ALPINE 4 HOLDINGS, INC. (Form: 8-K, Received: 05/10/2021 17:22:01)

This Membership Interest Purchase Agreement (this "Agreement") is entered into as of May 4, 2021 (the "Effective Date") by and among A4 Manufacturing, Inc., a Delaware corporation (the "Buyer") and wholly owned subsidiary of Alpine 4 Holdings, Inc., a Delaware corporation ("Parent"), Alternative Laboratories, LLC., a Delaware limited liability company (the "Company"), KAI Enterprises, LLC, a Florida limited liability company ("KAI") and Kevin Thomas (the "Seller"). The Buyer, Parent, the Company, KAI and the Seller may each be referred to herein as a "Party" and collectively as the "Parties."

STATEMENT OF PURPOSE

The Seller is the record and beneficial owner of 100% of the issued and outstanding membership interests of KAI (the "Interests"), constituting 100% of the issued and outstanding securities of KAI on a fully-diluted basis. KAI is the record and beneficial owner of 100% of the issued and outstanding membership interests of the Company, constituting 100% of the issued and outstanding securities of the Company on a fully-diluted basis. The Seller desires to sell all of the Interests to the Buyer, and the Buyer desires to purchase the Interests from the Seller, upon the terms and subject to the conditions set forth in this Agreement. Pursuant to this Agreement, the Buyer hereby agrees to purchase from the Seller, and the Seller hereby agree to sell to the Buyer, all of the outstanding Interests for the consideration and upon the terms and subject to the conditions set forth in this Agreement.

ARTICLE I

DEFINITIONS

When used in this Agreement, the following terms will have the meanings assigned to them in this Article I.

"4740" means 4740 Cleveland, LLC, a Florida limited liability company.

"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 member, 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).

"Appurtenances" means all privileges, rights, easements, hereditaments and appurtenances belonging to or for the benefit of the Real Property, including all easements appurtenant to and for the benefit of the Real Property for, and as the primary means of access between, the Real Property and a public way, or for any other use upon which lawful use of the Real Property for the purposes for which it is presently being used is dependent, and all rights existing in and to any streets, alleys, passages and other rights-of-way included thereon or adjacent thereto (before or after vacation thereof) and vaults beneath any such streets.

"Assignment" means that certain Assignment of Membership Interest by and between the Seller and the Buyer for the assignment of the Interests to the Buyer, dated as of the Closing Date, in substantially the form set forth in Exhibit A attached to this Agreement.

"Business" means the business operations as conducted by the Company on the Closing Date, consistent with past practice.

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

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

"Commission Agreement" means that certain Commission Agreement by and between the Company and the Seller, dated as of the Closing Date, in substantially the form set forth in Exhibit B attached to this Agreement.

"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, inventions, discoveries, technologies, trade secrets, formulae, technical data, designs, patterns, marks, names, industrial designs, 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. Notwithstanding the above, Confidential Information does not mean or include information concerning the Business or the affairs of the Company, or otherwise, which: (a) is in the possession of the Seller or the Seller has knowledge of as of the Closing Date; or (b) is independently developed or obtained by the Seller after the Closing Date.

"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.

"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.

"Escrow Agent" means Cona Law, PLLC.

"Escrow Agreement" means that certain Escrow Agreement by and between the Buyer, the Seller and the Escrow Agent, dated as of the Closing Date, in substantially the form set forth in Exhibit C attached to this Agreement.

"Escrow Amount" means One Million Four Hundred Thousand Dollars ($1,400,000).

"Finished Goods" means the pending invoice amount of the Company's customer-branded products that are ready and able to be, but have not yet been, shipped or invoiced (according to GAAP) to customers.

"Fraud" means, with respect to a Party, an actual and intentional misrepresentation of a material existing fact with respect to the making of any representation or warranty in Article III, Article IV or Article V made by such Party: (a) with respect to the Seller, to Seller's Knowledge or (b) with respect to the Buyer, to Buyer's Knowledge, of its falsity and made for the purpose of inducing the other Party to act, and upon which the other Party justifiably relies with resulting quantifiable Losses.

"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 or other government or quasi-governmental authority or any department, agency, subdivision, court or other tribunal of any of the foregoing.

"Improvements" means all buildings, structures, fixtures and improvements located on the Real Property.

"Intellectual Property" means, with respect to the Company, 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) trade secrets and Confidential Information; (e) computer software, in object and source code format (including data and related documentation); (f) plans, drawings, architectural plans and specifications; (g) websites; (h) other proprietary rights; and (i) 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's Knowledge" and "Company's Knowledge" means the actual knowledge of the Seller.

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

"Lease Agreement" means that certain Lease Agreement by and between the Buyer and 4740, dated as of the Closing Date, relating to the Buyer leasing the Real Property from 4740, in substantially the form set forth in Exhibit D attached to this Agreement.

"Lease Guaranty Agreement" means that certain Lease Guaranty Agreement executed by Parent in favor of 4740, dated as of the Closing Date, in connection with the Lease Agreement, in substantially the form set forth in Exhibit E attached to this Agreement.

"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 the Seller and the Buyer (and not with respect to indemnification claims involving third parties), lost profits and consequential or special damages), penalty, fine, cost, settlement payment, Liability, Tax, Encumbrance, expense, fee, court costs or reasonable attorneys' fees and expenses.

"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 incorporation and bylaws; (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.

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

"Person" means any individual, corporation, limited liability company, partnership, 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.

"Purchase Agreement" means that certain Membership Interest Purchase Agreement by and between Parent, the Buyer, 4740 and the Seller, dated as of the Closing Date, relating to the Buyer's purchase of all of the outstanding membership interest in 4740 from the Seller, in substantially the form set forth in Exhibit F attached to this Agreement.

"Real Property" means collectively, the real property owned by 4740 and located at 4740 South Cleveland Avenue, Fort Myers, Florida 33907, and all the Improvements located thereon and Appurtenances thereto.

"Representative" means, with respect to a particular Person, any manager, 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.

"Shares" means shares of Parent's Class A common stock equal to the sum of the book value of the Company's inventory, less the Finished Goods, plus vendor deposits, less any customer deposits, all as

determined at the close of business on the Business Day immediately prior to the Closing Date, divided by the average of the VWAP of such shares for the three Trading Days immediately prior to the Closing Date.

"Share Proceeds" means the aggregate amount of net cash proceeds the Seller receives upon the sale or other disposition of the Shares, after deducting any and all costs, fees, Taxes and any other type of expense incurred or owed in connection with, or as a result of, the sale or other disposition of such Shares.

"Tax" means: (a) any federal, state, local, foreign or other income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, 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 a day on which the OTCQB Market operated by OTC Markets Group, Inc. (or any successors thereof) is open for trading.

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

"Transaction Documents" means this Agreement, the Assignment, the Commission Agreement, the Escrow Agreement, the Lease Agreement, the Lease Guaranty Agreement, the Purchase Agreement and all other written agreements, documents and certificates contemplated by any of the foregoing documents.

"VWAP" means the daily dollar volume-weighted average sale price for Parent's Class A common stock on the OTCQB Market or other market operated by OTC Markets Group, Inc. on any particular Trading Day (during the period beginning at such time as such market publicly announces is the official open of trading, and ending at such time as such market publicly announces is the official close of trading), as reported by Bloomberg Financial Markets.

ARTICLE II

SALE AND PURCHASE OF INTERESTS

Sale and Purchase of Interests. 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 Interests, which Interests equal 100% of the issued and outstanding ownership interests of KAI.

2.2Payment for the Interests. As payment in full for the Interests being acquired by the Buyer hereunder, the Buyer shall pay to the Seller the sum of Ten Million Dollars ($10,000,000) (the "Purchase Price") and issue the Shares in the name of the Seller as follows:

(a)On the Closing Date, the Buyer shall deliver the Purchase Price by wire transfer of immediately available funds to an account specified by the Seller in writing at least one Business Day prior to the Closing; and

(b)No later than five Business Days after the Closing Date, the Buyer shall deliver to the Seller a statement from Parent's transfer agent evidencing the Shares being held in the Seller's name in electronic or book-entry form.

2.3Closing. The closing of the sale of the Interests (the "Closing") shall take place remotely via the exchange of documents and signatures, or as the Buyer and the Seller may otherwise mutually determine. The date upon which the Closing occurs is hereinafter referred to as the "Closing Date." The sale, assignment, transfer and conveyance to the Buyer of the Interests will be deemed effective at 12:01 a.m. EDT on the Closing Date. All actions to be taken and all documents to be executed or delivered at the Closing will be deemed to have been taken, executed and delivered simultaneously.

