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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________

 

FORM 8-K

___________

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) November 29, 2021

 

 

Alpine 4 Holdings, Inc.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

 

 

 

 

 

 

Delaware

 

000-55205

 

 46-5482689

(STATE OR OTHER JURISDICTION OF

INCORPORATION OR ORGANIZATION)

 

(COMMISSION FILE NO.)

 

(IRS EMPLOYEE IDENTIFICATION NO.)

 

2525 E Arizona Biltmore Circle, Suite 237

Phoenix, AZ

85016

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

 

480-702-2431 

(ISSUER TELEPHONE NUMBER)

 

(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐ Written communications pursuant to Rule 425 under the Securities Act

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock

ALPP

The Nasdaq Stock Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒        


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒


 

 

Item 1.01Entry into a Material Definitive Agreement. 

Item 2.01Completion of Acquisition or Disposition of Assets. 

Item 3.02 Unregistered Sales of Equity Securities. 

Item 8.01 Other Information. 

 

Merger Between ALPP Acquisition Corporation 3, Inc., and ElecJet Corp.

 

On Monday, November 29, 2021, Alpine 4 Holdings, Inc., a Delaware corporation (the “Company”), and a newly formed and wholly owned subsidiary of the Company named ALPP Acquisition Corporation 3, Inc. a Delaware corporation (“Merger Sub”), entered into a merger agreement (the “Agreement”) with ElecJet Corp., a Delaware corporation (“ElecJet”) and the three shareholders of ElecJet, Samuel Gong (“Gong”), Wade Lin (“Lin”), and John Doricko (“Doricko,” and collectively with Gong and Lin, the “Securityholders”).  Pursuant to the Agreement, Merger Sub merged with and into ElecJet (the “Merger”).

 

On November 22, 2021, the Company created Merger Sub and became its sole shareholder. Merger Sub was created solely for the purpose of the Merger.

 

Merger Agreement

 

Pursuant to the Agreement, the Merger of Merger Sub with and into ElecJet was structured as a reverse triangular merger and was intended to qualify as a tax-free reorganization.  Under the Agreement, ElecJet would be the surviving entity (the “Surviving Corporation”).

 

The Board of Directors of the Company and of Merger Sub determined that the Merger would be in the best interests of the Company and Merger Sub and their respective shareholders.  

 

The Board of Directors of ElecJet determined it to be in the best interests of ElecJet and its shareholders to enter into the Agreement and recommended the Merger to the ElecJet shareholders.  

 

To close the Merger, ElecJet was required to seek and receive approval from its shareholders. Pursuant to the Agreement, one of the closing conditions was that ElecJet was required to receive approval from the holders of at least 80% of the ElecJet Shares.  The three Securityholders together held 100% of the outstanding ElecJet shares, and approval was received.

 

Pursuant to the Agreement, the Merger will become effective when all of the closing conditions set forth in the Agreement have been met or waived by the applicable party and the Certificate of Merger has been filed with the Delaware Secretary of State (the “Effective Time”). The specific effects of the Merger include but are not limited to the following:

 

-All property, rights, privileges, immunities, powers, franchises, licenses and authority of ElecJet and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions and duties of each of ElecJet and Merger Sub shall become the debts, liabilities, obligations, restrictions and duties of the Surviving Corporation. 

-The Certificate of Incorporation of ElecJet will be the Certificate of Incorporation of the Surviving Corporation, and the Bylaws of ElecJet will be the Bylaws of the Surviving Corporation. 

-At the Closing, the officers and directors of ElecJet immediately prior to the Effective Time will resign, and the officers and directors of the Merger Sub immediately prior to the Closing will be appointed as officers and directors of Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified. Notwithstanding the foregoing, the parties agreed that Mr. Gong would be appointed Chief Executive Officer of the Surviving Corporation pursuant to the terms of his employment agreement (discussed below). 

 

Additionally, as of the Effective Time, as a result of the Merger, the outstanding securities of ElecJet will be converted as follows:


-Shares of ElecJet’s common stock that were outstanding immediately prior to the Effective Time will be converted into the right to receive (i) shares of the Company’s Class A Common Stock equal to $5,500,000 worth of shares, calculated using $3.05 as the per-share price; and (ii) an aggregate of $6,500,000 in cash to the three Securityholders.  The shares of the Company’s Class A Common Stock and the cash compensation are collectively referred to as the “Merger consideration.” 

-At the Effective Time, all shares of ElecJet common stock were canceled and retired and ceased to exist and would represent only the right to receive the Merger Consideration outlined above. 

 

Additionally, the Company and the Surviving Corporation entered into employment agreements with each of Messrs. Gong and Lin as well as a Royalty Agreement, all as discussed in more detail below.

 

The foregoing summary of the Merger Agreement and the transactions contemplated by the Merger Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K.

 

Employment Agreements

 

In connection with the Merger Agreement, the Company and the Surviving Corporation entered into employment agreements with Mr. Gong and Mr. Lin.

 

Gong Agreement

 

The Surviving Corporation engaged Mr. Gong to serve as President of the Surviving Corporation.  Mr. Gong’s duties include but are not limited to:

 

Planning

 

-In conjunction with the CEO and COO of Alpine 4 employee take a lead position in formulating the Company’s future direction and provide recommendations to strategically enhance the company’s performance and business opportunities. 

-Provide strategic input and leadership for the growth and profitability of the company. 

-Provide direct supervision of the company for Fixed Operations, Production, and Sales. Work in conjunction with the Leadership Team to meet the goals of the Company monthly forecast and plans. 

-Provide input and effort on Strategic planning and execution to enhance profitability, productivity and efficiency throughout the Company’s operations. 

-Ensure that all the knowledge transfer of; design specifications, patent input, operational systems, battery designs, production techniques, customer base, 3rd party software and internally written code is transferred and properly understood. 

-Further development of battery-related technologies, battery manufacturing, and battery-related products. 

 

Operations

-Promote the Company’s DSF Business Model and Culture throughout the Company. 

-Provide oversight and direction for all other Company executives. 

-Develop and maintain good working relationships with our primary manufactures, suppliers and industry representatives. 

 

Reporting

-In conjunction with the CEO, conduct weekly (or more frequently) management meetings to develop better communication while encouraging greater awareness and accountability within the group. 

-Communicate the results of monthly and year to date numbers with ALPP management. 


 

Risk Management

-Identify, understand and mitigate any key elements of the company’s risk profile. 

-Document and monitor all open legal issues involving the company, and any legal/compliance issues affecting our industry. 

-Work in conjunction with the ALPP Management, HR and other departments on;  vendor, customer, and governmental compliance training for all Subsidiaries. 

 

Leadership Development

-Inspire trust by being a credible leader that follows our Core Values. 

-Create vision by clearly defining where your team is going and how they are going to get there. 

-Coach and mentor by investing in each person on your team to improve performance, solve problems and grow their careers. 

 

Mr. Gong will receive an annual salary of $200,000, with a base annual rate increase of no less than three percent during subsequent years of the term of the agreement.  Mr. Gong can also receive up to 590,194 shares of the Company’s Class A Common Stock upon the completion of certain time and performance milestones set forth in the Gong Agreement.

 

Lin Agreement

 

The Surviving Corporation engaged Mr. Lin to serve as Vice-President of Product Development of the Surviving Corporation.  Mr. Lin’s duties include but are not limited to:

 

Operations

 

-Lead and manage RND of new and upcoming products 

-Assisting the CEO/President in the assembly of required team members and assets for battery factory production 

-Lead and manage RND team to record industrial know-how into the form provisional and utility patents 

-Lead and manage RND team to develop near future and far future battery technologies 

-Ensure that all the knowledge transfer of; design specifications, patent input, operational systems, battery designs, production techniques, customer base, 3rd party software and internally written code is transferred and properly understood. 

-Assist CEO/President in maintaining relationships with suppliers and manufacturers in China. 

-Assist CEO/President in always finding cheaper, more reliable and effective solutions to drive cost down for products.  

 

Risk Management

 

-Identify, understand and mitigate any key elements of the company’s risk profile. 

-Document and monitor all open legal issues involving the company, and any legal/compliance issues affecting our industry. 

-Work in conjunction with the ALPP Management, HR and other departments on; vendor, customer, and governmental compliance training for all Subsidiaries. 

 

Leadership Development

 

-Build, manage and lead all Chinese team members and assets 

-Inspire trust by being a credible leader that follows our Core Values. 

-Create vision by clearly defining where your team is going and how they are going to get there. 

-Coach and mentor by investing in each person on your team to improve performance, solve problems and grow their careers. 


Mr. Lin will receive an annual salary of $175,000, with a base annual rate increase of no less than three percent during subsequent years of the term of the agreement.  Mr. Lin can also receive up to 393,442 shares of the Company’s Class A Common Stock upon the completion of certain time and performance milestones set forth in the Lin Agreement.

 

The foregoing summaries of the Gong Agreement and the Lin Agreement and the transactions contemplated by those agreements do not purport to be complete and are subject to, and qualified in their entirety by reference to, the full text of the Gong Agreement and the Lin Agreement, which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K.

 

Royalty Agreement

 

In connection with the Merger Agreement, the Surviving Corporation entered into a Royalty Agreement with Messrs. Gong and Lin.  Pursuant to the Royalty Agreement, the parties acknowledged that the Surviving Corporation desires to build a factor (the “Factory”) to manufacture batteries in the United States, and the parties wanted to enter into an agreement to provide for the payment of royalties by Company for net sales of batteries produced by the Factory.

 

Under the Royalty Agreement, the Surviving Corporation agreed that beginning on the date at which the Factory begins for the first time to invoice customers for batteries produced by the Factory (the “Starting Date”), and thereafter upon the end of each Calendar Quarter until the Royalty Agreement is terminated according to its terms, the Surviving Corporation will pay a royalty of one and one-half percent (1.5%) (the “Royalty Payments”) of the invoice amount billed to customers of the Factory for batteries produced by the Factory, less any bona fide returns.  The Royalty Payments shall continue to be paid by Company for a period of ten (10) years from the Starting Date, or until the total of the Royalty Payments equal fifty Million Dollars ($50,000,000), whichever occurs first.

 

The foregoing summary of the Royalty Agreement and the transactions contemplated by the Royalty Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Consultant Agreement, which is filed as Exhibit 10.3 to this Current Report on Form 8-K.

 

Press Release

 

On November 29, 2021, the Company announced the Merger Agreement and the transactions disclosed above in a press release.  The press release is included as Exhibit 99 to this Current Report.

 

Item 9.01 Financial Statement and Exhibits. 

 

(d)Exhibits. 

 

Exhibit Number

 

Description

 

 

 

2.1

 

Merger Agreement dated November 29, 2021

10.1

 

Gong Agreement

10.2

 

Lin Agreement

10.3

 

Royalty Agreement

99

 

Press Release


 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Alpine 4 Holdings, Inc.

 

 

 

By: /s/ Kent B. Wilson  

Kent B. Wilson

Chief Executive Officer, President

(Principal Executive Officer)

 

Date: December 2, 2021

 

 

MERGER AGREEMENT

 

This Merger Agreement (“Agreement”) is entered into as of November 29, 2021 (“Execution Date”), by and among Alpine 4 Holdings, Inc, a Delaware corporation (“ALPP”), ALPP Acquisition Corporation 3, Inc. (“Merger Sub”), a Delaware corporation and a newly created wholly owned subsidiary of A4 Technologies, Inc., (“A4TI”), and Elecjet Corp., a Delaware corporation (the “Company”), and the current shareholders of Company, namely Samuel Gong (“Gong”), Wade Lin (“Lin”), and John Doricko (“Doricko”). Each of Gong, Lin and Doricko can be individually referred to as “Securityholder:, and collectively as “Securityholders”. Gong and Lin are each currently a principal shareholder of Company (“Principal Shareholder”). Each of ALPP, Merger Sub, A4TI, the Company, Gong, Lin and Doricko may be referred to herein as a “Party” and collectively as the “Parties.”

 

RECITALS

 

A.This Agreement contemplates a reverse triangular merger of Merger Sub with and into the Company in a transaction intended to qualify as a tax-free reorganization under Sections 368(a)(l)(A) and 368(a)(2)(E) of the Code. 

 

B.The board of directors of the Company (the “Company Board”) has (a) determined that this Agreement and the transactions contemplated hereby, including the Merger, are in the best interests of the Company and its stockholders, (b) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, and (c) resolved to recommend adoption of this Agreement by the stockholders of the Company in accordance with the Delaware General Corporation Law (the “DGCL”). 

 

C.Following the execution of this Agreement, the Company shall seek to obtain, in accordance with Section 228 of the DGCL, a written consent of its stockholders approving this Agreement, the Merger and the transactions contemplated hereby in accordance with Section 251 of the DGCL. 

 

D.The respective boards of directors of ALPP, A4TI, and Merger Sub have unanimously (a) determined that this Agreement and the transactions contemplated hereby, including the Merger, are in the best interests of ALPP, A4TI, and Merger Sub and their respective stockholders, and (b) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, and 

(c) resolved to recommend adoption of this Agreement by the stockholders of the ALPP, A4TI and Merger Sub in accordance with the Delaware General Corporation Law (the “DGCL”).

 

E.Concurrently with the execution of this Agreement, and as a material inducement for the Parties to enter into this Agreement and consummate the Merger, the Surviving Corporation (defined below) and Samuel Gong (“Gong”) and Wade Lin (“Lin”) shall enter into the employment agreements attached hereto as Exhibits A-1 and A-2 (“Employment Agreements”), which shall become effective at the Effective Time. 

 

F.Concurrently with the execution of this Agreement, and as a material inducement for the Parties to enter into this Agreement and consummate the Merger, the Surviving Corporation (defined below) and Gong and Lin shall enter into a factory sales royalty agreement in substantially the form attached hereto as Exhibits A-3 (“Royalty Agreement”), which shall become effective at the Effective Time. 

 

NOW, THEREFORE, in consideration of the premises and the representations, warranties and covenants contained herein, the Parties agree as follows.


 

 

1.Basic Transaction. 

 

A.Merger. Subject to the terms and conditions of this Agreement, Merger Sub will merge with and into Company (the “Merger”). Pursuant to the Merger and upon Closing (as such term is defined herein), the Company Shares shall be converted into shares of ALPP Class A Common Stock (the “ALPP Shares”) at the rate set forth in Section 1. E. (6) hereunder. The Company shall be the corporation surviving the Merger (after the Closing, the “Surviving Corporation”), and the separate corporate existence of Merger Sub shall cease after the Closing. 

 

B.Documents. As soon as practicable following the execution of this Agreement, each Party will promptly prepare, execute and deliver to the others the various certificates, instruments, and documents referred to herein. 

 

C.Closing. The closing of the Merger will take place as soon as practicable but no later than the fifth business day following the satisfaction or waiver of all conditions to the obligations of the Parties to consummate the transaction, other than conditions with respect to actions the respective Parties will take at the Closing itself, or such other time as the Parties may mutually determine (the “Closing”). The date on which the Closing occurs shall be referred to herein as the “Closing Date.” 

 

D.Merger Certificate. At the Closing of the Merger, A4TI will file with the Secretary of State of the State of Delaware a Certificate of Merger between Company and Merger Sub, in the form attached hereto as Exhibit B (the “Merger Certificate”). 

 

E.Effect of Merger

 

(1)General. The Merger will become effective upon filing of the Merger Certificate with the Secretary of State of the State of Delaware (the “Effective Time”). The Surviving Corporation may, at any time after the Closing, take any action, including executing or delivering any document, in the name and on behalf of either Company or Merger Sub in order to carry out and effectuate the transactions contemplated by this Agreement. 

 

(2)Specific Effects of the Merger. The Merger shall have the effects set forth herein and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, all property, rights, privileges, immunities, powers, franchises, licenses and authority of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions and duties of each of the Company and Merger Sub, including those obligations owed to employees of the Company (as employees of the Surviving Corporation after Closing) and all trade liabilities incurred by the Company or its officers in the usual course of operating the Company, shall become the debts, liabilities, obligations, restrictions and duties of the Surviving Corporation. Additionally, the One Thousand Five Hundred (1,500) shares of common stock of Merger Sub outstanding immediately prior to the Merger, which are held by A4TI, shall become shares of common stock of the Surviving Corporation, and A4TI shall remain as the sole shareholder of the Surviving Corporation. 

 

(3)Certificate of Incorporation. The Certificate of Incorporation of the Company will be the Certificate of Incorporation of the Surviving Corporation. 


(4)Bylaws. The bylaws of the Company will be the Bylaws of the Surviving Corporation. 

