Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrantx

Filed by a Party other than the Registranto

Check the appropriate box:

Payment of Filing Fee (Check the appropriate box):

~~☒ No fee required.~~

ALPINE 4 ~~TECHNOLOGIES LTD.~~
HOLDINGS, INC.

You are cordially invited to attend the ~~2017 Annual Meeting (the "Annual Meeting")~~2022 annual meeting of ~~Stockholders~~stockholders of Alpine 4 ~~Technologies Ltd.~~Holdings, Inc., a Delaware corporation (the ~~"Company"~~“Company”), ~~will~~to be held ~~on November 18, 2017,~~ at 10:00 a.m., Mountain Standard Time, aton Tuesday, April 18, 2023. This year’s meeting will be a virtual meeting via live webcast on the ~~Company's principal executive offices, located~~internet. You will be able to attend the annual meeting via zoom at ~~4742 N. 24th Street, Suite 300, Phoenix AZ 85016, for~~ https://us06web.zoom.us/j/88110856692?pwd=eHI0T0FFaHhWb0hyN2dVNFRId2lLQT09. If you have questions, please submit them to prior to investorrelations@alpine4.com and during the ~~following purposes, as more fully described~~meeting. Please submit your vote via our transfer agent’s voting portal set forth, and use the control number included in the proxy ~~statement~~card that you receive.

1.To elect seven Directors: Kent B. Wilson, Ian Kantrowitz, Gerry Garcia, Edmond Lew, Christophe Jeunot, Jonathan Withem, and Andy Call, each to serve until the next annual meeting of the shareholders or until a successor has been elected and qualified;

2. To ratify the appointment of RSM US LLP to serve as our independent registered public accountants for the fiscal year ending December 31, 2022, and December 31, 2023;

3. To authorize the Board of Directors, at the discretion of the Board and IF necessary to meet the NASDAQ minimum price requirement, but prior to the one-year anniversary of the date on which the Reverse Split Amendment is approved by the Company’s shareholders, to file an Amendment to the Company’s Certificate of Incorporation, as amended to date, to authorize a reverse stock split of the Company’s Class A, Class B, and Class C Common Stock (the ~~"Proxy Statement"~~“Reverse Split Amendment”) ~~accompanying this notice (the "Notice"):~~with a ratio in the range between and including 1-for-1.5 shares and 1-for-10 shares;

4. Contingent on the shareholders’ approval of the Reverse Split Amendment proposal, to approve two alternative amendments to our Amended and Restated Certificate of Incorporation to reduce the number of shares of Class A Common Stock we are authorized to issue from 295,000,000 to either 100,000,000 or 200,000,000 shares, respectively, with each proposed amendment to be voted on separately; if the shareholders approve each alternative amendment, the Board of Directors may choose to implement one of the approved reductions or abandon the reductions in its discretion; and

5. To transact such other business as may properly come before ~~the Annual Meeting, or any postponement(s) or adjournment(s) thereof.~~


		By Order of the Board of Directors,

Phoenix, Arizona		/s/ ~~Kent B. Wilson~~
~~October 9, 2017~~	Kent B. Wilson
March 7, 2023		Kent B. Wilson, Chief Executive Officer

PROXY STATEMENT

FOR THE ~~2017~~2022 ANNUAL MEETING OF STOCKHOLDERS
~~NOVEMBER~~

April 18, ~~2017~~2023

SOLICITATION, EXERCISE AND REVOCATION OF PROXIES

The accompanying proxy is solicited by and on behalf of the Board of Directors (the ~~"Board"~~“Board”) of Alpine 4 ~~Technologies Ltd.~~Holdings, Inc., a Delaware corporation (the ~~"Company"~~“Company”) to be voted at the ~~2017~~2022 Annual Meeting to be held ~~at the Company's principal executive offices, located at 4742 N. 24th Street, Suite 300, Phoenix AZ 85016,~~ on ~~Saturday, November~~Tuesday, April 18, ~~2017,~~2023, at 10:00 a.m. Mountain Standard Time, and any and all adjournment(s) or postponement(s) thereof, as a virtual meeting via live webcast on the Internet. You will be able to attend the annual meeting via zoom at https://us06web.zoom.us/j/88110856692?pwd=eHI0T0FFaHhWb0hyN2dVNFRId2lLQT09. If you have questions, please submit them to investorrelations@alpine4.comprior to and during the meeting. Please submit your vote via our transfer agent’s voting portal set forth, and use the control number included in the proxy card that you receive.

Purpose of the Annual Meeting

The Proposals to be voted on at the Annual Meeting are the following:

2. To ratify the appointment of RSM US LLP to serve as our independent registered public accountants for the fiscal year ending December 31, 2022, and December 31, 2023;

3. To authorize the Board of Directors, at the discretion of the Board and IF necessary to meet the NASDAQ minimum price requirement, but prior to the one-year anniversary of the date on which the Reverse Split Amendment is approved by the Company’s shareholders, to file an Amendment to the Company’s Certificate of Incorporation, as amended to date, to authorize a reverse stock split of the Company’s Class A, Class B, and Class C Common Stock (the “Reverse Split Amendment”) with a ratio in the range between and including 1-for-1.5 shares and 1-for-10 shares;

5. To transact such other business as may properly come before the Annual Meeting, or any postponement(s) or adjournment(s) thereof.

In addition to the original solicitation by mail or through the Internet, certain of the ~~Company's~~Company’s officers, directors and employees (who will receive no compensation in addition to their regular salaries) may solicit proxies by telephone or in person. The Company has not specially engaged employees or solicitors for proxy solicitation purposes. All expenses of this solicitation, including the costs of preparing and mailing this Proxy Statement and the reimbursement of brokerage firms and other nominees for their reasonable expenses in forwarding proxy materials to beneficial owners of Common Stock, will be borne by the Company.

You may vote ~~in person~~ at the Annual Meeting, if you wish, even though you have previously mailed in your proxy or voted via telephone or the Internet, as set forth in more detail in this Proxy Statement. This Proxy Statement and the accompanying proxy are being made available to the ~~Company's~~Company’s stockholders via the Internet on or about ~~October 9, 2017,~~March 7, 2023, and are being filed with the Securities and Exchange Commission on or about such date. The proxy solicitation materials will also be first mailed on or about ~~October 9, 2017,~~March 21, 2023, to all stockholders entitled to vote at the Annual Meeting.

Unless otherwise indicated, ~~"Alpine~~“Alpine 4,"” the ~~"Company," "we," "us"~~“Company,” “we,” “us” and ~~"our"~~“our” shall refer to Alpine 4 ~~Technologies Ltd.~~Holdings, Inc.

The persons named as proxies, Kent B. Wilson and ~~Charles Winters,~~Ian Kantrowitz, were designated by the Board. All properly executed proxies will be voted (except to the extent that authority has been withheld) and where a choice has been specified by the stockholder as provided in the proxy it will be voted in accordance with the specifications so

made. Proxies submitted without specification will be voted FOR the election of each of the ~~four~~seven nominees to serve as directors on our Board listed in the Proxy Statement; FOR the ratification of the appointment of ~~Malone Bailey~~RSM US LLP to serve as our independent registered public accountants for the year ending December 31, ~~2017;~~2022; FOR the Reverse Split Amendment; FOR the reduction in the number of Class A Common Shares we are authorized to issue from 295,000,000 to 100,000,000; and FOR the ~~Amendment~~reduction in the number of Class A Common Shares we are authorized to ~~the Company's Certificate of Incorporation relating~~issue from 295,000,000 to ~~the capital stock of the Company.~~200,000,000

Any stockholder may revoke a proxy at any time before it is voted at the meeting by a proxy bearing a later date. A proxy may also be revoked by any stockholder delivering a written notice of revocation to the Secretary of the Company at ~~4742 N. 24th Street,~~2525 E Arizona Biltmore Circle, Suite ~~300,~~237, Phoenix AZ 85016, Attn: Corporate Secretary, or by voting in person at the Annual Meeting.

INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

~~Purpose~~

AtImportant Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on April 18, 2023

On or about March 21, 2023, we will begin mailing paper copies of our proxy materials to stockholders ~~will be asked~~who have requested them.

The Company may deliver multiple proxy statements to ~~elect four directors,~~multiple stockholders who have requested physical delivery of the proxy materials and who are sharing an address unless it receives contrary instructions from one or more of the stockholders. If you are a stockholder residing at a shared address and would like to ~~ratify~~request an additional copy of the ~~appointment~~proxy materials now or with respect to future mailings (or to request to receive only one copy of ~~Malone Bailey LLP to serve as our independent registered public accountants for~~ the ~~year ending December 31, 2017, to approve an amendment~~proxy materials if you are currently receiving multiple copies), please send your request to the Company's Certificate of Incorporation to decrease the number of shares of Class A and Class B common stock and increase the number of shares of preferred stock, to provide non-binding advisory votes on executive compensation and the frequency of the stockholder vote on executive compensation, and to transact such other business as may properly come before the Annual Meeting. The specific proposals to be considered and acted uponCompany, Attn: Corporate Secretary at ~~the Annual Meeting are summarized in the preceding Notice and are described in more detail in this Proxy Statement.~~

22525 E Arizona Biltmore Circle, Suite 237

, Phoenix AZ 85016.

Voting Securities

The holders of shares of our Class A, Class B, and Class ~~B common stock~~C Common Stock (collectively, the ~~"Common Stock"~~“Common Stock”) are entitled to vote on all matters that properly come before the Annual Meeting. The Class B Common Stock ~~votes~~and the Class C common stock vote with our Class A Common Stock.

The record date (the “Record Date”) for the 2022 Annual Meeting was February 21, 2023. As of the Record Date, we had ~~1,600,000~~authorized capital stock of 295,000,000 shares of our Class A Common Stock, $0.0001 par value; 10,000,000 shares of our Class B Common Stock, $0.0001 par value; and 15,000,000 shares of our Class C Common Stock, $0.0001 par value. As of the Record Date, there were 178,737,349 shares of Class A common stock issued and outstanding; 8,548,088 shares of Class B ~~Common Stock~~common stock issued and outstanding; and 12,256,816 shares of Class C common stock issued and outstanding. ~~The~~

As such, the holders of the outstanding ~~Series~~Class B ~~Preferred~~Common Stock, with 10 votes per share, will be entitled to a total of ~~160,000,000~~85,480,880 votes on all matters properly brought before the Annual Meeting. The holders of the outstanding Class C Common Stock, with 5 votes per share, will be entitled to a total of 61,284,080 votes on all matters properly brought before the Annual Meeting.

~~If, as~~

Additionally, there were 4 shares of our Series B Preferred Stock outstanding, held by members of the ~~Record Date,~~Company’s Board of Directors. All of the shares of Series B Preferred Stock together have voting power equal to 200% of the total voting power of all other Classes or series of outstanding shares, and each share of Series B Preferred Stock has a fractional portion of that aggregate vote.

Whether you plan to attend the annual meeting or not, we urge you to vote by proxy. All shares represented by valid proxies that we receive through this solicitation, and that are ~~a registered holder (meaning that~~not revoked, will be voted in accordance with your instructions on the proxy card or as instructed via Internet. You may specify whether your shares should be voted for or withheld for each nominee for director, and whether your shares should be voted for, against or abstain with respect to each of ~~Common Stock~~the other proposals. If you properly submit a proxy without giving specific voting instructions, your shares will be voted in accordance with the Board’s recommendations as noted below. Voting by proxy will not affect your right to attend the annual meeting. If your shares are registered ~~in our records as being held~~directly in your ~~name), then~~name through our stock transfer agent, VStock Transfer LLC, or you have stock certificates registered in your name, you may ~~vote on matters presented at~~vote:

•By Internet. Follow the ~~Annual Meeting~~instructions included in the ~~following ways:~~Notice or, if you received printed materials, in the proxy card to vote by Internet.

·	~~by proxy: you may complete the proxy card and mail it to the Company;~~

·	~~by Internet or telephone in accordance with the instructions in the proxy card; or~~

·	~~in person: you may attend the Annual Meeting and cast your vote there.~~

•By mail. If you received a proxy card by mail, you can vote by mail by completing, signing, dating and returning the proxy card as instructed on the card. If you sign the proxy card but do not specify how you want your shares voted, they will be voted in accordance with the Board’s recommendations as noted below.

•During the meeting. If you attend the meeting by visiting https://us06web.zoom.us/j/88110856692?pwd=eHI0T0FFaHhWb0hyN2dVNFRId2lLQT09. If you have questions, please submit them to investorrelations@alpine4.com prior to and during the meeting.

Internet voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m. Eastern Standard Time on Monday, April 17, 2023. Telephone and Internet voting facilities for beneficial holders will be available 24 hours a day and will close at 11:59 p.m. Eastern Standard Time on Monday, April 17, 2023.

If, as of the Record Date, you are a beneficial owner whose shares of Common Stock are held in ~~"street-name"~~“street-name” by a bank, broker or other record holder, please refer to your voting instructions card and other materials forwarded by the record holder for information on how to instruct the record holder to vote on your behalf.

If you are a registered holder and vote by proxy, the individuals named on the enclosed proxy card will vote your shares of Class A, Class B, or Class BC Common Stock in the way that you indicate. When completing the proxy card, you may specify whether your shares of Class A, Class B, or Class BC Common Stock should be voted for or against or to abstain from voting on all, some or none of the matters presented at the Annual Meeting.

If you do not indicate how your shares of Common Stock should be voted on a matter, the shares of Common Stock represented by your properly submitted proxy will be voted as the Board recommends. If you choose to vote by mailing a proxy card, your proxy card must be filed with the Corporate Secretary prior to or at the commencement of the Annual Meeting.

Registered holders who vote by sending in a signed proxy will not be prevented from attending the Annual Meeting and voting in person. You have the right to revoke a proxy at any time before it is exercised by (a) executing and returning a later dated proxy, (b) giving written notice of revocation to the ~~Company's~~Company’s Corporate Secretary at ~~4742 N. 24th Street,~~2525 E Arizona Biltmore Circle, Suite ~~300,~~237, Phoenix AZ 85016, or (c) attending the Annual Meeting and voting in person. In order to attend the Annual Meeting and vote in person, a beneficial holder whose shares are held in ~~"street name"~~“street name” by a bank, broker or other record holder must follow the instructions provided by the record holder for voting in person at the Annual Meeting. The beneficial holder also must obtain from the record holder and present at the Annual Meeting a written proxy allowing the beneficial holder to vote the shares of Common Stock in person.

IT IS IMPORTANT THAT PROXIES BE SUBMITTED PROMPTLY. THEREFORE, STOCKHOLDERS ARE REQUESTED TO SIGN, DATE AND RETURN THE PROXY CARD, OR SUBMIT THEIR VOTE VIA TELEPHONE OR THE INTERNET, AS SOON AS POSSIBLE, WHETHER OR NOT THEY EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON.

If you receive more than one proxy card because your shares are registered in different names or at different addresses, please provide voting instructions for all proxy cards you receive so that all of your shares of Common Stock will be represented at the Annual Meeting. The Company is delivering Proxy Statements and Annual Reports to those stockholders who have requested physical delivery of the Proxy Statement and related materials and who are sharing an address unless it receives contrary instructions from one or more of the stockholders. If you are a stockholder residing at a shared address and would like to request an additional copy of the Proxy Statement or Annual Report now or with respect to future mailings (or to request to receive only one copy of the Proxy Statement or Annual Report if you are currently receiving multiple copies), please send your request to the Company, Attn: Corporate Secretary at the address noted above or call us at ~~855-777-0077 ext 801~~480-702-2431..

Record Date, Quorum and Voting Requirements

Record Date

To be able to vote, you must have been a stockholder as of the Record Date, ~~October 2, 2017.~~February 21, 2023. As of the Record Date, ~~we had 22,828,194~~there were 178,737,349 shares of Class A common stock ~~par value $0.0001,~~ issued and ~~outstanding and 1,600,000~~outstanding; 8,508,488 shares of Class B common stock ~~par value par value $0.0001,~~issued and outstanding; and 12,256,816 shares of Class C common stock issued and outstanding. Additionally, there were 4 shares of our Series B Preferred Stock outstanding, held by members of the Company’s Board of Directors. Each share of Class A Common Stock is entitled to one (1) ~~vote, and each~~vote; each share of Class B Common Stock is entitled to ten (10) votes; and each share of Class C Common Stock is entitled to five (5) votes. As noted, of the shares of Series B Preferred Stock together have voting power equal to 200% of the total voting power of all other Classes or series of outstanding shares, and each share of Series B Preferred Stock has a fractional portion of that aggregate vote.

Quorum

For business to be conducted at the Annual Meeting, a quorum must be present. ~~The presence at~~Under the ~~Annual Meeting, either~~Company’s Bylaws, a majority of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, ~~of holders of shares of the Company's Class A and Class B Common Stock entitled to vote and representing at least a majority of the Company's outstanding voting power will constitute~~constitutes a quorum ~~for the transaction~~at a meeting of ~~business. Accordingly, shares representing at least 11,392,605 Class A votes and 800,001 Class B votes must be present in person or by proxy at the Annual Meeting.~~stockholders. Abstentions will be counted for the purpose of determining whether a quorum is present for the transaction of business. If a quorum is not present, the Annual Meeting will be adjourned until a quorum is obtained.