2.4Transactions to be Effected at Closing.

(a)On or before the Closing Date, in addition to paying the Purchase Price, the Buyer shall deliver:

(i)to the Escrow Agent, the Escrow Amount in immediately available funds;

(ii)to the Seller, the Assignment, duly executed by the Buyer;

(iii)to the Seller and the Escrow Agent, the Escrow Agreement, duly executed by the Buyer;

(iv)to the Seller, the Lease Agreement, duly executed by the Buyer;

(v)to the Seller, the Lease Guaranty Agreement, duly executed by Parent;

(vi)to the Seller, the Purchase Agreement, duly executed by the Buyer and Parent; and

(vii)all other agreements, documents, instruments or certificates required to be delivered by the Buyer at or prior to the Closing pursuant to the Transaction Documents to which the Buyer is a party.

(b)On or before the Closing Date, the Seller shall deliver:

(i)to the Buyer, the Assignment, duly executed by the Seller; and

(ii)to the Buyer, the Seller's resignation as Manager and an Officer of the Company;

(iii)to the Buyer, the Commission Agreement, duly executed by the Seller and the Company;

(iv)to the Buyer and the Escrow Agent, the Escrow Agreement, duly executed by the Seller;

(v)to the Buyer, the Lease Agreement, duly executed by 4740;

(vi)to the Buyer, the Purchase Agreement, duly executed by 4740 and the Seller; and

(vii)all other agreements, documents, instruments or certificates required to be delivered by the Seller at or prior to the Closing pursuant to the Transaction Documents to which the Seller is a party.

2.5Non-Circumvention. In connection with the purchase of the Interests by the Buyer, the Seller hereby agrees, for a period of two years from the Closing Date, not to directly or indirectly solicit or attempt to solicit, contact (including but not limited to communications using email, regular mail, express mail, telephone, fax, instant message, social media, or any other oral, written, or electronic transmission), attempt to contact, or meet with the Company's current or former (provided it has purchased a product from the Company within one year prior to the Closing Date) customers for the purpose of offering such customers any alternative provider for any SKU in which the Company is manufacturing and packaging in-house as of the Closing Date; provided, however, the Parties agree that if an event of default occurs under the Commission Agreement, subject to a 30 day cure period as set forth in the Commission Agreement, or any portion of the Consulting Fee is unpaid after such date that it is due, the non-circumvention described in this Section 2.5 shall become null and void and of no further force or effect. Notwithstanding anything to the contrary set forth above in this Section 2.5, the Seller is permitted to broker equipment, components, and new supplement manufacturing opportunities to the industry, subject only to restrictions set forth in the Commission Agreement.

2.6Retention of Cash and Accounts Receivable. The Parties understand that the Seller shall retain all of the cash in the Company's accounts as of the Closing Date, and that the Seller shall retain and be owed the total amount of the Company's accounts receivables and Finished Goods, net of accounts payable, as of the close of business on the Business Day immediately prior to the Closing Date, as set forth on Schedule 2.6 the "Closing AR Amount"). The Closing AR Amount is subject to adjustment based on a reconciliation of such accounts to be undertaken not more than three Business Days after the Closing Date. Any accounts receivables and Finished Goods amount retained by and owed to the Seller shall be paid promptly, and in no event more than five Business Days, after the date such payments are received by the Company.

2.7Sale of the Real Property. The Parties acknowledge and agree that the Buyer's purchase of all of the issued and outstanding membership interests of 4740 from the Seller (the "Real Property Sale") shall close on or before November 15, 2021. In connection with the Real Property Sale, on the Closing Date, the Buyer shall enter into the Purchase Agreement, the Lease Agreement and the Escrow Agreement. The Buyer shall also pay the Escrow Agent the Escrow Amount on the Closing Date. The Escrow Amount shall be held by the Escrow Agent pursuant to the terms and conditions of the Escrow Agreement. From the Closing Date until the closing of the Real Property Sale, the Buyer shall have use of the Real Property to operate the Business in accordance with and pursuant to the terms and conditions of the Lease Agreement.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller represents and warrants to the Buyer that each statement contained in this Article III is true and correct as of the Closing Date:

3.1Authority. The Seller has full power, authority and legal capacity to execute and deliver the Transaction Documents to which the Seller is a party and to perform the Seller's obligations thereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable against the Seller in accordance with the terms of this Agreement.

3.2Interest Ownership. The Seller owns of record and beneficially the Interests free and clear of any Encumbrance or restriction on transfer (other than any restriction under any securities Law). KAI 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 KAI to sell, transfer or otherwise dispose of any Interests. At the Closing, the Seller will have duly transferred to the Buyer all of the Interests, free and clear of any Encumbrance, and such Interests shall constitute 100% of the issued and outstanding ownership interests of KAI.

3.3Investment Intent. The Seller is acquiring the Shares to be received hereunder for his own account and not with a view to distribution of such Shares in violation of the Securities Act. Additionally, the Seller acknowledges that any resale of the Shares has not been and will not be registered under the Securities Act, or any state securities laws, and that the Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.

3.4Brokers' or Finders' Fees. Except as set forth on Schedule 3.4, the Seller has not engaged, and to the Seller's Knowledge, there are no brokers, finders or agents entitled to any fee, commission or related payments with respect to the Transactions for which the Buyer, KAI or the Company could be liable.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF KAI AND THE COMPANY

The Seller, KAI and the Company, jointly and severally, represents and warrants to the Buyer that each statement contained in this Article IV is true and correct as of the Closing Date:

4.1Organization and Corporate Power. Schedule 4.1 sets forth KAI's and the Company's jurisdiction of organization, the other jurisdictions in which each is qualified to do business, and each of its manager and officers. Neither KAI nor the Company is in violation of any of its Organizational Documents. Each of KAI and the Company is a limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of KAI and 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.

4.2Authority. KAI and the Company each has full corporate power and authority to execute and deliver this Agreement and each Transaction Document to which it is a party, and to perform its obligations hereunder and thereunder. The execution, delivery and performance by each of KAI and the Company of this Agreement and each Transaction Document to which it is a party has been duly authorized by the manager of KAI and the Company. This Agreement and each Transaction Document to which each of KAI and the Company is a party constitutes a valid and legally binding obligation of KAI and the Company, respectively, enforceable against KAI and the Company, respectively, in accordance with the terms thereof.

4.3Capitalization. All issued and outstanding membership interests of KAI are owned of record and beneficially by the Seller, and there are no other owners or holders of any membership interests of KAI. All issued and outstanding membership interests of the Company are owned of record and beneficially by KAI, and there are no other owners or holders of any membership interests of the

Company. All of the Interests have been duly authorized and are validly issued, fully paid and nonassessable. There are no outstanding securities convertible or exchangeable into membership interests of KAI or 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 KAI or the Company to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem membership interests of KAI or the Company. There is no outstanding profit participation or similar rights with respect to KAI or the Company.

4.4Brokers' or Finders' Fees. KAI has not engaged any brokers, finders or agents who are entitled to any fee, commission or related payments with respect to the Transactions for which the Buyer, KAI or the Company could be liable. Except as set forth on Schedule 4.4, the Company has not engaged, and to the Company's Knowledge, there are no brokers, finders or agents entitled to any fee, commission or related payments with respect to the Transactions for which the Buyer, KAI or the Company could be liable.

4.5Disclosure. The 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 KAI, the Company, the Seller or any Person acting on the Company's, KAI's or the Seller's 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 OF THE BUYER AND PARENT

The Buyer and Parent, jointly and severally, represent and warrant to the Seller that each statement contained in this Article V is true and correct as of the Closing Date:

5.1Organization 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.

5.2No 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.

5.3Independent Investigation. The Buyer has conducted its own independent investigation, review and analysis of the Business and the results of operations, prospects, condition (financial or otherwise) or assets of KAI and the Company, and acknowledges that it has been provided adequate

access to the personnel, properties, assets, premises, books and records, and other documents and data of KAI and the Company for such purpose. The Buyer acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the Transactions, the Buyer has relied solely upon its own investigation and the express representations and warranties of the Seller, KAI and the Company set forth in Article III and Article IV, respectively, of this Agreement (including the related portions of the Company's Schedules); and (b) none of the Seller, KAI, the Company or any other Person has made any representation or warranty as to the Seller, KAI, the Company or this Agreement, except as expressly set forth in Article III and Article IV of this Agreement (including the related portions of the Company's Schedules).