 

(5)Directors and Officers. At the Closing, except as set forth below, the officers and directors of Company immediately prior to the Effective Time shall resign, and the officers and directors of A4TI immediately prior to the Closing shall be appointed as officers and directors of Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified. Notwithstanding anything to the contrary herein however, Samuel Gong shall be appointed “Chief Executive Officer” of the Surviving Corporation pursuant to the terms of his Employment Agreement. 

 

(6)Effect of the Merger on Company Securities 

 

(a)At and as of the Effective Time as a result of the Merger and without any action on the part of A4TI, Merger Sub, the Company or any holder of Company Shares, the Company’s outstanding securities shall be converted as follows: 

 

(i)Four Million Eight Hundred Ninety-Eight Thousand [4,898,000] Shares of Company capital stock (as treasury stock or otherwise) shall automatically be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor. 

 

(ii)At the Effective Time, each issued and outstanding share of Company Common Stock and all options, warrants, or convertible debt to purchase Company Common Stock shall automatically be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor. 

 

(b)Conversion of Company Common Stock. Company Common Stock issued and outstanding immediately prior to the Effective Time will be converted into the right to receive: (i) ALPP Shares (the “Stock Consideration”), equal to $5,500,000 worth of ALPP Shares, with the number of ALPP Shares to be issued to be calculated by dividing $5,500,000 by$3.05, which was the Variable Weighted Average Price (“VWAP”) of ALPP’s Class A Common Stock on November 22, 2021; (ii) an aggregate of $6,500,000 in cash, without interest, payable as follows: $3,822,000 to Gong, $2,548,000 to Lin, and $130,000 to Doricko (collectively, the “Cash Consideration” and together with the Stock Consideration, the “Merger Consideration”); and (iii) any cash in lieu of fractional shares of ALPP Shares payable pursuant to Section 1.E(6)(d). 

 

(c)Cancellation of Shares. At the Effective Time, all shares of Company Common Stock will no longer be outstanding and all shares of Company Common Stock will be cancelled and retired and will cease to exist, and each holder of: (i) a certificate formerly representing any shares of Company Common Stock (each, a "Certificate"); or (ii) any book-entry shares which immediately prior to the Effective Time represented shares of Company Common Stock (each, a "Book-Entry Share") will cease to have any rights with respect thereto, except the right to receive (A) the Merger Consideration in accordance with Section 1E6e hereof, and (B) any cash in lieu of fractional shares of ALPP Shares payable pursuant to Section 1.E(6)(d). 


(d)Fractional Shares. No certificates or scrip representing fractional shares of ALPP Shares shall be issued upon the conversion of Company Common Stock pursuant to Section 1.E(6)(b) and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a holder of shares of ALPP Shares. Notwithstanding any other provision of this Agreement, each holder of shares of Company Common Stock converted pursuant to Section 1.E(6)(b) who would otherwise have been entitled to receive a fraction of a share of ALPP Shares (after taking into account all shares of Company Common Stock exchanged by such holder) shall in lieu thereof, upon surrender of such holder's Certificates and Book-Entry Shares, receive in cash (rounded to the nearest whole cent), without interest, an amount equal to such fractional amount multiplied by $3.05, which was the Variable Weighted Average Price (“VWAP”) of ALPP’s Class A Common Stock on November 22, 2021. 

 

(e)Following the Closing, upon surrender of a Certificate or a Book-Entry Share representing Company Shares and cancelation of any Company warrants, options or convertible debts, ALPP will cause the Stock Consideration to be issued to those who immediately prior to the Effective Time were Company Securityholders, to be distributed to each such Company Securityholders in proportion to the number of Company Shares held by that Company Securityholders. Within fifteen (15) calendar days of the Closing Date, ALPP shall cause its transfer agent to issue stock certificates for the ALPP Shares as set forth above to Company Securityholders, bearing any necessary or appropriate restrictive legend. 

 

(f)Restrictions on Resale of Shares. The Parties acknowledge and agree that the sale of the ALPP Shares issued in connection with the Closing of the Merger pursuant to the terms of this Agreement are restricted shares under rule 144, and shall be limited as follows: (i) No sales permitted during the 12 months immediately following the Closing Date; (ii) Following the lapse of the 12-month period, sales shall be limited to not more than thirty-three and one-third percent (ie, one-third) of all ALPP Shares received by such holder pursuant to this Agreement each year thereafter, and this restriction on resale may be evidenced by legend placed on any certificate representing the ALPP Shares. 

 

(7)Closing Matters. In addition to any other provision herein related to the Closing, the Parties agree as follows: 

 

(a)At the Closing, the Company shall prepare and deliver to ALPP a statement setting forth the Closing Cash as of the Closing Date. 

(b)The Buyer shall be entitled to deduct and withhold from the Cash Consideration from Wade Lin for all taxes that the Buyer may be required to deduct and withhold under any applicable tax law. All such withheld amounts shall be treated as delivered to the Wade Lin hereunder. 

(c)Upon Securityholder’s receipt of the Merger Consideration, other than any documents related to Positec, the online dataroom and all documents therein made available to ALPP by Company and its Securityholders, and including all unredacted copies of documents contained therein, shall become the property of ALPP. 


(d)Upon Securityholder Gong’s receipt of his portion of the Merger Consideration as called for in this Agreement, Gong and Company agree that the indemnification agreement between Company and Gong dated November 3, 2021 (the “Gong Indemnification Agreement) will henceforth no longer apply to any complaint by Company, ALPP or A4TI asserting a cause of action against Gong arising under this Agreement. It is further agreed upon Securityholder Gong’s receipt of his portion of the Merger Consideration as called for in this Agreement, that any other agreement now existing or hereinafter entered into granting Company’s indemnification of Gong shall not apply to any complaint by Company, ALPP, or A4TI asserting a cause of action against Gong arising under this Agreement. In the event of any conflict between this Section 1E7(d) and any other agreement now existing or hereafter entered into granting Company’s indemnification of Gong, the terms of this Section 1E7(d) shall prevail. 

 

2.Conditions to Obligations to Close. 

 

A.Conditions to Obligations of ALPP, A4TI, and Merger Sub. The obligations of each of ALPP, A4TI, and Merger Sub to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions, unless otherwise waived in writing by ALPP, A4TI, and Merger Sub prior to Closing; 

 

(1)The representations and warranties of Company set forth in Section 4 will be true and correct in all material respects as if made at and as of the Closing, except to the extent that such representations and warranties are qualified by the term “material,” or contain terms such as “Adverse Effect” or “Adverse Change,” in which case such representations and warranties as so written, including the term “material” or “Material,” will be true and correct in all respects at and as of the Closing; 

 

(2)Company will have performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term “material,” or contain terms such as “Adverse Effect” or “Adverse Change,” in which case Company will have performed and complied with all of such covenants as so written, including the term “material” or “Material,” in all respects through the Closing; 

 

(3)There will not be any judgment, order, decree or injunction in effect that would (a) prevent consummation of any of the transactions contemplated by this Agreement, (b) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (c) adversely affect the right of A4TI to own the capital stock of Surviving Corporation and to control Surviving Corporation and its Subsidiaries, or (d) adversely affect the right of any of Surviving Corporation and its Subsidiaries to own its assets and to operate its business; 

 

(4)The Merger will have been duly approved by the Company’s Board of Directors and by holders of the Company Shares representing at least eighty percent (80%) of the Company Shares (the “Required Company Vote”); 

 

(5)Company will have delivered to ALPP and A4TI a certificate to the effect that each of the conditions specified in Sections 2.A(1)-(4) is satisfied in all respects; 


(6)Company will have delivered to ALPP and A4TI an executed counterpart of the Merger Certificate; and 

 

(7)Company will have delivered to ALPP and A4TI the resignations, effective as of the Closing, of each director and officer of Company excluding Samuel Gong. 

 

B.Conditions to Company’s Obligation. The obligation of Company to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions, unless otherwise waived in writing by the Company prior to Closing: 

 

(1)The representations and warranties of ALPP, A4TI, and Merger Sub set forth in Section 5 will be true and correct in all material respects at and as of the Closing, except to the extent that such representations and warranties are qualified by the term “material,” or contain terms such as “Adverse Effect” or “Adverse Change,” in which case such representations and warranties as so written, including the term “material” or “Material,” will be true and correct in all respects at and as of the Closing; 

 

(2)ALPP, A4TI, and Merger Sub will have performed and complied with all of their covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term “material,” or contain terms such as “Adverse Effect” or “Adverse Change,” in which case Company will have performed and complied with all of such covenants as so written, including the term “material” or “Material,” in all respects through the Closing; 

 

(3)There will not be any judgment, order, decree or injunction in effect that would (a) prevent consummation of any of the transactions contemplated by this Agreement, or (b) cause any of the transactions contemplated by this Agreement to be rescinded following consummation; 

 

(4)The Merger will have been duly approved by the A4TI Board of Directors, which has the authority to approve this Merger and adopt the Merger Agreement; 

 

(5)A4TI and Merger Sub will have delivered to Company a certificate to the effect that each of the conditions specified in Sections 2.B(l)-(3) is satisfied in all respects; 

 

(6)A4TI will have delivered to Company an executed counterpart of the Merger Certificate; 

 

(7)A4TI will have delivered to the Company executed counterparts to the Employment Agreements. 

 

3.Pre-Closing Covenants. The Parties agree as follows with respect to the period from and after the execution of this Agreement until the Closing or termination of this Agreement: 

 

A.General. Each of the Parties will use its commercially reasonable efforts to prepare, execute and deliver all documents, take all actions and do all things necessary, in order to propel, consummate and make effective the transactions contemplated by this Agreement as soon as practicable, including the satisfaction, but not waiver, of all of the Closing conditions set forth in Section 2. 


B.Notices. Company will give any notices to third parties, and will use its commercially reasonable efforts to obtain any necessary third-party consents. 

 

C.SEC and State Filings. Each of the Parties will, give any notices to, make any filings with, and use its commercially reasonable efforts to obtain any authorizations, consents, and approvals of Governmental Authorities in connection with the matters referred to herein. 

 

D.Further Cooperation. The filing Party in each instance will use its commercially reasonable efforts to respond to the comments of the SEC or any state Governmental Authorities on any filings and will make any further filings, including amendments and supplements, in connection therewith that may be necessary, with whatever information and assistance in connection with the foregoing filings the filing Party may reasonably request. 

 

E.Notice of Developments. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of its own representations and warranties in this Agreement. No disclosure by any Party pursuant to this Section 3.E, however, will be deemed to amend or supplement the Company Disclosure Schedules or the ALPP or A4TI Disclosure Schedules or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant. 

 

F.Employment Agreements. Each of Samuel Gong and Wade Lin shall have entered into the Employment Agreements. 

 

G.Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by ALPP and A4TI (which consent shall not be unreasonably withheld or delayed), the Company shall (i) conduct the business of the Company in the Ordinary Course of Business consistent with past practice; and (ii) use commercially reasonable efforts to maintain and preserve intact the current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company. 

 

4.Company's Representations and Warranties. The Company represents and warrants to ALPP and to A4TI that except as set forth in the correspondingly numbered section of the Company Disclosure Schedules (the “Company Disclosure Schedules”) that relates to such Section or in another Section of the Company Disclosure Schedule to the extent that it is reasonably apparent on the face of such disclosure that such disclosure is applicable to such Section, the statements contained in this Section 4 are correct and complete as of the date of this Agreement. 

 

A.Organization, Qualification, and Corporate Power. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation. Each of Company and its Subsidiaries is duly authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required, except where the failure to be so qualified would not have a material Adverse Effect. Company and its Subsidiaries have full corporate power and authority to carry on the business in which it is engaged and to own and use the properties owned and used by it. 

 

B.Capitalization. The entire authorized capital stock of the Company consists solely of 10,000,000 shares of common stock, par value $0.0001 per share, of which 5,102,000 shares are issued and outstanding and 0 shares of preferred stock, of which no shares are issued and outstanding. All of the issued and outstanding Company Shares, excluding Contingent Common Stock (which are not issued or 


outstanding), have been duly authorized and are validly issued, fully paid, non-assessable and free of preemptive rights, and were issued in compliance with all applicable state and federal securities laws. There are no: (1) other outstanding or authorized shares, options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments of any kind that could require Company to issue, sell, or otherwise cause to become outstanding any of its capital stock.; (2) equity securities, debt securities or instruments convertible into or exchangeable for shares of such stock; or (3) outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to Company. As of the Closing Date, all holders of Company Common Stock have waived any and all dissenter’s rights.

 

C.Authorization of Transaction. Subject to obtaining the Required Company Vote, Company has all requisite corporate power and authority, and the unanimous consent of the Board of Directors to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. Subject to obtaining the Required Company Vote, the execution and delivery of this Agreement by Company and the consummation by Company of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action by Company. This Agreement has been duly and validly executed and delivered by Company. Assuming due authorization, execution and delivery by ALPP, this Agreement and all other agreements and obligations entered into and undertaken in connection with the transactions contemplated hereby to which Company is a party constitutes the valid and legally binding obligations of Company, enforceable against Company in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by the general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). 

 

D.Non-Contravention. Subject to obtaining the Required Company Vote, neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Company or any of its Subsidiaries is subject or any provision of the charter or bylaws of Company or any of its Subsidiaries, except where the violation would not have a material Adverse Effect, or (ii) except as set forth in Section 4(D) of the Company Disclosure Schedule (if Company has made such disclosure), conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any Material Contract or by which it is bound or to which any of its material assets is subject (or result in the imposition of any Lien upon any of its material assets). Other than in connection with the provisions of the DGCL, the Exchange Act, the Securities Act, and state securities laws, neither Company nor any of its Subsidiaries needs to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency with respect to the Company or any of its Subsidiaries in order for the Parties to consummate the transactions contemplated by this Agreement, except for such consents, approvals, permits, governmental orders, declarations, filings or notices which, in the aggregate, would not have a material Adverse Effect. 

 

E.Material Liabilities. The Company has no liabilities or obligations, absolute or contingent (individually or in the aggregate), except (i) obligations and liabilities disclosed by Company, including but not limited to, information made available to ALPP and A4TI via data room access; and (ii) obligations and liabilities incurred in the Ordinary Course of Business that are not material, individually or in the aggregate, (iii) obligations under contracts made in the Ordinary Course of Business that would not be required to be reflected in financial statements prepared in accordance with GAAP, and (iv) that 


are not fully reflected and disclosed in the financial statements provided by the Company to ALPP and/or A4TI.

 

F.Events Subsequent to incorporating Elecjet Corp. in Delaware. In the time since the incorporation of Elecjet Corp. in Delaware, there has not been any material Adverse Change. 

 

G.Litigation. There is no action, suit, legal or administrative proceeding or investigation pending, or to Company's Knowledge threatened, against or involving Company (either as a plaintiff or defendant) before any court or governmental agency, authority, body or arbitrator which would materially affect the Merger or impact the ability to facilitate the Closing of the Merger. Neither Company nor to its Knowledge any officer, director or employee of Company, has been permanently enjoined by any order, judgment or decree of any court or any governmental agency, authority or body from engaging in or continuing any conduct or practice in connection with the business, assets, or properties of Company. As of the Closing there shall not exist any order, judgment or decree of any court, tribunal or agency enjoining or requiring Company to take any action of any kind with respect to its business, assets or properties which would materially impact the Merger. 

 

H.Undisclosed Liabilities. Except as set forth in the Company Disclosure Schedule, to the Company’s Knowledge, Company has no liability of any kind, including any liability for Taxes, except for (i) liabilities set forth on the face of the balance sheet dated as of October 31, 2021, and (ii) liabilities that have arisen after October 31, 2021 in the Ordinary Course of Business. 

 

I.Compliance with Laws. To its Knowledge, Company has all requisite licenses, permits and certificates, including environmental, health and safety permits, from federal, state and local authorities necessary to conduct its business and own and operate its assets including, without limitation all necessary approvals, licenses, except where the failure to have such permits would not reasonably be expected to have an Adverse Effect. 

 

J.Tax Treatment. Company operates at least one significant historic business line, or owns at least a significant portion of its historic business assets, in each case within the meaning of Treas. Reg. §1.368-1(d). Neither Company nor, to the Knowledge of Company, any of its Affiliates has taken or agreed to take action that would prevent the Merger from constituting a tax-free reorganization under Sections 368(a)(l)(A) and 368(a)(2)(E) of the Code. 

 

K.Tax Matters. The Company makes the following representations and warranties: 

 

(1)Within the times and in the manner prescribed by law, the Company has filed all federal, state and local Tax Returns, and all Tax Returns for other governing bodies having jurisdiction to levy Taxes upon it, that it was required to file. 