Required Vote

For purposes of the quorum and the discussion below regarding the vote necessary to take stockholder action, stockholders of record who are present at the Annual Meeting in person or by proxy and who vote for or against, abstain or withhold their vote from a matter are considered stockholders who are present and entitled to vote and count toward the quorum. The effect of proxies marked ~~"withheld"~~“withheld” as to any director nominee or ~~"abstain"~~“abstain” as to a particular proposal is discussed under each respective proposal below.

Proposal One: Election of Directors. Our directors will be elected by a plurality of votes cast at the Annual Meeting. This means that the ~~four~~eight nominees for director who receive the most votes will be elected. Only votes ~~"for"~~“for” or ~~"against"~~“against” affect the outcome. Abstentions are not counted for the purposes of election of directors. Should any nominee(s) become unavailable to serve before the Annual Meeting, the proxies will be voted by the proxy holders for such other person(s) as may be designated by our Board or for such lesser number of nominees as may be prescribed by the Board. Votes cast for the election of any nominee who has become unavailable will be disregarded.

Proposal Two: Ratification of ~~Malone Bailey~~RSM US LLP as our Independent Registered Public Accountants. Ratification of ~~Malone Bailey~~RSM LLP, US (“RSM”) requires the affirmative vote of the holders of a majority of the shares present in person or represented by proxy and entitled to vote at the Annual Meeting.

Proposal Three: ~~Approval~~Authorization of ~~Amendment~~an amendment to our Certificate of Incorporation, ~~The Board has determined that~~to authorize a reverse stock split of the Class A, Class B, and Class C Common Stock. Authorization of an amendment to our Certificate of Incorporation to authorize a reverse stock split of the Class A, Class B, and Class C Common Stock Ratification of Proposal Three, the “Reverse Split Amendment,” requires the affirmative vote of the holders of a majority of the ~~total votes cast~~shares present in person or represented by ~~written consent is required for~~proxy and entitled to vote at the Annual Meeting.

Proposal Four: Proposals related to the approval of ~~this~~a reduction in the number of authorized shares of common stock in the event of approval of the Reverse Stock Split Proposal. The Proposals related to the approval of a reduction in the number of authorized shares of common stock in the event of approval of the Reverse Stock Split Proposal each require the affirmative vote of the holders of a majority of the shares present in person or represented by proxy and entitled to vote at the Annual Meeting.

Other Matters. For each other matter brought before the stockholders at the Annual Meeting for a vote, the affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote on the matter at the Annual Meeting is required for approval. If you are present at the Annual Meeting but do not vote on any of these proposals, or if you have given a proxy and abstain on any of these proposals, this will have the same effect as if youyou voted against the proposal. If there are broker non-votes on the issue, the shares not voted will have no effect on the outcome of the proposal.

Revocability of Proxies

Any person giving a proxy pursuant to this solicitation has the power to revoke it at any time before it is voted. It may be revoked by filing with the Secretary of the Company at the ~~Company's~~Company’s principal executive office, located at ~~4742 N. 24th Street,~~2525 E Arizona Biltmore Circle, Suite ~~300,~~237, Phoenix AZ 85016, Attn: Corporate Secretary, a written notice of revocation or a duly executed proxy bearing a later date, or it may be revoked by attending the Annual Meeting and voting in person. Attendance at the Annual Meeting will not, by itself, revoke a proxy.

Stockholder Proposals for ~~2018~~2023 Annual Meeting of Stockholders

Any stockholder desiring to submit a proposal for action at the ~~2018~~2023 annual meeting of stockholders and presentation in the ~~Company's~~Company’s proxy statement with respect to such meeting should arrange for such proposal to be delivered to the ~~Company's~~Company’s offices, ~~4742 N. 24th Street,~~2525 E Arizona Biltmore Circle, Suite ~~300,~~237, Phoenix AZ 85016. The deadline for submittal of stockholder proposals for the next regularly scheduled annual meeting will be not less than 120 calendar days before the date of the company's proxy statement released to shareholders in connection with the previous year's annual meeting. A shareholder proposal submitted outside the processes of SEC Regulation Section 240.14a−8 will be

considered untimely if received at the principal offices of the Company on or after 45 days prior to the Company's release of its proxy statement to shareholders.

Matters pertaining to such proposals, including the number and length thereof, eligibility of persons entitled to have such proposals included and other aspects are regulated by the Securities Exchange Act of 1934, as amended (the ~~"Exchange Act"~~“Exchange Act”), Rules and Regulations of the Securities and Exchange Commission and other laws and regulations to which interested persons should refer.

Additionally, under Rule 14a-4, as promulgated under the Exchange Act, if a stockholder fails to notify the Company of a proposal at least 45 days prior to the month and day of mailing of the prior ~~year's~~year’s proxy statement, then the Company will be allowed to use its discretionary voting authority when the proposal is raised at the annual meeting, without any discussion of the matter in the proxy statement.

PROPOSAL 1

ELECTION OF DIRECTORS

Our board of directors currently consists of ~~four~~eight directors. As of the date of this Proxy Statement, our directors were Kent B. Wilson, Charles Winters, ~~Scott Edwards,~~Ian Kantrowitz, Gerry Garcia, Edmond Lew, Christophe Jeunot, Jonathan Withem, and ~~Ian Kantrowitz. Management~~Andy Call.

The Company’s Nominating and Corporate Governance Committee has recommended to the Board of Directors of the Company, and the Board has nominated, Kent B. Wilson, ~~Charles Winters, Scott Edwards,~~Ian Kantrowitz, Gerry Garcia, Edmond Lew, Christophe Jeunot, Jonathan Withem, and ~~Ian Kantrowitz~~Andy Call to serve as the Directors. The term of the Directors who are elected at the Annual Meeting will expire at the next annual meeting of our stockholders, or at such time as their successors are elected and qualified.

It is intended that shares represented by the proxies will be voted FOR the election to the Board of the persons named below unless authority to vote for nominees has been withheld in the proxy. Proxies marked ~~"withheld"~~“withheld” as to one or more of the nominees will result in the respective nominees receiving fewer votes. However, the number of votes otherwise received by the nominee will not be reduced by such action. Although each of the persons named below has consented to serve as a director if elected and the Board has no reason to believe that any of the nominees named below will be unable to serve as a director, if any nominee withdraws or otherwise becomes unavailable to serve, the persons named as proxies will vote for any substitute nominee designated by the Board.

The following lists the ~~three~~eight nominees for election as directors at ~~the Annual Meeting and the four directors of our Company whose term of office will continue after~~ the Annual Meeting, and includes as to each person how long such person has been a director of our company, such ~~person's~~person’s professional background, other public company directorships and other factors considered in the determination that such person possesses the requisite qualifications and skills to serve as a member of our Board. The number of shares of our Class A, Class B, and Class BC Common Stock beneficially owned by each director as of ~~October 2, 2017,~~the Record Date is set forth in this proxy statement under the caption ~~"Beneficial~~“Beneficial Ownership of Securities."

THE BOARD RECOMMENDS THAT YOU VOTE ~~"FOR"~~“FOR” THE ELECTION OF EACH OF THE NOMINEES NAMED BELOW.

Nominees for Election as Directors

The Company’s Nominating and Corporate Governance Committee has recommended to the Board of Directors of the Company, and the Board has nominated, Kent B. Wilson, Ian Kantrowitz, Gerry Garcia, Edmond Lew, Christophe Jeunot, Jonathan Withem, and Andy Call to serve as the Directors.

As of the date of this Proxy Statement, the ~~officers and directors~~Directors of Alpine 4 were the following:


Name			Age		Board Member/Position	Committee Assignment
Kent B. Wilson			4550		Director	None
Charles Winters			41		~~Chairman of the Board~~
~~Scott Edwards~~	6347	Director		None
Ian Kantrowitz			3743		Director	None
Gerry Garcia			42		Chair of the Board	AUD; COMP; NCG
Edmond Lew			44		Director	AUD; COMP; NCG
Christophe Jeunot			51		Director	AUD; COMP
Jonathan Withem			34		Director	AUD;COMP
Andy Call			47		Director	AUD*

AUD = Audit Committee; COMP = Compensation Committee; NCG = Nominating and Corporate Governance Committee. * = Committee Chair.

Biographical Information of Director Nominees

Biographical Information for Kent B. Wilson

Mr. Wilson serves as the Chief Executive Officer, Chief Financial Officer, and Secretary for the Company. Before being named CEO/President in June 2014, Mr. Wilson was the Chief Financial Officer of United Petroleum, Inc and was responsible for all of the company's financial and reporting operations, including end-to-end management of company's supply chain, and financial support systems. In prior years he also served as the Chief Executive Officer of Crystal Technologies, Ltd a technology company serving both the automotive industry and the insurance industry. Kent played a key and critical role in the development and deployment of a strategic web-based insurance platform for automobile dealerships.

Mr. Wilson earned his MBA from Northcentral University and considers himself a "University of Arizona Wildcat". He also spent 4 years studying at the University of Arizona before earning his undergraduate degree in Management from the University of Phoenix.

Mr. Wilson also serves on the Board of Directors for Restoration Ministries, dba Crossroads Youth Intervention, a ~~faith based~~faith-based organization dedicated to helping at risk children of the working poor in downtown ~~Phoenix.~~

~~Biographical Information for Charles Winters~~

Mr. Winters is an automotive executive with over 10 years of automotive dealership experience. He is also a principal in several automotive dealerships and repair shops throughout the southwest. Mr. Winters holds a Bachelor's Degree in Economics from Auburn University.

~~Biographical Information for Scott Edwards~~

Mr. Edwards is automotive sales and marketing executive with over 19 years of experience in the automotive industry. He currently represents a large national automotive franchise distributorship and has extensive knowledge of the inner workings of the retail and wholesale automotive market.

Phoenix, Arizona.

Biographical Information for Ian Kantrowitz

As ~~Director~~Vice President of Investor Relations, Mr. Kantrowitz is accountable for creating and presenting a consistently applied investment message to our shareholders and the investment community on behalf of Alpine 4. Furthermore, he is responsible for monitoring and presenting management with the opinions of the investment community regarding the company's performance.

Prior to joining the Alpine 4 team, Mr. Kantrowitz ~~was~~project managed in the residential homebuilding industry in addition to being a ~~project manager~~top 5 banker for ~~two major homebuilders in Phoenix, AZ, Continental Homes~~Wells Fargo. These, coupled with Mr. Kantrowitz’s knowledge and ~~Engle Homes. Mr. Kantrowitz has also been actively involved~~experience in the automotive industry, ~~where his in-depth knowledge of the auto industry lends~~offers a valuable perspective within our various holdings.

Mr. Kantrowitz’s relationships in the greater phoenix area and beyond have been integral to ~~our~~the foundation of Alpine 4 and has been pivotal to raising private capital when needed.

Biographical Information for Gerry Garcia

Mrs. Gerry Garcia was appointed to the Board on March 2, 2021. There was no arrangement or understanding between the Company and Mrs. Garcia pursuant to which Mrs. Garcia was selected or appointed as a Director. When she was appointed, the Board asked Mrs. Garcia to serve on the Audit Committee and Compensation Committee of the Board.

Mrs. Garcia is an Independent Consultant with more than 18 years of combined business and educational experience, including more than 4 years as the Director of Operations at an Arizona-based charter school. Mrs. Garcia has spent the last 16 years serving as a member on multiple Boards of Directors for various non-profit 501(c)(3) organizations. The Board feels that her knowledge of financial/strategic planning and reporting, budget analysis, and fiduciary prudence from prior Boards will be paramount to upholding the financial accountability, stability and strength of the Company. Mrs. Garcia’s extensive efforts in ~~house product, 6thsenseauto. Additionally,~~Special Education have been driven by her passion to lift up and add value to all around her.

There are no transactions or proposed transactions between the Company and Mrs. Garcia required to be disclosed as “related party transactions” pursuant to Item 404(a) of Regulation S-K.

Biographical Information for Edmond Lew

Mr. Lew was appointed to the Board of Directors on March 2, 2021. There was no arrangement or understanding between the Company and Mr. Lew pursuant to which Mr. Lew was selected or appointed as a Director. When he was appointed, the Board asked Mr. Lew to serve on the Audit Committee and Compensation Committee of the Board.

Mr. Lew started his career in Information Technology (“IT”) as a ~~top performing banker for Wells Fargo Bank, ranked number 5~~Systems Engineer, building out hosted applications and delivering them through terminal computing in the ~~country.~~early 2000s. This model would evolve and later be adopted as what is now recognized as cloud computing. After working in the support, implementation, and data center sides of the industry, Mr. Lew went out on his own as an IT consultant. Mr. Lew was self-employed for 14 years, lending his expertise to businesses in the construction, hospitality, utilities, education, arts, logistics, law enforcement and technology fields. Additionally, Mr. Lew has given back to the community by volunteering extensively over the past 15 years with various charities and non-profits, focusing on arts and social service organizations. In the interest of becoming a more capable and effective leader, Mr. Lew has completed board governance and diversity training courses and has applied those skills in his volunteer work as well as his professional career. Mr. Lew is an avid cyclist, a talented private chef and a former competitive eater.

There are no transactions or proposed transactions between the Company and Mr. Lew required to be disclosed as “related party transactions” pursuant to Item 404(a) of Regulation S-K.

Biographical Information for Christophe Jeunot

Mr. Jeunot was appointed to the Board of Directors on March 2, 2021. There was no arrangement or understanding between the Company and Mr. Jeunot pursuant to which Mr. Jeunot was selected or appointed as a Director. When he was appointed, the Board asked Mr. Jeunot to serve on the Audit Committee and Compensation Committee of the Board.

Mr. Jeunot collaborates with Fortune 500 national and international companies as a Story Board Artist aiding in movie, television and branding campaigns. His clients range from Netflix and Peloton to Goldman Sachs, Exxon Mobile, Samsung and 3M, among others. Mr. Jeunot’s European perspective and creativity allows solutions to be derived through an alternative lens, lending to diverse and dynamic thinking within strategic planning sessions. Mr. Jeunot’s affinity for nature and the environment makes him a conscientious proponent for green technologies.

There are no transactions or proposed transactions between the Company and Mr. Jeunot required to be disclosed as “related party transactions” pursuant to Item 404(a) of Regulation S-K.

Biographical Information for Jonathan Withem

Mr. Withem was appointed to the Board of Directors on March 2, 2021. There was no arrangement or understanding between the Company and Mr. Withem pursuant to which Mr. Withem was selected or appointed as a Director. When he was appointed, the Board asked Mr. Withem to serve on the Audit Committee and Compensation Committee of the Board.

Mr. Withem contributed to the development of custom interfaces for eCommerce and onsite sales for entertainment company ETIX. As one of the largest interactive ticketing platforms, ETIX processes over 50 million tickets in 40 countries annually. Mr. Withem has experience working with a variety of teams to create, test and release new products, in addition to client training. Mr. Withem’s expertise in project management and budgetary compliance ensures adherence to strict time frames in the achievement of established goals. Mr. Withem is an avid music lover, teaching music curriculum privately and for a California liberal arts university remotely.

Biographical Information for Mr. Call

Mr. Call, 44, currently serves as the Director of the School of Accountancy at the W. P. Carey School of Business at Arizona State University, and is the Professional Advisory Board Professor of Accounting. Joining the school in 2013, Mr. Call rose through the ranks to eventually lead the School of Accounting in its research, curriculum, and outreach efforts. Professor Call researches various financial reporting topics, including the role of equity analysts in the capital markets, managers' voluntary disclosures of accounting information, and the role of whistleblowers in the discovery of financial misconduct. In the classroom, Professor Call has taught at both the undergraduate and graduate levels. Mr. Call has specialist background in Security Analysis, Management Guidance, and Whistleblowing. He has also contributed to or been published in 17 different publications including The Accounting Review, Journal of Accounting Research, and the Journal of Accounting and Economics.

Mr. Call earned both a Bachelor of Science in Accountancy and a Master of Accountancy from Brigham Young University in 2002, and earned his Ph.D in Business Administration (Accounting) from The University of Washington in 2007.

Board Meeting and Attendance

Director Independence

As of the date of this Proxy Statement, Alpine 4 ~~is not~~was required by ~~any outside organization (such as a stock exchange or trading facility)~~The Nasdaq Stock Market to have a majority of independent directors.

Accordingly, as of the date of this Proxy Statement, the Board had concluded that five of the members of the Board of Directors would qualify as independent directors. The Board of Directors has determined that Ms. Garcia and Messrs. Lew, Jeunot, Withem, and Call would be independent directors of the Company under the listing standards adopted by The Nasdaq Stock Market. In making these independence determinations, the Board of Directors

Board Leadership Structure

We have chosen to split the roles of Chairman of the Board and Chief Executive Officer. Mr. Wilson serves as Chief Executive Officer while ~~Mr. Winters~~Ms. Garcia is currently the non-executive Chairman of the Board. The Board believes that this structure is appropriate for the Company and provides the appropriate level of independent oversight necessary to ensure that the Board meets its fiduciary obligations to our stockholders, that the interests of management and our stockholders are properly aligned, and that we establish and follow sound business practices and strategies that are in the best interests of our stockholders.

The Board of Directors does not believe that one particular leadership structure is appropriate at all times and will continue to evaluate the Board’s leadership structure from time to time.