5.4Validity of the Buyer's Shares. Prior to the Closing, the Shares will have been duly authorized and, when issued in accordance with the terms of this Agreement, will be validly issued to and fully paid by the Seller free of any liens, claims or other encumbrances, except for restrictions on transfer provided for herein or under the Securities Act or other applicable securities laws.

5.5Litigation. There is no Proceeding pending or, to the Buyer's Knowledge, threatened or anticipated against the Buyer relating to, affecting, or otherwise delaying, interfering or preventing the Transaction. To the Buyer's Knowledge, no event has occurred, and no circumstance exists, that would reasonably be expected to give rise to or serve as a basis for the commencement of any such Proceeding.

5.6Brokers' or Finders' Fees. Except as set forth on Schedule 5.6, neither the Buyer or Parent has engaged, and to the Buyer's Knowledge, there are no brokers, finders or agents entitled to any fee, commission or related payments with respect to the Transactions for which the Buyer or Parent could be liable.

5.7Investment Intent. The Buyer is acquiring the Interests purchased hereunder for its own account and not with a view to distribution of such Interests in violation of the Securities Act.

5.8Disclosure. The Seller 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 the Buyer or Parent or any Person acting on the Buyer's or Parent's behalf, other than those expressly set forth in this Agreement (or any Schedule related thereto) and that they 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 VI

RESERVED

ARTICLE VII

POST-CLOSING COVENANTS

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

7.1Litigation 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 KAI, 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 reasonable out-of-pocket expenses related to such cooperation. Parent and the Buyer each

acknowledge that prior to the Closing KAI transferred or assigned all of its assets, other than its membership interests in the Company, to ASD Capital Group, LLC ("ASD"), an Affiliate of the Seller, and each Party agrees, upon request from ASD or the Seller, to furnish such further information, to execute and deliver such other documents, and to do such other acts and things, all as ASD or the Seller may reasonably request for the purpose of carrying out the intent of such transfer or assignment of KAI's assets.

7.2Transition. The 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 the Company from maintaining the same relationships with the Company after the Closing as it maintained prior to the Closing.

7.3Confidentiality. The Seller will maintain the confidentiality of the Confidential Information at all times, and will not, directly or indirectly, use any Confidential Information for his 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 the Seller or, to the Seller's Knowledge, breach by any other Person of a duty of confidentiality to the Buyer; or (b) the Seller is required to disclose by applicable Law; provided, however, that the 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, the Seller will turn over or return to the Buyer all Confidential Information in any form (including all copies and reproductions thereof) in their possession or control.

7.4Compliance with Laws. The Buyer and Parent 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.

7.5Consulting Services. For a period of 90 days following the Closing Date, the Seller shall provide customer and sales support services to the Company (the "Services"). In exchange for providing the Services, the Company or the Buyer shall pay the Seller $105,000 (the "Consulting Fee"), payable by wire transfer of immediately available funds to an account designated by the Seller as follows: (a) $25,000 on or before June 3, 2021; (b) $40,000 on or before July 1, 2021; and (c) $40,000 on or before August 2, 2021. If any part of the Consulting Fee is not paid to the Seller in accordance to the terms above, the Seller shall have the right to stop providing the Services until such time as the unpaid portion of the Consulting Fee is paid. If the unpaid portion of the Consulting Fee is not paid in full on or before August 2, 2021, then the Seller shall not be required to perform any of the Services, and the unpaid portion of the Consulting Fee shall remain due and payable to the Seller and shall be treated as an outstanding debt on the Company's balance sheet.

ARTICLE VIII

INDEMNIFICATION

8.1Indemnification by the Seller. After the Closing and subject to the other terms and conditions of this Article VIII, the Seller shall indemnify the Buyer against, and shall hold the Buyer harmless from and against, any and all Losses incurred or sustained by, or imposed upon, the Buyer based upon, arising out of, with respect to or by reason of:

(a)any Fraud on the part of the Seller; or

(b)any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Seller pursuant to this Agreement.

8.2Indemnification by the Buyer. After the Closing and subject to the other terms and conditions of this Article VIII, the Buyer and Parent, jointly and severally, shall indemnify the Seller against, and shall hold the Seller harmless from and against, any and all Losses incurred or sustained by, or imposed upon, the Seller based upon, arising out of, with respect to or by reason of:

(a)any inaccuracy in or breach of any of the representations or warranties of the Buyer and Parent contained in Article V of this Agreement; or

(b)any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Buyer or Parent pursuant to this Agreement.

8.3Survival and Time Limitations. All representations and warranties, covenants and agreements of the Buyer, Parent, KAI, the Company and the Seller, individually and collectively, in this Agreement will survive the Closing and shall remain in full force and effect until the date that is 12 months from the Closing Date, or such shorter time period as may be set forth in a particular representation, warranty or covenant. No Party will have any Liability under Section 8.1 or otherwise with respect to any Losses or claim by another Party or any Person claiming through or on behalf of such Party for any breach or inaccuracy of any representation, warranty, covenant or agreement in this Agreement or any other certificate or document delivered pursuant to this Agreement or otherwise unless the Party making a claim notifies the Party against whom such claims are being asserted in writing of such a claim on or before the date that is 12 months from the Closing.

8.4Limitations on Indemnification.

(a)No Party shall have any Liability with respect to the matters described in this Article VIII until the total of all Losses with respect to such matters exceeds $50,000 (the "Basket"), at which point such Party shall be obligated to indemnify for only Losses exceeding the Basket, subject to the Indemnification Cap.

(b)The Seller and his executors or heirs, collectively, shall not be liable to the Buyer, Parent, KAI, the Company or any Person claiming through, on behalf or for the benefit of the Buyer, Parent, KAI or the Company under this Article VIII or otherwise for any Losses, in the aggregate, exceeding the lesser of: (i) the Share Proceeds; or (ii) Five Million Dollars ($5,000,000) (the "Indemnification Cap").

(c)Notwithstanding anything in this Agreement to the contrary, any Losses under this Article VIII or otherwise that the Seller may be liable for shall be paid or satisfied exclusively with or from the Share Proceeds, subject to the Indemnification Cap.

(d)The Seller shall not be liable under this Article VIII or otherwise for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties of the Seller, KAI or the Company contained in this Agreement if the Buyer, Parent or their respective Representatives had Knowledge of such inaccuracy or breach prior to the Closing, or such inaccuracy or breach, or information regarding or relating thereto, was discoverable with minimal inquiry or effort during due diligence by the Buyer or Parent prior to the Closing.

(e)Losses payable by the Buyer or the Seller under this Article VIII shall not include indirect, consequential or other speculative damages, punitive damages, damages related to mental or emotional distress, exemplary damages, special damages or damages calculated as a multiple of earnings.

8.5Claims Against KAI. Following the Closing, the Seller may not assert, directly or indirectly, and hereby waives, any claim, whether for indemnification, contribution, subrogation or otherwise, against KAI 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. The Seller agrees not to make, directly or indirectly, and hereby waives, any claim for indemnification against KAI by reason of the fact that the Seller was a manager or a member of KAI (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 KAI against the Seller or any Affiliate thereof pursuant to this Agreement with respect to any act, omission, condition or event occurring prior to the Closing Date.

8.6Third-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.

(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 reasonable 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 unreasonably withheld, conditioned or delayed. 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 Indemnification 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 reasonable 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.

8.7Other Indemnification Matters. Any claim for indemnification under this Article VIII must be asserted by providing written notice, subject to the limitations set forth in Section 8.3, 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 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.

8.8Exclusive Remedy. Subject to Section 10.13, the Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims: (a) arising from Fraud on the part of a Party in connection with the transactions contemplated by this Agreement; or (b) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this Article VIII. In furtherance of the foregoing, except with respect to Section 10.13, each Party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other Parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in this Article VIII. Nothing in this Section 8.8 shall limit any Person's right to seek and obtain any equitable relief to which any Person shall be entitled pursuant to Section 10.13.

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:

9.1Tax Indemnification.

(a)The Seller shall pay and reimburse (to the extent not already paid) and indemnify KAI, the Buyer and its Affiliates and hold them harmless from and against Losses resulting from or attributable to all Taxes (or the non-payment thereof) of KAI for all Taxable periods ending on or before the Closing Date (the "Prior Tax Period"). The indemnification under this Section 9.1 shall be subject to the terms, conditions and limitations set forth in Article VIII. The Seller shall pay the Buyer, or KAI at the Buyer's instruction, for any additional Taxes that are the responsibility of the Seller pursuant to this Section 9.1 at least five days prior to payment of such amounts by the Buyer or KAI. 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)The Buyer and KAI agree to pay, reimburse, and indemnify the Seller and hold it harmless from and against Losses resulting from or attributable to all Taxes (or the non-payment thereof) of KAI for all Taxable periods ending after the Closing Date.