 

(2)The Company has withheld and paid all Taxes required to have been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party. 

 

(3)To the Company’s Knowledge, no examinations of the federal, state or local Tax Returns of the Company are currently in progress nor threatened and no deficiencies have been asserted or to its Knowledge assessed against the Company as a result of any audit by the Internal Revenue Service or any state or local Tax authority and no such deficiency has been proposed or threatened. 


 

(4)To the Company’s Knowledge, there are no pending or threatened audits, assessments or other actions relating to any liability in respect of Taxes of the Company by any Tax authority. 

 

L.Books and Records. The minute books of the Company are in all material respects complete and correct and have been maintained in accordance with proper business practice. 

 

M.Contracts and Commitments. The Company Disclosure Schedule lists all contracts that are material to the Company (the “Material Contracts”). 

 

N.Transfer of Assets from Predecessor Entities. All current and previous assets from Real Graphene USA LLC (Texas), Real Graphene USA LLC (California), Shenzhen Warm Life Science and Technology Co., Ltd (China), and Elecjet LLC (Texas) relating to batteries, including but not limited battery design, battery manufacture, battery power management, battery-based power storage, battery charging, and any patents, patent applications, trademarks, copyrights, trade dress, and all other business information related to batteries and their sale, marketing, packaging, and including any inventory, and including all such assets independently owned or controlled by Company Securityholders, has been transferred into Company. Notwithstanding anything above or herein to the contrary, if any above related asset was not effectively transferred to ALPP on the date of close, ALPP shall give Company six (6) months to cure such asset transfer deficiency. 

 

5.Representations and Warranties of ALPP, A4TI, and Merger Sub. Each of ALPP, A4TI, and Merger Sub represents and warrants to Company that the statements contained in this Section 5 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing as though made then and as though the Closing were substituted for the date of this Agreement throughout this Section 5, except as set forth in the ALPP SEC Reports or the disclosure schedules provided by ALPP and A4TI to the Company (collectively, the “ALPP Disclosure Schedules”) corresponding to the Section of this Agreement, to which any of the following representations and warranties specifically relate, or as disclosed in another section of the ALPP Disclosure Schedule, if it is reasonably apparent on the face of the disclosure that it is applicable to another Section of this Agreement, or in the ALPP SEC Reports: 

 

A.Organization, Qualification, and Corporate Power. Each of ALPP, A4TI, and Merger Sub is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation. Each of ALPP, A4TI, and Merger Sub is duly authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required. ALPP, A4TI, and Merger Sub have full corporate power and authority to carry on the business in which it is engaged and to own and use the properties owned and used by it. 

 

B.Capitalization. The entire authorized capital stock of ALPP consists as of the date hereof of 195,000,000 shares of Class A Common stock, of which 149,267,615 shares are issued and outstanding; 10,000,000 shares of Class B Common stock, of which 9,023,088 shares are issued and outstanding; 15,000,000 shares of Class C Common stock, of which 12,545,201 shares are issued and outstanding Class A Common stock has ten times the voting rights as Class A Common, Class B Common stock has five times the voting rights as Class A Common, Class C Common stock has 5 times the voting rights of Class A stock ; 100 shares of Series B Preferred Stock, of which 5 shares are issued and outstanding which have 60 % total voting rights over all classes of stock; 0 shares of Series C Convertible Preferred Stock, of which    0__shares are issued and outstanding; and 0 shares of Series D Convertible Preferred 


Stock, of which    0__ are issued and outstanding. All of the issued and outstanding ALPP Shares have been duly authorized and are validly issued, fully paid, non-assessable and free of preemptive rights, and were issued in compliance with all applicable state and federal securities laws.

 

C.Authorization of Transaction. ALPP, A4TI, and Merger Sub have all requisite power and authority, including full corporate power and authority, to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by ALPP, A4TI, and Merger Sub and the consummation by ALPP, A4TI, and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action by ALPP, A4TI, and Merger Sub and, except as set forth herein, no other corporate proceedings on the part of ALPP, A4TI, or Merger Sub and no shareholder vote or consent are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ALPP and by A4TI. This Agreement and all other agreements and obligations entered into and undertaken in connection with the transactions contemplated hereby to which ALPP and A4TI are parties constitutes the valid and legally binding obligations of ALPP and A4TI, enforceable against ALPP and A4TIin accordance with their respective terms. 

 

D.Non-Contravention. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which ALPP , A4TI or any of their Subsidiaries is subject or any provision of the charter or bylaws of ALPP, A4TI or any of their Subsidiaries, or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which ALPP, A4TI or any of their Subsidiaries is a party or by which it is bound or to which any of its assets is subject (or result in the imposition of any Lien upon any of its assets). Other than in connection with the provisions of the DGCL, the Exchange Act, the Securities Act, and state securities laws, neither ALPP, A4TI nor any of their Subsidiaries needs to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government, governmental agency or stock exchange in order for the Parties to consummate the transactions contemplated by this Agreement. 

 

E.Financial Statements. ALPP has filed an annual report on Form 10-K for the fiscal year ended December 31,2020 (“Year End”) and a quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2021 (“Quarter End”). The financial statements included in or incorporated by reference into these ALPP Public Reports (including the related notes and schedules) have been prepared in accordance with GAAP throughout the periods covered thereby, complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto as of their respective dates, present fairly the financial condition of ALPP and its Subsidiaries as of the indicated dates and the results of operations of ALPP and its Subsidiaries for the indicated periods and are correct and complete in all respects, and are consistent with the books and records of ALPP and its Subsidiaries; provided, however, that the interim statements are subject to normal year-end adjustments. 

 

F.SEC Documents. ALPP has made available to Company each ALPP SEC Report, and other filings filed with the SEC by ALPP since September 30, 2021, and, prior to the Effective Time, ALPP will have furnished or made available to Company true and complete copies of any additional documents filed with the SEC by ALPP prior to the Effective Time. ALPP has timely filed all forms, statements and 


documents required to be filed by it with the SEC and Nasdaq. In addition, ALPP has made available to Company true and complete copies of all exhibits to the ALPP SEC Reports filed prior to the date hereof, and will promptly make available to Company true and complete copies of all exhibits to any additional ALPP SEC Reports filed prior to the Effective Time. All documents required to be filed as exhibits to the ALPP SEC Reports have been so filed, and all material contracts so filed as exhibits are in full force and effect, except those which have expired in accordance with their terms. As of their respective filing dates, the ALPP SEC Reports complied in all material respects with the requirements of the Exchange Act and the Securities Act, and none of the ALPP SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading, except to the extent corrected by a subsequently filed ALPP SEC Report.

 

G.Litigation. There are four current ALPP filed lawsuits that have been disclosed to the Company: . (1) IDAHO CV42.20.2246 Excel Fabrication LLC vs. Fusion Mechanical LLC, Dan Williams, Jory Purser, et al, (2) ARIZONA Case No.2:20-cv-01679-DJH. The company filed a securities fraud and libel lawsuit in Federal Court against Grizzly Research and Finn Capital for a short report written against the company: United States District Court for the District of Arizona case number 2:21- cv-00886-MTL again Fin Capital LLC (“Fin Cap”), and Grizzly Research LLC (“Grizzly”), (3) Arizona Case No. CJ-2021-3421 Rob Porter, (4) ARIZONA Case 2:2020cv01679 Alpine 4 vs. Alan W Martin, Jason Huffacker and Donald G Belcher. Other than those four lawsuits, there is no other action, suit, legal or administrative proceeding or investigation pending, or to ALPP's Knowledge threatened, against or involving ALPP (either as a plaintiff or defendant) before any court or governmental agency, authority, body or arbitrator. Neither ALPP nor to its Knowledge any officer, director or employee of ALPP, has been permanently or temporarily enjoined by any order, judgment or decree of any court or any governmental agency, authority or body from engaging in or continuing any conduct or practice in connection with the business, assets, or properties of ALPP. There in existence on the date hereof any order, judgment or decree of any court, tribunal or agency enjoining or requiring ALPP to take any action of any kind with respect to its business, assets or properties. 

 

H.Compliance with Laws. To its Knowledge, (a) ALPP, A4TI and Merger Sub have all requisite licenses, permits and certificates, including environmental, health and safety permits, from federal, state and local authorities necessary to conduct its business and own and operate its assets including, without limitation all necessary approvals, licenses, except where the failure to have such permits would not reasonably be expected to have an Adverse Effect 

 

I.Tax Treatment. Neither ALPP, A4TI, Merger Sub nor, to the Knowledge of ALPP, any of their Affiliates has taken or agreed to take action that would prevent the Merger from constituting a tax-free reorganization under Sections 368(a)(I)(A) and 368(a)(2)(E) of the Code. 

 

J.Operations of Merger Sub. Merger Sub is a direct, wholly owned Subsidiary of A4TI, was formed solely for the purpose of engaging in the transactions contemplated by this Agreement, has engaged in no other business activities and has conducted its operations only as contemplated by this Agreement. A4TI shall cause Merger Sub to comply with all of Merger Sub’s obligations under this Agreement. 

 

6.Termination of Merger Transaction. 

 

A.Termination. Any of the Parties may terminate this Agreement only as follows: 


(1)ALPP or A4TI may terminate this Agreement by giving written notice to Company at any time prior to the Closing in the event: 

 

(a)of an Uncured Breach by Company if neither ALPP nor A4TI or Merger Sub is then in material breach of any provision of this Agreement; or 

 

(b)any of the conditions set forth in Section 2.A shall not have been fulfilled by close of business on the day before Closing, unless such failure shall be due to the failure of ALPP, A4TI or Merger Sub to perform or comply with any of the covenants, agreements or conditions hereof to be performed or complied with by it prior to the Closing

 

(2)Company may terminate this Agreement by giving written notice to ALPP and Merger Sub at any time prior to the Closing in the event: 

 

(a)of an Uncured Breach by ALPP, A4TI or Merger Sub if the Company is not then in material breach of any provision of this Agreement; or 

 

(b)any of the conditions set forth in Section 2.B shall not have been fulfilled by close of business on the day before Closing, unless such failure shall be due to the failure of the Company to perform or comply with any of the covenants, agreements or conditions hereof to be performed or complied with by it prior to the Closing. 

 

(3)Either Party may terminate this Agreement if a Governmental Authority of competent jurisdiction shall have issued an order or taken any other action, in each case which has become final and non-appealable, and which permanently restrains, enjoins or otherwise prohibits the Closing. 

 

B.Effect of Termination. If this Agreement is terminated pursuant to Section 6.A, the Parties shall have no further obligation of any kind, other than any confidentiality, non-circumvention, or non- solicitation obligation secured by means of a separately executed document. 

 

7.Indemnification 

 

A.Survival. Subject to the limitations and other provisions of this Agreement, the representations and warranties contained herein shall survive the Closing and shall remain in full force and effect until the date that is two (2) years from the Closing. None of the covenants or other agreements contained in this Agreement shall survive the Closing other than those which by their terms contemplate performance after the Closing, and each such surviving covenant and agreement shall survive the Closing for the period contemplated by its terms. 

 

B.Indemnification By Company Securityholders. Subject to the other terms and conditions of this Section 7, the Company Securityholders shall indemnify ALPP against, and shall hold ALPP harmless from and against, any and all Losses incurred or sustained by ALPP based upon, arising out of, with respect to or by reason of: 

 

(1)any material inaccuracy in or breach of any of the representations or warranties of the Company contained in this Agreement; or 


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

 

(3)any and all claims, suits, or proceedings arising from or relating to claims that the products Company currently has manufactured, or which Company currently markets or sells, infringes on the patent or other intellectual property rights of a third party. 

 

C.Indemnification By ALPP. Subject to the other terms and conditions of this Section 7, ALPP shall indemnify the Company against, and shall hold the Company harmless from and against, any and all Losses incurred or sustained by the Company based upon, arising out of, with respect to or by reason of: 

 

(1)any inaccuracy in or breach of any of the representations or warranties of ALPP, A4TI or Merger Sub contained in this Agreement; or 

 

(2)any breach or non-fulfillment of any covenant, agreement or obligation to be performed by ALPP, A4TI or Merger Sub pursuant to this Agreement. 

 

(3)Notwithstanding anything to the contrary herein (a) each Company Securityholder’s indemnification obligation under this Section 7 shall be limited to his pro-rata share of the indemnifiable Losses based on the percentage of the Merger Consideration actually received by such Company Securityholder as an Indemnifying Party, and (b) the liability of each Company Securityholder as an Indemnifying Party for Losses in the case of Fraud shall be limited to the percentage of the Merger Consideration actually received by such Company Securityholder. 

 

D.Certain Limitations. The party making a claim under this Section 7 is referred to as the “Indemnified Party,” and the party against whom such claims are asserted under this Section 7 is referred to as the “Indemnifying Party.” The indemnification provided for in Section 7.B and Section 7.C shall be subject to the following limitations: 

 

(1)The aggregate amount of all Losses for which the Indemnifying Parties shall be liable pursuant to Section 7.B or Section 7.C(1) as the case may be, shall not exceed Twenty Percent (20%) of the value of the Cash Consideration (except in the case of Fraud). In the case of “Fraud” (meaning common law fraud under the laws of the State of New York with respect to the representations and warranties made a Party to this Agreement and relied upon by the Indemnified Party) the aggregate amount of all Losses for which the Indemnifying Parties shall be liable, in the aggregate, shall not exceed the value of the Merger Consideration actually received by the Indemnifying Parties. 

 

(2)The liability of the Indemnifying Parties for indemnification hereunder shall be several but not joint. 

 

(3)Payments by an Indemnifying Party pursuant to Section 7.B or Section 7.C in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party (or the Company) in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. 


(4)Payments by an Indemnifying Party pursuant to Section 7.B or Section 7.C in respect of any Loss shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. 

 

(5)In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. 

 

(6)Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. 

 

(7)The Company shall not be liable under this Section 7 for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties of the Company contained in this Agreement if ALPP had knowledge of such inaccuracy or breach prior to the Closing. For the avoidance of doubt, the Company previously disclosed to ALPP inaccuracies related to materials made available to ALPP via Company’s data room including, but not limited to, inventory, aggregate sales and performance parameters. 

 

E.Indemnification Procedures

 

(1)Third-Party Claims. If any Indemnified Party receives notice of the assertion or commencement of any action, suit, claim or other legal proceeding made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third-Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party prompt written notice thereof. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure or is otherwise prejudiced by such failure. Such notice by the Indemnified Party shall describe the Third-Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third-Party Claim at the Indemnifying Party's expense and by the Indemnifying Party's own counsel, and the Indemnified Party shall cooperate in good faith in such defense. In the event that the Indemnifying Party assumes the defense of any Third-Party Claim, subject to Section 7.E(2), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third-Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right, at its own cost and expense, to participate in the defense of any Third-Party Claim with counsel selected by it subject to the Indemnifying Party's right to control the defense thereof. If the Indemnifying Party elects not to compromise or defend such Third-Party Claim or fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, the Indemnified Party may, subject to Section 7.E(2), pay, compromise, defend such Third-Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third-Party Claim. The Company, ALPP, and A4TI 


shall cooperate with each other in all reasonable respects in connection with the defense of any Third-Party Claim, including making available records relating to such Third-Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third-Party Claim.

 

(2)Settlement of Third-Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed), except as provided in this Section 7.E(2). If a firm offer is made to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim, and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third- Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 7.E(1), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed). 

 

(3)Direct Claims. Any claim by an Indemnified Party on account of a Loss which does not result from a Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party prompt written notice thereof. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure or is otherwise prejudiced by such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have 30 days after its receipt of such notice to respond in writing to such Direct Claim. During such 30-day period, the Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party's investigation by giving such information and assistance (including access to the Company's premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such 30-day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement. 

 

F.Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the parties as an adjustment to the Merger Consideration for Tax purposes, unless otherwise required by Law. 


 

G.Exclusive Remedies. The Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud on the part of a Party hereto in connection with the transactions contemplated by this Agreement) 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 Section 7. In furtherance of the foregoing, 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 Section 7. Nothing in this Section 7.G shall limit any Person's right to seek and obtain any equitable relief or to seek any remedy on account of intentional fraud by any Party hereto. 

 

8.Definitions. 