Board’s Role in Risk Management

~~The Board provides oversight with respect to our management~~One of risk, both as a whole and through its standing committees. The Board typically reviews and discusses with management at each of its regular quarterly meetings, information presented by management relating to our operational results and outlook, including information regarding risks related to our business and operations, as well as risks associated with the markets we serve. At least annually, the Board ~~reviews and discusses an overall~~of Directors’ key functions is informed oversight of the Company’s risk ~~assessment conducted by~~ management ~~and the strategies and actions developed and implemented by management to monitor, control and mitigate such risks.~~

In particular, the Board of Directors is responsible for monitoring and assessing strategic and operational risk exposure, which may include financial, legal and regulatory, human capital, information technology and security and reputation risks.

–The Audit Committee has the responsibility to consider and discuss major financial risk exposures and the steps management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken.

–The Nominating and Corporate Governance Committee monitors the effectiveness of the Company’s corporate governance policies and the selection of prospective members of the Board ~~also provides risk oversight, focusing~~of Directors and their qualifications, as well as environmental, social and governance (“ESG”)-related risks.

–The Compensation Committee, in ~~particular on financial~~conjunction with the Audit Committee, assesses and ~~credit risk. The Board oversees~~monitors whether any of the management of such risks, generally as part of its responsibilities related to the review of our financial results and our internal control over financial reporting, and specifically in connection with its consideration of particular actions being contemplated by us, such as financing activities. The Board, acting as a compensation committee, has responsibility for overseeing the management of risk related to ourCompany’s compensation policies and ~~practices.~~programs have the potential to encourage excessive risk-taking. In addition, the Compensation Committee reviews and monitors matters related to human capital management, including diversity and inclusion initiatives and management of human capital risks.

Like all businesses, we also face threats to our cybersecurity, as we are reliant upon information systems and the Internet to conduct our business activities. In light of the pervasive and increasing threat from cyberattacks, the Board believes oversight of this risk is appropriately allocated to the Board, although the Board may decide to delegate this responsibility to one of the Committees of the Board. The Board, ~~considers~~with input from management, assesses the Company’s cybersecurity risks ~~associated with our business in developing compensation policies~~ and the ~~components~~measures implemented by the Company to mitigate and prevent cyberattacks and respond to data breaches. In addition, management and the Board of ~~our executive compensation program,~~Directors have recently focused on risks relating to, and ~~periodically reviews~~the impact on the Company from, the COVID-19 pandemic, and ~~discusses assessments conducted by~~will continue to do so while the situation remains in flux.

Typically, the entire Board of Directors meets with management ~~with respect~~and the applicable committees of the Board of Directors at least annually to evaluate and monitor respective areas of oversight. Both the Board of Directors as a whole and the various standing committees receive periodic reports from individuals responsible for risk ~~that~~management, as well as incidental reports as matters may ~~arise from our compensation policies and practices for all employees.~~arise. It is the responsibility of the committee chairs to report findings regarding material risk exposures to the Board of Directors as quickly as possible. The Board of Directors’ role in risk oversight does not affect its leadership structure.

Committees of the Board

~~As noted above,~~The Board of Directors has an Audit Committee, a Nominating and Corporate Governance Committee and a Compensation Committee. The current charters for each of the committees are available on our website www.alpine4.comunder the “Investors” tab and then the “Governance” tab. The members of the committees, as of the Record Date, are identified in the following table:

Director

Audit Committee

Compensation Committee

Nominating and Corporate
Governance Committee

Kent B. Wilson

Charles Winters

Ian Kantrowitz

Gerry Garcia(1)(2)(3)

Edmond Lew(2)(3)

Christophe Jeunot(2)

Jonathan Withem(2)

Andy Call(4)

(1)Chair of the Board of Directors.

(2)Ms. Garcia and Messrs Lew, Jeunot, and Withem were appointed as members of the Audit Committee and the Compensation Committee in March 2021.

(3)Ms. Garcia and Mr. Lew were appointed as members of the Nominating and Corporate Governance Committee on September 18, 2021.

(4)Mr. Call was appointed to the Audit Committee and made chair of the Audit Committee on April 6, 2022.

The Audit Committee of the Board of Directors ~~does not presently have any committees.~~consists of Mrs. Garcia and Messrs Call (Chair), Lew, Jeunot, and Withem, who are independent for purposes of serving on the committee under the SEC’s rules and The ~~Board anticipates forming an~~Nasdaq Stock Market’s listing requirements. The Audit Committee acts under a ~~Compensation Committee, and a Nominating Committee, or committees performing similar functions, as operations develop. None of~~written charter adopted by the ~~Directors qualifies as an audit committee financial expert.~~

~~Nomination of Directors~~

The Audit Committee also conducts periodic oversight of the Company’s risk management, including regularly reviewing the ~~current composition~~Company’s cybersecurity and other information technology risks, controls and procedures and the Company’s plans to mitigate cybersecurity risks and to respond to data breaches.

The Audit Committee is directly responsible for the appointment of the independent registered public accounting firm engaged to prepare and issue an audit report on the financial statements of the Company and periodically reviews and evaluates such firm’s performance and independence from management. All audit and permitted non-audit services are pre-approved by the Audit Committee. The Audit Committee was formed in 2021. Prior to the formation of the Audit Committee, the Board as a whole performed the functions of the Audit Committee.

Compensation Committee

The Compensation Committee of the Board of Directors consists of Mrs. Garcia and Messrs Lew (Chair), Jeunot, and Withem. All members of the ~~range~~Compensation Committee are independent for purposes of ~~talents, experiences~~serving on the committee under The Nasdaq Stock Market’s listing requirements and ~~skills that would best complement~~applicable SEC and tax regulations. The Compensation Committee acts under a written charter adopted by the Board of Directors. The Compensation Committee is responsible for establishing policies with respect to the compensation of the Company’s officers and has

•To review and approve annually the corporate goals and objectives applicable to the compensation of the chief executive officer (“CEO”), evaluate at least annually the CEO’s performance in light of those ~~that are already represented~~goals and objectives, and determine and approve the CEO’s compensation level based on this evaluation.

•To review and approve the compensation of all other executive officers.

•To review, and make recommendations to the Board regarding, incentive compensation plans and equity-based plans, and where appropriate or required, recommend for approval by the stockholders of the Company, which includes the ability to adopt, amend and terminate such plans.

•To review, and make recommendations to the Board regarding, any employment agreements and any severance arrangements or plans, including any benefits to be provided in connection with a change in control, for the CEO and other executive officers, which includes the ability to adopt, amend and terminate such agreements, arrangements or plans.

•To review all director compensation and benefits for service on the Board and Board committees at least once a year and to recommend any changes to the ~~balance~~Board as necessary.

The Compensation Committee has the sole authority to retain and to terminate any compensation consultant, legal counsel or financial or other advisor to be used to assist in the performance of its duties and responsibilities, without consulting or obtaining the approval of senior management of the Company in advance, and has the sole authority to approve the compensation advisor’s fees and other retention terms. The Compensation Committee is responsible for annually reviewing an assessment of any potential conflict of interest raised by the work of a compensation consultant (and other compensation advisor, as required) that is involved in determining or recommending executive and/or director compensation.

The Compensation Committee may delegate its authority to a subcommittee of its members. The Compensation Committee was formed in 2021. Prior to the formation of the Compensation Committee, the Board as a whole performed the functions of the Compensation Committee.

Nominating and Corporate Governance Committee

The members of the Nominating and Corporate Governance Committee are Ms. Garcia and Mr. Lew. All of the members of the Nominating and Corporate Governance Committee are independent for purposes of serving on the committee under The Nasdaq Stock Market’s listing requirements. The Nominating and Corporate Governance Committee acts under a written charter adopted by the Board of Directors. The functions of the Nominating and Corporate Governance Committee include, among other items, overseeing all aspects of the Company’s corporate governance functions, including compliance with significant legal, ethical and regulatory requirements. The Nominating and Corporate Governance Committee’s functions include, but are not limited to the following functions:

•To determine the qualifications, qualities, skills, and other expertise required to be a director and to develop, and recommend to the Board for its approval, criteria to be considered in selecting nominees for director (the "Director Criteria").

•To consider any director candidates recommended by the Company's stockholders pursuant to the procedures described in the Company's proxy statement. The Committee shall also consider any nominations of director candidates validly made by stockholders in accordance with applicable laws, rules and regulations and the provisions of the Company's charter documents.

•To make recommendations to the Board regarding the selection and approval of the nominees for director to be submitted to a stockholder vote at the annual meeting of stockholders.

•To develop and recommend to the Board a set of corporate governance guidelines applicable to the Company, to review these principles at least once a year and to recommend any changes to the Board.

•To oversee the Company's corporate governance practices and procedures, including identifying best practices and reviewing and recommending to the Board for approval any changes to the documents, policies and procedures in the Company's corporate governance framework, including its certificate of incorporation and bylaws.

•To review the Board's committee structure and composition and to make recommendations to the Board regarding the appointment of directors to serve as members of each committee and committee chairmen annually.

•If a vacancy on the Board and/or any Board committee occurs, to identify and make recommendations to the Board regarding the selection and approval of candidates to fill such vacancy either by election by stockholders or appointment by the Board.

•To develop and oversee a Company orientation program for new directors and a continuing education program for current directors, periodically review these programs and update them as necessary.

•To review all director compensation and benefits for service on the Board and Board committees at least once a year and to recommend any changes to the Board as necessary.

•To develop and recommend to the Board for approval standards for determining whether a director has a relationship with the Company that would impair its independence.

•To review and discuss with management disclosure of the Company's corporate governance practices, including information regarding the operations of the Committee and other Board committees, director independence and the ~~need~~director nominations process, and to recommend that this disclosure be, included in the Company's proxy statement or annual report on Form 10-K, as applicable.

•To monitor compliance with the Company's Code of Business Conduct (the "Code"), to investigate any alleged breach or violation of the Code, to enforce the provisions of the Code and to review the Code periodically and recommend any changes to the Board.

•To review any director resignation letter tendered in accordance with the Company's director resignation policy, and evaluate and recommend to the Board whether such resignation should be accepted.

The Nominating and Corporate Governance Committee also reports to, and assists, the Board of Directors in identifying individuals for ~~specialized expertise.~~membership on the Board of Directors and recommends to the Board of Directors the director nominees for the Company’s Annual Meeting of Stockholders. The Nominating and Corporate Governance Committee was formed in 2021. Prior to the formation of the Nominating and Corporate Governance Committee, the Board as a whole performed the functions of the Nominating and Corporate Governance Committee.

Director Nomination Process—The Nominating and Corporate Governance Committee believes that the Company is well-served by its current directors. In the ordinary course, absent special circumstances or a material change in the criteria for membership on the Board of Directors, the Nominating and Corporate Governance Committee will re-nominate incumbent directors who continue to be qualified for service on the Board of Directors and are willing to continue as directors. If an incumbent director is not standing for re-election or if a vacancy occurs between annual stockholder meetings, the Nominating and Corporate Governance Committee will seek out potential candidates for appointment to the Board of Directors who meet the criteria for selection as a nominee and have the specific qualities or skills being sought. Director candidates will be selected based upon input from the members of the Board of Directors, senior management of the Company and, if the Nominating and Corporate Governance Committee deems appropriate, a third-party search firm.

Candidates will be chosen for their ability to represent all of the stockholders, and for their character, judgment, fairness and overall ability. As a group, they are expected to set the appropriate policy for the Company, and to bring to the Board of Directors broad experience in business matters and an insight and awareness of the appropriate and ever-changing role that corporations should have in society. Because the advice of those facing similar issues is of particular value, executive officers of other corporations are desirable candidates. Alpine 4 does not have a set policy or process for considering “diversity”, however that term may be defined, in identifying nominees. However, the Nominating and Corporate Governance Committee strives to identify and recruit individuals whose diverse talents, experiences and backgrounds enhance the inclusive environment in which the Board of Directors currently functions. The Nominating and Corporate Governance Committee relies upon its judgment of the foregoing general criteria and the following personal criteria in selecting candidates for nomination to the Board of Directors:

•Independence and absence of conflicts of interest;

•Honesty, integrity and accountability;

•Substantial business experience with a practical application to the Company’s needs;

•Willingness to ask tough questions in a constructive manner that adds to the decision-making process of the Board of Directors;

•Demonstrated ability to think strategically and make decisions with a forward-looking focus;

•Ability to assimilate relevant information on a broad range of topics;

•Willingness to express independent thought;

•Willingness to make a strong commitment of time and attention to the Board of Directors’ processes and affairs; and

•Ability to commit to Company stock ownership.

The Nominating and Corporate Governance Committee will also consider proposals for nominees for director from stockholders which are made in writing to the Corporate Secretary of the Company and comply with the requirements set forth in the Bylaws. The recommendation must contain sufficient background information concerning the nominee to enable a proper judgment to be made as to his or her qualifications. Recommendations must also include a written statement from the candidate expressing a willingness to serve.

The ~~Board~~Nominating and Corporate Governance Committee seeks to identify director nominees through a combination of referrals, including referrals provided by management, existing members of the Board and our stockholders, and direct solicitations, where warranted. Referrals of director nominees should be sent to the Board of Directors, c/o Chief Executive Officer, Alpine 4 ~~Technologies Ltd.~~Holdings, Inc., ~~4742 N. 24~~^th ~~Street,~~2525 E Arizona Biltmore Circle, Suite ~~300,~~237, Phoenix, AZ ~~85016~~.85016. All referrals will be compiled by the Chief Executive Officer and forwarded to the Board for their review and consideration. At a minimum, a recommendation should include the ~~individual's~~individual’s name, current and past business experience, professional affiliations, age, stock ownership in the Company, particular business qualifications, and such other information as the stockholder deems relevant to assist the Board in considering the ~~individual's~~individual’s potential service as a director.

Communications with the Board

Stockholders may communicate with the Board or any individual director by sending written communications addressed to the Board, or to the individual member of the Board, c/o Chief Executive Officer, Alpine 4 ~~Technologies Ltd.~~Holdings, Inc., ~~4742 N. 24~~^th ~~Street,~~2525 E Arizona Biltmore Circle, Suite ~~300,~~237, Phoenix, AZ ~~85016~~.85016. All communications are compiled by the Chief Executive Officer and forwarded to the Board or the individual director(s) accordingly.

Corporate Governance and Code of ~~Ethics~~Conduct

We have adopted a Code of Business Conduct that applies to ~~the Board~~all of ~~Directors~~our directors, officers and ~~to all~~ employees, ~~of the Company, which includes~~including our principal executive officer and principal financial ~~officer, principal accounting officer or controller, and persons performing similar functions.~~officer. The ~~Company has provided a copy of the Company's~~ Code of Business Conduct is posted on ~~the Company's~~our website ~~at: http://~~at www.alpine4.com/~~#!code-of-conduct/c1bnw. (Please note: information contained on the Company's website does not constitute part of this Proxy Statement.)~~about-us/governance.

Director Attendance at Annual Meetings

Directors are encouraged to attend annual meetings of stockholders.

Our current executive officers are as follows:

Biographical Information for Jeff Hail

Jeff Hail is the Chief Operating Officer (COO) of Alpine 4 Holdings, Inc. Raised and educated in Scottsdale, AZ; Mr. Hail earned his Bachelor of Science degree in Operations and Production Management from the W.P. Carey School of Business at Arizona State University. Mr. Hail’s professional experience has been both in the government and private sector. As a Buyer/Contract Officer with the Arizona Department of Transportation writing, awarding and administering highway services contracts.

In the private sector, Mr. Hail experienced success by starting a number of different companies and building them to be the leaders in their niche sectors from both electronics manufacturing to e-commerce. As a result, he brings a broad-based experience level with the operational aspects of running a business in today’s realm.

Biographical Information for ~~David Schmitt~~

Mr. ~~Schmitt, age 38, had~~Zic has been with the Company since April 2020, originally serving as ~~the Company's VP of Finance and the Controller, prior to his appointment~~Corporate Controller. Later, Mr. Zic was appointed as the ~~Company's new CFO. Over the past five years Mr. Schmitt has held roles~~Company’s Chief Accounting Officer, and on October 1, 2021, was appointed as the VPCompany’s Chief Financial Officer. Mr. Zic is a Certified Public Accountant (inactive license) and holds two Bachelors of ~~Finance~~Science Degrees, one in Accounting and one in Computer Information Systems from Calumet College of St. Joseph (Indiana). He also holds an MBA from Indiana University NW. Prior to joining the Company, from November 2016 to April 2020, Mr. Zic served as Chief Financial Officer for Alpine 4 Technologies Ltd., Director of Accounting & Associate Director of Accounting for a $100,000,000+ for profit education company, and Accounting Manager for an automotive recycling company. Mr. Schmitt has an active CPA license from the Arizona State Board of Accountancy since May of 2013. He has his undergraduate degree in Finance from the University of Richmond and his Masters of Accountancy from University of Phoenix.

Aaron Clark Industries, dba Desert Foothills Landscape.

All officers serve at the discretion of the Board.

Family Relationships

There are no family relationships among any of our directors and executive officers.