9.2Reserved.

9.3Tax 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 KAI for tax periods beginning before and ending after the Closing Date. If requested by the Seller, 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 shall be responsible for all Taxes relating to any Prior Tax Period. The Buyer shall be responsible for all Taxes for tax periods ending after the Closing Date.

9.4Cooperation on Tax Matters. The Buyer, KAI 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 (upon any other Party's request) 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 KAI will retain all books and records with respect to Tax matters pertinent to KAI 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.

9.5Certain 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 Buyer when due, and the Buyer will, at its own expense, file all necessary Tax Returns and other documentation with respect to all such Transfer Taxes, and if required by applicable Law, the Seller will, and will cause its Affiliates to, join in the execution of any such Tax Returns and other documentation.

ARTICLE X

MISCELLANEOUS

10.1No 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.

10.2Entire 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).

10.3Successors and Assigns. This Agreement will be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Neither Party may assign its rights or obligations hereunder without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed. No assignment shall relieve the assigning party of any of its obligations hereunder.

10.4Counterparts. 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 e-mail or other electronic means shall have the same effect as the delivery of manually signed documents in person.

10.5Notices. 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) sent by e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient; (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:

Kevin Thomas

3829 SE 21^st Place

Cape Coral, Florida 33904

Email: kevin@thomasbiz.net

If to the Buyer or Parent:

Alpine 4 Holdings, Inc.

2525 E Arizona Biltmore Circle, Suite C237

Phoenix, AZ 85016

Attn: Kent Wilson, CEO

Email: kwilson@alpine4.com

10.6Jurisdiction; Service of Process. EACH PARTY: (A) CONSENTS TO THE PERSONAL JURISDICTION OF ANY STATE COURT LOCATED IN COLLIER COUNTY FLORIDA AND THE US DISTRICT COURT FOR THE MIDDLE DISTRICT OF FLORIDA (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.

10.7Venue. 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 US DISTRICT COURT FOR THE MIDDLE DISTRICT OF FLORIDA OR THE COURTS OF THE STATE OF FLORIDA LOCATED IN THE COUNTY OF COLLIER FLORIDA, 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.

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

10.9Amendments 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.

10.10Severability. 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.

10.11Expenses. The Company and KAI will bear all expenses incurred by the Company and KAI or any Representative of the Company or KAI 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 and KAI prior to the Closing Date. The Seller will bear all expenses incurred by the Seller or any of his 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 before or on 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.

10.12Construction. 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. A reference to a

subsection without further reference to a Section is a reference to such subsection as contained in the same Section in which the reference appears, and this rule will also apply to paragraphs and other subdivisions. The terms "hereof," "herein," "hereunder," "hereby" and "herewith" and words of similar import will, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement;

10.13Specific 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.

10.14Further 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.

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

10.16Attorneys' Fees. The prevailing party(ies) in any Proceeding relating to the enforcement or interpretation of this Agreement may recover from the unsuccessful party(ies) all costs, expenses, and reasonable 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 reasonable attorney's fees.

10.17Conflict Waiver; Attorney-Client Privilege ARTICLE I.

(a)Each of the Parties hereto acknowledges and agrees, on its own behalf and on behalf of its directors, members, shareholders, partners, officers, employees and Affiliates, that:

(i)Bahnsen Legal Group, PLLC has acted as counsel to: (A) the Company; (B) KAI; and (C) the Seller and their Affiliates (collectively, the "Seller Group"), in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the Transactions. The Buyer agrees, and shall cause the Company and KAI to agree, that, following consummation of the Transactions, such representation and any prior representation of the Company or KAI by Bahnsen Legal Group, PLLC (or any successor) ("Seller Group Law Firm") shall not preclude Seller Group Law Firm from serving as counsel to the Seller Group or any manager, member, partner, officer or employee of the Seller Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the Transactions.

(ii)The Buyer shall not, and shall cause the Company and KAI not to, seek or have Seller Group Law Firm disqualified from any such representation based on the prior

representation of the Seller Group by Seller Group Law Firm. Each of the Parties hereto hereby consents thereto and waives any conflict of interest arising from such prior representation, and each of such parties shall cause any of its Affiliates to consent to waive any conflict of interest arising from such representation. Each of the Parties acknowledges that such consent and waiver is voluntary, that it has been carefully considered, and that the Parties have consulted with counsel or have been advised they should do so in connection herewith. The covenants, consent and waiver contained in this Section 10.17(a) shall not be deemed exclusive of any other rights to which Seller Group Law Firm is entitled whether pursuant to law, contract or otherwise.

(b)All communications between the Seller Group, on the one hand, and Seller Group Law Firm, on the other hand, relating to the negotiation, preparation, execution and delivery of this Agreement and the consummation of the Transactions (the "Privileged Communications") shall be deemed to be attorney-client privileged and the expectation of client confidence relating thereto shall belong solely to the Seller and shall not pass to or be claimed by the Buyer, KAI or the Company. Accordingly, the Buyer, KAI and the Company shall not have access to any Privileged Communications or to the files of Seller Group Law Firm relating to such engagement from and after Closing and may not use or rely on any Privileged Communications in any claim, dispute, action, suit or proceeding against or involving any of the Seller Group. Without limiting the generality of the foregoing, from and after the Closing: (i) the Seller (and not the Buyer, KAI or the Company) shall be the sole holder of the attorney-client privilege with respect to such engagement, and none of the Buyer, KAI or the Company shall be a holder thereof; (ii) to the extent that files of Seller Group Law Firm in respect of such engagement constitute property of the client, only the Seller (and not the Buyer, KAI or the Company) shall hold such property rights; and (iii) Seller Group Law Firm shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Buyer, KAI or the Company by reason of any attorney-client relationship between Seller Group Law Firm and KAI, the Seller and the Company or otherwise. Notwithstanding the foregoing, in the event that a dispute arises between the Buyer or its Affiliates (including KAI and the Company), on the one hand, and a third party other than any of the Seller Group, on the other hand, the Buyer and its Affiliates (including KAI and the Company) may assert the attorney-client privilege to prevent disclosure of confidential communications to such third party; provided, however, that neither the Buyer nor any of its Affiliates (including KAI and the Company) may waive such privilege without the prior written consent of the Seller, which consent shall not be unreasonably withheld, conditioned or delayed. In the event that the Buyer or any of its Affiliates (including KAI and the Company) is legally required by Order or otherwise legally required to access or obtain a copy of all or a portion of the Privileged Communications, to the extent: (A) permitted by applicable Law; and (B) advisable in the opinion of the Buyer's counsel, then the Buyer shall immediately (and, in any event, within two Business Days) notify the Seller in writing so that the Seller can seek a protective order.

(c)This Section 10.17 is intended for the benefit of, and shall be enforceable by, Seller Group Law Firm. This Section shall be irrevocable, and no term of this Section may be amended, waived or modified, without the prior written consent of Seller Group Law Firm.

(Signature Page Follows)

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

	BUYER:

	A4 Manufacturing, Inc.

	By:	/s/ Kent B. Wilson
		Kent B. Wilson, Chief Executive Officer

	PARENT:

	Alpine 4 Holdings, Inc.

	By:	/s/ Kent B. Wilson
		Kent B. Wilson, Chief Executive Officer

	SELLER:

		/s/ Kevin Thomas
		Kevin Thomas, an individual

	KAI:

	KAI Enterprises, LLC

	By:	/s/ Kevin Thomas
		Kevin Thomas, Managing Member

	COMPANY:

	Alternative Laboratories, LLC

	By:	/s/ Kevin Thomas
		Kevin Thomas, Manager

(Signature Page to Membership Interest Purchase Agreement)

COMMERCIAL LEASE AGREEMENT

THIS COMMERCIAL LEASE AGREEMENT (“Lease”) is made and entered into effective this 3rd day of May, 2020 (Effective Date”), by and between 4740 Cleveland LLC, a Florida limited liability company (hereinafter referred to as “Landlord”), and Alternative Laboratories LLC, a Delaware limited liability company, a wholly owned subsidiary of Alpine4 Holdings Inc.(hereinafter referred to as “Tenant”).