 

“Adverse Effect” or “Adverse Change” means any effect or change that is materially adverse to the business, assets, financial condition, operating results, or operations of Company or ALPP, as appropriate or the ability of the Company to consummate the transactions contemplated hereby; provided, however, that none of the following shall constitute, or shall be considered in determining whether there has occurred, and no change, event, development, or effect arising from or relating to the following shall constitute an Adverse Effect or Adverse Change: (a) the announcement of the execution of this Agreement or the pendency of consummation of the merger (including the threatened or actual impact on relationships of the Company with customers, vendors, suppliers, distributors, landlords, or employees (including the threatened or actual termination, suspension, modification or reduction of such relationships)); (b) general business or economic conditions, including such conditions related to the general economic conditions that affect the industries in which the Company and ALPP conduct their business, (c) national or international political or social conditions, including without limitation the engagement by the United States in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack upon the United States, or any of its territories, possessions, or diplomatic or consular offices or upon any military installation, equipment or personnel of the United States, (d) financial, banking, or securities markets, including any general suspension of trading in, or limitation on prices for, securities on any national exchange or trading market, except for suspensions of trading in or limitations on prices for securities of ALPP capital stock, so long as such suspensions or limitations do not include all other similarly situated securities in the exchange or market in which the securities of ALPP capital stock are traded, (e) changes in GAAP or laws, rules, regulations, orders, or other binding directives issued by any governmental entity, (f) the taking of any action contemplated by this Agreement and the other agreements contemplated hereby, (g) changes resulting from natural disasters, weather conditions, epidemics, pandemics, disease outbreaks, public health emergencies, or other force majeure events; and (h) changes that can be or have been cured at any time, or whether ALPP or Company, as appropriate, has knowledge of such effect or change on the date hereof.

 

“Affiliate” has the meaning set forth in Rule 12b-2 of the regulations promulgated under the Exchange Act.

 

“ALPP Shares” means the shares of Class A Common Stock, par value $0.0001.

 

“ALPP SEC Reports” means each report, schedule, registration statement, definitive proxy statement and other document required to be filed by ALPP and its predecessors and officers and directors


under the Exchange Act or the Securities Act as such documents have been amended since the time of their filing.

 

“Closing Cash” means the cash balance in the Company’s operating bank account as of the close of business on the Closing Date.

 

“Code” means the Internal Revenue Code of 1986, as amended, or any succeeding law. “Company Securityholders” means Samuel Gong, Wade Lin, and John Doricko. “DGCL” means the General Corporation Law of the State of Delaware, as amended.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder.

 

“GAAP” means United States generally accepted accounting principles as in effect from time to time, consistently applied.

 

“Governmental Authority” means any national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority.

 

"Knowledge” means actual knowledge.

 

“Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement or rule of law of any Governmental Authority.

 

“Losses” means actual out-of-pocket losses, damages, liabilities, costs or expenses, including reasonable attorneys' fees.

 

“Ordinary Course of Business” means the ordinary course of business consistent with past custom and practice, including with respect to nature, quantity and frequency.

 

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, any other business entity, or a governmental entity (or any department, agency, or political subdivision thereof).

 

“SEC” means the Securities and Exchange Commission.

 

“Securities Act” means the Securities Act of 1933, as amended, and the regulations promulgated thereunder.

 

“Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, association, or other business entity of which (a) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof or (b) if a limited liability company, partnership, association, or other business entity (other than a corporation), a majority of the partnership or other similar ownership interests thereof is at the time


owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof and for this purpose, a Person or Persons owns a majority ownership interest in such a business entity (other than a corporation) if such Person or Persons will be allocated a majority of such business entity's gains or losses or will be or control any managing director or general partner of such business entity (other than a corporation). The term "Subsidiary" will include all Subsidiaries of such Subsidiary.

 

“Tax” or “Taxes” means any federal, state, local, or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental (including taxes under Code §59A), customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax of any kind whatsoever, including any interest, penalty, or addition thereto, whether disputed or not and including any obligations to indemnify or otherwise assume or succeed to the Tax liability of any other Person.

 

“Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

 

“Trading Day” or “Trading Days” means that calendar day or those calendar days recognized by national securities exchanges as a day in which securities are traded on the market or exchange, as the case might be, with regular recognized trading hours in the calendar day.

 

“Uncured Breach” means an unexcused breach of any material representation, warranty or covenant contained in this Agreement, in any material respect, following written notice reasonably specifying the breach and the demanded manner of cure, if and when the breach has continued without cure for a period often (10) days after the notice of breach.

 

9.General. 

 

A.Press Releases and Public Announcements. No Party will issue any press release or make any public announcement relating to the subject matter of this Agreement without the prior written approval of the other Parties; provided, however, that any Party may make any public disclosure as may be required by applicable law or any listing or trading agreement concerning its publicly traded securities (in which case the disclosing Party will use its best efforts to advise the other Party prior to making the disclosure). 

 

B.No Third-Party Beneficiaries. This Agreement will not confer any rights or remedies upon any Person other than the Parties and their respective successors and permitted assigns. 

 

C.Succession and Assignment. This Agreement will be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Parties. 

 

D.Headings and Days. The section headings contained in this Agreement are inserted for convenience only and will not affect in any way the meaning or interpretation of this Agreement. Any reference to “day” or “days” shall mean calendar day or calendar days unless otherwise noted, and any day falling on a weekend or recognized holiday shall be deemed to be the next business day. 


 

E.Notices. All notices, requests, demands, claims, and other communications hereunder will be in writing. Any notice, request, demand, claim, or other communication hereunder will be deemed duly given (i) when delivered personally to the recipient, (ii) one (1) business day after being sent to the recipient by reputable overnight courier service, (iii) one (1) business day after being sent to the recipient by facsimile transmission or electronic mail, or (iv) four (4) business days after being mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid, and addressed to the intended recipient as set forth below: 

 

If to ALPP or Merger Sub:

 

Alpine 4 Technologies, Ltd.

2525 E Arizona Biltmore Cir, Suite 237 Phoenix AZ 85016 Email:kwilson@alpine4.com

 

With a copy which shall not constitute notice delivered to:

 

Kirton McConkie, P.C.

50 East South Temple Street, Suite 400 Salt Lake City, UT 84111

Attn: C. Parkinson Lloyd Email: plloyd@kmclaw.com

 

If to Company:

 

Electjet, Inc.

 

With a copy which shall not constitute notice delivered to:

 

Prometheus Partners, LLP

555 Montgomery Street, Suite 708 San Francisco, CA 94111

Attn: Daniel C. Quintero

Email: daniel.quintero@prometheus-law.com

 

Any Party may change the address to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving the other Parties notice in the manner herein set forth.

 

F.Governing Law. This Agreement will be governed by and construed in accordance with the domestic laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. 

 

G.Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction will not affect the validity or enforceability of the remaining terms and 


provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.

 

H.Attorneys and Expenses. All Parties have been represented by their own separate counsel in connection with this Agreement. 

 

I.Construction. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, 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 of the provisions of this Agreement. Any reference to any federal, state, local, or foreign statute or law will be deemed also to refer to all rules and regulations promulgated thereunder, unless the context otherwise requires. The word "including" will mean including without limitation. Time is of the essence of each provision of this Agreement. 

 

J.Incorporation of Exhibits. The Exhibits identified in this Agreement are incorporated herein by reference and made a part hereof. 

 

K.Counterparts. This Agreement may be executed in one or more counterparts, including by means of facsimile, each of which will be deemed an original, and all of which together will constitute one and the same instrument. 

 

L.Entire Agreement. This Agreement, including the attached Exhibits and documents referred to herein, constitutes the entire agreement among the Parties, and supersedes all prior or contemporaneous understandings or agreements, whether written or oral. Neither party has relied upon any promise, representation or undertaking not expressly set forth herein. To the extent that there is any conflict between any provision in this Agreement and any provision in any other agreement to which the Parties are also parties, the provision of this Agreement shall govern. 

 

[Signature page follows.]


 

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.

 

ALPP:

COMPANY

ALPINE 4 TECHNOLOGIES, LTD.

Elecjet, Inc.

By:  /s/ Kent B. Wilson  

By: /s/ Samuel Gong  

Kent B. Wilson

Samuel Gong

President and Chief Executive Officer

President and CEO

 

A4TI:

 

A4 TECHNOLOGIES, INC.

 

 

Company Securityholders:

By: /s/ Kent B. Wilson   Kent B. Wilson 

By: /s/ Samuel Gong   Samuel Gong 

President and Chief Executive Officer

 

MERGER SUB:

By: /s/ Wade Lin  Wade Lin 

By: /s/ Kent B. Wilson   Kent B. Wilson 

Chief Executive Officer

 

 

By: /s/ John Doricko  John Doricko 

ALPP ACQUISITION CORPORATION 3, INC.

By: /s/ Kent B. Wilson  

 

Kent B. Wilson

 

President and Chief Executive Officer

 


EXHIBIT A-1

 

Gong Employment Agreement (Attached hereto)


Exhibit A-2

 

Lin Employment Agreement (Attached hereto)



Exhibit A-3 Royalty Agreement (Attached hereto)



EXHIBIT B

 

Merger Certificate (Attached hereto)



CERTIFICATE OF MERGER

merging

ALPP ACQUISITION CORPORATION 3, INC.

with and into ELECJET CORP.

Pursuant to Title 8, Section 251(c) of the General Corporation Law of the State of Delaware, the undersigned corporation does hereby certify that:

FIRST: The name and state of incorporation of the constituent corporations of the merger described in this Certificate of Merger are: ALPP Acquisition Corporation 3, Inc., a Delaware corporation (“Merger Sub”), and Elecjet Corp., a Delaware corporation (the “Surviving Corporation”).

SECOND: The Agreement and Plan of Merger, dated as of November 28, 2021 (the “Merger Agreement”), setting forth the terms and conditions pursuant to which Merger Sub will be merged with and into the Surviving Corporation (the “Merger”), has been approved, adopted, executed, and acknowledged by each of the constituent corporations in accordance with the General Corporation Law of the State of Delaware.

THIRD: The Surviving Corporation shall be the surviving corporation of the Merger and the name of the Surviving Corporation shall be Elecjet Corp.

FOURTH: The Merger will become effective upon the filing of this Certificate of Merger with the Secretary of State of the State of Delaware (the “Effective Time”).

FIFTH: As of the Effective Time, the Certificate of Incorporation of the Surviving Corporation shall be amended and restated to read in its entirety as set forth in Exhibit A attached hereto and, as so amended, shall be the Certificate of Incorporation of the Surviving Corporation.

SIXTH: The executed Merger Agreement is on file at the office of the Surviving Corporation, located at 5680 Highway 6, Missouri City, TX 77479.

SEVENTH: A copy of the Merger Agreement will be furnished by the Surviving Corporation, on request and without cost, to any stockholder of any constituent corporation.

IN WITNESS WHEREOF, the Surviving Corporation has caused this Certificate of Merger to be duly executed in its corporate name by an authorized officer on this day of November, 2021. 

 

ElecJet Corp.

By:

 

Kent Wilson, Authorized Officer



EXHIBIT A

 

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION OF
ELECJET CORP.

 

 

ElecJet Corp., a corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:

 

 

FIRST: The name of the corporation is ElecJet Corp.

 

 

SECOND: The original Certificate of Incorporation of the corporation was filed with the Secretary of State of the State of Delaware on ___________________________.

 

 

THIRD: Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware, this Amended and Restated Certificate of Incorporation restates, integrates and further amends the provisions of the Certificate of Incorporation of the corporation.

 

 

FOURTH: The Certificate of Incorporation of the corporation shall be amended and restated to read in full as follows:

 

 

1.The name of the corporation is ElecJet Corp. (the "Corporation"). 

 

2.The Corporation's registered office in the State of Delaware is located at 16192 Coastal Highway, Lewes, Delaware 19958, County of Sussex. The registered agent in charge thereof is Harvard Business Services, Inc. 

 

3.The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL. 

 

4.The Corporation is authorized to issue a total number of shares of 1,500 shares having a par value of $0.01 per share. All shares shall be common shares and of one class. 

 

5.The business and affairs of the Corporation shall be managed by or under the direction of the board of directors (the "Board"), and the directors comprising the Board (the "Directors") need not be elected by written ballot. The number of Directors on the Board shall be set by a resolution of the Board. 

 

6.The Corporation shall exist perpetually unless otherwise decided by a majority of the Board. 

 

7.In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board is authorized to amend or repeal the bylaws. 

 

8.The Corporation reserves the right to amend or repeal any provision in this Certificate of Incorporation in the manner prescribed by the laws of the State of Delaware. 

 

9.To the fullest extent permitted by the DGCL, a Director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a Director. No amendment to, modification of, or repeal of this item Tenth shall apply to or have any effect on the liability of a Director for or with respect to any acts or omissions of such Director occurring prior to such amendment. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of Directors, then this Certificate should be read to eliminate or limit the liability of a Director of the Corporation to the fullest extent permitted by the DGCL, as so amended. 



IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by Kent B. Wilson, its Chief Executive Officer, this ______ day of December, 2021.

 

 

 

By_________________________________

Kent B. Wilson

Chief Executive Officer


EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into on November 29, 2021 by and between ElecJet, Inc., a Delaware corporation (“Company”), and Samuel Gong (“Employee”).  Alpine 4 Holdings, Inc., a Delaware corporation (“ALPP”) is a party hereto for certain limited purposes under the Agreement.  

WHEREAS, concurrent with the execution of this agreement, the Company, ALPP and other parties thereto are entering into a Merger Agreement (as it may be amended, modified or supplemented in accordance with its terms, the “Merger Agreement”); and

WHEREAS, following the closing of the transaction contemplated under the Merger Agreement (the “Closing”), the Company desires to employ the Employee as President as set forth in this Agreement.  

NOW, THEREFORE, for good and valuable consideration, the parties hereto agree as follows:

1.THE DUTIES.  Subject to the terms of this Agreement, Company hereby engages Employee to perform, and Employee shall devote substantially all of Employee’s business time and attention to perform, such duties (the “Duties”) as specified in Exhibit A attached hereto, as amended from time to time in writing signed by Company and Employee (the “Scope of Duties”).  Employee shall report directly to the COO, CEO, or Board of Directors (the “Board”), or its designee, of ALPP. 

Employee will not engage in any other business, profession, or occupation for compensation or otherwise which would conflict or interfere with the performance of the Duties either directly or indirectly without the prior written consent of the Board. Notwithstanding the foregoing, the Employee will be permitted to (a) with the prior written consent of the Board (which consent will not be unreasonably withheld or delayed) act or serve as a director, trustee, committee member, or principal of any type of business, civic, or charitable organization as long as such activities are disclosed in writing to the Company, and (b) purchase or own less than five percent (5%) of the publicly traded securities of any corporation; provided that, such ownership represents a passive investment and that the Employee is not a controlling person of, or a member of a group that controls, such corporation; provided further that, the activities described in clauses (a) and (b) do not interfere with the performance of the Employee's duties and responsibilities to the Company as provided hereunder.

2.TERM; TERMINATION.   

2.1.Term.  This Agreement shall come into effect immediately following the Closing (the “Effective Date”) and will terminate automatically on the earlier of prior written notice by either party to the other of termination (“Termination Notice”) of the Duties subject to Section 2.2 below (the time between the Effective Date and any termination hereunder hereafter referred to as the “Term”), provided however, that should the Merger Agreement terminate for any reason before the merger becomes effective, all the provisions of this Agreement will terminate, with no liability or obligation of either party under this Agreement. 

2.2.Termination of Employment for Cause or Good Reason.  For the first twelve (12) months of the Term (“Initial Period”), Employee can only be terminated for Cause or may resign for Good Reason. Following the Initial Period, Employee can be terminated for Cause or without Cause at the sole discretion of ALPP.  For purposes of this Section 2.2: 

(a)“Cause” for the Company to terminate the Employee hereunder shall mean the occurrence of any of the following events, as determined by the Board or a committee designated by the Board in good faith.   


(i)The Employee’s conviction of any felony or any crime involving moral turpitude or dishonesty; 

(ii)The Employee’s participation in a fraud involving or against the Company; 

(iii)The Employee’s willful and material breach of his Duties that is not cured within thirty (30) calendar days after the Employee’s written notice from the Board of such a breach; or 

(iv)The Employee’s intentional and material damage to the Company’s property.   

 

For purposes of this provision, no act or failure to act on the part of the Employee shall be considered "willful" unless it is done, or omitted to be done, by the Employee in bad faith or without reasonable belief that the Employee's action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board or on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Employee in good faith and in the best interests of the Company.