EXECUTIVE COMPENSATION

~~EXECUTIVE COMPENSATION~~

~~As noted above, Alpine 4 entered into a employment agreement Mr. Wilson in 2014.~~

~~On July 16, 2014,~~The following table sets forth information concerning the ~~Company entered into an employment agreement with Kent B. Wilson (the "Wilson Agreement"), the Company's Chief Executive Officer, and Chief Financial Officer. The Wilson Agreement provides, in part:~~

~~Mr. Wilson modified his~~ compensation awarded to, ~~an annual salary of $200,000.~~

~~Mr. Wilson is to devote full time efforts~~earned by, or paid to the ~~Company pursuant~~named executive officers for all services rendered in all capacities to us and our subsidiaries for the ~~Wilson Agreement.~~

years ended December 31, 2021 and 2020:

Summary Compensation Table


Name and Principal Position	Year	Salary	Bonus	Stock Awards	Option Awards	Nonequity Incentive Plan Compensation	Deferred Compensation Earnings	All Other Compensation	Total
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)
Kent B. Wilson, Chief Executive Officer	2021	424,485	784,297	164,885	0	0	0	0	1,373,667
	2020	300,000	0	46,300	0	0	0	204,073	550,373
Jeff Hail, Chief Operating Officer	2021	361,381	288,172	34,076	0	0	0	0	683,629
	2020	275,250	0	34,763	0	0	0	0	310,013
Larry Zic, Chief Financial Officer	2021	235,492	18,350	0	0	0	0	0	253,842
	2020	87,461	0	18,540	0	0	0	0	106,001

Outstanding Equity Awards

Director Compensation

The following table sets forth the amounts paid to the Company's directors for their service as directors of the Company during the year ended December 31, 2021. Please note: the compensation of Mr. Wilson, who is also an executive officer of the Company, is set forth above.


Name	Fees earned or paid in cash		Stock awards		Option awards		Non-equity incentive plan compensation		Nonqualified deferred compensation earnings		All other compensation		Total
	($)		($)		($)		($)		($)		($)		($)
(a)	(b)		(c)		(d)		(e)		(f)		(g)		(h)
Ian Kantrowitz	$	46,430	$	16,489	$	0	$	0	$	0	$	413,185	$	476,104
Kent Wilson	$	46,300	$	0	$	0	$	0	$	0	$	—	$	46,300
Charles Winters	$	46,015	$	34,076	$	0	$	0	$	0	$	219,086	$	299,177

BENEFICIAL OWNERSHIP OF SECURITIES

~~Principal Holders of Voting Securities~~

The following table sets forth certain information regarding beneficial ownership of Alpine 4 Class A, Class B, and Class C common stock and Series B Preferred Stock as of ~~October 2, 2017,~~February 21, 2023, (i) by each person (or group of affiliated persons) who owns beneficially more than five percent of the outstanding shares of common stock, (ii) by each director and executive officer of Alpine 4, and (iii) by all of the directors and executive officers of Alpine 4 as a group. The percentages are based on the following figures:

•178,737,349 shares of Class A common stock;

•8,548,088 shares of Class B common stock;

•12,256,816 shares of Class C common stock; and

•4 shares of Series B Preferred stock.

Except as otherwise noted, the persons named in the table have sole voting and dispositive power with respect to all shares beneficially owned, subject to community property laws where applicable.

beneficial ownership

Kent B. Wilson, Chief Executive Officer, Director⁽⁴⁾

Scott Edwards, Director ⁽⁵⁾

Charles Winters, Director ⁽⁶⁾

Ian Kantrowitz, Director ⁽⁷⁾

~~The percentages listed in the table are based on~~ ~~22,828,194~~ ~~shares of Alpine 4 Class A common stock outstanding as of October 2, 2017.~~

Except as otherwise noted, the persons named in the table have sole voting and dispositive power with respect to all shares beneficially owned, subject to community property laws where applicable.


Name and Address of beneficial owner (1); Class of Securities	Title/Class of Security	Number of Shares	Beneficial Ownership of Shares Listed		Votes	Total Voting Power (2)
Kent B. Wilson Chief Executive Officer, Director	CLASS A	1,523,321	0.85	%	1,523,321
	CLASS B	2,935,488	34.34	%	29,354,880
	CLASS C	990,169	8.08	%	4,950,845
	B Preferred	2	50	%	325,502,309
Total Votes					361,331,355	37.00	%

Charles Winters, Director	CLASS A	723,322	0.40	%	723,322
	CLASS B	1,300,000	15.21	%	13,000,000
	CLASS C	675,000	5.51	%	3,375,000
	B Preferred	1	25	%	162,751,155
Total Votes					179,849,477	18.42	%


Ian Kantrowitz Director	CLASS A	833,414	0.47	%	833,414
	CLASS B	1,499,429	17.54	%	14,994,290
	CLASS C	1,009,738	8.24	%	5,048,690
	B Preferred	1	25	%	162,751,155
Total Votes					183,627,549	18.80	%

Jeff Hail Chief Operating Officer	CLASS A	446,522	0.25	%	446,522
	CLASS B	1,124,211	13.15	%	11,242,110
	CLASS C	788,000	6.43	%	3,940,000

Total Votes					15,628,632	1.60	%

Gerry Garcia Director	CLASS A	10,000	0.01	%	10,000
	CLASS B	0	—	%	—
	CLASS C	1,000	0.01	%	5,000
	B Preferred	0	—	%	—
Total Votes					15,000	*%

Edmond Lew Director	CLASS A	190,897	0.11	%	190,897
	CLASS B	0	—	%	—
	CLASS C	8,167	0.07	%	40,835
	B Preferred	0	—	%	—
Total Votes					231,732	*%

Christophe Jeunot Director	CLASS A	178,621	0.10	%	178,621
	CLASS B	0	—	%	—
	CLASS C	27,224	0.22	%	136,120
	B Preferred	0	—	%	—
Total Votes					314,741	*%

Jonathan Withem Director	CLASS A	0	—	%	—
	CLASS B	0	—	%	—
	CLASS C	0	—	%	—
	B Preferred	0	—	%	—
Total Votes					—	—

Andrew Call Director	CLASS A	0	—	%	—
	CLASS B	0	—	%	—
	CLASS C	0	—	%	—
	B Preferred	0	—	%	—
Total Votes					—	—

As a Group	CLASS A	3,906,097	2.19	%	3,906,097
9 PEOPLE	CLASS B	6,859,128	80.24	%	68,591,280
	CLASS C	3,499,298	28.55	%	17,496,490


	B Preferred	4	100	%	651,004,619
Total Votes					740,998,486	75.88	%

Total Votes

* Less than 1%.

(1)Except as otherwise indicated, the address of the stockholder is: Alpine 4 Holdings, Inc., 2525 E Arizona Biltmore Cir, Suite 237, Phoenix AZ 85016.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Delinquent Section 16(a) Reports. Section 16(a) of the Exchange Act requires our directors and executive officers and persons who beneficially own more than ten percent of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities. Officers, directors and greater than ten percent beneficial shareholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. To the best of our knowledge based solely on a review of Forms 3, 4, and 5 (and any amendments thereof) received by us during or with respect to the year ended December 31, ~~2016,~~2022, the following persons failed to file, on a timely basis, the identified reports required by Section 16(a) of the Exchange Act during fiscal year ended December ~~31, 2016:~~2022:


Name and Principal Position	Number of Late Reports	Transactions not Reported in Timely Manner	Known Failures to File a Required Form
Kent Wilson, CEO, Director	1	4	None
Charles Winters, Director	0	1	1

Ian Kantrowitz, Director	1	3	None
Gerry Garcia, Director	0	—	1
Edmond Lew, Director	0	—	1
Christophe Jeunot, Director	0	—	1
Jonathan Withem, Director	0	—	1
Andrew Call, Director	0	—	1

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Related Party Transactions

OnThe Company had outstanding notes payable due to related parties totaling $0 at December 1231, 2021.

th
~~, 2016, Kendra Schmitt,~~

Additionally, in January 2020, Kent Wilson, Charles Winters, Ian Kantrowitz, Jeff Hail, and Shannon Rigney, who were serving as officers and employees of the ~~spouse~~Company, collectively converted $603,463 owed to them as salaries and commissions into 4,023,088 shares of ~~David Schmitt,~~ the ~~Company's CFO, loaned $100,000 to~~Company’s Class B Common stock, as follows:


	Amount Owed		Shares Issued
Kent Wilson	$	204,067	1,360,449
Ian Kantrowitz	$	119,914	799,429
Jeff Hail	$	116,132	774,212
Shannon Rigney	$	73,344	488,960
Charlie Winters	$	90,006	600,038
TOTAL	$	603,463	4,023,088

The conversion price was $0.15 per share, which was the closing price of the Company’s Class A common stock on January 7, 2020, which was when the individuals agreed with the Company to convert the amounts owing. The Class B common stock converts one share for one share into Class A common stock, so the Class A common stock market price was used as the conversion price.

In May 2021, the Company and several shareholders filed a lawsuit in the United States District Court for the District of Arizona (Case number 2:21-cv-00886-MTL) against Fin Capital LLC ("Fin Cap"), and Grizzly Research LLC ("Grizzly") alleging securities fraud, tortious interference with business expectancy and libel slander for disseminating false and misleading statements about Alpine 4 and its employees to manipulate the stock price and further their own financial interests. Fin Cap and Grizzly filed motions to dismiss for lack of jurisdiction. The Court has denied Fin Cap’s motion to dismiss and granted the Grizzly Research motion. However, the Court allowed the Company until May 12, 2022, to file an amended complaint. The Company subsequently filed its first amended complaint. In June 2022, both Grizzly and Fin Cap moved to dismiss the first amended complaint. In August 2022, the court granted Grizzly’s and Fin Cap’s motion to dismiss Company’s case against them. As of the date of this Proxy Statement, the Company was in consultation with counsel about other claims that Company might pursue against Fin Cap and Grizzly.

counterclaimed for breach of Mr. Porter’s contract of employment for substandard performance and mishandling of VWES’s finances. The Company continues to vigorously defend itself through discovery. A trial is not scheduled. The Company expects to file a motion for summary judgment.

In October 2021, the Company received three complaints in the District Court of Oklahoma Country State of Oklahoma from former VWES employees Bruce Morse (CJ-2021-4316), Brian Hobbs (CJ-2021-4315), Thomas Karraker (CJ-2021-4314) for unjust enrichment, and breach of contract. Three former employees of the Company’s subsidiary, VWES, brought claims against the Company for unpaid compensation and issuance of stock. The Company denies liability, since the Company was never the employer of Messrs. Karraker, Hobbs and Morse, and the employees were fully compensated for their services. The claim of Mr. Morse was settled. The court entered an order severing Mr. Morse’s claim from the consolidated case and dismissed it. Messrs. Karraker’s and Hobbs’ claims remain outstanding. However, Messrs. Karraker and Hobbs appear to have abandoned their claims and have not agreed to settlements offered to them. The Company is waiting for a court order dismissing the claims of Messrs. Karraker and Hobbs, or their agreement to settle on terms favorable to the Company.

Compensation Committee Interlocks and Insider Participation

Compensation Committee Report

The following report of the Compensation Committee shall not be deemed to be “soliciting material” or to be “filed” with the ~~following terms: Term: less than 1 year at 36% per annum interest.~~Securities and Exchange Commission, nor shall this report be incorporated by reference into any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act.

The Compensation Committee has reviewed and discussed the executive compensation, as disclosed above, with management.Based on this review and those discussions, the Compensation Committee recommended that the executive compensation be included in this report.

Compensation Committee

Edmond Lew (Chair)

Gerry Garcia

Christophe Jeunot

Jonathan Withem

PROPOSAL 2

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

The Board has appointed ~~Malone Bailey~~RSM US LLP ~~("Malone Bailey"~~(“RSM”), independent registered public accountants, to audit the financial statements of the Company for the fiscal year ending December 31, ~~2017.~~2022, and December 31, 2023.

As reported in the Company's Current Report on Form 8-K filed with the SEC on ~~December 16, 2015,~~September 27, 2022, the Company recently dismissed its prior independent registered public accounting firm, ~~Anton & Chia,~~MaloneBailey, LLP (“MB”), and engaged ~~Malone Bailey.~~RSM. The following information was included in the Current Report on Form 8-K:

(a) Dismissal of ~~Anton & Chia, LLP~~independent registered public accounting firm.

On ~~December 10, 2015,~~September 21, 2022, at a special meeting of the Board of Directors (the “Board”) of Alpine 4 ~~Technologies Ltd.~~Holdings, Inc., ~~a Delaware corporation~~ (the ~~"Company"~~“Company”), upon the recommendation of the Company’s Chief Financial Officer, the members of the Board, including all of the members of the Company’s Audit Committee of the Board, unanimously approved the dismissal of and terminated the engagement of ~~Anton & Chia,~~MaloneBailey, LLP ~~("Anton"~~(“MB”), as the ~~Company's~~Company’s independent certifying accountant. ~~Other than an explanatory paragraph included in Anton's audit report~~

The reports of MB on the Company's consolidated financial statements for each of the ~~Registrant's fiscal year~~years ended December 31, ~~2014, relating to the uncertainty of the Registrant's ability to continue as a going concern, the audit report for fiscal year ended December 31, 2014,~~2021 and 2020, did not contain an adverse opinion or a disclaimer of opinion, nor ~~was it~~were they qualified or modified as to uncertainty, audit scope, or accounting principles. ~~As described below, the change in independent public accounting firms is not the result of any disagreement with Anton.~~

~~Anton~~MB was appointed by the Board of Directors ~~to be~~on December 10, 2015, as the Company’s independent registered public accounting firm, and has served as the Company’s auditor from ~~inception of~~that date through September 21, 2022.

During the ~~Company,~~period from December 10, 2015, through December 31, 2020, the year ended December 31, 2021 and ~~provided an initial audit report dated May 7, 2014. There~~the subsequent interim period through September 21, 2022, there were no disagreements with ~~Anton~~MB on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of ~~Anton,~~MB, would have caused ~~Anton~~MB to make reference to the subject matter of the disagreements in connection with their report, and ~~(2)~~ there were no ~~"reportable events"~~“reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation ~~S-K.~~S-K, except for the material weaknesses described in Item 9A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

~~Appointment~~Also on September 21, 2022, at the special meeting of ~~Malone Bailey LLP~~

~~On December 10, 2015,~~ the ~~Company's~~ Board, upon the recommendation of ~~Directors~~the Company’s Chief Financial Officer, the members of the Board, including all of the members of the Company’s Audit Committee of the Board, unanimously approved the engagement of ~~Malone Bailey~~RSM US LLP ~~of Houston, Texas ("Malone Bailey"~~(“RSM”), as the ~~Company's~~Company’s independent registered public accounting firm.

The Company has not consulted with ~~Malone Bailey~~RSM during ~~its~~the Company’s two most recent fiscal years or during any subsequent interim period prior to ~~its~~RSM’s appointment as the ~~Company's~~Company’s independent registered public accounting firm with respect to the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on Registrant's consolidated financial statements, or any other ~~matters~~matter that was either the subject of a disagreement or reportable ~~events~~event, as defined in Items 304(a)(2)(i) and (ii) of Regulation S-K.

~~THE BOARD RECOMMENDS A VOTE "FOR" THE PROPOSAL TO RATIFY THE APPOINTMENT OF MALONE BAILEY LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS OF THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2017.~~

FEES PAID TO OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

~~Malone Bailey~~

As discussed above, on December 10, 2015, the Company's Board of Directors terminated the engagement of Anton & Chia, LLP ("Anton"), as the Company's independent certifying accountant, and approved the engagement of Malone Bailey LLP, of Houston, Texas ("Malone Bailey"), as the Company's independent registered public accounting firmSet below are aggregate fees billed by MaloneBailey for professional services rendered for the year ended December 31, ~~2015.~~2021.

Audit Fees

The fees for the audit and review services billed by MaloneBailey for the period from January 1, 2021, to December 31, 2021, were $860,000.

Audit Related Fees

The fees for the audit related services billed by MaloneBailey for the period from January 1, 2021, to December 31, 2021, were $50,000.

Tax Fees

The fees for the tax related services billed by MaloneBailey for the period from January 1, 2021, to December 31, 2021, were $0.

Set below are aggregate fees billed by Malone Bailey for professional services rendered for the year ended December 31, ~~2016.~~2020.

Audit Fees

The fees for the audit and review services billed ~~and~~by Malone Bailey for the period from January 1, 2020, to beDecember 31, 2020, were $232,000.

Audit Related Fees

The fees for the audit related services billed by Malone Bailey for the period from January 1, ~~2016,~~2020, to December 31, ~~2016,~~2020, were ~~$89,384.~~$11,000.

~~Audit Related~~Tax Fees

The fees for the ~~audit~~tax related services ~~billed and to be~~ billed by Malone Bailey for the period from January 1, ~~2016,~~2020, to December 31, ~~2016,~~2020, were ~~$51,139.~~

~~Tax Fees~~

~~The fees for the tax related services billed and to be billed by Malone Bailey for the period from January 1, 2016, to December 31, 2016, were~~ $0.

Board Pre-Approval Policies and Procedures

Our ~~Board's~~Board’s policy is to pre-approve all audit and permissible non-audit services provided by our independent registered public accounting firm in accordance with applicable SEC rules. The Board of Directors generally pre-approves particular services or categories of services on a case-by-case basis. The independent registered public accounting firm and management periodically report to the Board regarding the extent of services provided by the independent registered public accounting firm in accordance with these pre-approvals, and the fees for the services performed to date.

