Company for expenses which individually or in the aggregate exceed $250.00.

5.   Confidentiality.   Subject to exceptions mutually agreed upon by the parties to this Agreement in advance and in writing, the terms and conditions of this Agreement shall remain confidential and protected from disclosure except as required by law in connection with any registration or filing, in relation to a lawful subpoena, or as may be necessary for purposes of disclosure to accountants, financial advisors or other experts, who shall be made aware of and agree to be bound by the confidentiality provisions hereof.

6.  Governing Law.   This Agreement shall be governed by the law of the State of Oklahoma. In the event of any dispute regarding the performance or terms hereof, the prevailing party in any litigation shall be entitled to an award of reasonable attorneys' fees and costs of suit, together with any other relief awarded hereunder or in accordance with governing law.

In witness whereof, the parties hereto enter into this Agreement as of the date first set forth above.

HORIZON WELL TESTING, INC.

/s/ Kent Wilson     Date:   11/30/16

Kent Wilson, CEO

/s/ Alan Martin     Date:   11/30/16

Alan Martin, Consultant