 

(b)“Good Reason” for the Employee, exercising his sole discretion, to terminate his Duties hereunder shall mean the occurrence of any of the following events: 

(i)A material change in the geographic location at which the Employee must perform his or her duties to a point that is located more than fifty (50) miles from the Employee’s residence as set forth on the signature page hereto or, in the event that the Employee elects to perform the Duties required by this Agreement at any other business office established by the Company, a material change in the geographic location at which the Employee must perform his or her duties to a point that is located more than fifty (50) miles from such business office;  

(ii)Voluntary resignation between the sixth (6th) month anniversary of the Initial Period and termination of the Initial Period;  

(iii)A material reduction in the Employee's Base Salary other than a general reduction in Base Salary that affects all similarly situated executives in substantially the same proportions; 

(iv)Any material breach by the Company of any material provision of this Agreement or any material provision of any other agreement between the Employee and the Company 

(v)Any material breach by the Company of any material provision of this Agreement or any material provision of any other agreement between the Employee and the Company; 

(vi)The Company's failure to obtain an agreement from any successor to the Company to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no succession had taken place, except where such assumption occurs by operation of law; 

 

(vii) A material reduction in the Employee's Target Bonus opportunity;


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(viii)A material, adverse change in the Employee's title, authority, duties, or responsibilities (other than temporarily while the Employee is physically or mentally incapacitated or as required by applicable law) taking into account the Company's size, status as a public company, and capitalization as of the date of this Agreement; 

(ix)A material adverse change in the reporting structure applicable to the Employee. 

 

 

2.3.Termination Notice.  This Agreement shall terminate two (2) weeks after receipt of a Termination Notice by either party.     

2.4.Effect of Termination.  Termination of this Agreement will constitute termination of the Employee’s Duties, and will also terminate Company’s obligation to pay the compensation as provided in Section 3.1, except as may be provided by Section 2.5 below. Notwithstanding the foregoing, the terms of Section 4.5, Sections 5 through 6, Section 7.2, and Section 8 of this Agreement will survive termination of this Agreement and Employee, ALPP, and the Company shall remain bound thereby.   

2.5.Additional Terms Regarding Termination

(a)Cobra. If the Employee timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), the Company shall reimburse the Employee the difference between the monthly COBRA premium paid by the Employee for the Employee and the Employee's dependents and the monthly premium amount paid by similarly situated active executives. Such reimbursement shall be paid to the Employee by the last day of the month immediately following the month in which the Employee timely remits the premium payment. The Employee shall be eligible to receive such reimbursement until the earliest of: (i) the 12-month anniversary of the Termination Date; (ii) the date the Employee is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Employee becomes eligible to receive substantially similar coverage from another employer or other source. Notwithstanding the foregoing, if the Company's making payments under this Section 2.5(a) would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act (the "ACA"), or result in the imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder), the parties agree to reform this Section 2.5(a) in a manner as is necessary to comply with the ACA. 

(b)Death or Disability 

(i)The Employee's employment hereunder shall terminate automatically on the Employee's death during the Employment Term, and the Company may terminate the Employee's employment on account of the Employee's Disability.  

(ii)If the Employee's employment is terminated during the Employment Term on account of the Employee's death or Disability, the Employee (or the Employee's estate and/or beneficiaries, as the case may be) shall be entitled to receive the following: 

(A)the Accrued Amounts; and 

(B)a lump sum payment equal to the Employee's Target Bonus for the year in which the Termination Date occurs, which shall be paid within 30 days following the Termination Date.  


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Notwithstanding any other provision contained herein, all payments made in connection with the Employee's Disability shall be provided in a manner which is consistent with federal and state law.

(iii)For purposes of this Agreement, "Disability" shall mean the Employee's inability, due to physical or mental incapacity, to perform the essential functions of the Employee's job, with or without reasonable accommodation, for one hundred eighty (180) days out of any three hundred sixty-five (365) day period or one hundred twenty (120) consecutive days.  Any question as to the existence of the Employee's Disability as to which the Employee and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Employee and the Company. If the Employee and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Employee shall be final and conclusive for all purposes of this Agreement. 

(c)Resignation of All Other Positions.  On termination of the Employee's employment hereunder for any reason, the Employee agrees to resign, effective on the Termination Date from all positions that the Employee holds as an officer or member of the Board (or a committee thereof) of the Company or any of its affiliates. 

(d)Section 280G.  

(i)If any of the payments or benefits received or to be received by the Employee (including, without limitation, any payments or benefits received in connection with a Change in Control or the Employee’s termination of employment, whether pursuant to the terms of this Agreement or any other plan, arrangement, or agreement, or otherwise (all such payments collectively referred to herein as the "280G Payments") constitute “parachute payments” within the meaning of Section 280G of the Code and will be subject to the excise tax imposed under Section 4999 of the Code (the "Excise Tax"), the Company shall pay to the Employee, no later than the time such Excise Tax is required to be paid by the Employee or withheld by the Company, an additional amount equal to the sum of the Excise Tax payable by the Employee, plus the amount necessary to put the Employee in the same after-tax position (taking into account any and all applicable federal, state, and local excise, income, or other taxes at the highest applicable rates on such 280G Payments and on any payments under this Section 2.5d(i) or otherwise) as if no Excise Tax had been imposed. 

(ii)All calculations and determinations under this Section 2.5d shall be made by an independent accounting firm or independent tax counsel appointed by the Company (the "Tax Counsel") whose determinations shall be conclusive and binding on the Company and the Employee for all purposes. For purposes of making the calculations and determinations required by this Section 2.5d, the Tax Counsel may rely on reasonable, good faith assumptions and approximations concerning the application of Section 280G and Section 4999 of the Code. The Company and the Employee shall furnish the Tax Counsel with such information and documents as the Tax Counsel may reasonably request in order to make its determinations under this Section 2.5d. The Company shall bear all costs the Tax Counsel may reasonably incur in connection with its services. 

(e)Cooperation.  The parties agree that certain matters in which the Employee will be involved during the Term may necessitate the Employee's cooperation in the future. Accordingly, following the termination of the Employee's employment for any reason, to the extent reasonably requested by the Board, the Employee shall cooperate with the Company in  


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connection with matters arising out of the Employee's service to the Company; provided that, the Company shall make reasonable efforts to minimize disruption of the Employee's other activities. The Company shall reimburse the Employee for reasonable expenses incurred in connection with such cooperation and, to the extent that the Employee is required to spend substantial time on such matters, the Company shall compensate the Employee at an hourly rate based on the Employee's Base Salary on the termination date.

 

3.COMPENSATION; PAYMENTS; EXPENSES; BENEFITS.   

3.1.Compensation

(a)Salary. Company will pay Employee at the base annual rate of $200,000 during the Initial Period with a base annual rate increase of no less than three-percent (3%) per annum during subsequent years of the Term after the Initial Period.  Employee shall be paid in accordance with the Company’s normal payroll cycle. 

(b)Contingent Award of Additional Stock.  Upon satisfaction of the contingencies specified below, Company will award Employee with up to 590,194 shares of ALPP Class A Common Stock (the “Stock Consideration”), equal to $1,800,000 worth of such ALPP Shares divided by the Variable Weighted Average Price (“VWAP”) of $3.05 per share as determined at the close of trade on November 22, 2021, to be awarded as follows: 

(i)196,731 shares following completion of 1 year of service as Employee of the Company, provided that by that time Employee has successfully helped cause the company to obtain production design specifications and performing prototypes of batteries in 18650, 21700, and 4680 form factors with approximately 2C charging and energy densities above the following(based on current models): For cylindrical cells (18650, 21700, 4680) 655 Wh/L and for pouch cells 650Wh/L 

(ii)196,731 shares following completion of 2 years of service as Employee of the Company, provided that by that time Employee has successfully helped cause the company to obtain ordering, installation, and operational specifications and plans for a turnkey battery manufacturing facility, including production line design, layout, material supply, equipment, and staffing. 

(iii)196,732 shares following completion of 3 years of service as Employee of the Company. 

 

3.2.Expenses.  The Employee shall be entitled to reimbursement for all reasonable and necessary out-of-pocket business, entertainment, and travel expenses incurred by the Employee in connection with the performance of the Employee's duties hereunder in accordance with the Company's expense reimbursement policies and procedures. 

3.3.Benefits.  During the Term, the Employee shall be entitled to participate in all employee benefit plans, practices, and programs maintained by the Company, as in effect from time to time (collectively, "Employee Benefit Plans"), on a basis which is no less favorable than is provided to other similarly situated executives of the Company, to the extent consistent with applicable law and the terms of the applicable Employee Benefit Plans. The Company reserves the right to amend or terminate any Employee Benefit Plans at any time in its sole discretion, subject to the terms of such Employee Benefit  


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Plan and applicable law.  In addition to participating in the Employee Benefit Plans, during the Term the Employee shall be entitled to any other additional fringe benefits, perquisites, and paid vacation consistent with the practices of the Company and governing benefit plan requirements (including plan eligibility provisions), to the extent the Company provides such benefits or perquisites (or both) to similarly situated executives of the Company.

4.COVENANTS, REPRESENTATIONS AND WARRANTIES. Employee hereby covenants, represents and warrants to Company that:  

4.1.Performance of Duties.  The Duties shall be performed in a professional and workmanlike manner and in accordance with industry standards.  Any deliverables provided by Employee shall comply with the requirements set forth in the Scope of Duties.  Employee shall not subcontract or assign Duties without Company’s prior written consent. 

4.2.No Conflicts.  Employee’s performance of all the terms of this Agreement and Employee’s work for Company does not and will not breach any invention, assignment or proprietary information agreement with any former employer or other party, or create any conflict of interest with anyone.  Employee will not enter into any other agreement with any other person or entity, either written or oral, in conflict with the terms of this Agreement.  

4.3.Limitation on Disclosures.  Employee will not disclose to Company or use for the benefit of Company any confidential information of a third party or derived from sources other than engagement with Company or association with Company during the Term. 

4.4.No Conflicts of Interest.  During the term of this Agreement Employee will not, without the prior written approval of the Company, directly or indirectly participate in or assist any business that is a current or potential supplier, customer or competitor of Company; provided, however, that Employee may invest in such companies to an extent not exceeding one percent (1%) of the total outstanding shares in each of one or more such companies whose shares are listed on a national securities exchange or quoted daily by NASDAQ or NYSE. 

4.5.Non-Solicitation.  During Employee’s employment with Company and for five (5) years after termination of employment with the Company for Cause or Good Reason during the Initial Period, or termination for any reason after the Initial Period, in order to enable Company to maintain a stable work force and to operate its business, Employee shall not, without the prior written consent of the Company, either directly or indirectly solicit, induce, recruit or encourage any of Company’s employees, contractors, vendors or customers to leave their employment or engagement with Company, either for Employee or for any other person or entity.   

5.CONFIDENTIALITY.   

5.1.Definitions

(a)Affiliate companies (“Affiliate Companies”) shall mean Elecjet LLC (Texas), Elecjet USA LLC (Texas), Real Graphene USA LLC (Texas), Real Graphene USA LLC (California), and Shenzhen Warm Life Science and Technology Co. ,Ltd (China), 

(b)Relationship (“Relationship”) shall mean any employment, consulting, officer, manager, board member, affiliate, collaborative, or founder relationship between the Employee and Company and/or Affiliate Companies, whether commenced prior to, upon or after the date of this Agreement.  


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(c) Confidential information (“Confidential Information”) shall mean all information which Employee may produce, obtain, or otherwise learn of during the Relationship,  including but not limited to all information of Company and Affiliate Companies that existed before and up to the Effective Date of the Merger Agreement, that is either acknowledged as confidential by Company and/or Affiliate Companies, or whose confidential nature is reasonably apparent based on the circumstances under which the information was produced, obtained, or otherwise learned of or made available, including without limitation: (a) all matters of a technical nature, such as trade secrets, intellectual property, know-how, formulae, computer programs, source code, object code, machine code, routines, algorithms, software and documentation, secret processes or machines, inventions and research projects, including but not limited to all matters of a technical nature regarding batteries, battery composition, battery manufacture, battery power management (including anything related to charging, discharging, interface, control, power management, communication, interface or other interconnection between the battery, source of power, destination of power or the control, transfer of power, communication and monitoring thereof), and battery power storage; (b) all matters of a business nature, such as information about costs, profits, markets, sales, customers, business contacts, suppliers, and employees (including salary, evaluation, and other personnel data); (c) all plans for further development; and (d) any other information of a similar nature.  Although certain information or technology may be generally known in the relevant industry, the fact that Company uses it, and how Company uses it, may not be so known, and therefore is Confidential Information.  Furthermore, the fact that various fragments of information or data may be generally known in the relevant industry does not mean that the manner in which Company combines them and the results obtained thereby are so known, and in such instance that fact also is Confidential Information.  For the avoidance of doubt, Confidential Information may include proprietary or confidential information of any third party disclosed to Company under condition of confidentiality.  Notwithstanding the foregoing, “Confidential Information” does not include information that Employee can demonstrate by documentation: (i) was already known to Employee prior to the Relationship; (ii) was or is independently developed by Employee without reference to or use of any Confidential Information; (iii) was or becomes generally known by the public not as a result of any inaction or action of the Employee.  

5.2.Obligations of Confidentiality and Limited Use.  Employee shall regard and preserve as confidential, and shall not divulge to unauthorized persons or use, or authorize or encourage persons who are under Employee’s direction or supervision to use, for any unauthorized purposes, either during or after the term of the engagement, any Confidential Information. Employee shall not deliver, reproduce, or in any way allow any such Confidential Information to be delivered to or used by any third parties for any purpose (including, without limitation, any purpose harmful to or competitive with the interests of the Company) without the specific direction or consent of a duly authorized representative of the ALPP. Employee acknowledges and agrees that some of the Confidential Information may be considered “material non-public information” for purposes of the federal securities laws (“Insider Information”) and that the Employee will abide by all securities laws relating to the handling of and acting upon Insider Information. 

5.3.Exceptions to Obligations of Non-Disclosure.  Notwithstanding the foregoing nondisclosure obligations: 

(a)Employee may disclose Confidential Information to the extent required by law or valid order of a court or other governmental authority; provided that Employee shall first have given notice to Company and shall have made a reasonable effort to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued;  

(b)Pursuant to 18 U.S.C. Section 1833(b), Employee shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to  


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an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

(c)Nothing herein prohibits or restricts the Employee (or the Employee's attorney) from initiating communications directly with, responding to an inquiry from, or providing testimony before the Securities and Exchange Commission (SEC), the Financial Industry Regulatory Authority (FINRA), any other self-regulatory organization, or any other federal or state regulatory authority. 

(d)For purposes of the Notice of Immunity Under the Economic Espionage Act of 1996, as amended by the Defend Trade Secrets Act of 2016 ("DTSA"), notwithstanding any other provision of this Agreement:  

(i)The Employee will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that: 

(A) is made (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (2) solely for the purpose of reporting or investigating a suspected violation of law; or  

(B)is made in a complaint or other document filed under seal in a lawsuit or other proceeding. 

(ii)If the Employee files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Employee may disclose the Company's trade secrets to the Employee's attorney and use the trade secret information in the court proceeding if the Employee: 

(A) files any document containing trade secrets under seal; and 

(B)does not disclose trade secrets, except pursuant to court order. 

 

5.4.Return of Confidential Information.  Upon request by Company, Employee agrees to promptly deliver or destroy (as instructed by Company) to Company the original and any copies of Confidential Information, whether physical or digital.   

6.OWNERSHIP RIGHTS.   

6.1.Ownership of Inventions.  Employee will promptly disclose in writing to the Company all inventions (whether or not patentable), ideas, improvements, techniques, know-how, concepts, processes, discoveries, developments, designs, formulae, artwork, content, software programs, other copyrightable works, trade secrets, technology, algorithms, data and any other work product created, conceived or developed by Employee (whether alone or jointly with others) during the Relationship, or which relate to any Confidential Information (collectively, “Inventions”).  Employee hereby agrees that all Inventions and all right, title and interest therein, including without limitation patents, patent rights, copyrights, mask work rights, trade secret rights and other intellectual property rights anywhere in the world (collectively “Rights”), are the sole property of Company.  Employee agrees to assign and hereby assigns to Company all Inventions and all Rights on a perpetual, worldwide and royalty-free basis.  Employee  


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agrees to perform all acts deemed necessary or desirable by Company to permit and assist it in evidencing, perfecting, obtaining, maintaining, defending and enforcing its Rights and/or Employee’s assignment with respect to such Inventions in any and all countries.  Such acts may include without limitation the execution of documents and assistance or cooperation in legal proceedings.  Employee hereby irrevocably designates and appoints Company and its duly authorized officers and agents as Employee’s agents and attorneys-in-fact to act for and on behalf and instead of Employee to execute and file any documents and to do all other lawfully permitted acts to further the above purposes with the same legal force and effect as if executed by Employee.