We do not expect representatives of ~~Malone Bailey LLP~~RSM to be present at the Annual Meeting.

THE BOARD RECOMMENDS A VOTE “FOR” THE PROPOSAL TO RATIFY THE APPOINTMENT OF RSM US LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS OF THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2022, AND DECEMBER 31, 2023.

PROPOSAL 3

TO AUTHORIZE THE BOARD OF DIRECTORS TO FILE AN AMENDMENT TO THE COMPANY’S CERTIFICATE OF INCORPORATION, AS AMENDED TO DATE, TO AUTHORIZE A REVERSE STOCK SPLIT OF THE COMPANY’S CLASS A, CLASS B, AND CLASS C COMMON STOCK (THE “REVERSE SPLIT AMENDMENT”)

~~As noted above,~~

APPROVAL OF THE REVERSE SPLIT AMENDMENT PROPOSAL

The Reverse Split Amendment

On March 3, 2023, our board of directors adopted resolutions approving, declaring advisable and recommending to our stockholders for their approval an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Reverse Split Amended Certificate”) to effect a reverse stock split of our issued and outstanding Class A, Class B, and Class C Common Stock (the “Reverse Stock Split”) with a ratio in the range between and including 1-for-1.5 shares and 1-for-10, such ratio to be determined by our Board in its discretion. The Reverse Stock Split will also affect outstanding options and warrants, as described in “-Effect on ~~April 18, 2017,~~Equity Compensation Plans and Outstanding Options and Warrants” below. Approval of this proposal will grant the Board the authority, without further action by the stockholders, to carry out the Reverse Stock Split any time after the approval of ~~Directors~~the Reverse Split Amended Certificate but prior to the date that is one year after the approval of the Reverse Split Amendment, with the exact exchange ratio and timing to be determined at the discretion of the Board and set forth in a public announcement. Even if the Company’s stockholders approve this proposal, the Company’s Board may determine in its discretion not to effect the Reverse Stock Split and to abandon the Reverse Split Amended Certificate to implement the Reverse Stock Split prior to the time the Reverse Split Amended Certificate is filed and becomes effective.

If approved, this proposal would approve the Reverse Split Amended Certificate set forth in Appendix A. The text of the proposed Reverse Split Amended Certificate to effect the Reverse Stock Split is subject to revision to include such changes as may be required by the Secretary of State of the State of Delaware and as our Board deems necessary and advisable to effect the proposed Reverse Split Amended Certificate. Stockholders are urged to carefully read Appendix A.

Background

Our Class A Common Stock is currently listed on The Nasdaq Capital Market under the symbol “ALPP.” The continued listing requirements of the Nasdaq Capital Market provide, among other things, that our Class A Common Stock must not have a closing bid price under $1.00 for 30 consecutive business days.

On June 2, 2022, the Company received a letter from the Listing Qualifications Department (the ~~"Board"~~“Staff”) of The Nasdaq Stock Market (“Nasdaq”) notifying the Company ~~met~~that, for the preceding 30 consecutive business days, the closing bid price for the Company’s Class A Common Stock (the “Class A Common Stock”) was below the minimum $1.00 per share requirement for continued inclusion on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Requirement”).

The letter has no immediate impact on the listing of the Company’s Class A Common Stock, which will continue to be listed and ~~discussed several issues related~~traded on The Nasdaq Capital Market under the symbol “ALPP,” subject to the Company’s compliance with the other continued listing requirements of The Nasdaq Capital Market.

In accordance with Nasdaq rules, the Company was provided an initial period of 180 calendar days, or until November 29, 2022 (the “Compliance Date”), to regain compliance with the Bid Price Requirement. If, at any time before the Compliance Date, the closing bid price for the Company’s Class A Common Stock is at least $1.00 for a minimum of 10 consecutive business days, the Staff will provide the Company written confirmation of compliance with the Bid Price Requirement and will then consider the matter closed.

If the Company does not regain compliance with the Bid Price Requirement by the Compliance Date, the Company may be eligible for an additional 180 calendar day compliance period, provided that, on such date, the Company meets the continued listing requirement for market value of publicly held shares and all other applicable initial listing requirements for the Nasdaq Capital Market (other than the minimum closing bid price requirement) and the Company provides written notice to Nasdaq of its intention to and plans for curing the deficiency during the second compliance period.

The Company’s Board has determined that the continued listing of our Class A Common Stock on the Nasdaq Capital Market is beneficial for our stockholders. If our Class A Common Stock is delisted from the Nasdaq Capital Market, our Board believes that the trading market for our Class A Common Stock could become significantly less liquid, which could reduce the trading price of our Class A Common Stock and increase the transaction costs of trading in shares of our Class A Common Stock.

The purpose of the proposed Reverse Split is to decrease the total number of shares of Class A Common Stock outstanding and proportionately increase the market price of the Class A Common Stock above $1.00 per share in order to meet the continuing listing requirements of the Nasdaq Capital Market. Our Board intends to effect the Reverse Split only if it believes that a decrease in the number of shares ~~that we have~~ outstanding ~~and the resulting franchise taxes that are imposed on the Company based on our outstanding shares. Following such discussion, the Board determined it~~ is in the best interests of the Company ~~to amend the Company's Certificate of Incorporation (as amended to date) to reduce the number of shares of common~~ and preferred stock. Additionally, on April 18, 2017, the Board approved a proposal to further amend the Certificate to increase the number of authorized shares of preferred stock from 5,000,000 to 10,000,000.

~~Our Board of Directors has unanimously adopted~~our stockholders, and is ~~submitting for stockholder approval an amendment~~likely to ~~our Certificate~~improve the trading price of ~~Incorporation (as amended to date) to decrease~~ our ~~total number of authorized~~ Class A Common Stock ~~from 500,000,000 shares~~and improve the likelihood that we will be allowed to ~~100,000,000 shares;~~maintain our continued listing on the Nasdaq Capital Market. Accordingly, our Board approved the Reverse Split in order to ~~decrease~~help ensure that the share price of our ~~total number~~Class A Common Stock meets the continued listing requirements of ~~authorized~~the Nasdaq Capital Market.

Please note: The proposed Reverse Split will apply equally to the Class A, Class B, and Class C Common Stock. However, because only the Class A Common Stock ~~from 100,000,000 shares to 5,000,000 shares; and to increase~~trades in the number of authorized shares of preferred stock from 5,000,000 to 10,000,000. No other changes are being proposed with respect to any other provisions of our Certificate of Incorporation. The proposed amendmentmarket, the discussion below relates principally to the ~~Certificate~~Class A Common Stock.

Effective Time of ~~Incorporation~~the Reverse Split

If this proposal is ~~included in Appendix A,~~approved and ~~if approved by our stockholders,~~the Board determines to effect the Reverse Split, the Company will ~~be filed~~file the proposed Reverse Split Amended Certificate with the Secretary of State of the State of Delaware. The Reverse Split will become effective at the time the Reverse Split Amended Certificate is filed with the Secretary of State of Delaware ~~promptly after~~and becomes effective, with the ~~closing~~exact timing to be determined at the discretion of ~~the Consent Period.~~ our Board.

If this proposal is approved, no further action on the part of stockholders would be required to either effect or abandon the Reverse Split. If our Board does not ~~approved by our stockholders, our Certificate of Incorporation, as amended to~~implement the Reverse Split on or before the date ~~will continue as currently in effect.~~

~~In addition to the~~ ~~22,828,194~~ ~~shares~~ of our ~~Class A Common Stock outstanding on October 2, 2017, 1,252,000 shares~~next annual meeting (planned for the first quarter of 2024), the authority granted in this proposal to implement the Reverse Split will terminate, and the Reverse Split Amended Certificate to effect the Reverse Split will be abandoned. Our Board reserves its right to elect not to proceed and abandon the Reverse Split if it determines, in its sole discretion, that this proposal is no longer in the best interests of our ~~Class A Common Stock have been reserved~~stockholders.

Reasons for ~~issuance under~~ the ~~Company's 2016 Stock Option and Stock Award Plan (the "Plan"); 77,001 shares~~Reverse Split

The principal purpose of the ~~Company's Class A Common Stock are reserved for future issuance pursuant~~Reverse Split is to ~~outstanding~~decrease the Company warrants; and 21,183,966 shares of the Company's Class A Common Stock are reserved for variable convertible notes. This leaves 454,658,839 shares of Class A Common Stock available for future use if the aggregate authorizedtotal number of shares of Class A Common Stock ~~remains at 500,000,000~~outstanding and ~~54,658,839 shares~~proportionately increase the market price of the Class A Common Stock ~~available for future use if~~above $1.00 per share in order to meet the ~~authorized number~~continuing listing minimum bid price requirements of ~~shares~~the Nasdaq Capital Market. Management and the Board believe that delisting from Nasdaq would adversely affect our ability to raise additional financing through the public or private sale of equity securities and would significantly affect the ability of investors to trade the Company’s securities. Delisting would also negatively affect the value and liquidity of our Class A Common Stock ~~is reduced~~because alternatives, such as the OTC Markets and the pink sheets, are generally considered to ~~100,000,000. With respect~~be less efficient markets. The Board intends to effect the ~~Class B Common Stock, we would have 98,400,000 shares of Class B Common Stock available for future use~~Reverse Split only if it believes that a decrease in the ~~aggregate authorized~~ number of shares outstanding is in the best interests of the Company and the Company’s stockholders and is likely to improve the trading price of the Company’s Class BA Common Stock ~~remains at 100,000,000~~ and ~~3,400,000 shares~~improve the likelihood that we will be allowed to maintain the Company’s continued listing on the Nasdaq Capital Market. Accordingly, the Company’s Board has approved the Reverse Split in order to help ensure that the share price of the Company’s Class BA Common Stock ~~available for future use if~~meets the ~~authorized number of shares of our Class B Common Stock is reduced to 5,000,000. There were no shares of our preferred stock outstanding as of October 2, 2017.~~

~~Purpose~~continued listing requirements of the ~~Amendment~~Nasdaq Capital Market.

Board Discretion to ~~Decrease our Total Number~~Implement the Reverse Split

The Company’s Board believes that stockholder approval of ~~Authorized Shares~~

~~Effective November 1, 2016, pursuant to~~a range of Reverse Split ratios (rather than a single exchange ratio) is in the ~~approved amendment for a reverse split (the "Reverse Split"), the Company issued one (1) new share for each ten (10) old share~~best interests of the ~~Company's commons stock. The reverse split only reduced~~Company’s stockholders because it provides the ~~number of outstanding shares of class A and Class B common stock and did not correspondingly reduce~~Board with the ~~number of Class a and Class B commons shares authorized for issuance, which remained at 500,000,000 and 100,000,000 respectively.~~

~~As a result~~flexibility to achieve the desired results of the Reverse Split, ~~we believe~~and because it is not possible to predict market conditions at the time the Reverse Split would be implemented. If stockholders approve this proposal, the Board would carry out the Reverse Split only upon the Board’s determination that ~~we now need fewer authorized shares of Common Stock to meet our projected capital stock needs for capital-raising transactions, issuance of equity-based compensation and, to~~ the ~~extent opportunities may arise~~Reverse Split would be in the future, strategic transactions that may involve our issuance of stock-based consideration. In light of this, the Board of Directors is seeking approval of an amendment to our Certificate of Incorporation to reduce our authorized capital stock in order to reduce the amountbest interests of the ~~Company's annual franchise tax in~~Company’s stockholders at that time. The Board would then set the ~~State of Delaware.~~

~~Each year, we are required to make franchise tax payments to~~ratio for the ~~State of Delaware~~Reverse Split within the range approved by stockholders and in an amount ~~determined, in part, by the total number of shares of stock we are authorized to issue. Accordingly, by reducing the number of authorized shares of stock, we will cause a reduction~~it determines is advisable and in the ~~amount~~best interests of the ~~franchise tax for which we will be liable. While~~stockholders considering relevant market conditions at the ~~exact amount of such cost savings will depend on a number of factors, which could change from year to year, we estimate~~time the ~~amount of tax savings~~Reverse Split is to be ~~approximately $60,000 and $150,000 for the 2017 and 2018 tax years, respectively, based on current Delaware law.~~

~~Additionally, following~~implemented. In determining the Reverse Split ratio, following receipt of stockholder approval, the board of the directors may consider numerous factors including:

•the historical and projected performance of the Company’s Class A Common Stock;

•general economic and other related conditions prevailing in our industry and in the marketplace;

•the projected impact of the Reverse Split ratio on trading liquidity in our Class A Common Stock and the Company’s ability to maintain continued listing on the Nasdaq Capital Market;

•the Company’s capitalization (including the number of shares of Class A Common Stock ~~then authorized, 500,000,000, was very high~~issued and outstanding);

•the then-prevailing trading price for the Company’s Class A Common Stock and the volume level thereof; and

•the potential devaluation of the Company’s market capitalization as a result of the Reverse Split.

The Company’s Board intends to select a Reverse Split ratio that it believes would be most likely to achieve the anticipated benefits of the Reverse Split.

Certain Risks Associated with the Reverse Split

Before voting on this proposal, stockholders should consider the following risks associated with effecting the Reverse Split:


			·			Although we expect that the Reverse Split will result in an increase in the market price of our Class A Common Stock, we cannot assure you that the Reverse Split, if effected, will increase the market price of our Class A Common Stock in proportion to the reduction in the number of shares of our Class A Common Stock outstanding or result in a permanent increase in the market price. The effect that the Reverse Split may have upon the market price of our Class A Common Stock cannot be predicted with any certainty, and the history of similar Reverse Splits for companies in similar circumstances to ours is varied. The market price of our Class A Common Stock is dependent on many factors, including our business and financial performance, general market conditions, prospects for future growth and other factors detailed from time to time in the reports we file with the SEC. Accordingly, the total market capitalization of our Class A Common Stock after the proposed Reverse Split may be lower than the total market capitalization before the proposed Reverse Split and, in the future, the market price of our Class A Common Stock following the Reverse Split may not exceed or remain higher than the market price prior to the proposed Reverse Split.


			·			Even if our stockholders approve the Reverse Split and the Reverse Split is effected, there can be no assurance that we will continue to meet the continued listing requirements of the Nasdaq Capital Market.


			·			The Reverse Split may result in some stockholders owning “odd lots” of less than 100 shares of Class A Common Stock on a post-split basis. These odd lots may be more difficult to sell, or require greater transaction costs per share to sell, than shares in “round lots” of even multiples of 100 shares.


			·			Although the Reverse Split will not, by itself, have any immediate dilutive effect on stockholders, the proportion of shares owned by stockholders relative to the number of shares authorized for issuance will decrease because the number of authorized shares of Class A Common Stock would remain unchanged. As a result, additional authorized shares of Class A Common Stock would become available for issuance at such times and for such purposes as the Board may deem advisable without further action by stockholders, except as required by applicable law or stock exchange rules. To the extent that additional authorized shares of Class A Common Stock are issued in the future, such shares could be dilutive to existing stockholders of the Company by decreasing such stockholders’ percentage of equity ownership in the Company. See “-Potential Anti-Takeover Effect” below for more information on potential anti-takeover effects of the Reverse Split.


			·			Although our Board believes that the decrease in the number of shares of Class A Common Stock outstanding as a consequence of the Reverse Split and the anticipated increase in the market price of Class A Common Stock could encourage interest in our Class A Common Stock and possibly promote greater liquidity for stockholders, such liquidity could also be adversely affected by the reduced number of shares outstanding after the Reverse Split.

Principle Effects of the Reverse Split

If the Reverse Split is approved and effected with respect to the issued and outstanding Class A Common Stock, each holder of Class A Common Stock outstanding immediately prior to the effectiveness of the Reverse Split will own a reduced number of shares of ~~common stock, which was approximately 24 million as~~Class A Common Stock upon effectiveness of ~~October 2, 2017.~~the Reverse Split. The ~~Company's Board~~Reverse Split would be effected simultaneously for all outstanding shares of ~~Directors believes~~Class A Common Stock at the same exchange ratio. Except for adjustments that may result from the ~~revised~~treatment of fractional shares (as described below), the Reverse Split would affect all stockholders uniformly and would not change any stockholder’s percentage ownership interest in the Company. The

relative voting rights and other rights and preferences that accompany the shares of Class A Common Stock will not be affected by the Reverse Split. Shares of Class A Common Stock issued pursuant to the Reverse Split will remain fully paid and nonassessable.