In consideration of their mutual covenants, and for good and valuable consideration, Tenant agrees to Lease from Landlord and Landlord agrees to Lease to Tenant as follows:

1.TRIPLE-NET LEASE; THE PREMISES. For the rent and upon the agreements contained in this Lease, Landlord leases to Tenant, and Tenant rents from Landlord, on a triple-net basis, the real property and improvements located at 4740 S. Cleveland Ave, Fort Myers, FL 33907 and, bearing Lee County Property Appraiser Strap ID No. STRAP: 02-45-24-P2-00600.0040, legally described in Exhibit “A” attached hereto (hereinafter referred to as the “Premises”). The Premises as referred to herein shall consist of an approximately 65,000 square foot reinforced concrete structure building (the “Building”) and its surrounding real property and improvements located at the above named address.

2.TERM AND COMMENCEMENT. The term of this Lease shall be for a period of Six (6) years (less 2 days) (the “Term”), unless sooner terminated as provided herein, and shall commence on the 3rd day of May, 2021 (hereinafter the “Commencement Date”) and shall terminate at midnight on the 30^th of April, 2027 (hereinafter the “Termination Date”). Tenant shall be entitled to move in and occupy the Premises pursuant to the terms of this Lease, upon payment of the initial month’s rent, as of Commencement Date.

3.RENEWAL OPTION. There is no renewal option granted to Tenant.

4.RENT AND SECURITY DEPOSIT.

(a)Base Rent. Base rent (hereinafter “Base Rent” or “Rent”) for the Lease shall be charged in the following amounts (in addition to the Tenant’s payment of Lee county property taxes and insurance on the Premises):

i.Rent for May 2021 – June 2021, payable in monthly installments of $40,833.33, plus applicable Florida sales tax.

ii.Rent for July 2021, $49,583.34, plus applicable sales tax.

iii.Rent for August 2021 – April 2027, payable in monthly installments of $58,333.33, plus applicable sales tax.

(b)Payment Schedule. Rent and applicable sales tax shall be paid monthly, on or before the first (1^st) day of each calendar month. Under no circumstance will an event of Force Majeure excuse Tenant’s obligations to make payments when due under this Agreement, unless such Force Majeure event results in a failure of the Federal Reserve wire system or other failure of the banking system that deprives Tenant access to otherwise

Landlord _______

Page 1 of 14

Tenant______

available funds. The Base Rent and applicable sales tax for the first month of the term is due on or before the Commencement Date. If the “Commencement Date” is other than the first day of the month, then Rent for the initial fraction of a month shall be apportioned on a per diem basis. A 5% late payment fee will be assessed within five (5) calendar days after the same shall become due and payable for all late payments of any kind. All checks returned for insufficient funds shall also be subject to an additional service charge of $75.00.

(c)Additional Rent. All sums due or payable by Tenant under this Lease for real property taxes and insurance of the Premises, in addition to Base Rent, shall be deemed “Additional Rent” subject to any applicable sales tax.

(d)Treatment of Excess monthly Rent paid upon sale of Premises to Tenant. Should Tenant and Landlord consummate a sale of the Premises to Tenant, any previously paid Base Rent covering dates subsequent to the date of closing of the sale shall be refunded to Tenant pro rata to the total number of days corresponding to that Base Rent payment.

(e)Security Deposit and Last Month’s Rent. Concurrently with the Payment of the August 2021 Base Rent, Tenant shall pay to Landlord the additional sum of $58,333.33 as a security deposit (“Security Deposit”) for Tenant’s faithful performance of this Lease, and in addition Tenant shall pay a last month rent to Landlord in the sum of $58,333.33 plus sales tax thereon, for eventual use as Base Rent for April 2027

5.SERVICES, TAXES, INSURANCE AND INDEMNITY.

(a)Tenant shall be responsible for the direct payment of all electric, water, sewer, cable, telephone, utilities and associated expenses for the operation and maintenance of the Premises, for Lee County property taxes on the Premises, and for insurance compliant with Article 5(b) hereof, and including without limitation Lee County tangible personal property taxes associated with Tenant’s business at the Premises. Tenant shall make all payments directly to the applicable provider of relevant government or private entity. In as much as Landlord is the recipient of any invoices or billing statements, the cost of which is to be paid by Tenant pursuant to the Terms of this Lease, Landlord shall provide such invoices and/or billing statements to Tenant pursuant to the Terms of this Lease, within ten (10) days of receipt, and, where possible, arrange to have such invoices and/or billing statements sent directly to Tenant or to have the associated account transferred into Tenant’s name.

(b)At all times during the Term, Tenant shall, at Tenant’s own expense, keep in full force and effect, insurance policies providing the following coverage:

i.All risk property damage insurance, including fire, windstorm, extended coverage, vandalism, and malicious theft on the Premises and any leasehold improvement, in an amount not less that the full replacement cost, naming Landlord as loss payee;

ii.Workers compensation insurance coverage for each and every employee, principal, officer, representative, or agent of Tenant at the statutory rate and amount required by Florida law.

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iii.Commercial automobile Liability insurance covering owned, non-owned, leased, hired or borrowed vehicles operated in connection with Tenant’s business, in an amount not less than $1,000,000.00 combined single limit bodily injury and property damage per incident, and name Landlord as an additional insured.

iv.Commercial general liability insurance, to include bodily injury and contractual liability, with limits of liability of not less than $1,000,000.00 per occurrence, and $3,000,000.00 in the aggregate, naming Landlord as an additional insured.

(c)All insurance policies must include a provision providing the Landlord, as additional insured, a minimum of thirty (30) days written notice prior to cancellation of the policy. Failure of the Tenant to keep in full force and effect, the insurance policies required by this Lease, shall constitute a default under this Lease.

(d)Tenant shall defend, hold harmless and indemnify Landlord from and against any and all loss, cost, damage or expense, including attorney’s fees (including on appeal), of any nature whatsoever arising out of or in connection with the use or occupancy of the Premises by Tenant, the materials or things maintained or kept by Tenant, its agents, employees, guests, invitees and contractors, in or on the Premises, arising, or alleged to have arisen out of, the act(s) or omission(s) of Tenant’s officers, agents, employees, guests, invitees and contractors.

6.USE. The Premises shall be used only as a nutritional-supplement or cosmetic or food or pharmaceutical manufacturing and packaging facility and office space for Tenant and for the purpose of manufacturing, shipping, storing, receiving, and selling (other than retail) products materials and merchandise made or distributed by Tenant, and not otherwise, provided such usage does not void or increase Landlord’s insurance premiums, or violate any applicable law, declarations and covenants, and zoning regulations. Tenant shall keep the Premises in a clean, sanitary and safe condition in accordance with the laws of the state of Florida, including all environmental laws, and in accordance with all directions, rules, regulations of the health officer, fire marshal, building inspector or other proper officers of the governmental agencies having jurisdiction, at the sole cost and expense of the Tenant, and Tenant shall comply with all requirements of law, ordinance, order, regulation or otherwise, affecting the Premises. Tenant shall park only in accordance with any applicable zoning, traffic or other ordinances. Tenant agrees that Tenant shall not knowingly commit any act that will cause either Tenant or Landlord to be in noncompliance with the zoning ordinances of the County of Collier, State of Florida or other applicable declarations, covenants, or rules and regulations. At the expiration of the tenancy created hereunder, Tenant shall surrender the Premises in as good condition and repair as existed as of the Commencement Date, excepting reasonable wear and tear.

(a)Tenant’s Due Diligence Acknowledgement. Tenant is experienced, and/or has engaged expert advisors experienced in the evaluation of the Premises contemplated hereunder. Tenant agrees to accept the Premises in the condition they are in on the Effective Date based upon its own inspection, examination and determination with respect thereto as to all matters, including the suitability of the

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Premises for Tenant’s intended purposes, and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to Landlord, except as expressly set forth in this Agreement, and Tenant agrees that, except for the representations and warranties contained therein, the Premises are being transferred to Tenant on a “AS IS” basis.

7.ASSIGNMENT AND SUBLEASING. Tenant shall not assign or in any manner transfer this Lease or any estate or interest therein, by operation of law or otherwise, or sublet the Premises or any part thereof, or grant any license concession or other right of occupancy of any portion of the Premises.

8.REPAIR AND MAINTENANCE BY TENANT. Tenant shall, at its sole cost and expense, be responsible for the maintenance and repair of the Premises, including the interior and exterior of the Premises, and the HVAC systems as further described in paragraph 8 (a), unless attributable to the gross negligence, recklessness or willful misconduct of Landlord, its agents, employees or contractors in terms of any relevant act(s) or omissions(s). Notwithstanding the foregoing, Landlord shall use its best efforts to have any and all warranties on the Building components honored for repairs to the Building. Tenant must keep the Premises in a clean, sanitary and safe condition at all times.