6.2.Ownership of Confidential Information.  As between the parties, Employee hereby agrees that all Confidential Information and rights therein are the sole property of Company.  Employee agrees to assign and hereby assigns to Company any rights or interests Employee may have or acquire in Confidential Information and all rights relating to all Confidential Information. 

6.3.Moral Rights. Employee hereby irrevocably transfers and assigns to the Company any and all Moral Rights that Employee may have in any Inventions. Employee also hereby forever waives and agrees never to assert against the Company, its successors or licensees any and all Moral Rights which Employee may have in any Inventions, even after termination of Employee’s employment with the Company. For purposes of this Agreement, the term “Moral Rights” means any right to claim authorship of a work, any right to object to any distortion or other modification of a work, and any similar right, existing under the law of any country in the world, or under any treaty. 

6.4.License to Preexisting IP.  Employee agrees not to use or incorporate into Inventions any intellectual property developed by any third party, or any intellectual property of Employee that has not been assigned to Company (collectively “Preexisting IP”), without benefit of license to do so.    In the event Employee uses or incorporates Employee’s Preexisting IP into Inventions, Employee hereby grants to Company a non-exclusive, perpetual, fully-paid and royalty-free, irrevocable and worldwide right, with the right to sublicense through multiple levels of sublicensees, to use, reproduce, distribute, create derivative works of, publicly perform and publicly display in any medium or format, whether now known or later developed, such Preexisting IP incorporated or used in Inventions.  However, in no event will Employee incorporate into Inventions any software code licensed under the GNU GPL or LGPL or any similar “open source” license, without written permission to do so from ALPP.  Employee represents and warrants that Employee has an unqualified right to license to Company all of their Preexisting IP as provided in this Section 6.4. 

7.INDEMNIFICATION

7.1Generally.  In the event that the Employee is made a party or threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a "Proceeding"), other than any Proceeding initiated by the Employee or the Company related to any contest or dispute between the Employee and the Company or any of its affiliates with respect to this Agreement or the Employee's employment hereunder, by reason of the fact that the Employee is or was a director or officer of the Company, or any affiliate of the Company, or is or was serving at the request of the Company as a director, officer, member, employee, or agent of another corporation or a partnership, joint venture, trust, or other enterprise, the Employee shall be indemnified and held harmless by the Company to the fullest extent applicable to any other officer or director of the Company/to the maximum extent permitted under applicable law and the Company's bylaws from and against any liabilities, costs, claims, and expenses, including all costs and expenses incurred in defense of any Proceeding (including attorneys' fees). Costs and expenses incurred by the Employee in defense of such Proceeding (including attorneys' fees) shall be paid by the Company in advance of the final disposition of such litigation upon receipt by the Company of: (i) a written request for payment; (ii) appropriate documentation evidencing the incurrence,  


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amount, and nature of the costs and expenses for which payment is being sought; and (iii) an undertaking adequate under applicable law made by or on behalf of the Employee to repay the amounts so paid if it shall ultimately be determined that the Employee is not entitled to be indemnified by the Company under this Agreement.

7.2Officer’s Insurance.  During the Employment Term and for a period of six (6) years thereafter, the Company or any successor to the Company shall purchase and maintain, at its own expense, directors' and officers' liability insurance providing coverage to the Employee on terms that are no less favorable than the coverage provided to other directors and similarly situated executives of the Company or any successor. 

7.3Assumption of Defense. In the event the Company shall be obligated under Section 7 hereof to pay the expenses of any Proceeding against Employee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by Employee (where such approval by Employee shall not be unreasonably withheld or delayed), upon the delivery to Employee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Employee, and the retention of such counsel by the Company, the Company will not be liable to Employee under this Agreement for any fees of counsel subsequently incurred by Employee with respect to the same Proceeding, provided that (i) Employee shall have the right to employ counsel in any such Proceeding at Employee’s expense; and (ii) if (A) the employment of counsel by Employee has been previously authorized by the Company, (B) Employee shall have reasonably concluded that there may be a conflict of interest between the Company and Employee in the conduct of any such defense , (C) the Company failed to employ counsel to assume the defense of such Proceeding, or (D) Employee is the only named party from Company in the Proceeding with neither the  Company or its other Employees ever having been named in the same Proceeding, then the fees and expenses of Employee’s separately chosen counsel shall be at the expense of the Company. 

8.OTHER EMPLOYMENT TERMS 

8.1.Non-Disparagement. The Employee agrees and covenants that the Employee will not at any time make, publish, or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments, or statements concerning the Company or its businesses, or any of its employees, officers. 

This Section 8.1 does not, in any way, restrict or impede the Employee from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. The Employee shall promptly provide written notice of any such order to the Board.

The Company agrees and covenants that it shall direct its officers and directors to refrain from making any defamatory or disparaging remarks, comments, or statements concerning the Employee to any third parties.

9.GENERAL TERMS 

9.1.Severability; Amendment; Waiver.  If the application of any provision or provisions of this Agreement to any particular facts or circumstances is held to be invalid or unenforceable by any court of competent jurisdiction, then the validity and enforceability of such provision or provisions as applied to any other particular facts or circumstances and the validity of other provisions of this Agreement will not in any way be affected or impaired thereby.  This Agreement may not be amended or waived except in a written amendment executed by Employee and an officer of Company and ALPP.  The waiver of any one default will not waive any other default. 


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9.2.Governing Law.  This Agreement shall be governed in all respects by the laws of the United States of America and by the laws of the State of Arizona, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction.  The prevailing party will be entitled to reasonable attorneys’ fees and expenses. 

9.3.Notices.  Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows with notice deemed given as indicated: (a) by personal delivery when delivered personally; (b) by overnight courier upon written verification of receipt; (c) by telecopy or facsimile transmission upon acknowledgment of receipt of electronic transmission; or (d) by certified or registered mail, return receipt requested, upon verification of receipt.  Notice shall be sent to the addresses set forth in the signature block below or such other address as either party may specify in writing. 

9.4.Assignment.  Neither party shall assign this Agreement without the prior written consent of the other party.  This Agreement will inure to the benefit of and will be binding upon the successors and permitted assigns of the parties, including without limitation any entity acquiring all or substantially all of the assets or voting stock of Company and any wholly-owned U.S. subsidiary of Company. 

9.5.Interpretation.  The language of this Agreement will be construed as a whole according to its fair meaning, and not strictly for or against any of the parties.  The section headings in this Agreement are solely for convenience and will not be considered in its interpretation.  

9.6.Counterparts; Exhibits.  This Agreement may be executed in any number of counterparts, each of which will be an original, but all of which together will constitute one instrument.  The exhibits referred to herein and annexed hereto are hereby incorporated into and made a part of this Agreement. 

[Signature page follows]


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IN WITNESS WHEREOF, for the purpose of binding the parties hereto to this Agreement, the parties or their duly authorized representatives have signed their names on the dates indicated below.  Employee understands that, notwithstanding the date of execution or acceptance by Company, this Agreement is effective as of the Effective Date.

 

COMPANY

 

 

ELECJET, INC.

 

 

 

 

By:

/s/ Kent B. Wilson

 

 

Name: Kent B. Wilson

 

 

Title: CEO

 

 

ALPP

 

 

 

ALPINE 4 HOLDINGS, INC..

 

 

 

 

By:

/s/ Kent B. Wilson

 

 

Name: Kent B. Wilson

 

 

Title: President and Chief Executive Officer

 

 

 

 

Employee

 

 

 

 

By:

/s/ Samuel Gong

 

          Samuel Gong

 

 

Address:

4006 Brookfield Run Lane

 

Sugar Land, TX 77479

 

 

Phone:

(310) 561-5132

 

 

 

 

Email:

sam.gong@realgrapheneusa.com


SIGNATURE PAGE TO EMPLOYEE AGREEMENT 


EXHIBIT A

SCOPE OF DUTIES AND COMPENSATION

Duties

Reporting Relationships:  This position will report directly to the COO and CEO of ALPP and the Company. ALPP may add new direct reports as needed.

Employee:

Planning

·In conjunction with the CEO and COO of Alpine 4 employee take a lead position in formulating the Company’s future direction and provide recommendations to strategically enhance the company’s performance and business opportunities. 

·Provide strategic input and leadership for the growth and profitability of the company. 

·Provide direct supervision of the company for Fixed Operations, Production, and Sales. Work in conjunction with the Leadership Team to meet the goals of the Company monthly forecast and plans. 

·Provide input and effort on Strategic planning and execution to enhance profitability, productivity and efficiency throughout the Company’s operations. 

·Ensure that all the knowledge transfer of; design specifications, patent input, operational systems, battery designs, production techniques, customer base, 3rd party software and internally written code is transferred and properly understood. 

·Further development of battery-related technologies, battery manufacturing, and battery-related products. 

 

Operations

·Promote the Company’s DSF Business Model and Culture throughout the Company. 

·Provide oversight and direction for all other Company executives. 

·Develop and maintain good working relationships with our primary manufactures, suppliers and industry representatives. 

 

Reporting

·In conjunction with the CEO, conduct weekly (or more frequently) management meetings to develop better communication while encouraging greater awareness and accountability within the group. 

·Communicate the results of monthly and year to date numbers with ALPP management. 

 

Risk Management

·Identify, understand and mitigate any key elements of the company’s risk profile. 

·Document and monitor all open legal issues involving the company, and any legal/compliance issues affecting our industry. 

·Work in conjunction with the ALPP Management, HR and other departments on;  vendor, customer, and governmental compliance training for all Subsidiaries. 


SIGNATURE PAGE TO EMPLOYEE AGREEMENT 


 

Leadership Development

·Inspire trust by being a credible leader that follows our Core Values. 

·Create vision by clearly defining where your team is going and how they are going to get there. 

Coach and mentor by investing in each person on your team to improve performance, solve problems and grow their careers.


SIGNATURE PAGE TO EMPLOYEE AGREEMENT 

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into on November 29, 2021 by and between ElecJet, Inc., a Delaware corporation (“Company”), and Wade Lin (“Employee”).  Alpine 4 Holdings, Inc., a Delaware corporation (“ALPP”) is a party hereto for certain limited purposes under the Agreement.  

WHEREAS, concurrent with the execution of this agreement, the Company, ALPP and other parties thereto are entering into a Merger Agreement (as it may be amended, modified or supplemented in accordance with its terms, the “Merger Agreement”); and

WHEREAS, following the closing of the transaction contemplated under the Merger Agreement (the “Closing”), the Company desires to employ the Employee as Vice-President of Product Development as set forth in this Agreement.  

NOW, THEREFORE, for good and valuable consideration, the parties hereto agree as follows:

1.THE DUTIES.  Subject to the terms of this Agreement, Company hereby engages Employee to perform, and Employee shall devote substantially all of Employee’s business time and attention to perform, such duties (the “Duties”) as specified in Exhibit A attached hereto, as amended from time to time in writing signed by Company and Employee (the “Scope of Duties”).  Employee shall report directly to the COO, CEO, or Board of Directors (the “Board”), or its designee, of ALPP. 

Employee will not engage in any other business, profession, or occupation for compensation or otherwise which would conflict or interfere with the performance of the Duties either directly or indirectly without the prior written consent of the Board. Notwithstanding the foregoing, the Employee will be permitted to (a) with the prior written consent of the Board (which consent will not be unreasonably withheld or delayed) act or serve as a director, trustee, committee member, or principal of any type of business, civic, or charitable organization as long as such activities are disclosed in writing to the Company, and (b) purchase or own less than five percent (5%) of the publicly traded securities of any corporation; provided that, such ownership represents a passive investment and that the Employee is not a controlling person of, or a member of a group that controls, such corporation; provided further that, the activities described in clauses (a) and (b) do not interfere with the performance of the Employee's duties and responsibilities to the Company as provided hereunder.

2.TERM; TERMINATION.   

2.1.Term.  This Agreement shall come into effect immediately following the Closing (the “Effective Date”) and will terminate automatically on the earlier of prior written notice by either party to the other of termination (“Termination Notice”) of the Duties subject to Section 2.2 below (the time between the Effective Date and any termination hereunder hereafter referred to as the “Term”), provided however, that should the Merger Agreement terminate for any reason before the merger becomes effective, all the provisions of this Agreement will terminate, with no liability or obligation of either party under this Agreement. 

2.2.Termination of Employment for Cause or Good Reason.  For the first twelve (12) months of the Term (“Initial Period”), Employee can only be terminated for Cause or may resign for Good Reason. Following the Initial Period, Employee can be terminated for Cause or without Cause at the sole discretion of ALPP.  For purposes of this Section 2.2: 

(a)“Cause” for the Company to terminate the Employee hereunder shall mean the occurrence of any of the following events, as determined by the Board or a committee designated by the Board in good faith.   


(i)The Employee’s conviction of any felony or any crime involving moral turpitude or dishonesty; 

(ii)The Employee’s participation in a fraud involving or against the Company; 

(iii)The Employee’s willful and material breach of his Duties that is not cured within thirty (30) calendar days after the Employee’s written notice from the Board of such a breach; or 

(iv)The Employee’s intentional and material damage to the Company’s property.   

 

For purposes of this provision, no act or failure to act on the part of the Employee shall be considered "willful" unless it is done, or omitted to be done, by the Employee in bad faith or without reasonable belief that the Employee's action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board or on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Employee in good faith and in the best interests of the Company.

 

(b)“Good Reason” for the Employee, exercising his sole discretion, to terminate his Duties hereunder shall mean the occurrence of any of the following events: 

(i)A material change in the geographic location at which the Employee must perform his or her duties to a point that is located more than fifty (50) miles from the Employee’s residence as set forth on the signature page hereto or, in the event that the Employee elects to perform the Duties required by this Agreement at any other business office established by the Company, a material change in the geographic location at which the Employee must perform his or her duties to a point that is located more than fifty (50) miles from such business office;  

(ii)Voluntary resignation between the sixth (6th) month anniversary of the Initial Period and termination of the Initial Period;  

(iii)A material reduction in the Employee's Base Salary other than a general reduction in Base Salary that affects all similarly situated executives in substantially the same proportions; 

(iv)Any material breach by the Company of any material provision of this Agreement or any material provision of any other agreement between the Employee and the Company 

(v)Any material breach by the Company of any material provision of this Agreement or any material provision of any other agreement between the Employee and the Company; 

(vi)The Company's failure to obtain an agreement from any successor to the Company to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no succession had taken place, except where such assumption occurs by operation of law; 

 

(vii) A material reduction in the Employee's Target Bonus opportunity;


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(viii)A material, adverse change in the Employee's title, authority, duties, or responsibilities (other than temporarily while the Employee is physically or mentally incapacitated or as required by applicable law) taking into account the Company's size, status as a public company, and capitalization as of the date of this Agreement; 

(ix)A material adverse change in the reporting structure applicable to the Employee. 

 

 

2.3.Termination Notice.  This Agreement shall terminate two (2) weeks after receipt of a Termination Notice by either party.     

2.4.Effect of Termination.  Termination of this Agreement will constitute termination of the Employee’s Duties, and will also terminate Company’s obligation to pay the compensation as provided in Section 3.1, except as may be provided by Section 2.5 below. Notwithstanding the foregoing, the terms of Section 4.5, Sections 5 through 6, Section 7.2, and Section 8 of this Agreement will survive termination of this Agreement and Employee, ALPP, and the Company shall remain bound thereby.   

2.5.Additional Terms Regarding Termination

(a)Cobra. If the Employee timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), the Company shall reimburse the Employee the difference between the monthly COBRA premium paid by the Employee for the Employee and the Employee's dependents and the monthly premium amount paid by similarly situated active executives. Such reimbursement shall be paid to the Employee by the last day of the month immediately following the month in which the Employee timely remits the premium payment. The Employee shall be eligible to receive such reimbursement until the earliest of: (i) the 12-month anniversary of the Termination Date; (ii) the date the Employee is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Employee becomes eligible to receive substantially similar coverage from another employer or other source. Notwithstanding the foregoing, if the Company's making payments under this Section 2.5(a) would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act (the "ACA"), or result in the imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder), the parties agree to reform this Section 2.5(a) in a manner as is necessary to comply with the ACA. 

(b)Death or Disability 

(i)The Employee's employment hereunder shall terminate automatically on the Employee's death during the Employment Term, and the Company may terminate the Employee's employment on account of the Employee's Disability.  

(ii)If the Employee's employment is terminated during the Employment Term on account of the Employee's death or Disability, the Employee (or the Employee's estate and/or beneficiaries, as the case may be) shall be entitled to receive the following: 

(A)the Accrued Amounts; and 

(B)a lump sum payment equal to the Employee's Target Bonus for the year in which the Termination Date occurs, which shall be paid within 30 days following the Termination Date.  