The table below provides examples of the results of a Reverse Stock Split at various ratios between 1-for-1.5 and 1-for-10:


	Prior to the Reverse Split	Assuming a one-for-1.5 Reverse Split	Assuming a one-for-three Reverse Split	Assuming a one-for-five Reverse Split	Assuming a one-for-ten Reverse Split
Aggregate Number of Shares of Class A Common Stock	178,198,454	118,798,969	59,399,485	35,639,691	17,819,845
Aggregate Number of Shares of Class B Common Stock	8,548,088	5,698,725	2,849,363	1,709,618	854,809
Aggregate Number of Shares of Class C Common Stock	12,462,700	8,308,467	4,154,233	2,492,540	1,246,270

The Reverse Split will not affect the number of authorized shares of Class A Common Stock, ~~at 100 million will offer an available cushion sufficient for~~which is currently 295,000,000 shares. (As noted in Proposal 4 below, the ~~Company's needs for~~Board has recommended that the foreseeable future, including, for example, to appropriately incentivize employees with awards under the Company's equity plans, to offer shares for purchase by third party investors as needed or desired, and if applicable, to use equity as considerationshareholders approve a decrease in ~~connection with smaller or medium-sized acquisitions.~~

~~Effect of the Amendment to Decrease our Total Number of Authorized Shares~~

The proposed amendment would decrease the total number of authorized shares of our Class A Common Stock by 400,000,000 shares, and the total number of authorized shares of our Class B Common Stock by 95,000,000. However, the proposed amendment would not change any of the current rights and privileges of our Class A or Class B Common Stock or its par value nor would it affect the number of shares of our Class A or Class B Common Stock currently outstanding. In addition, the proposed amendment would not in any way limit our ability to use the remaining number of authorized shares for appropriate future corporate purposes, including raising capital through common stock or preferred stock offerings, funding future employee benefit plan obligations and issuing common stock or preferred stock in connection with any future acquisitions or other strategic transactions. As noted above, we will still have over 77,000,000 shares of Class A Common Stock ~~available for future use if~~authorized from 295,000,000 to either 100,000,000 shares or 200,000,000 shares.) Similarly, the Proposal is approved and the Amendment filed with the Secretary of State of the State of Delaware, which we believe is a sufficient number of authorized but unissued shares of our Class A Common Stock given our anticipated needs.

~~The proposed decrease in~~Reverse Split will not affect the number of authorized shares of ~~our Class A and~~ Class B or Class C Common Stock, ~~could have adverse effects on us. We~~which are currently 10,000,000 shares and 15,000,000 shares, respectively. Moreover, the Reverse Split will have less flexibility to issue shares of Class A Common Stock, including in connection with a potential merger or acquisition, stock dividend or follow-on offering. In the event that our Board of Directors determines that it would be in the best interest of the Company and its stockholders to issue a number of shares of common stock or preferred stock in excess of the number of then authorized but unissued and unreserved shares of Class A Common Stock or Class B Common Stock, we would be required to seek the approval of our stockholders to increase the number of shares of authorized Class A or Class B Common Stock, as applicable. If we are not able to obtain the approval of our stockholders for such an increase in a timely fashion, we may be unable to take advantage of opportunities that might otherwise be advantageous to us and our stockholders. However, our Board believes that these potential risks are outweighed by the anticipated benefits of reducing the Company's Delaware franchise tax obligations.

~~The affirmative vote of the majority of shares of the Company's common stock having voting power outstanding~~no effect on ~~the record date for the Annual Meeting is required to approve this proposal.~~

~~Purpose of the Amendment to Increase Authorized Shares of Preferred Stock~~

~~The Board believes it is in the best interest of the Company to increase~~ the number of authorized shares of preferred stock ~~in order to give~~or the ~~Company greater flexibility in considering~~par value of the preferred stock.

Effect on Equity Compensation Plans and planning for future potential business needs. Having the additional authorized preferred shares available is important to our continued efforts to pursue our strategic goals. The additional shares of preferred stock will be available for issuance by the Board for various corporate purposes, including but not limited to, financings, potential strategic transactions, including mergers, acquisitions, strategic partnerships, joint ventures, divestitures, business combinations, as well as other general corporate transactions. Outstanding Equity Awards and Warrants

If the authorization of an increase in the available preferred stock is postponed until the foregoing specific needs arise, the delay and expense incident to obtaining approval of the stockholders at that time could impair our ability to meet the objectives set forth above.

~~If this Proposal~~Reverse Split is approved and effected, the additional authorized preferred shares may be issued at the discretion of the Board without further stockholder action, except as may be required by law or the rules of the exchange or trading facility on which the Company's shares trade or may trade in the future. The adoption of the amendment would not have any immediate dilutive effect on the proportionate voting power or other rights of existing stockholders. However, the issuancetotal number of shares of ~~preferred stock that are convertible into shares of common stock~~Class A Common Stock reserved for issuance under our 2021 Equity Incentive Plan, if approved by our stockholders, would ~~reduce each stockholder's proportionate interest~~be reduced in ~~the Company.~~

Increasing the availability of authorized but unissued shares of preferred stock could have an anti-takeover effect because the potential issuance of such shares could dilute certain rights of a person seeking to obtain control of the Company or to change the Company's management. The Board has no present intention of using such shares in this manner. The Company does not have any current plans, agreements, arrangements or understanding with respectproportion to the ~~planned issuance~~ratio selected by our Board. Under the terms of our outstanding equity awards and warrants, the ~~newly authorized shares of preferred stock.~~

If the Certificate amendment is approved, as soon as practicable after the closing of the Consent Period, we will file the Certificate of Amendment with the office of the Secretary of State of Delaware to reflect the decreases inproposed Reverse Split would adjust and proportionately reduce the number of shares of Class A ~~and Class B~~ Common Stock ~~(as outlined above),~~issuable upon exercise or vesting of such awards and ~~to reflect the increase~~warrants in the ~~authorized~~same ratio of the Reverse Split and, correspondingly, would proportionately increase the exercise or purchase price, if any, of all such awards and warrants. The number of shares of ~~our preferred stock. Upon approval~~Class A Common Stock issuable upon exercise or vesting of outstanding equity awards and ~~following such filing~~warrants and the exercise or purchase price related thereto, if any, would be equitably adjusted in accordance with the ~~Secretary~~terms of ~~State~~the plans or agreements governing such awards or warrants.

Potential Anti-Takeover Effect

An additional effect of ~~Delaware,~~ the Reverse Split would be to increase the relative amount of authorized but unissued shares of Class A Common Stock, which may, under certain circumstances, be construed as having an anti-takeover effect. Although not designed or intended for such purposes, the effect of the increased available shares might be to make more difficult or to discourage an attempt to take over or otherwise acquire control of the Company (for example, by permitting issuances that would dilute the stock ownership of a person or entity seeking to effect a change in the composition of the Board or contemplating a tender offer or other change in control transaction). In addition, our Certificate of ~~Amendment will become effective on the date it is filed.~~

~~Background for the Increase in the Number of Shares of Preferred Stock~~

~~On April 18, 2017,~~Incorporation and our Bylaws include provisions that may have an anti-takeover effect. These provisions, among things, permit the Board ~~approved~~to issue preferred stock with rights senior to those of the ~~adoption~~Class A Common Stock without any further vote or action by the stockholders, provide that special meetings of stockholders may only be called by our Board and ~~declared advisable~~some of our officers, and do not provide for cumulative voting rights, which could make it more difficult for stockholders to effect certain corporate actions and may delay or discourage a change in control.

Our Board is not presently aware of any attempt, or contemplated attempt, to acquire control of the Company and ~~its~~the Reverse Split Proposal is not part of any plan by our Board to recommend or implement a series of anti-takeover measures.

Accounting Matters

The Reverse Split will not affect the par value per share of Class A, Class B, or Class C Common Stock, which will remain unchanged at $0.0001 per share. The stockholders' equity, in the aggregate, will remain unchanged. At the effective time of the Reverse Split, the stockholders' equity will reflect the following: (i) the stated capital on our balance sheet attributable to the Class A Common Stock, which consists of the par value per share of the Class A Common Stock multiplied by the aggregate number of shares of the Class A Common Stock issued and outstanding, will be reduced in proportion to the ratio of the Reverse Split; and (ii) correspondingly, the additional paid-in capital account, which consists of the difference between the stated capital and the aggregate amount paid upon issuance of all currently outstanding shares of Class A Common Stock, will be credited with the amount by which the stated capital is reduced. After the Reverse Split, net income or loss per share and the other per share amounts will be increased because there will be fewer shares of our Class A Common Stock outstanding. In future financial statements, net income or loss per share and other per share amounts for periods ending before the Reverse Split would be recast to give retroactive effect to the Reverse Split. Additional adjustments will be made to these accounts as a result of any rounding to avoid the existence of fractional shares.

Mechanics of the Reverse Split

Effect on Registered “Book-Entry” Holders of Class A Common Stock

Holders of Class A Common Stock may hold some or all of their Class A Common Stock electronically in book-entry form (“street name”) under the direct registration system for securities. These stockholders ~~subject to stockholder approval, the \amendment to our Certificate to increase~~will not have stock certificates evidencing their ownership. They are, however, provided with a statement reflecting the number of ~~authorized~~ shares of ~~Preferred~~Class A Common Stock ~~from 5,000,000~~registered in their accounts. If you hold registered Class A Common Stock in book-entry form, you do not need to take any action to receive your post-split shares, if applicable.

Record and Beneficial Stockholders

If this Proposal 4 is approved by our stockholders and our Board of Directors elects to ~~10,000,000~~implement a Reverse Split, stockholders of record holding all of their shares of our common stock electronically in book-entry form under the direct registration system for securities will be automatically exchanged by the exchange agent and will receive a transaction statement at their address of record indicating the number of new post-split shares of our common stock they hold after the Reverse Stock Split along with payment in lieu of any fractional shares. Non-registered stockholders holding common stock through a bank, broker or other nominee should note that such banks, brokers or other nominees may have different procedures for processing the Reverse Split and making payment for fractional shares than those that would be put in place by us for registered stockholders. If you hold your shares with such a ~~par value~~bank, broker or other nominee and if you have questions in this regard, you are encouraged to contact your nominee.

If this Proposal 4 is approved by our stockholders and our Board of ~~$0.0001 per~~Directors elects to implement a Reverse Split, stockholders of record holding some or all of their shares in certificate form will receive a letter of transmittal from the Company or its exchange agent, as soon as practicable after the effective date of the Reverse Stock Split. Our transfer agent is expected to act as “exchange agent” for the purpose of implementing the exchange of stock certificates. Holders of pre-Reverse Split shares will be asked to surrender to the exchange agent certificates representing pre-Reverse Split shares in exchange for post-Reverse Split shares and payment in lieu of fractional shares (if any) in accordance with the procedures to be set forth in the letter of transmittal. No new post-Reverse Split share certificates will be issued to a stockholder until such stockholder has surrendered such stockholder’s outstanding certificate(s) together with the properly completed and executed letter of transmittal to the exchange agent.

STOCKHOLDERS SHOULD NOT DESTROY ANY PRE-SPLIT STOCK CERTIFICATE AND SHOULD NOT SUBMIT ANY CERTIFICATES UNTIL THEY ARE REQUESTED TO DO SO.

Fractional Shares

Our stockholders will not receive fractional post-Reverse Split shares in connection with the Reverse Split. Instead, any fractional shares that would otherwise be issuable as a result of the Reverse Split will be rounded up to the nearest whole share.

~~As of the date of this Proxy Statement, there were no shares of preferred stock issued and outstanding.~~

~~Dissenter's~~No Dissenters’ or Appraisal Rights

Under the Delaware General Corporation Law, our stockholders are not entitled to ~~dissenter's~~any dissenters’ or appraisal rights with respect to the Reverse Split, and we will not independently provide stockholders with any such right.

U.S. Federal Income Tax Considerations

The following is a summary of certain U.S. federal income tax consequences of the Reverse Split to stockholders that hold our Class A, Class B, or Class C Common Stock as capital assets for U.S. federal income tax purposes (generally, property held for investment). This summary is based upon the provisions of the U.S. Internal Revenue Code of 1986, as amended, or the Code, Treasury regulations promulgated thereunder, administrative rulings and judicial decisions, all as in effect as of the date hereof, and all of which are subject to change and differing interpretations, possibly with retroactive effect. Changes in these authorities or their interpretation may result in the U.S. federal income tax consequences of the Reverse Split differing substantially from the consequences summarized below.

This summary is for general information purposes only and does not address all aspects of U.S. federal income taxation that may be relevant to stockholders in light of their particular circumstances or to stockholders that may be subject to special tax rules, including, without limitation: (i) persons subject to special tax accounting rules as a result of any item of gross income with respect to our Class A Common Stock being taken into account in an "applicable financial statement" (as defined in the Code); (ii) banks, insurance companies, or other financial institutions; (iii) tax-exempt organizations; (iv) dealers in securities or commodities; (v) regulated investment companies or real estate investment trusts; (vi) S corporations and partnerships (including entities or arrangements treated as partnerships for U.S. federal income tax purposes and their partners or members); (vii) traders in securities that elect to use the mark-to-market method of accounting; (viii) persons whose “functional currency” is not the U.S. dollar; (ix) persons holding our Class A Common Stock in a hedging transaction, “straddle,” “conversion transaction” or other risk reduction transaction; (x) persons who acquired our Class A Common Stock in connection with employment or the performance of services; (xii) retirement plans; (xiii) persons who are treated as non-U.S. persons for U.S. federal income tax purposes; or (xiv) certain former citizens or long-term residents of the United States.

In addition, this ~~Proposal.~~summary of certain U.S. federal income tax consequences does not address the tax consequences arising under the laws of any foreign, state or local jurisdiction or any U.S. federal tax consequences other than U.S. federal income taxation (such as U.S. federal estate and gift tax consequences). This discussion also does not address the impact of the alternative minimum tax and the Medicare contribution tax on net investment income. If a partnership (including any entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds shares of our Class A Common Stock, the tax treatment of a partner in the partnership generally will depend upon the status of the partner and the activities of the partnership. Partnerships holding our Class A Common Stock and the partners therein should consult their tax advisors regarding the tax consequences to them of the Reverse Split.

We have not sought, and will not seek, an opinion of counsel or a ruling from the Internal Revenue Service, or the IRS, regarding the U.S. federal income tax consequences of the Reverse Split and there can be No assurance that the IRS will not challenge the statements and conclusions set forth below or that a court would not sustain any such challenge.

EACH STOCKHOLDER SHOULD CONSULT ITS TAX ADVISORS WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES OF THE REVERSE SPLIT TO SUCH STOCKHOLDER.

Taxation of Stockholders

The Reverse Split should constitute a “recapitalization” for U.S. federal income tax purposes. As a recapitalization, a stockholder should not recognize gain or loss as a result of the Reverse Split. A stockholder’s aggregate tax basis in the shares of the Class A Common Stock received pursuant to the Reverse Split should equal the stockholder’s aggregate tax basis in the shares of the Class A Common Stock surrendered, and such stockholder’s holding period in the shares of the Class A Common Stock received should include the holding period of the shares of the Class A Common Stock surrendered. Treasury regulations promulgated under the Code provide detailed rules for allocating the tax basis and holding period of shares of Class A Common Stock surrendered pursuant to the Reverse Split to shares of Class A Common Stock received pursuant to the Reverse Split. Stockholders holding shares of Class A Common Stock that were acquired on different dates and at different prices should consult their tax advisors regarding the allocation of the tax basis and holding period of such shares.

THE BOARD RECOMMENDS A VOTE “FOR” THE PROPOSAL TO AUTHORIZE THE BOARD TO FILE AN AMENDMENT TO THE CERTIFICATE OF INCORPORATION, AS AMENDED TO DATE, TO EFFECTUATE A REVERSE STOCK SPLIT OF THE COMPANY’S CLASS A, CLASS B, AND CLASS C COMMON STOCK, ON A RATIO BETWEEN 1-FOR-1.5 SHARES AND 1-FOR-10 SHARES, TO BE DETERMINED IN THE DISCRETION OF THE BOARD OF DIRECTORS.

PROPOSALS RELATED TO THE APPROVAL OF A REDUCTION IN THE NUMBER OF AUTHORIZED SHARES OF CLASS A

COMMON STOCK IN THE EVENT OF A REVERSE STOCK SPLIT

Background

In the event we implement the Reverse Split Amendment, the number of shares of authorized Class A Common Stock, the class of our shares that trades publicly, will remain unchanged without further action. As a result, a reverse stock split, without further action, will have the effect of increasing the number of authorized but unissued shares of Class A Common Stock available for future issuance, which might be construed as having an anti-takeover effect by permitting the issuance of shares to purchasers who might oppose a hostile takeover bid or oppose any efforts to amend or repeal certain provisions of our Certificate or Bylaws.

Additionally, if we implement a reverse stock split but do not change the number of authorized shares of Common Stock, our annual Delaware franchise tax liability could increase substantially, including to the maximum annual tax amount. This potential increase in tax liability is a result of the manner in which the Delaware franchise tax is calculated: the calculation can depend, in part, on the number of shares of capital stock a corporation is authorized to issue and the number of shares of capital stock a corporation has issued, with the tax liability increasing as the difference between the number of authorized shares and outstanding shares increases.

Delaware law permits stockholders to approve an amendment to the certificate of incorporation implementing a reverse stock split at a ratio to be determined by the Company and announced publicly by means of a press release. However, Delaware law does not provide a similar means of establishing the number of authorized shares. Instead, stockholders must approve the amendment to the certificate of incorporation setting forth the exact number of authorized shares. The Board believes the number of shares of Class A Common Stock the Company should be authorized to issue after a reverse stock split will depend, in part, on the ratio of the reverse stock split. Furthermore, the Board believes that it would be in the best interests of the Company and its stockholders that the stockholders authorize the Board to choose, in its discretion, among two alternatives of the number of shares of Class A Common Stock the Company is authorized to issue in the event the Board determines to effect a reverse stock split. As a result, the Board believes that stockholder approval of two potential numbers of authorized shares (rather than a single number of authorized shares) provides the flexibility to achieve the desired results of the reverse stock split while mitigating the risks associated with having a large number of authorized and issuable shares of Common Stock.