(a)Tenant shall be responsible for contracting with a licensed HVAC contractor to perform maintenance at a minimum of semi-annually. Additionally, Tenant shall be responsible for the cost of any repair and/or replacement of the HVAC system. Landlord represents and warrants that, as of the Commencement Date, the HVAC system is in good condition and repair. Tenant shall provide a copy of the HVAC maintenance contract to Landlord at the start of each Lease Year. For purposes of this section, “Lease Year” is defined as May 1st of the current year, through April 31st of the following year. Tenant shall also provide a copy of all estimates and invoices for repairs and/or replacement of the HVAC, and all maintenance records to Landlord immediately upon receipt of same.

(b)Tenant covenants and agrees to store all trash and refuse in appropriate containers within the Premises and to attend to the proper disposal thereof in strict compliance with rules and regulations imposed by Landlord, and all local, state, and federal government laws and regulations.

(c)Tenant covenants and agrees to keep, maintain, repair and operate the Premises in a careful, safe, clean and proper manner in strict compliance with local, state, and federal government regulations.

9.ALTERATIONS, CHANGES, AND TENANT IMPROVEMENTS.

(a)Tenant covenants and agrees that Tenant has inspected the Premises and accepts said Premises in its current “As Is” condition. Landlord shall be under no obligation to perform any improvements thereon.

(b)If the Tenant shall seek to make any improvements to the Premises in excess of $15,000.00, or affecting the electrical, plumbing and/or mechanical systems of the Building, then such improvements shall require Landlord’s prior written consent, which

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shall not be unreasonably withheld, conditioned or delayed. If pre-approval by Landlord is required hereunder, then Tenant shall first submit to Landlord a description of the proposed project and the estimated costs, as well as all plans and specifications for the same. Landlord shall then have twenty (20) business days to review the information and approve or deny, accordingly. Tenant shall make any alterations, changes and/or improvements contemplated hereunder in a good and workmanlike manner, and shall comply with all applicable laws, rules and regulations, including obtaining all necessary permits and approvals for the work, and shall, prior to the making of any alterations, changes or improvements, assure Landlord that payment for the same will be made by Tenant. Any alterations, changes or improvements not requiring Landlord’s prior written approval as set forth herein shall likewise be made in a good and workmanlike manner, and shall comply with all applicable laws, rules and regulations, including obtaining all necessary permits and approvals for the work.

(c)Tenant agrees to let no construction lien attach to the Premises, and hereby completely and fully indemnifies Landlord against any construction lien or other lien or clams in connection with the making of any such alterations, changes and improvements. Pursuant to Florida Statutes §713.10, it is the intent of Landlord and Tenant hereto that Landlord’s interest in the Premises shall not be subject to any liens filed because of or arising from Tenant’s failure to make payments in connection with any buildings or improvements installed or constructed on the Premises. Failure of the Tenant to comply shall constitute a default under this Lease.

(d)Tenant shall have the right at all times to install Tenant’s shelves, bins, machinery, air-conditioning or heating equipment, and trade fixtures, provided Tenant complies with all applicable laws, rules and regulations, including obtaining all necessary permits as stated in Article 9(b) above.

10.RETURN OF PREMISES TO ORIGINAL CONDITION. Tenant recognizes the unique nature of the building and the unique use of the Premises by the Tenant in the conduct of Tenant’s activities during the term of the Lease may potentially render the Premises unleasable to a subsequent tenant without substantial modifications and improvements. Accordingly, Tenant covenants and agrees that all such alterations, additions and improvements made by Tenant to the Premises shall be removed by Tenant, at Tenant’s expense, at the termination of this Lease. If Tenant fails to return the Premises to as reasonably close to the original condition as received, reasonable wear and tear and loss by fire or other casualty excepted, within fifteen (15) days after the termination of this Lease, then Landlord, at its option, may incur the cost to return the premises to original condition, reasonable wear and tear and loss by fire or other casualty excepted, and bill Tenant for such costs or keep the improvements without compensation to Tenant and work with the subsequent tenant to modify the Premises to its subsequent use.

11.TENANT’S POSSESSION AND QUIET ENJOYMENT. Landlord hereby covenants and agrees that if Tenant shall promptly and faithfully perform all of the covenants and agreements herein stipulated to be performed on Tenant’s part, then Tenant shall at all times during said term have the peaceable and quiet enjoyment and possession of said Premises without hindrance or claim from Landlord or any persons or party claiming said Premises by, through or under the Landlord, except as otherwise provided herein.

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12.WAIVER. Landlord’s failure to declare an event of default immediately upon its occurrence, or any delay by Landlord in enforcing any remedy herein provided upon an event of default, shall not constitute a waiver of such default. No waiver by Landlord of any default or breach of any term, covenant, or condition, agreement, provision or stipulation herein contained shall be treated as a waiver of any subsequent default or breach of the same of any other term, condition, covenant, agreement, provision, or stipulation hereof. The rights and remedies of the Landlord hereunder shall be cumulative and in addition to any other right afforded by law. The exercise of any right or remedy shall not impair Landlord’s right to any other remedy.

13.SIGNAGE. Tenant may, at Tenant's expense, subject to Landlord’s prior review and written approval of applicable design plans, install interior and exterior signage at the Premises. Regardless of approval by Landlord, signage must be in strict compliance with all applicable laws, rules and regulations, including obtaining all necessary permits. The location of any signage must be approved by Landlord in its sole discretion. All signage installation and removal costs shall be borne by Tenant. Other than as expressly provided for herein, Tenant is not permitted to erect any signs in, on or around the Premises, including any exterior signage on the Building, without the prior written approval of Landlord. Landlord may condition its approval of any additional signage upon the payment by Tenant of additional fees, costs, increase in rentals or other sums determined by Landlord in its sole and absolute discretion.

14.HOLDING OVER. If Tenant shall remain in possession of all or any part of the Premises after the expiration of the term of this Lease, then Tenant shall be deemed a Tenant of the Premises from month to month, subject to all terms and conditions of the within Lease which are not inconsistent with such month to month tenancy, and the monthly rental amount due under the month to month tenancy shall be one and one-half the amount of the April 2027 Base Rent paid under this Lease. Nothing herein shall excuse any unauthorized holding over or waive any liability therefore.

15.DEFAULT.

(a)Each of the following events shall result in a default by Tenant, and if not timely cured as provided below, a breach of this Lease:

i.If Tenant or guarantor shall file a petition in bankruptcy or insolvency or for reorganization or arrangement under the bankruptcy laws of the United States or any insolvency act of any state or shall make an assignment for the benefit of creditors.

ii.If involuntary proceedings under any such bankruptcy law or insolvency act or for the dissolution of a corporation shall be instituted against Tenant; or if a receiver or trustee shall be appointed for all or substantially all of the property of Tenant and such proceedings shall not be dismissed, or such receivership or trusteeship vacated within ninety (90) days after such institution or appointment.

iii.If Tenant shall fail to timely pay Landlord Base Rent, or fail to pay Additional Rent, within five (5) days after the same shall become due and payable and such failure continues for ten (10) days of such failure of payment; provided, however, such grace period will be required of Landlord only two (2) times during

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any calendar year, and event of default will immediately occur upon the third (3^rd) failure by Tenant to make a timely payment as aforesaid within that calendar year.

iv.If Tenant shall fail to perform any of the other agreements, terms, covenants, or conditions hereof on Tenant’s part to be performed and such nonperformance shall continue after notice for the period within which performance is required to be made by specific provision of this Lease, or if no such period is so provided for a period of thirty (30) days after notice thereof by Landlord to Tenant, or if such performance cannot be reasonably had within such 30-day period, Tenant shall not in good faith have commenced such performance within such 30-day period and shall not diligently proceed therewith to completion.

v.Tenant shall do or permit to be done anything which creates a lien on the Premises.

If any of the above-described events shall occur, Tenant shall be deemed to be in default and breach of this Lease, without any further notice or opportunity to cure provided by Landlord, whereupon Landlord may accelerate all rents, and cancel and terminate this Lease, including any associated rights of first refusal and any contract to purchase the Premises, and Tenant shall have no further interest or rights hereunder. Landlord and Tenant agree that each has a duty to mitigate damages, and covenants that it will use commercially reasonable efforts to minimize any damages it may incur as a result of the other's performance or non-performance of the Agreement.(b) Landlord may, at its option, but shall not be obligated to, make any payment or perform any act required of Tenant herein to comply with any agreement, term, covenant, or condition required hereby to be performed by Tenant, and the amount so paid, or so incurred in performing any such act, together with interest thereon at the highest rate allowed by Florida law from the date of such payment by Landlord, shall be deemed to be additional rent hereunder payable by Tenant and collectible as such by Landlord with the next succeeding monthly installment of rent.

(c) The failure of Landlord to insist upon a strict performance of any of the agreements, terms, covenants, and conditions hereof shall not be deemed a waiver of any rights or remedies that Landlord may have and shall not be deemed a waiver of any subsequent breach or default in any of such agreements, terms, covenants, and conditions.

(d) Notwithstanding anything to the contrary in the Lease, if Landlord breaches any covenant warranty, term or obligation under this Lease, then Landlord’s failure to cure the breach or its failure to commence, within thirty (30) days after Landlord’s receipt of written notice from Tenant regarding Landlord’s default, a good-faith effort to cure such breach, will be considered a default of this Lease and will entitle Tenant to either terminate this Lease or cure the default and make the necessary repairs, with any expense incurred by Tenant to be reimbursed by Landlord promptly upon notice of the repairs and expenses incurred; provided, however, if such performance cannot be reasonably had within such 30-day period, Landlord shall not be in default if Landlord in good faith has commenced such performance within such 30-day period and diligently proceeds therewith to completion.

16.HAZARDOUS SUBSTANCES.

(a)Definition. The term “Hazardous Substances,” as used in this Lease, shall include, without limitation: flammables, explosives, radioactive materials, asbestos,

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polychlorinated biphenyls (PCBs), chemicals know to cause cancer or reproductive toxicity, pollutants, contaminants, hazardous wastes, toxic substances or related materials, petroleum and petroleum products, and substances declared to be hazardous or toxic under any law or regulation now or hereafter enacted or promulgated by any governmental authority.

(b)Prohibitions. Tenant shall not cause nor permit to occur any violation of any federal, state, or local law, ordinance, or regulation now or hereafter enacted, related to environmental conditions on, under or about the Premises arising from Tenant’s use or occupancy therein, including but not limited to, soil and ground water conditions, nor shall Tenant cause or permit the use, generation, release, manufacture, refinement, production, processing, storage or disposal of any Hazardous Substance without Landlord’s prior written consent, which consent may be withdrawn, conditioned, or modified by Landlord in its sole and absolute discretion; provided, however, Tenant may store and use Hazardous Substances of such types and in such amounts as are reasonable and customary in connection with the permitted use as long as Tenant fully complies with all applicable laws governing such storage and use.

(c)Indemnity and Release. Tenant shall indemnify, save, defend and hold Landlord, its respective officers, directors, beneficiaries, shareholders, partners, agents and employees harmless from all fines, suits, procedures, claims, and actions of every kind, and all costs associated therewith including attorneys’ and consultants’ fees, arising out of the use, generation, storage, treatment, disposal, or release of Hazardous Substances on the Premises; provided, however, that such did not result, directly or indirectly, wholly or in part, from the acts or omissions of Landlord, its employees, agents, or contractors.

(d)The indemnity provisions contained herein shall survive the expiration or earlier termination of this Lease.

17. FLORIDA LAW GOVERNS. This lease and the rights and obligations of the parties hereunder shall be construed in accordance with the laws of the state of Florida and venue for any judicial proceeding concerning the Commercial Lease shall lie in the Twentieth Judicial Circuit, in Lee County, Florida.

18.ATTORNEY’S FEES AND COURT COSTS. Should any litigation or other enforcement efforts commence as a result of this Lease, the prevailing party shall be entitled to recover reasonable attorneys’ fees and costs from the non-prevailing party, including reasonable attorneys’ fees, and costs incurred on appeal and in aid of collection or execution of any order or judgment, and all attorneys’ fees and costs incurred in collecting attorneys’ fees and costs. Tenant agrees to waive all rights to a jury trial in the event of any disputes arising as a result of this Lease.

19.NOTICE. Any notice required or permitted to be given or served under this Lease or in connection with any proceeding or action growing out of this Lease or of the tenancy therefrom, shall be deemed to be sufficiently given or served, if mailed by registered or certified mail, postage prepaid and addressed as follows:

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If to Landlord, at:4740 Cleveland LLC

Attention: Kevin Thomas

3829 SE 21st Place

Cape Coral, Florida 33904

Phone: (239) 253-6777

Email: Kevin@alternativelabs.com

If to Tenant, at:Alpine 4 Holdings, Inc.

2525 E Arizona Biltmore Circle, Suite C237

Phoenix, AZ 85016

Attn: Kent Wilson, CEO

Phone: 855-777-0077 Ext 801

Email: kwilson@alpine4.com

Either party or may designate a different address of a different person for the sending of notices by complying with the provisions of this section.

20.SUCCESSORS AND ASSIGNS. The terms, covenants and conditions contained in this Lease shall bind and inure to the benefit of Landlord and Tenant and their respective successors and, except as otherwise provided herein, their heirs, legal representatives, distributees and assigns. However, nothing contained herein shall be deemed to allow or consent to any assignment or subletting by Tenant, except as otherwise provided herein.

21.LANDLORD’S RELEASE FROM LIABILITY UPON SALE OF PREMISES. The term “Landlord” in this Lease means only the owner or the mortgagee in possession of the Premises at the time the determination is made, so that in the event of any sale or sales of said Premises or the Lease, all persons, (including the signature Landlord hereof) who are in the status of landlord(s) prior to such sale or Lease shall be entirely freed and relieved of all promises and obligations on the part of the Landlord hereunder on the date of such sale or transfer, and it shall be deemed and construed without further agreement between the parties or their successors in interest, or between the parties and the purchaser, that the purchaser or the successors in interest of the land and improvements has assumed and agreed to carry out any and all covenants and obligations of the Landlord hereunder. In the event of such sale or transfer, Tenant hereby agrees to attorn unto the new owner. Tenant shall be bound to purchaser or successor in interest under all the terms of the Lease for the balance of the term thereof remaining with the same force and effect as if purchaser or successor in interest was landlord under the Lease, and attornment shall be effective and self-operative, without the execution of any further instrument on the part of any party hereto, immediately upon purchaser or successor in interest succeeding to the interest of the Landlord under the Lease.

22.SUBORDINATION. This Lease shall be subject and subordinate at all times to the liens of all present and future mortgages, rents, and encumbrances placed upon the Premises; provided that Landlord shall cause any current or future holder of any mortgage encumbering the Premises to execute and deliver to Tenant a commercially reasonable agreement in recordable form confirming the foregoing subordination of this Lease and providing that it will (i) recognize this Lease, Tenant’s use and occupancy of the Premises and all of Tenant’s rights hereunder, and

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(ii) not disturb Tenant’s possession of the Premises in the event of foreclosure or the exercise of any other right or remedy, for so long as Tenant is not in default hereunder beyond the expiration of all applicable grace, notice and cure periods (an “SNDA”). No further instrument or act by Tenant shall be necessary to effectuate such subordination; however, Tenant shall execute and deliver the SNDA upon demand of Landlord or any such mortgagee, proposed mortgagee, or other person. Landlord shall obtain and provide Tenant the SNDA within fifteen (15) days after the Effective Date with respect to any current mortgages or other security interest encumbering or affecting the Premises, otherwise, then Tenant shall have the option to terminate this Lease fifteen (15) days after giving written notice to Landlord.

23.ESTOPPEL CERTIFICATE. Tenant agrees to execute, acknowledge and deliver to Landlord, within twenty (20) days after the request of Landlord at any time during the Lease Term, a statement in writing certifying:

(a)That this Lease is unmodified and in full force and effect, or if there have been modifications, that this Lease is in full force and effect as modified and stating such modifications;

(b) The dates to which Base Rent and other charges due to Landlord hereunder, have been paid by Tenant;

(c)Whether or not, to Tenant’s actual knowledge, Landlord is in default in the performance of any of its obligations under this Lease, if any, and if so, the detailed nature of any such default.

(d)The terms of this Lease; and

(e)Such other matters as Landlord may reasonably require

24.LANDLORD’S RIGHT OF ENTRY. Landlord and its authorized agents shall have the right to enter the Premises during normal working hours, upon not less than 24 hours’ notice to Tenant (except in the case of an emergency), for the following purposes: (a) inspecting the general condition and state of repair of the Premises; (b) making repairs required of Landlord; (c) showing the Premises to any prospective Tenant (if an event of default has occurred or within the last 6 months of the Lease) or purchaser; or (d) showing the Building for any other legal or reasonable purpose. Landlord shall have the right to erect “FOR LEASE” or “FOR SALE” signs on the Premises at any time during the last six (6) months of the term of this Lease.

25.DAMAGE OR DESTRUCTION. If the Premises shall be damaged or destroyed by fire, the elements, unavoidable accidents, or other casualty, whereby the Premises are rendered substantially or wholly untenantable, Landlord may, at its option cause such damage to be properly repaired, and the Base Rent and Additional Rent shall meanwhile be abated during such repairs, or Landlord may terminate the Lease. In addition, if any damage cannot be repaired within one hundred eighty (180) days of said occurrence, then Landlord and Tenant shall each have the option of terminating this Lease in writing, whereby after all Base Rent, Additional Rent, and additional charges hereunder shall have been paid to the date of damage, there shall be no further liability upon either party. If the Premises shall be so damaged or destroyed as to not rendered the Premises substantially or wholly untenantable, then Landlord shall cause such damage to be properly repaired and Tenant shall be entitled to a temporary or equitable reduction in Base Rent and

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Additional Rent during the repair period following such damage or destruction via an abatement of Rent for such portion of the Premises that is damaged and unusable by Tenant in a manner reasonably comparable to the use of such space prior to the casualty. Notwithstanding the foregoing. Tenant agrees and acknowledges that Landlord’s responsibility to make the foregoing repairs is specifically limited to those portions of the Premises existing on the Effective Date and shall not apply to any improvements or alterations made to the Premises by the Tenant, Landlord or any other party after the Effective Date. In addition, notwithstanding anything contained in this section to the contrary, Tenant agrees and acknowledges that Landlord’s responsibility to make the repairs above is specifically limited to the amount of insurance proceeds, if any, actually recovered by Landlord.

26.EMINENT DOMAIN. In the event that the Premises or any part thereof shall at any time after the execution of this Lease be taken for public or quasi-public use or condemned under eminent domain, Tenant shall not be entitled to claim, or have paid to the Tenant any compensation for damages whatsoever for or on account of any loss, injury, damage or taking of any right, interest, or estate of the Tenant in or to said property, in which event Tenant, upon request of Landlord so to do, will execute any and all releases or other documents as shall be required by such public or quasi-public authority. However, nothing herein contained shall be construed to prevent the Tenant from asserting against the condemn or any separate and independent claims for damages occurring by reason of said condemnation including, but not limited to, personal property, business, goodwill, cost of removing equipment, moving expenses, or loss of future profits. In the case of any such taking or condemnation referred to in this paragraph, then if and when there is an actual taking of physical possession of the Premises or of any part thereof in excess of Fifty Percent (50%) of the total floor areas thereof or such amount that would prevent or materially interfere with the use of the Premises for the purposes then being used, then either the Landlord or the Tenant may cancel and terminate this Lease as to the whole of the Premises by giving notice to the other party within sixty (60) days after such an actual taking of physical possession. If this Lease is not terminated as above provided for following any of said actual takings, then the Landlord shall repair the Building at its own expense; provided, however, that Landlord’s obligation to repair shall be limited to the amount of award actually received by it for such taking. In the event of a partial taking of the Premises, a proportionate allowance shall be made in the Rent based on the proportion of the Premises remaining as compared to the original Premises effective when the physical taking of the portion of the Premises occurs.

27.SURRENDER. On the last day of the Term of this Lease, or on the sooner termination thereof, Tenant shall peaceably surrender the Premises in good condition and repair as required by this Lease, ordinary wear and tear excepted. On or before the last day of the Term of this Lease or the sooner termination thereof, Tenant shall at its expense remove all of its office furnishings, equipment, supplies and other personal property, and any other property not removed shall be deemed abandoned. If the Premises is not surrendered at the end of the Term or the sooner termination thereof, Tenant shall indemnify Landlord against loss or liability resulting from delay by Tenant in so surrendering the Premises, including, but without limitation to, any claims made by any succeeding tenant founded on such delay. Tenant shall promptly upon surrender deliver all keys for the Premises to Landlord at the place then fixed for payment of rent.

28.GENERAL. Nothing contained herein shall be deemed or construed by the parties hereto, nor by any third party, as creating the relationship of principal and agent, or of partnership, or of joint venture between the parties hereto, the sole relationship being that of Landlord and Tenant. Wherever herein the singular number is used, the same shall include the plural, and the

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masculine gender shall include the feminine and neuter genders. One or more waivers of any covenant or condition by Landlord shall not be construed as a waiver of a subsequent breach of the same covenant or condition, and the consent or approval by the Landlord to or of any act by Tenant requiring Landlord’s consent of approval shall not be deemed to waiver or render unnecessary Landlord’s consent or approval to or of any subsequent similar act by Tenant. No waiver of any said terms, provisions, covenants, rules and regulations shall be valid unless it shall be in writing signed by the Landlord. The topical headings of the several sections are for convenience only and do not define, limit or construe the contents of such paragraphs or causes therein. All preliminary negotiations are merged into and incorporated in this Lease. This Lease can only be modified or amended by an agreement in writing signed by the parties hereto.

29.RADON GAS. Florida Statutes Section 404.056(8) requires the following statement to be included in this Lease: Radon is naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county health department.

30.INVALIDITY OF PARTICULAR PROVISIONS. If any covenant, agreement or condition of this Lease or the application thereof to any person, firm or corporation, or to any circumstance, shall to any extent be invalid or unenforceable, the remainder of this Lease, or the application of such covenant, agreement or condition to persons, firms, or corporations, or to circumstances other than those as to which it is invalid or enforceable, shall not be affected thereby. Each covenant, agreement or condition of this Lease shall be valid and enforceable to the fullest extent permitted by law.

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IN WITNESS WHEREOF, the parties hereto have executed this Lease the day and year first above written.

LANDLORD:		TENANT:
4740 S. Cleveland LLC, a Florida limited liability company		Alternative Laboratories, a Delaware limited liability company

By:	/s/ Kevin Thomas	By:	/s/ Kent B. Wilson
	Kevin Thomas, Authorized Member		Kent Wilson,
			CEO of Alternative Laboratories LLC

Witness #1 as to Landlord:		Witness #1 as to Tenant:

By:	/s/	By:	/s/
Print Name:		Print Name:


Witness #2 as to Landlord:		Witness #2 as to Tenant:

By:	/s/	By:	/s/
Print Name:		Print Name:

Landlord _______

Page 13 of 14

Tenant______

EXHIBIT A

Legal Description:

Lot 4, FORT MYERS HOUSE AND HOME CENTER, according to the plat thereof as filed in Plat Book 34, page 49 of the Public Records of Lee County, Florida.

Landlord _______

Page 14 of 14

Tenant______

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A


Contract Date:	May 3, 2021
Escrowor:	Alpine4 Holdings Inc
Escrowee:	Kevin Thomas
Property:	4740 S. Cleveland Ave, Fort Myers, 33907
Escrow Agent:	Cona Law PLLC
Escrow Deposit Amount:	$1,400,000.00

ESCROWOR:		ESCROWEE:


/s/ Kent Wilson		/s/ Kevin J. Thomas
Alpine4 Holdings Inc		Kevin J. Thomas
Kent Wilson, CEO



ESCROW AGENT:
Cona Law PLLC

By:	/s/

Exhibit Number		Description
10.1		Membership Interest Purchase Agreement
10.2		Commission Agreement
10.3		Escrow Agreement
10.4		Lease Agreement
10.5		Purchase Agreement
99		Press Release

Alpine 4 Holdings, Inc.



By:	/s/ Kent B. Wilson
	Kent B. Wilson
	Chief Executive Officer, President
	(Principal Executive Officer)

		Alternative Laboratories LLC

	By:	/s/ Kent B. Wilson

Date:			May 4, 2021

			ASD Capital Group LLC

By:			/s/ Kevin J. Thomas
			Kevin J. Thomas Managing Member

Date:			May 4, 2021


			/s/ Kevin J. Thomas
			Kevin J. Thomas

Date:			May 4, 2021

	BUYER:

	A4 Manufacturing, Inc.


	By:
		Kent B. Wilson, Chief Executive Officer


	PARENT:

	Alpine 4 Holdings, Inc.


	By:
		Kent B. Wilson, Chief Executive Officer


	SELLER:


		Kevin Thomas, an individual



	COMPANY:

	4740 Cleveland, LLC


	By:
		Kevin Thomas, Manager