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Notwithstanding any other provision contained herein, all payments made in connection with the Employee's Disability shall be provided in a manner which is consistent with federal and state law.

(iii)For purposes of this Agreement, "Disability" shall mean the Employee's inability, due to physical or mental incapacity, to perform the essential functions of the Employee's job, with or without reasonable accommodation, for one hundred eighty (180) days out of any three hundred sixty-five (365) day period or one hundred twenty (120) consecutive days.  Any question as to the existence of the Employee's Disability as to which the Employee and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Employee and the Company. If the Employee and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Employee shall be final and conclusive for all purposes of this Agreement. 

(c)Resignation of All Other Positions.  On termination of the Employee's employment hereunder for any reason, the Employee agrees to resign, effective on the Termination Date from all positions that the Employee holds as an officer or member of the Board (or a committee thereof) of the Company or any of its affiliates. 

(d)Section 280G.  

(i)If any of the payments or benefits received or to be received by the Employee (including, without limitation, any payments or benefits received in connection with a Change in Control or the Employee’s termination of employment, whether pursuant to the terms of this Agreement or any other plan, arrangement, or agreement, or otherwise (all such payments collectively referred to herein as the "280G Payments") constitute “parachute payments” within the meaning of Section 280G of the Code and will be subject to the excise tax imposed under Section 4999 of the Code (the "Excise Tax"), the Company shall pay to the Employee, no later than the time such Excise Tax is required to be paid by the Employee or withheld by the Company, an additional amount equal to the sum of the Excise Tax payable by the Employee, plus the amount necessary to put the Employee in the same after-tax position (taking into account any and all applicable federal, state, and local excise, income, or other taxes at the highest applicable rates on such 280G Payments and on any payments under this Section 2.5d(i) or otherwise) as if no Excise Tax had been imposed. 

(ii)All calculations and determinations under this Section 2.5d shall be made by an independent accounting firm or independent tax counsel appointed by the Company (the "Tax Counsel") whose determinations shall be conclusive and binding on the Company and the Employee for all purposes. For purposes of making the calculations and determinations required by this Section 2.5d, the Tax Counsel may rely on reasonable, good faith assumptions and approximations concerning the application of Section 280G and Section 4999 of the Code. The Company and the Employee shall furnish the Tax Counsel with such information and documents as the Tax Counsel may reasonably request in order to make its determinations under this Section 2.5d. The Company shall bear all costs the Tax Counsel may reasonably incur in connection with its services. 

(e)Cooperation.  The parties agree that certain matters in which the Employee will be involved during the Term may necessitate the Employee's cooperation in the future. Accordingly, following the termination of the Employee's employment for any reason, to the extent reasonably requested by the Board, the Employee shall cooperate with the Company in  


4 


connection with matters arising out of the Employee's service to the Company; provided that, the Company shall make reasonable efforts to minimize disruption of the Employee's other activities. The Company shall reimburse the Employee for reasonable expenses incurred in connection with such cooperation and, to the extent that the Employee is required to spend substantial time on such matters, the Company shall compensate the Employee at an hourly rate based on the Employee's Base Salary on the termination date.

 

3.COMPENSATION; PAYMENTS; EXPENSES; BENEFITS.   

3.1.Compensation

(a)Salary. Company will pay Employee at the base annual rate of $175,000 during the Initial Period with a base annual rate increase of no less than three-percent (3%) per annum during subsequent years of the Term after the Initial Period.  Employee shall be paid in accordance with the Company’s normal payroll cycle. 

(b)Contingent Award of Additional Stock.  Upon satisfaction of the contingencies specified below, Company will award Employee with up to 393,442 shares of ALPP Class A Common Stock (the “Stock Consideration”), equal to $1,200,000 worth of such ALPP Shares divided by the Variable Weighted Average Price (“VWAP”) of $3.05 per share as determined at the close of trade on November 22, 2021, to be awarded as follows: 

(i)131,147  shares following completion of 1 year of service as Employee of the Company, provided that by that time Employee has successfully helped cause the company to obtain production design specifications and performing prototypes of batteries in 18650, 21700, and 4680 form factors with approximately 2C charging and energy densities above the following(based on current models): For cylindrical cells (18650, 21700, 4680) 655 Wh/L and for pouch cells 650Wh/L 

(ii)131,147  shares following completion of 2 years of service as Employee of the Company, provided that by that time Employee has successfully helped cause the company to obtain ordering, installation, and operational specifications and plans for a turnkey battery manufacturing facility, including production line design, layout, material supply, equipment, and staffing. 

(iii)131,148 shares following completion of 3 years of service as Employee of the Company. 

 

3.2.Expenses.  The Employee shall be entitled to reimbursement for all reasonable and necessary out-of-pocket business, entertainment, and travel expenses incurred by the Employee in connection with the performance of the Employee's duties hereunder in accordance with the Company's expense reimbursement policies and procedures. 

3.3.Benefits.  During the Term, the Employee shall be entitled to participate in all employee benefit plans, practices, and programs maintained by the Company, as in effect from time to time (collectively, "Employee Benefit Plans"), on a basis which is no less favorable than is provided to other similarly situated executives of the Company, to the extent consistent with applicable law and the terms of the applicable Employee Benefit Plans. The Company reserves the right to amend or terminate any Employee Benefit Plans at any time in its sole discretion, subject to the terms of such Employee Benefit Plan and applicable law.  In addition to participating in the Employee Benefit Plans, during the Term the  


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Employee shall be entitled to any other additional fringe benefits, perquisites, and paid vacation consistent with the practices of the Company and governing benefit plan requirements (including plan eligibility provisions), to the extent the Company provides such benefits or perquisites (or both) to similarly situated executives of the Company.

4.COVENANTS, REPRESENTATIONS AND WARRANTIES. Employee hereby covenants, represents and warrants to Company that:  

4.1.Performance of Duties.  The Duties shall be performed in a professional and workmanlike manner and in accordance with industry standards.  Any deliverables provided by Employee shall comply with the requirements set forth in the Scope of Duties.  Employee shall not subcontract or assign Duties without Company’s prior written consent. 

4.2.No Conflicts.  Employee’s performance of all the terms of this Agreement and Employee’s work for Company does not and will not breach any invention, assignment or proprietary information agreement with any former employer or other party, or create any conflict of interest with anyone.  Employee will not enter into any other agreement with any other person or entity, either written or oral, in conflict with the terms of this Agreement.  

4.3.Limitation on Disclosures.  Employee will not disclose to Company or use for the benefit of Company any confidential information of a third party or derived from sources other than engagement with Company or association with Company during the Term. 

4.4.No Conflicts of Interest.  During the term of this Agreement Employee will not, without the prior written approval of the Company, directly or indirectly participate in or assist any business that is a current or potential supplier, customer or competitor of Company; provided, however, that Employee may invest in such companies to an extent not exceeding one percent (1%) of the total outstanding shares in each of one or more such companies whose shares are listed on a national securities exchange or quoted daily by NASDAQ or NYSE. 

4.5.Non-Solicitation.  During Employee’s employment with Company and for five (5) years after termination of employment with the Company for Cause or Good Reason during the Initial Period, or termination for any reason after the Initial Period, in order to enable Company to maintain a stable work force and to operate its business, Employee shall not, without the prior written consent of the Company, either directly or indirectly solicit, induce, recruit or encourage any of Company’s employees, contractors, vendors or customers to leave their employment or engagement with Company, either for Employee or for any other person or entity.   

5.CONFIDENTIALITY.   

5.1.Definitions

(a)Affiliate companies (“Affiliate Companies”) shall mean Elecjet LLC (Texas), Elecjet USA LLC (Texas), Real Graphene USA LLC (Texas), Real Graphene USA LLC (California), and Shenzhen Warm Life Science and Technology Co.,Ltd (China), 

(b)Relationship (“Relationship”) shall mean any employment, consulting, officer, manager, board member, affiliate, collaborative, or founder relationship between the Employee and Company and/or Affiliate Companies, whether commenced prior to, upon or after the date of this Agreement.  


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(c) Confidential information (“Confidential Information”) shall mean all information which Employee may produce, obtain, or otherwise learn of during the Relationship,  including but not limited to all information of Company and Affiliate Companies that existed before and up to the Effective Date of the Merger Agreement, that is either acknowledged as confidential by Company and/or Affiliate Companies, or whose confidential nature is reasonably apparent based on the circumstances under which the information was produced, obtained, or otherwise learned of or made available, including without limitation: (a) all matters of a technical nature, such as trade secrets, intellectual property, know-how, formulae, computer programs, source code, object code, machine code, routines, algorithms, software and documentation, secret processes or machines, inventions and research projects, including but not limited to all matters of a technical nature regarding batteries, battery composition, battery manufacture, battery power management (including anything related to charging, discharging, interface, control, power management, communication, interface or other interconnection between the battery, source of power, destination of power or the control, transfer of power, communication and monitoring thereof), and battery power storage; (b) all matters of a business nature, such as information about costs, profits, markets, sales, customers, business contacts, suppliers, and employees (including salary, evaluation, and other personnel data); (c) all plans for further development; and (d) any other information of a similar nature.  Although certain information or technology may be generally known in the relevant industry, the fact that Company uses it, and how Company uses it, may not be so known, and therefore is Confidential Information.  Furthermore, the fact that various fragments of information or data may be generally known in the relevant industry does not mean that the manner in which Company combines them and the results obtained thereby are so known, and in such instance that fact also is Confidential Information.  For the avoidance of doubt, Confidential Information may include proprietary or confidential information of any third party disclosed to Company under condition of confidentiality.  Notwithstanding the foregoing, “Confidential Information” does not include information that Employee can demonstrate by documentation: (i) was already known to Employee prior to the Relationship; (ii) was or is independently developed by Employee without reference to or use of any Confidential Information; (iii) was or becomes generally known by the public not as a result of any inaction or action of the Employee.  

5.2.Obligations of Confidentiality and Limited Use.  Employee shall regard and preserve as confidential, and shall not divulge to unauthorized persons or use, or authorize or encourage persons who are under Employee’s direction or supervision to use, for any unauthorized purposes, either during or after the term of the engagement, any Confidential Information. Employee shall not deliver, reproduce, or in any way allow any such Confidential Information to be delivered to or used by any third parties for any purpose (including, without limitation, any purpose harmful to or competitive with the interests of the Company) without the specific direction or consent of a duly authorized representative of the ALPP. Employee acknowledges and agrees that some of the Confidential Information may be considered “material non-public information” for purposes of the federal securities laws (“Insider Information”) and that the Employee will abide by all securities laws relating to the handling of and acting upon Insider Information. 

5.3.Exceptions to Obligations of Non-Disclosure.  Notwithstanding the foregoing nondisclosure obligations: 

(a)Employee may disclose Confidential Information to the extent required by law or valid order of a court or other governmental authority; provided that Employee shall first have given notice to Company and shall have made a reasonable effort to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued;  

(b)Pursuant to 18 U.S.C. Section 1833(b), Employee shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to  


7 


an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

(c)Nothing herein prohibits or restricts the Employee (or the Employee's attorney) from initiating communications directly with, responding to an inquiry from, or providing testimony before the Securities and Exchange Commission (SEC), the Financial Industry Regulatory Authority (FINRA), any other self-regulatory organization, or any other federal or state regulatory authority. 

(d)For purposes of the Notice of Immunity Under the Economic Espionage Act of 1996, as amended by the Defend Trade Secrets Act of 2016 ("DTSA"), notwithstanding any other provision of this Agreement:  

(i)The Employee will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that: 

(A) is made (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (2) solely for the purpose of reporting or investigating a suspected violation of law; or  

(B)is made in a complaint or other document filed under seal in a lawsuit or other proceeding. 

(ii)If the Employee files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Employee may disclose the Company's trade secrets to the Employee's attorney and use the trade secret information in the court proceeding if the Employee: 

(A) files any document containing trade secrets under seal; and 

(B)does not disclose trade secrets, except pursuant to court order. 

 

5.4.Return of Confidential Information.  Upon request by Company, Employee agrees to promptly deliver or destroy (as instructed by Company) to Company the original and any copies of Confidential Information, whether physical or digital.   

6.OWNERSHIP RIGHTS.   

6.1.Ownership of Inventions.  Employee will promptly disclose in writing to the Company all inventions (whether or not patentable), ideas, improvements, techniques, know-how, concepts, processes, discoveries, developments, designs, formulae, artwork, content, software programs, other copyrightable works, trade secrets, technology, algorithms, data and any other work product created, conceived or developed by Employee (whether alone or jointly with others) during the Relationship, or which relate to any Confidential Information (collectively, “Inventions”).  Employee hereby agrees that all Inventions and all right, title and interest therein, including without limitation patents, patent rights, copyrights, mask work rights, trade secret rights and other intellectual property rights anywhere in the world (collectively “Rights”), are the sole property of Company.  Employee agrees to assign and hereby assigns to Company all Inventions and all Rights on a perpetual, worldwide and royalty-free basis.  Employee  


8 


agrees to perform all acts deemed necessary or desirable by Company to permit and assist it in evidencing, perfecting, obtaining, maintaining, defending and enforcing its Rights and/or Employee’s assignment with respect to such Inventions in any and all countries.  Such acts may include without limitation the execution of documents and assistance or cooperation in legal proceedings.  Employee hereby irrevocably designates and appoints Company and its duly authorized officers and agents as Employee’s agents and attorneys-in-fact to act for and on behalf and instead of Employee to execute and file any documents and to do all other lawfully permitted acts to further the above purposes with the same legal force and effect as if executed by Employee.

6.2.Ownership of Confidential Information.  As between the parties, Employee hereby agrees that all Confidential Information and rights therein are the sole property of Company.  Employee agrees to assign and hereby assigns to Company any rights or interests Employee may have or acquire in Confidential Information and all rights relating to all Confidential Information. 

6.3.Moral Rights. Employee hereby irrevocably transfers and assigns to the Company any and all Moral Rights that Employee may have in any Inventions. Employee also hereby forever waives and agrees never to assert against the Company, its successors or licensees any and all Moral Rights which Employee may have in any Inventions, even after termination of Employee’s employment with the Company. For purposes of this Agreement, the term “Moral Rights” means any right to claim authorship of a work, any right to object to any distortion or other modification of a work, and any similar right, existing under the law of any country in the world, or under any treaty. 

6.4.License to Preexisting IP.  Employee agrees not to use or incorporate into Inventions any intellectual property developed by any third party, or any intellectual property of Employee that has not been assigned to Company (collectively “Preexisting IP”), without benefit of license to do so.    In the event Employee uses or incorporates Employee’s Preexisting IP into Inventions, Employee hereby grants to Company a non-exclusive, perpetual, fully-paid and royalty-free, irrevocable and worldwide right, with the right to sublicense through multiple levels of sublicensees, to use, reproduce, distribute, create derivative works of, publicly perform and publicly display in any medium or format, whether now known or later developed, such Preexisting IP incorporated or used in Inventions.  However, in no event will Employee incorporate into Inventions any software code licensed under the GNU GPL or LGPL or any similar “open source” license, without written permission to do so from ALPP.  Employee represents and warrants that Employee has an unqualified right to license to Company all of their Preexisting IP as provided in this Section 6.4. 

7.INDEMNIFICATION

7.1Generally.  In the event that the Employee is made a party or threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a "Proceeding"), other than any Proceeding initiated by the Employee or the Company related to any contest or dispute between the Employee and the Company or any of its affiliates with respect to this Agreement or the Employee's employment hereunder, by reason of the fact that the Employee is or was a director or officer of the Company, or any affiliate of the Company, or is or was serving at the request of the Company as a director, officer, member, employee, or agent of another corporation or a partnership, joint venture, trust, or other enterprise, the Employee shall be indemnified and held harmless by the Company to the fullest extent applicable to any other officer or director of the Company/to the maximum extent permitted under applicable law and the Company's bylaws from and against any liabilities, costs, claims, and expenses, including all costs and expenses incurred in defense of any Proceeding (including attorneys' fees). Costs and expenses incurred by the Employee in defense of such Proceeding (including attorneys' fees) shall be paid by the Company in advance of the final disposition of such litigation upon receipt by the Company of: (i) a written request for payment; (ii) appropriate documentation evidencing the incurrence,  


9 


amount, and nature of the costs and expenses for which payment is being sought; and (iii) an undertaking adequate under applicable law made by or on behalf of the Employee to repay the amounts so paid if it shall ultimately be determined that the Employee is not entitled to be indemnified by the Company under this Agreement.

7.2Officer’s Insurance.  During the Employment Term and for a period of six (6) years thereafter, the Company or any successor to the Company shall purchase and maintain, at its own expense, directors' and officers' liability insurance providing coverage to the Employee on terms that are no less favorable than the coverage provided to other directors and similarly situated executives of the Company or any successor. 

7.3Assumption of Defense. In the event the Company shall be obligated under Section 7 hereof to pay the expenses of any Proceeding against Employee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by Employee (where such approval by Employee shall not be unreasonably withheld or delayed), upon the delivery to Employee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Employee, and the retention of such counsel by the Company, the Company will not be liable to Employee under this Agreement for any fees of counsel subsequently incurred by Employee with respect to the same Proceeding, provided that (i) Employee shall have the right to employ counsel in any such Proceeding at Employee’s expense; and (ii) if (A) the employment of counsel by Employee has been previously authorized by the Company, (B) Employee shall have reasonably concluded that there may be a conflict of interest between the Company and Employee in the conduct of any such defense , (C) the Company failed to employ counsel to assume the defense of such Proceeding, or (D) Employee is the only named party from Company in the Proceeding with neither the  Company or its other Employees ever having been named in the same Proceeding, then the fees and expenses of Employee’s separately chosen counsel shall be at the expense of the Company. 

 

8.OTHER EMPLOYMENT TERMS 

8.1.Non-Disparagement. The Employee agrees and covenants that the Employee will not at any time make, publish, or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments, or statements concerning the Company or its businesses, or any of its employees, officers. 

This Section 8.1 does not, in any way, restrict or impede the Employee from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. The Employee shall promptly provide written notice of any such order to the Board.

The Company agrees and covenants that it shall direct its officers and directors to refrain from making any defamatory or disparaging remarks, comments, or statements concerning the Employee to any third parties.

 

9.GENERAL TERMS 


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9.1.Severability; Amendment; Waiver.  If the application of any provision or provisions of this Agreement to any particular facts or circumstances is held to be invalid or unenforceable by any court of competent jurisdiction, then the validity and enforceability of such provision or provisions as applied to any other particular facts or circumstances and the validity of other provisions of this Agreement will not in any way be affected or impaired thereby.  This Agreement may not be amended or waived except in a written amendment executed by Employee and an officer of Company and ALPP.  The waiver of any one default will not waive any other default. 

9.2.Governing Law.  This Agreement shall be governed in all respects by the laws of the United States of America and by the laws of the State of Arizona, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction.  The prevailing party will be entitled to reasonable attorneys’ fees and expenses. 

9.3.Notices.  Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows with notice deemed given as indicated: (a) by personal delivery when delivered personally; (b) by overnight courier upon written verification of receipt; (c) by telecopy or facsimile transmission upon acknowledgment of receipt of electronic transmission; or (d) by certified or registered mail, return receipt requested, upon verification of receipt.  Notice shall be sent to the addresses set forth in the signature block below or such other address as either party may specify in writing. 

9.4.Assignment.  Neither party shall assign this Agreement without the prior written consent of the other party.  This Agreement will inure to the benefit of and will be binding upon the successors and permitted assigns of the parties, including without limitation any entity acquiring all or substantially all of the assets or voting stock of Company and any wholly-owned U.S. subsidiary of Company. 

9.5.Interpretation.  The language of this Agreement will be construed as a whole according to its fair meaning, and not strictly for or against any of the parties.  The section headings in this Agreement are solely for convenience and will not be considered in its interpretation.  

9.6.Counterparts; Exhibits.  This Agreement may be executed in any number of counterparts, each of which will be an original, but all of which together will constitute one instrument.  The exhibits referred to herein and annexed hereto are hereby incorporated into and made a part of this Agreement. 

[Signature page follows]


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IN WITNESS WHEREOF, for the purpose of binding the parties hereto to this Agreement, the parties or their duly authorized representatives have signed their names on the dates indicated below.  Employee understands that, notwithstanding the date of execution or acceptance by Company, this Agreement is effective as of the Effective Date.

 

COMPANY

 

 

ELECJET, INC.

 

 

 

 

By:

/s/ Kent B. Wilson

 

 

Name: Kent B. Wilson

 

 

Title: CEO

 

 

ALPP

 

 

 

ALPINE 4 HOLDINGS, INC..

 

 

 

 

By:

/s/ Kent B. Wilson

 

 

Name: Kent B. Wilson

 

 

Title: President and Chief Executive Officer

 

 

 

 

Employee

 

 

 

 

By:

/s/ Wade Lin

 

             Wade Lin

 

 

Address:

28B, Douhui 100, Zhonghang Road

 

Futian, Shenzhen, Guangdong, China

 

 

Phone:

8613760123513

 

 

 

 

Email:

wade@elecjet.com


SIGNATURE PAGE TO EMPLOYEE AGREEMENT 


EXHIBIT A

SCOPE OF DUTIES AND COMPENSATION

Duties

Reporting Relationships:  This position will report directly to the COO and CEO of ALPP and the Company. ALPP may add new direct reports as needed.

Employee:

Scope of duties

Operations

-Lead and manage RND of new and upcoming products

-Assisting the CEO/President in the assembly of required team members and assets for battery factory production

-Lead and manage RND team to record industrial know-how into the form provisional and utility patents

-Lead and manage RND team to develop near future and far future battery technologies

-Ensure that all the knowledge transfer of; design specifications, patent input, operational systems,

battery designs, production techniques, customer base, 3rd party software and internally written

code is transferred and properly understood.

-Assist CEO/President in maintaining relationships with suppliers and manufacturers in China.

-Assist CEO/President in always finding cheaper, more reliable and effective solutions to drive cost down for products.

Risk Management

-Identify, understand and mitigate any key elements of the company’s risk profile.

-Document and monitor all open legal issues involving the company, and any legal/compliance

issues affecting our industry.

-Work in conjunction with the ALPP Management, HR and other departments on; vendor,

customer, and governmental compliance training for all Subsidiaries.

Leadership Development

-Build, manage and lead all Chinese team members and assets

-Inspire trust by being a credible leader that follows our Core Values.

-Create vision by clearly defining where your team is going and how they are going to get there.

-Coach and mentor by investing in each person on your team to improve performance, solve

problems and grow their careers.


SIGNATURE PAGE TO EMPLOYEE AGREEMENT 

ROYALTY AGREEMENT

 

This ROYALTY AGREEMENT (this “Agreement”) is entered into on November 29, 2021 by and between ElecJet, Inc., a Delaware corporation (“Company”), and Sam Gong and Wade Lin (“Principal Shareholders”, as that term is used in the merger agreement of even date hereof (the “Merger Agreement”)).  Company and Principal Shareholders are collectively referred to as Parties, and individually as Party.

 

WHEREAS, concurrent with the execution of this Agreement, the Company and Principal Shareholders, among other parties thereto, are entering into a Merger Agreement (as it may be amended, modified or supplemented in accordance with its terms); and

 

WHEREAS, following the closing of the transaction contemplated under the Merger Agreement (the “Closing”), the Company desires to build its initial factory (“Factory”) to manufacture batteries in the territory of the United States; and

 

WHEREAS, as a material inducement for the Parties to enter into this Agreement and consummate the Merger, the Parties agree to enter into a royalty agreement providing for royalties to be paid by Company for net sales of batteries produced by the Factory,

 

NOW, THEREFORE, for good and valuable consideration, the Parties hereto agree as follows:

 

1.Definitions 

 

a.“Net Sales” means gross invoice amount billed to customers of the Factory for batteries produced by the Factory, less any bona fide returns supported by credit memoranda actually issued to the customers, and less any deduction for any uncollectible accounts. 

 

b.“Starting Date” means the date at which the Factory begins for the first time to invoice customers for batteries produced by the Factory. 

 

c.“Calendar Quarter” means each successive period of three (3) calendar months commencing on January 1, April 1, July 1 and October 1, except that the first Calendar Quarter encompassing the Starting Date shall be defined as commencing on the Starting Date and ending on the day immediately prior to the first to occur of January 1, April 1, July 1 or October 1 after the Starting Date.  The end of each Calendar Quarter is the last day of that Quarter, and is called the Quarterly Ending Date. 

 

 

2.Royalty on Net Sales.  Beginning from the Starting Date, upon the end of each Calendar Quarter until terminated according to the terms of Section 3 of this Agreement, Company shall pay a royalty of one and one-half percent (1.5%) of Net Sales that occurred over the just-ended Calendar Quarter  (“Royalty Payment”) to the entity whose name is to be provided to Company by Principal Shareholders  (the “Payee”). 

 

3.Termination.  Royalty Payments shall continue to be paid by Company for a period of ten (10) years from the Starting Date, or until the total of the Royalty Payments equal fifty Million Dollars ($50,000,000), whichever occurs first. 


 

4.Payment. All Royalty Payments to Payee shall be made quarterly by Company not later than the forty fifth (45th) day (the "Due Date") after the end of the Calendar Quarter to which the payment relates.  

 

5.Accounting Statements. Company shall provide Payee with a statement of royalties due Payee under this Agreement on or before the Due Date for the Calendar Quarter to which the payment relates, setting forth the amount due to Payee for that Calendar Quarter and, in reasonable detail, the factual basis for calculating the amount. 

 

6.Entire Agreement. This Agreement constitutes the complete and exclusive statement of the terms and conditions between the Parties, which supersedes and merges all prior proposals, understandings, and all other agreements, oral and written, between the Parties relating to the subject of this Agreement. 

 

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.

 

 COMPANY

 

Elecjet Corp..

 

By:  /s/ Kent Wilson   

Kent Wilson

Its Authorized Officer

 

 

 

Principal Shareholders:

 

By:  /s/ Samuel Gong  
Samuel Gong 

 

 By:  /s/ Wade Lin 
Wade Lin 

 

 

 

 

 

 

 

Alpine 4 Holdings (ALPP) Enters the Lithium / Graphene Battery Manufacturing Industry with its Latest Acquisition of ElecJet / Real Graphene and Plans to Bring its Battery Production to the United States

PHOENIX, Nov. 29, 2021 /PRNewswire/ -- Alpine 4 Holdings, Inc. (Nasdaq: ALPP), a leading operator and owner of small market businesses, announced today that it has acquired ElecJet / Real Graphene (ElecJet), an industry pioneer in Lithium / Graphene battery manufacturing and design.  The two companies, Real Graphene and ElecJet, merged earlier this year, resulting in the combination of the graphene intellectual property of Real Graphene and the power system/charging hardware of ElecJet.  The result of this merger was a symbiotic marriage of ground-breaking state-of-the-art battery and power system technology within a single company.  ElecJet and Alpine 4 are also exploring plans with the State of Indiana to convert its South Bend, Indiana facility into a US battery production facility and bring graphene battery production to the United States. 

 

https://realgrapheneusa.com

https://elecjet.com

 

Kent Wilson, CEO of Alpine 4, had this to say: "Earlier this year, Sam Gong, CEO of ElecJet, and I began working on a battery power solution that could meet the enormous power needs of our future US-2 drone.  It was obvious that a pure lithium battery was not the answer for the US-2 design protocol, and different technologies would have to be implemented.  Graphene became the obvious answer for us.  Graphene is an amazing conductor of electricity and substantially reduces heat within lithium batteries during the charging cycle.  That reduction in heat and resistance in graphene enhanced batteries allows for increased charging speeds and extended battery life. 

 

The combined efforts of Alpine 4 and ElecJet culminated in two achievements.  The first was recognizing that the business opportunities for ElecJet would be greatly enhanced as an Alpine 4 subsidiary.  The second was that working together as one company, we could offer the electric vehicle (EV) market a new and compelling battery solution.  Most EV manufacturers use pure lithium battery cells such as the 18650, 21700, and 4680.  EV companies such as Rivian, Tesla, Lucid and others, utilize varying battery cells depending upon the power to energy density needs of the vehicle they are producing.  ElecJet's graphene lithium battery offering will enhance all three primary battery cells currently used by EV manufacturers (18650, 21700, and 4680) in both power density and energy density.  One key performance aspect of our graphene batteries is that they will be able to charge 5-8 times faster than the aforementioned lithium batteries can.  Imagine charging your car from 0-80% at a DC rapid charging system in under 10 minutes compared to 30-45 minutes with just lithium batteries and subsequently not damage the battery cells within your vehicle like repeated DC charging can do.  This will bring the feasibility of vehicles that use our graphene batteries in line with the time it takes to fill a conventional vehicle with gas.  We feel this is the game-changer for the EV market as well as other various commercial applications."

 

Samuel Gong CEO of ElecJet had this to say: "People have been anxiously anticipating graphene for a decade, but it's mainly been contained in a lab. This has led to tons of hype and plenty of faux products and companies. But we're here to show that graphene batteries are not the future,


but the here and now. And while we are primarily a battery cell producer, we put our money where our mouth is by producing graphene battery power banks. We've created various sizes of direct-to-consumer graphene power banks that fully charge in just 17 minutes that are available for purchase on Amazon, our Shopify site and even our newly launched campaign on Indiegogo.

 

To put into perspective how impressive our resulting consumer products are, our latest power bank on Indiegogo is over three times the battery capacity of an iPhone 13 and will fully charge in just 27 minutes! We could charge even faster but USB C is capped at 100W. We've proven on a commercial scale that our graphene battery technology not only allows you to charge over 5 times faster than anything currently out there, but that it is a safe, mass producible, compact, cost-efficient, sustainable and consumer friendly product.

 

ElecJet/Real Graphene has the capability to bring graphene products from production phase to creating end-user consumer products. This wholistic, scalable capability is what has created our success. Kent has an amazing vision that our team is excited to be a part of, and his character upholds true core American values. Now that ElecJet/Real Graphene has joined the Alpine 4 family of companies, we can realize the next biggest evolution in the battery space in decades and put the US back into the driver's seat of this core technology."

 

ElecJet's newest power bank charger, the Apollo Ultra, was recently highlighted by Forbes Magazine and digitaltrends.com

 

https://www.forbes.com/sites/marksparrow/2021/11/10/elecjet-apollo-ultra-power-bank-claims-to-be-the-fastest-charging-in-the-world/?sh=3f8b2637459e

 

https://www.digitaltrends.com/mobile/fast-charging-graphene-batteries-are-finally-here/

 

https://www.youtube.com/watch?v=dnE1nO6o-do 

 

ElecJet will reside in the A4 Technologies, Inc., Portfolio as both a Driver and Facilitator from Alpine 4's DSF business model.

 

About Alpine 4 Holdings:  Alpine 4 Holdings, Inc. (ALPP) is a NASDAQ traded conglomerate that acquires businesses that fit into its disruptive DSF business model of Drivers, Stabilizers, and Facilitators. At Alpine 4, we understand the nature of how technology and innovation can accentuate a business.  Our focus is on how the adaptation of new technologies, even in brick-and-mortar businesses, can drive innovation.   We also believe that our holdings should benefit synergistically from each other, have the ability to collaborate across varying industries, spawn new ideas, and create fertile ground for competitive advantages. 

 

Four principles at the core of our business are Synergy. Innovation. Drive. Excellence.  At Alpine 4, we believe synergistic innovation drives excellence.  By anchoring these words to our combined experience and capabilities, we can aggressively pursue opportunities within and across vertical markets.  We deliver solutions that not only drive industry standards, but also increase value for our shareholders.


Contact: Investor Relations

 

investorrelations@alpine4.com

www.alpine4.com

 

Forward-Looking Statements: Certain statements and information in this press release may constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Private Securities Litigation Reform Act of 1995. Statements that relate to our future operations, our ability to develop the technologies discussed above, and any financial performance based on the results of our merger with ElecJet, among others, as well as any statements that are not statements of historical facts constitute forward-looking statements.  The information disclosed in this press release is made as of the date hereof and reflects Alpine 4 most current assessment of its historical financial performance. Actual financial results filed with the SEC may differ from those contained herein due to timing delays between the date of this release and confirmation of final audit results. These forward-looking statements are not guarantees of future performance and are subject to uncertainties and other factors that could cause actual results to differ materially from those expressed in the forward-looking statements including, without limitation, the risks, uncertainties, including the uncertainties surrounding the current market volatility, and other factors the Company identifies from time to time in its filings with the SEC. Although Alpine 4 believes that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate and, as a result, the forward-looking statements based on those assumptions also could be incorrect. You should not place undue reliance on these forward-looking statements. The forward-looking statements contained in this release are made as of the date hereof, and Alpine 4 disclaims any intention or obligation to update the forward-looking statements for subsequent events.