The Board, therefore, is asking our stockholders to approve two alternative amendments from which it may choose in order to reduce the number of shares of Class A Common Stock the Company is authorized to issue should the Board elect to do so. In order to reduce the risk that our reverse stock split is construed as having an anti-takeover effect and to limit our franchise tax liability, the Board unanimously adopted a resolution declaring it to be in the best interests of the Company and its stockholders that the stockholders adopt and approve two alternative amendments to our Certificate to reduce the number of authorized shares of Class A Common Stock to 100,000,000 shares, and 200,000,000 shares, respectively. The Board also unanimously recommended that these proposals be presented to our stockholders for adoption and approval by the stockholders. Upon receiving stockholder approval, and conditioned on the stockholders approving the Reverse Split Amendment set forth in Proposal 3 above, the Board will have the discretion for one year from the date of adoption to effectuate a reduction in the number of shares of authorized Class A Common Stock to 100,000,000 shares, or 200,000,000 shares, and to direct our officers to execute and file an amendment to our Certificate to effect such reduction in the number of shares of authorized Class A Common Stock. The Board may elect not to effectuate the reduction in the number of shares of authorized Class A Common Stock. If the Company implements a reverse stock split, the Board may choose to implement only one of the alternative amendments to reduce the authorized Class A Common Stock and abandon the other alternative amendment, or it may abandon a reduction completely.

If the stockholders approve this proposal, the reduction in the number of shares of authorized Common Stock would be effected, if at all, only upon a determination by the Board that the reduction in the number of shares of authorized Class A Common Stock is in the best interests of the stockholders at that time. No further action on the part of stockholders will be required to either implement or abandon the reduction in the number of shares of authorized stock. The Board reserves its right to elect not to proceed, and abandon, the reduction in the number of shares of authorized stock if it determines, in its sole discretion, that any of these proposals is No longer in the best interests of our stockholders.

Purpose of the Amendments

As described above, if the Reverse Split Amendment is approved by the shareholders and implemented by the Board, depending on the ratio selected by the Board, there could be a significant number of authorized but unissued shares of the Company’s Class A Common Stock relative to the number of shares outstanding.

The Company’s Board is mindful of the potential negative effects of a large number of authorized but unissued shares of our Class A Common Stock. For instance, future issuances of Class A Common Stock or securities convertible into Class A Common Stock could have a negative impact on our earnings per share and book value per share and would dilute the voting power and ownership of our existing stockholders. Further, because the amount of a Delaware corporation’s franchise tax fees is based on the number of authorized shares of its capital stock, a larger number of authorized shares results in increased Delaware franchise tax obligations.

If the Reverse Split Amendment is approved by the Company’s shareholders, and if the Board elects to file the Reverse Split Certificate of Amendment to effectuate the Reverse Split Amendment, and depending on the ratio selected by the Board, the Company’s Board believes that the number of shares of our Common Stock that is currently authorized, 295,000,000 shares, could provide more available shares than are necessary for the Company’s reasonably foreseeable future needs. As a result, the Board has approved and is recommending that the Company’s shareholders approve a reduction in the number of shares of our Class A Common Stock that we are authorized to issue from 295,000,000 shares to either 100,000,000 shares or 200,000,000 shares, to be determined by the Board based on the Board’s review of certain criteria, including the ratio of the Reverse Split Amendment and any recommendations from the Company’s professional advisors. The Board believes that depending on the ratio of the Reverse Split Amendment chosen by the Board, having 100,000,000 or 200,000,000 authorized shares of Class A Common Stock likely would provide the Company with sufficient flexibility to issue shares of Class A Common Stock as needed for general corporate purposes and strategic transactions for the foreseeable future. In addition, a reduction to the authorized shares of our Class A Common Stock will have the immediate effect of reducing the Company’s Delaware franchise tax obligations.

Potential Adverse Effects of the Amendment

Although our Board believes having fewer authorized shares of Class A Common Stock will be sufficient for our expected purposes for the foreseeable future, these expectations could turn out to be wrong, and the Company may require additional authorized shares sooner than management expects. In that case, the Company would be forced to seek and obtain the approval of the Company’s shareholders to effect an increase to the authorized shares of Class A Common Stock. Any such increase to the authorized shares would require us to solicit proxies and hold a vote at an annual or special meeting of the shareholders. The shareholder meeting process can be costly and time-consuming and is subject to a variety of SEC rules that implement waiting periods throughout the process, which could prevent us from obtaining any increase to our authorized shares in a timely manner. Moreover, the Company’s shareholder may not approve any proposal to increase our authorized shares. Either of these outcomes could force us to forego opportunities that we believe to be valuable or prevent us from using equity for compensation or other corporate purposes, which could limit our flexibility and prospects and strain our cash resources.

Procedure for Effecting the Amendment

If the proposed amendments to reduce the number of shares of Class A Common Stock are approved and adopted by our shareholders at the Annual Meeting, the form of amendment selected by the Board will become effective upon filing with the Secretary of State of the State of Delaware a certificate of amendment to our Charter in substantially the form attached as Appendix B1 or B2 to this Proxy Statement. The Board may elect to file either the form of amendment in Appendix B1 or B2, but not both.

Risk Factors Associated with a Reduction in the Number of Authorized Shares

A reduction in the authorized shares of our Class A Common Stock might not have the intended effect of minimizing our Delaware franchise tax liability.

If the stockholders approve the reverse stock split proposal, our Board will have the ability to establish a precise reverse stock split ratio within the authorized ratio. However, because stockholders must approve the exact number of shares of Class A Common Stock our Company is authorized to issue, our Board might not be able to reduce the number of authorized shares in the same proportion as the reverse stock split. In the event the reverse stock split ratio differs from the ratio by which the authorized stock is reduced, our authorized stock might exceed our issued stock such that our Delaware franchise tax liability increases, including to the maximum liability.

Effective Date

We expect that the reduction in the number of shares of Class A Common Stock the Company is authorized to issue would become effective as of 5:00 p.m. Eastern time on the date of filing of the amendment to our Certificate with the office of the Secretary of State of the State of Delaware. At any time prior to the effectiveness of the filing of the amendment with the Secretary of State, notwithstanding authorization of the proposed amendment by the shareholders

of the corporation, the Board may abandon the proposed amendment without further action by the shareholders of the Company.

No Appraisal Rights

Under the Delaware General Corporation Law, our stockholders are not entitled to appraisal rights with respect to a reduction in the number of shares of Class A Common Stock the Company is authorized to issue.

PROPOSAL 4. Alternative One: Reduction in Authorized Class A Common Shares to 100,000,000 Shares

For the reasons discussed above, we are asking our shareholders to approve an amendment to our Amended and Restated Certificate of Incorporation, to reduce the number of authorized shares of Class A Common Stock to 100,000,000 shares from 295,000,000 shares. This vote is conditioned on the shareholders’ approval of the Reverse Split Amendment set forth in Proposal 3 above.

The text of the proposed amendment to our Certificate of Incorporation, as amended to date, is included as Appendix B1 to this Proxy Statement.

THE BOARD OF DIRECTORS RECOMMENDS ~~THAT YOU~~THE STOCKHOLDERS VOTE ~~"FOR" THIS PROPOSAL 3~~“FOR” THE APPROVAL OF AN AMENDMENT TO ~~AMEND~~ OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO ~~DECREASE OUR TOTAL~~REDUCE THE NUMBER OF AUTHORIZED SHARES OF CLASS A COMMON STOCK TO 100,000,000 SHARES.

PROPOSAL 5. Alternative Two: Reduction in Authorized Class A Common Shares to 200,000,000 Shares

For the reasons discussed above, we are also asking our shareholders to approve an amendment to our Amended and Restated Certificate of Incorporation, to reduce the number of authorized shares of Class A Common Stock to 200,000,000 shares from 295,000,000 shares. This vote is conditioned on the shareholders’ approval of the Reverse Split Amendment set forth in Proposal 3 above.

The text of the proposed amendment to our Certificate of Incorporation, as amended to date, is included as Appendix B2 to this Proxy Statement.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THE STOCKHOLDERS VOTE “FOR” THE APPROVAL OF AN AMENDMENT TO OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO ~~INCREASE~~REDUCE THE NUMBER OF ~~SAHRES~~AUTHORIZED SHARES OF ~~OUR PREFERRED~~CLASS A COMMON STOCK ~~AS DESCRIBED ABOVE.~~TO 200,000,000 SHARES.

ANNUAL REPORT

The ~~Company's~~Company’s Amended Annual Report on Form ~~10-K,~~10-K/A, including financial statements, for the fiscal year ended December 31, ~~2016,~~2021, accompanies this Proxy Statement or is available via the Internet at www.sec.gov.

IN ADDITION, THE COMPANY WILL PROVIDE WITHOUT CHARGE, AT THE WRITTEN REQUEST OF ANY BENEFICIAL OWNER OF SHARES ENTITLED TO VOTE AT THE ANNUAL MEETING OF STOCKHOLDERS, A COPY (WITHOUT EXHIBITS) OF THE ~~COMPANY'S~~COMPANY’S AMENDED ANNUAL REPORT ON FORM ~~10-K~~10-K/A AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FOR THE FISCAL YEAR ENDED DECEMBER 31, ~~2016.~~2021. REQUESTS SHOULD BE MAILED TO THE SECRETARY, ALPINE 4 ~~TECHNOLOGIES LTD.~~HOLDINGS, INC., ~~4742 N. 24~~^TH ~~STREET,~~2525 E ARIZONA BILTMORE CIRCLE, SUITE ~~300,~~237, PHOENIX, AZ ~~85016~~.85016.

~~INTERNET AVAILABILITY OF PROXY MATERIALS~~

A COMPLETE SET OF PROXY MATERIALS RELATING TO OUR ANNUAL MEETING IS AVAILABLE ON THE INTERNET. THESE MATERIALS, CONSISTING OF THE NOTICE OF ANNUAL MEETING, PROXY STATEMENT, PROXY CARD AND ANNUAL REPORT TO STOCKHOLDERS, MAY BE VIEWED AT ~~WWW.SEC.GOV. INFORMATION INCLUDED ON THE COMPANY'S WEBSITE, OTHER THAN THE MATERIALS RELATED TO THE ANNUAL MEETING, IS NOT PART OF THE PROXY SOLICITING MATERIALS.~~

OTHER MATTERS

As of the date of this proxy statement, the Board of Directors is not aware of any matters other than those set forth herein and in the Notice of Annual Meeting of Stockholders that will come before the meeting. Should any other matters arise requiring the vote of stockholders, it is intended that proxies will be voted in respect thereto in accordance with the best judgment of the person or persons voting the proxies.

Please return your proxy as soon as possible. Unless a quorum consisting of a majority of the outstanding shares entitled to vote is represented at the meeting, no business can be transacted. Therefore, please be sure to date and sign your proxy exactly as your name appears on your stock certificate and return it in the enclosed postage prepaid return envelope. Please act promptly to ensure that you will be represented at this important meeting.


			By Order of the Board of Directors,
	ALPINE 4 ~~TECHNOLOGIES LTD.~~
	HOLDINGS, INC. /s/ Kent B. Wilson
	Chief Executive Officer

Phoenix, Arizona

~~October 9, 2017~~

March 7, 2023

APPENDIX A

“REVERSE SPLIT CERTIFICATE OF AMENDMENT”

CERTIFICATE OF AMENDMENT OF

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF

ALPINE 4 ~~TECHNOLOGIES LTD.~~HOLDINGS, INC.

ALPINE 4 ~~TECHNOLOGIES LTD.~~HOLDINGS, INC., a corporation organized and existing under, and by virtue of, the General Corporation Law of the State of Delaware, hereby certifies that:

FIRST: The name of the Corporation is Alpine 4 ~~Technologies Ltd.~~Holdings, Inc. (the ~~"Corporation"~~“Corporation”).

SECOND: The Corporation was originally incorporated under the name ~~"ALPINE~~“ALPINE 4 INC.,"” and the original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on April 22, 2014.

THIRD: The Board of Directors of the Corporation, acting in accordance with the provisions of Sections 141 and 242 of the General Corporation Law of the State of Delaware, adopted resolutions on ~~April 18, 2017,~~March 3, 2023, amending ~~and restating~~ the ~~Corporation's~~Corporation’s Amended and Restated Certificate of Incorporation (the ~~"Certificate~~“Certificate of ~~Incorporation"~~Incorporation”), to replace Section 1 of ARTICLE IV with the following language:

Section 1. Authorized Shares. This Corporation is authorized to issue ~~ONE~~TWO HUNDRED NINETY-FIVE MILLION ~~(100,000,000)~~(295,000,000) shares of Class A Common Stock, par value $0.0001 per share (the ~~"Class~~“Class A Common ~~Stock"~~Stock”), ~~FIVE~~TEN MILLION ~~(5,000,000)~~(10,000,000) shares of Class B Common Stock, par value $0.0001 per share (the ~~"Class~~“Class B Common ~~Stock"~~Stock”), FIFTEEN MILLION (15,000,000) shares of Class C Common Stock, par value $0.0001 per share (the “Class C Common Stock,” and together with the Class A Common Stock and the ~~"Common Stock"~~Class B Common Stock, the “Common Stock”), and ~~TEN~~FIVE MILLION ~~(10,000,000)~~(5,000,000) shares of Preferred Stock, par value $0.0001 per share. ~~The previously issued shares of common stock are hereby redesignated as the Class A Common Stock.~~ The number of authorized shares of any class or classes of stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of at least a majority of the voting power of the issued and outstanding shares of Common Stock of the Corporation, voting together as a single class.

Section 2. Reverse Stock Split. Effective as of the close of business, Eastern Time, on the date of filing of this Certificate of Amendment with the Secretary of State of the State of Delaware (the "Effective Time"), each _____ (___) outstanding shares of the Corporation's Class A Common Stock, par value $0.0001 per share, shall automatically and without any action on the part of the respective holders thereof be exchanged and combined into one (1) share of Class A Common Stock, par value $0.0001 per share; and each _____ (___) outstanding shares of the Corporation's Class B Common Stock, par value $0.0001 per share, shall automatically and without any action on the part of the respective holders thereof be exchanged and combined into one (1) share of Class B Common Stock, par value $0.0001 per share; and each _____ (___) outstanding shares of the Corporation's Class C Common Stock, par value $0.0001 per share, shall automatically and without any action on the part of the respective holders thereof be exchanged and combined into one (1) share of Class C Common Stock, par value $0.0001 per share. At the Effective Time, there shall be no change in the number of authorized common shares or preferred shares that the Corporation shall have the authority to issue. No fractional shares shall be issued in connection with the exchange. In lieu thereof, any person who holds a fraction of one (1) share of Class A Common Stock or Class B Common Stock or Class C Common Stock after the exchange shall have their fraction of one (1) share rounded up to the nearest whole fraction of one (1) share of Class A Common Stock, Class B Common Stock, or Class C Common Stock, respectively."

FOURTH: Also pursuant to a resolution of the Board of Directors, thereafter this Certificate of Amendment was submitted to the stockholders of the Corporation for their approval, and was duly adopted by the ~~Shareholders~~stockholders of the Corporation at a meeting of the ~~2017 Annual Meeting of Shareholders held~~stockholders on ~~November~~April 18, ~~2016,~~2023, in accordance with the provisions of Sections 211 and 242 of the General Corporation Law of the State of Delaware.

FIFTH: All other provisions of the Amended and Restated Certificate of Incorporation shall remain in full force and effect.

IN WITNESS WHEREOF, ALPINE 4 ~~TECHNOLOGIES LTD.~~HOLDINGS, INC. has caused this Certificate of Amendment to be signed by its Chief Executive Officer this ~~_____~~___ day of ~~November, 2017.~~________, 2023.

ALPINE 4 ~~TECHNOLOGIES LTD.~~Holdings, Inc

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

Kent B. Wilson

Chief Executive Officer

APPENDIX B1

“SHARE DECREASE CERTIFICATE OF AMENDMENT – ALTERNATIVE ONE”

CERTIFICATE OF AMENDMENT OF

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF

ALPINE 4 ~~TECHNOLOGIES LTD.~~HOLDINGS, INC.

~~4742 N. 24~~^th ~~Street, Suite 300~~

~~Phoenix,~~ALPINE 4 HOLDINGS, INC., a corporation organized and existing under, and by virtue of, the General Corporation Law of the State of Delaware, hereby certifies that:

FIRST: The name of the Corporation is Alpine 4 Holdings, Inc. (the “Corporation”).

SECOND: The Corporation was originally incorporated under the name “ALPINE 4 INC.,” and the original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on April 22, 2014.

THIRD: The Board of Directors of the Corporation, acting in accordance with the provisions of Sections 141 and 242 of the General Corporation Law of the State of Delaware, adopted resolutions on March 3, 2023, amending the Corporation’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), to replace Section 1 of ARTICLE IV with the following language:

Section 1. Authorized Shares. This Corporation is authorized to issue ONE HUNDRED MILLION (100,000,000) shares of Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), TEN MILLION (10,000,000) shares of Class B Common Stock, par value $0.0001 per share (the “Class B Common Stock”), FIFTEEN MILLION (15,000,000) shares of Class C Common Stock, par value $0.0001 per share (the “Class C Common Stock,” and together with the Class A Common Stock and the Class B Common Stock, the “Common Stock”), and FIVE MILLION (5,000,000) shares of Preferred Stock, par value $0.0001 per share. The number of authorized shares of any class or classes of stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of at least a majority of the voting power of the issued and outstanding shares of Common Stock of the Corporation, voting together as a single class.

FOURTH: Also pursuant to a resolution of the Board of Directors, thereafter this Certificate of Amendment was submitted to the stockholders of the Corporation for their approval, and was duly adopted by the stockholders of the Corporation at a meeting of the stockholders on April 18, 2023, in accordance with the provisions of Sections 211 and 242 of the General Corporation Law of the State of Delaware.

FIFTH: All other provisions of the Amended and Restated Certificate of Incorporation shall remain in full force and effect.

IN WITNESS WHEREOF, ALPINE 4 HOLDINGS, INC., has caused this Certificate of Amendment to be signed by its Chief Executive Officer this ____ day of ________, 2023.

ALPINE 4 Holdings, Inc

By: /s/ Kent B. Wilson

Kent B. Wilson

Chief Executive Officer

APPENDIX B2

“SHARE DECREASE CERTIFICATE OF AMENDMENT – ALTERNATIVE TWO”

CERTIFICATE OF AMENDMENT OF

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF

ALPINE 4 HOLDINGS, INC.

ALPINE 4 HOLDINGS, INC., a corporation organized and existing under, and by virtue of, the General Corporation Law of the State of Delaware, hereby certifies that:

FIRST: The name of the Corporation is Alpine 4 Holdings, Inc. (the “Corporation”).

THIRD: The Board of Directors of the Corporation, acting in accordance with the provisions of Sections 141 and 242 of the General Corporation Law of the State of Delaware, adopted resolutions on March 3, 2023, amending the Corporation’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), to replace Section 1 of ARTICLE IV with the following language:

Section 1. Authorized Shares. This Corporation is authorized to issue TWO HUNDRED MILLION (200,000,000) shares of Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), TEN MILLION (10,000,000) shares of Class B Common Stock, par value $0.0001 per share (the “Class B Common Stock”), FIFTEEN MILLION (15,000,000) shares of Class C Common Stock, par value $0.0001 per share (the “Class C Common Stock,” and together with the Class A Common Stock and the Class B Common Stock, the “Common Stock”), and FIVE MILLION (5,000,000) shares of Preferred Stock, par value $0.0001 per share. The number of authorized shares of any class or classes of stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of at least a majority of the voting power of the issued and outstanding shares of Common Stock of the Corporation, voting together as a single class.

FOURTH: Also pursuant to a resolution of the Board of Directors, thereafter this Certificate of Amendment was submitted to the stockholders of the Corporation for their approval, and was duly adopted by the stockholders of the Corporation at a meeting of the stockholders on April 18, 2023, in accordance with the provisions of Sections 211 and 242 of the General Corporation Law of the State of Delaware.

FIFTH: All other provisions of the Amended and Restated Certificate of Incorporation shall remain in full force and effect.

IN WITNESS WHEREOF, ALPINE 4 HOLDINGS, INC., has caused this Certificate of Amendment to be signed by its Chief Executive Officer this ____ day of ________, 2023.

ALPINE 4 Holdings, Inc

By: /s/ Kent B. Wilson

Kent B. Wilson

Chief Executive Officer

ALPINE 4 HOLDINGS, INC.

2525 E ARIZONA BILTMORE CIRCLE, SUITE 237

PHOENIX, AZ 85016

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby nominates, constitutes and appoints each of Kent B. Wilson and ~~Charles Winters~~Ian Kantrowitz as the attorney, agent and proxy of the undersigned (the ~~"Proxies"~~“Proxies”), with full power of substitution, to vote all stock of Alpine 4 ~~Technologies Ltd.~~Holdings, Inc., which the undersigned is entitled to represent and vote at the Annual Meeting of Stockholders of the Company to be held ~~November~~Tuesday, April 18, ~~2017,~~2023, at 10:00 a.m. Mountain Standard Time, at ~~4742 N. 24~~^th ~~Street, Suite 300, Phoenix, AZ 85016~~, and at any and all ~~adjournments~~adjournment(s) or ~~postponements~~postponement(s) thereof, as a virtual meeting via live webcast on the Internet, as fully as if the undersigned were present and voting at the meeting, as follows:

THE BOARD OF DIRECTORS RECOMMENDS A VOTE ~~"FOR"~~“FOR” ALL OF THE DIRECTORS NAMED BELOW.

1.ELECTION OF DIRECTORS:

☐ FOR

all nominees listed below (except as marked to the contrary below)

☐ WITHHOLD AUTHORITY

To vote for all nominees listed below

Election of the following nominees as directors: Kent B. Wilson, ~~Charles Winters, Scott Edwards,~~ Ian Kantrowitz, Gerry Garcia, Edmond Lew, Christophe Jeunot, Jonathan Withem, and Andy Call

(Instructions: To withhold authority to vote for any nominee, print that ~~nominee's~~nominee’s name in the space provided below.)

~~________________~~THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 2.

2.RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS:

FOR

AGAINST

ABSTAIN

Ratification of the appointment of RSM US LLP as the Company’s independent auditors.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE ~~"FOR"~~“FOR” PROPOSAL 2.3.

2.3.APPROVAL OF AN AMENDMENT TO THE COMPANY’S CERTIFICATE OF INCORPORATION, AS AMENDED TO DATE, TO AUTHORIZE A REVERSE STOCK SPLIT OF THE COMPANY’S CLASS A, CLASS B, AND CLASS C COMMON STOCK. ~~RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS:~~

☐

FOR

☐ o

AGAINST

☐ o

ABSTAIN

~~Ratification of the appointment of Malone Bailey LLP as the Company's independent auditors.~~______________________

THE BOARD OF DIRECTORS RECOMMENDS A VOTE ~~"FOR"~~“FOR” PROPOSAL 3.4a.

3.4a. APPROVAL OF ~~THE~~AN AMENDMENT TO THE ~~COMPANY'S~~COMPANY’S CERTIFICATE OF INCORPORATION, AS AMENDED TO DATE, TO AUTHORIZE A DECREASE THE ~~NUMBER OF~~AUTHORIZED SHARES OF ~~THE COMPANY'S~~ CLASS A ~~AND CLASS B~~ COMMON STOCK ~~AND TO INCREASE THE NUMBER OF SHARES~~ OF THE ~~COMPANY'S PREFERRED STOCK, AS SET FORTH~~COMPANY FROM 295,000,000 SHARES TO 100,000,000 SHARES, TO BE FILED IN THE ~~2017 PROXY STATEMENT.~~

DISCRETION OF THE BOARD OF DIRECTORS.

☐

FOR

☐ o

AGAINST

☐ o

ABSTAIN

THE BOARD OF DIRECTORS RECOMMENDS A VOTE ~~"FOR"~~“FOR” PROPOSAL 4.4b.

4b. APPROVAL OF AN AMENDMENT TO THE COMPANY’S CERTIFICATE OF INCORPORATION, AS AMENDED TO DATE, TO AUTHORIZE A DECREASE THE AUTHORIZED SHARES OF CLASS A COMMON STOCK OF THE COMPANY FROM 295,000,000

SHARES TO 200,000,000 SHARES, TO BE FILED IN THE DISCRETION OF THE BOARD OF DIRECTORS.

FOR

AGAINST

ABSTAIN

5. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES NAMED IN PROPOSAL, 1AND FOR PROPOSAL 2, PROPOSAL 3,3. PROPOSALS 4a AND ~~PROPOSAL 4.~~4b.

IMPORTANT – PLEASE SIGN, DATE AND RETURN PROMPTLY

~~DATED:~~

~~______________________________________, 2017~~

~~(Signature)~~


			DATED:
						, 2023

			(Signature)

			Please sign exactly as the name appears above. When shares are held by joint tenants, both should sign. When signing as an attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by the President or other authorized officer. If a partnership, please sign in the partnership name by an authorized person

PLEASE SIGN THIS CARD AND RETURN PROMPTLY. IF YOUR ADDRESS IS INCORRECTLY SHOWN, PLEASE PRINT CHANGES. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE URGED TO SIGN AND RETURN THIS PROXY, WHICH MAY BE REVOKED AT ANY TIME PRIOR TO ITS USE.



o	Fee paid previously with preliminary materials.

o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:

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

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

	o	~~Monitor the overall performance of Alpine 4 Technologies Ltd.;~~
	o	Meet with management reporting to this position on a regular basis to establish goals, objective and long-range plans for: Profit, Revenue, Expense, Capital, Sales & Marketing, and Business Development;
	o	~~Provide budgetary guidelines;~~
	o	~~Establish or approve all corporate policies, including: Operations Policy, Fiscal Policy, Sales and Marketing Policy, Compensation and Benefit Policy, Personnel Policy;~~
	o	~~Meet with Chief Financial Officer/Controller to monitor the overall financial condition of Alpine 4 Technologies Ltd.;~~
	o	~~Establish and execute plans for purchase and/or replacement of equipment and facilities to ensure continued growth; and~~
	o	~~Ensure that adequate working capital is available to operate the business.~~

-	~~Mr. Wilson's base salary during the initial 60 days of employment shall be $120,000 per year. Thereafter, his~~ annual salary will be $300,000 per year. Compensation shall be payable twice per month and the Company is entitled to deduct any applicable deductions and remittances as required by law. He is also to be provided an annual increase of 5% in base salary automatically applied at the beginning of each year. Upon the event that the Company's stock price trades above $30.00 per share, the Company will pay Mr. Wilson a $250,000 performance bonus. Additionally, the Company will issue to Mr. Wilson, 27,000,000 restricted common shares of stock.

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

Name and Address of beneficial owner (1)	Amount of beneficial ownership of Class A Common Stock		Amount of beneficial ownership of Class B Common Stock		Percentage of Class A Common Stock (2)		Percentage of Class B Common Stock		Voting Power (3)

Richard Battaglini, Former Chairman of the Board and Former President		1,303,231		0	5.71	%			3.36	%
Kent B. Wilson, Chief Executive Officer, Director⁽⁴⁾		2,401,689		1,000,000	10.52	%	62.5	%	31.94	%
Scott Edwards, Director ⁽⁵⁾		252,000		200,000	1.10	%	12.50	%	5.80	%
Charles Winters, Director ⁽⁶⁾		709,800		200,000	3.11	%	12.5	%	6.98	%
Ian Kantrowitz, Director ⁽⁷⁾		847,371		200,000	3.71	%	12.50	%	7.33	%
David Schmitt, Chief Financial Officer		81,000		0	0.35	%	0	%	0.21	%
All Officers and Directors As a Group (5 persons)		4,291,860		1,600,000	18.80	%	100.00	%	52.26	%

~~(1)~~	~~Except as otherwise indicated, the address of the stockholder is: Alpine 4 Technologies Ltd., 4742 N. 24th Street, Suite 300, Phoenix AZ 85016.~~
~~(2)~~	~~The percentages listed in the table are based on~~ ~~22,828,194~~ ~~shares of Alpine 4 Class A common stock outstanding as of October 2, 2017.~~
~~(3)~~	The Voting Power column includes the effect of shares of Class B common stock held by the named individuals, as indicated in the footnotes below. Each share of Class B common stock has 10 votes. The total voting power for each person is also explained in the footnotes below.
~~(4)~~	Mr. Wilson owned as of the Record Date 2,401,689 shares of Class A common stock, and 1,000,000 shares of Class B common stock, which represents an aggregate of 12,401,689 votes, or approximately 31.98% of the voting power.
~~(5)~~	Mr. Edwards owned as of the Record Date 252,000 shares of Class A Common Stock. Additionally, Mr. Edwards owned 200,000 shares of Alpine 4 Class B Common Stock which together with the Class A Common Stock will represent an aggregate of 2,252,200 votes, or approximately 5.81% of the voting power.
~~(6)~~	Mr. Winters owned as of the Record Date 709,800 shares of Class A Common Stock. Additionally, Mr. Winters owns 200,000 shares of Alpine 4 Class B Common Stock which together with the Class A Common Stock will represent an aggregate of 2,709,800 votes, or approximately 6.99% of the voting power.
~~(7)~~	Mr. Kantrowitz owned as of the Record Date 847,371 shares of Class A Common Stock. Additionally, Mr. Kantrowitz owned 200,000 shares of Alpine 4 Class B Common Stock which together with the Class A Common Stock will represent an aggregate of 2,521,094 votes, or approximately 6.50% of the voting power.
~~(8)~~	Mr. Schmittt owned as of the Record Date 81,000 shares of Class A Common Stock. Additionally, Mr. Schmitt owned 0 shares of Alpine 4 Class B Common Stock which together with the Class A Common Stock will represent an aggregate of 81,000 votes, or approximately .21% of the voting power.

☐
	o	Preliminary Proxy Statement
☐	o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	x	Definitive Proxy Statement
☐	o	Definitive Additional Materials
☐	o	Soliciting Material under Rule 14a-12


x	No fee required
o	Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11
	(1)	Title of each class of securities to which transaction applies:


			(2)			Aggregate number of securities to which transaction applies:


			(3)			Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

1.	To elect four Directors: Kent B. Wilson, Scott Edwards, Charles Winters, and Ian Kantrowitz, each to serve until the next annual meeting of the shareholders or until a successor has been elected and qualified;

2.	~~To ratify the appointment of Malone Bailey LLP to serve as our independent registered public accountants for the fiscal year ending December 31, 2017;~~

3.	To approve an amendment (the "Amendment") to the Company's Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation"), to reduce the number of shares of the Company's Class A Common Stock authorized from 500,000,000 shares to 100,000,000 shares; to reduce the number of shares of the Company's Class B Common Stock authorized from 100,000,000 shares to 5,000,000 shares; and to increase the number of shares of Preferred Stock from 5,000,000 to 10,000,000 shares; and

4.	4. Contingent on the shareholders’ approval of the Reverse Split Amendment proposal, to approve two alternative amendments to our Amended and Restated Certificate of Incorporation to reduce the number of shares of Class A Common Stock we are authorized to issue from 295,000,000 to either 100,000,000 or 200,000,000 shares, respectively, with each proposed amendment to be voted on separately; if the shareholders approve each alternative amendment, the Board of Directors may choose to implement one of the approved reductions or abandon the reductions in its discretion; and 5. To transact such other business as may properly come before ~~the Annual Meeting, or any postponement(s) or adjournment(s) thereof.~~


Name	Age	Officer/Position
Kent B. Wilson	4550	President, Chief Executive Officer
~~David Schmitt~~Jeffrey Hail	3960	Chief Operating Officer
Larry Zic	60	Chief Financial Officer

Name and principal position	Year	Salary		Bonus		Stock awards		Option awards		Nonequity incentive plan compensation		Nonqualified deferred compensation earnings		All other compensation		Total
		($)		($)		($)		($)		($)		($)		($)		($)
(a)	(b)	(c)		(d)		(e)		(f)		(g)		(h)		(i)		(j)
Kent Wilson, Chief Executive Officer (Principal Executive Officer)	2015	$	15,000		0	$	5,000,000		0		0		0	$	12,000	$	5,027,000
	2016		120,000		0	$	0		0		0		0	$	7,000	$	127,000
David Schmitt, Chief Financial Officer	2016	$	31,538	$	0	$	680,000		0		0		0	$	0	$	711,538
Terry Protto, VP of Portfolio Management	2016	$	93,281	$	0	$	425,000		0		0		0	$	29,960	$	548,241

1.	As noted above, Mr. Wilson's base salary $200,000 per year. Compensation shall be payable twice per month and the Company is entitled to deduct any applicable deductions and remittances as required by law. Mr. Wilson has elected to temporarily reduce his salary from the Company to $120,000 during 2016 and to $78,000 during 2017.
2.	~~In the event that the Company's stock price trades above $30.00 per share, the Company will pay Mr. Wilson a $250,000 performance bonus.~~
3.	~~Mr. Wilson is entitled to a company vehicle or a $1,500 per month car allowance. Mr. Wilson elected not to take this car allowance from November 2016 to November 2017.~~
4.	~~Mr. Schmitt's base salary is $150,000 per year. Mr. Schmitt elected to temporarily reduce his salary from the Company to $36,000 during 2016 and 2017.~~
5.	~~Mr. Protto's base salary is $120,00 per year. Mr. Protto elected to temporarily reduce his salary from the Company to $85,000 starting in September 2017.~~

-	~~22,828,194 shares of Alpine 4 Class A common stock outstanding as of October 2, 2017; and~~

-	~~1,600,000 shares of Alpine 4 Class B common stock outstanding as of October 2, 2017.~~

Name and Principal Position	Number of Late Reports	Transactions not Reported in Timely Manner	Known Failures to File a Required Form
Kent Wilson, CEO, CFO, Director	0	0	None
Charles Winters, Director	1	2	None
Scott Edwards, Director	1	1	None
Ian Kantrowitz, Director	0	0	None
David Schmitt, CFO	0	1	None


			(4)			Proposed maximum aggregate value of transaction:


			(2)			Form, Schedule or Registration Statement No.:


			(4)			Date Filed: