MEMBERSHIP INTEREST PURCHASE AGREEMENT
by and among
A4 Technologies, Inc.,
Alpine 4 Holdings, Inc.,
DTI Services Limited Liability Company
(doing business as RCA Commercial Electronics),
Direct Tech Sales LLC
(Also with an assumed name of RCA Commercial Electronics),
PMI Group, LLC,
Continu.Us, LLC,
Solas Ray, LLC,
and
Andrew Spence
Dated as of December 9, 2021
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TABLE OF CONTENTS
Section 1.06 Intentionally Deleted.6
Disclosure Schedule
Exhibits
A.Promissory Notes and Corporate Guarantee
B.Warrants
C.Combined Balance Sheet of Companies as of October 31st, 2021
D.Employment Agreement
a.Kirby Goedde
b.Andrew Spence
E.1. Certificate of Formation
i.DTI
ii.Direct Tech
iii.PMI
iv.Continu.Us
v.Solas
2. Operating Agreements
i.DTI
ii.Direct Tech
iii.PMI
iv.Continu.Us
v.Solas
F.Assignment and Assumption Agreements
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MEMBERSHIP INTEREST PURCHASE AGREEMENT
This Membership Interest Purchase Agreement (this “Agreement”) is entered into as of December 9, 2021 (the “Effective Date”) by and among A4 Technologies, Inc., a Delaware corporation (the “Buyer”) and wholly owned subsidiary of Alpine 4 Holdings, Inc., a Delaware corporation (“Parent”), DTI Services Limited Liability Company (doing business as RCA Commercial Electronics), an Indiana limited liability company (“DTI”), Direct Tech Sales LLC, (also having an assumed business name of RCA Commercial Electronics), an Indiana limited liability company (“Direct Tech”), PMI Group, LLC, an Indiana limited liability company (“PMI”), Continu.Us, LLC, an Indiana limited liability company (“Continu.Us”), Solas Ray, LLC, an Indiana limited liability company (“Solas”), Kirby Goedde, an individual (“Goedde”), and Andrew Spence, an individual (“Spence” and with Goedde, each a “Seller” and collectively, the “Sellers”). DTI, Direct Tech, PMI, Continu.Us, and Solas are each a “Company” and collectively, the “Companies”, and also herein referred to collectively as “RCA”. The Buyer, Parent, the Company, DTI, Direct Tech, Continu.Us, Solas, and each of the Sellers may each be referred to herein as a “Party” and collectively as the “Parties.”
RECITALS
A.Sellers collectively own 100% of the outstanding membership interests (collectively, the "Membership Interests") in DTI, Direct Tech, PMI, Continu.Us, and Solas, in the percentages set forth below.
B.Sellers wish to sell to Buyer, and Buyer wishes to purchase from Sellers, the Membership Interest, subject to the terms and conditions set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:
PURCHASE AND SALE
Section 1.01Ownership; Purchase and Sale.
(a)The Sellers own the following percentages of the membership interests of DTI, Direct Tech, PMI, Continu.Us, and Solas:
| Goedde | Spence |
DTI | 90% | 10% |
Direct Tech | 90% | 10% |
PMI | 90% | 10% |
Continu.Us | 90% | 10% |
Solas | 90% | 10% |
(b)Subject to the terms and conditions set forth herein, at the Closing (as defined in Section 1.03), Sellers shall sell to Buyer, and Buyer shall purchase from Sellers, all of Sellers’ right, title, and interest in and to the Membership Interests, free and clear of any mortgage,
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pledge, lien, charge, security interest, claim, or other encumbrance ("Encumbrance"), for the consideration specified in Section 1.02. For purposes of this Agreement, all of the Sellers’ right, title, and interest in and to the Membership Interest shall include, but is not limited to: (a) each Seller's capital account in each of DTI, Direct Tech, PMI, Continu.Us, and Solas; (b) each Seller's right to share in the profits and losses of each of DTI, Direct Tech, PMI, Continu.Us, and Solas; (c) each Seller's right to receive distributions from each of DTI, Direct Tech, PMI, Continu.Us, and Solas; and (d) the exercise of all member rights, including the voting rights attributable to the Membership Interests.
(a)Cash Payment. The Buyer shall pay Fourteen Million Dollars ($14,000,000) as the “Cash Payment” to the Sellers in cash, by wire transfer of immediately available funds in accordance with the wire transfer instructions set forth in Section 1.02 of the Disclosure Schedules as follows: Kirby Goedde - $12,600,000; and Andrew Spence - $1,400,000. The term "Disclosure Schedules" means the Disclosure Schedules delivered by Seller and Company concurrently with the execution, closing, and delivery of this Agreement.
(b)Note Payment. In addition to the Cash Payment, the Buyer will make and issue to the Sellers promissory notes (the “Notes”) in the principal amount of $1,800,000 for Kirby Goedde and $200,000 for Andrew Spence, with interest accruing at 3.75%, with a 10-year amortization and each with a three year balloon payment of remaining principal. The Notes shall be secured by Parent’s corporate guaranty (the “Guaranty”). The Notes and Guaranty shall be materially similar to that in Exhibit A.
(c)Stock Payment. In addition to the Cash Payment and the Note, the Parent will issue to the Sellers, as the “Stock Payment,” shares of the Parent’s Class A common stock, par value $0.0001 per share (the “Common Stock”) equal to $4,000,000, to be valued per share at the Variable Weighted Average Price averaged over the three Trading Days prior to the Closing Date. (“Trading Days” shall mean any day on which the Common Stock is traded on the Nasdaq exchange.) The shares of Common Stock will be issued to the Sellers as follows: Kirby Goedde - 90% of the total number of shares of Common Stock; and Andrew Spence - 10% of the total number of shares of Common Stock. The Common Stock will be restricted stock subject to a rule 144 restriction against sale for 6 months, and sales of the shares of Common Stock by each Seller after the 6 months restriction will be limited to 25% of the number of shares of Common Stock every 90 days.
(d)Warrant Payment. In addition to the Cash Payment, the Notes, and the Stock Payment, the Parent will issue to the Sellers time-restricted warrants (“Warrants”) entitling the Sellers to purchase from Parent its Common Stock equal to $1,000,000 in shares (“Warrant Payment”) to be valued per share at the Variable Weighted Average Price averaged over the three Trading Days prior to the Closing Date. The Warrant Payment will be issued to the Sellers as follows: Kirby Goedde: 90% of the total Warrant Payment, and Andrew Spence: 10% of the total Warrant Payment. The Warrants shall be materially similar to that in Exhibit B.
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consummation of the transactions contemplated by this Agreement shall be deemed to occur at 12:01 a.m. Eastern Daylight Time on the Closing Date.
Section 1.05Additional Agreements. The Parties agree to the following additional terms:
(a)Working Capital and No Material Adverse Change. The Parties understand and agree that this Agreement represents a purchase of the Membership Interests in DTI, Direct Tech, PMI, Continu.Us, and Solas by the Buyer, and that all assets of each of DTI, Direct Tech, PMI, Continu.Us, and Solas, including accounts receivables which are not specifically excluded herein, inventory, and work in progress shall be sold in the sale. Additionally, the Parties understand and agree that no other material adverse change to RCA’s working capital (consisting of AR-AP + inventory + WIP -Inventory loan) as of the balance sheet date of October 31, 2021 which is attached hereto as Exhibit C. The Sellers also agree that as of the Closing Date, the Company’s operating bank account shall be transferred to Buyer. It is understood by Buyer that the Company’s bank account sweeps at the end of business each business day to pay the line of credit with BMO. Therefore, the bank account effectively has no funds at close of business each day.
(b)Employment Agreement. Concurrently with the execution of this Agreement, and as a material inducement for the Parties to enter into this Agreement and consummate the purchase of Sellers’ membership interest, Goedde and Spence shall enter into the employment agreements materially similar to those in Exhibits D-1 and D-2 respectively (“Employment Agreements”), which shall become effective as of the Closing Date.
(c)Asset and Liability Identification. The Parties understand and agree that all working capital (consisting of AR – AP + inventory + WIP - Inventory loan) as of October 31, 2021, and that, except as provided herein, all assets of each of DTI, Direct Tech, PMI, Continu.Us, and Solas at closing shall remain with DTI, Direct Tech, PMI, Continu.Us, and Solas, respectively, the ownership of each of which is being acquired by the Buyer pursuant to this Agreement, and that all long-term liabilities which are included in the balance sheet (other than deferred rent) of each of DTI, Direct Tech, PMI, Continu.Us, and Solas will be paid off on or prior to the Closing Date. The Parties acknowledge and agree the inventory loan with BMO Harris shall remain with RCA. The Parties agree that all tangible personal property of Goedde and Spence residing at RCA’s offices shall be retained by them, and that such Sellers will submit to the Buyer in advance of the Closing a list of all such personal property that such Sellers will retain.
(d)Non-Compete. The Parties understand and agree that the purchase of the Membership Interests by the Buyer contemplates and is subject to each of the Sellers agreeing not to compete in the industries served by any of DTI, Direct Tech, PMI, Continu.Us, or Solas for a period of five (5) years after the closing of the purchase of the Membership Interests. The Parties
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further acknowledge and agree that if the Buyer defaults in its obligations under this Agreement and/or any agreement entered into as part of the transaction herein, and such default is not remedied within ninety (90) days from the date of such default, then the Sellers will automatically be released from the non-compete provisions set forth in this section.
(e)Right of offset against Note for unpaid royalties. In addition to Buyer’s rights and protections under the Indemnity provisions of Section 6 below, Sellers acknowledge and agree that in the event that Technicolor, a French société anonyme, duly organized and existing under the laws of France (the "Technicolor") makes a claim of breach, non-payment, under-payment, late payment, or any other default pursuant to the RCA License Agreement (the "RCA License Agreement") by and between Technicolor and DTI (discussed in more detail in Section 2.15 below) relating to periods prior to the Closing Date, then the Buyer shall have the right to reduce the amount of the Note’s remaining principal and interest in an amount equal to the aggregate amounts claimed by Technicolor pursuant to the RCA License Agreement and to pay such amounts to Technicolor toward satisfaction of such claims. This offset is subject to the limitation if indemnification contained in Article VI herein.
(f)Condition to Obligations of Buyer to Close. The obligations of Buyer to consummate the transactions to be performed by it in connection with the Closing is, among other conditions, subject to:
(i) Company’s current CEO Jeff Kingston having entered into an employment agreement with Company that is satisfactory to Buyer, and
(ii)The members representing 100% of the membership interest in each Company have held a meeting pursuant to the terms of Section 5.2 of their Operating Agreement, and with respect to the transfer of membership interests contemplated under the Agreement, have agreed by unanimous consent as follows: (a) that all Conditions of Transfer as defined in Section 6.1.1 of their Operating Agreement have been met, (b) that the Company waives its right to exercise its Purchase Option under Section 6.1.4 of the Operating Agreement (the “Waiver”), and (c) that such Waiver and the unanimous consent of the members meets the conditions of Section 6.2 of the Operating Agreement whereby Buyer shall be admitted as an unrestricted member of Company with all the same rights and privileges accorded to its current members under the Operating Agreement
(g)Claims Against Others. Buyer shall assign at Closing all of the Companies’ claims against Chinese brokers subject to the failed PPE to Kirby and Spence.
Section 1.06Intentionally Deleted.
REPRESENTATIONS AND WARRANTIES OF SELLERS AND COMPANY
Each Seller, individually and collectively, and each of the Companies represents and warrants to Buyer that the statements contained in this ARTICLE II are true and correct as of the date hereof. All exceptions to the representations and warranties below must be disclosed in the Disclosure Schedules. For purposes of this Article II, "Sellers’ knowledge," "knowledge of a Seller," “Companies’ knowledge,”
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“knowledge of a Company” and any similar phrases shall mean the actual knowledge of such Seller or, in the case of Company, actual knowledge of an officer of Company.
Section 2.02Organization, Authority, and Qualification of the Company.
(a)DTI is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Indiana. DTI has full limited liability company power and authority to own, operate, or lease the properties and assets now owned, operated, or leased by it and to carry on its business as it has been and is currently conducted. Section 2.02 of the Disclosure Schedules sets forth each jurisdiction in which DTI is licensed or qualified to do business, and DTI is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary.
(b)Direct Tech is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Indiana. Direct Tech has full limited liability company power and authority to own, operate, or lease the properties and assets now owned, operated, or leased by it and to carry on its business as it has been and is currently conducted. Section 2.02 of the Disclosure Schedules sets forth each jurisdiction in which Direct Tech is licensed or qualified to do business, and Direct Tech is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary.
(c)PMI is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Indiana. PMI has full limited liability company power and authority to own, operate, or lease the properties and assets now owned, operated, or leased by it and to carry on its business as it has been and is currently conducted. Section 2.02 of the Disclosure Schedules sets forth each jurisdiction in which PMI is licensed or qualified to do business, and PMI is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary.
(d)Continu.Us is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Indiana. Continu.Us has full limited liability company power and authority to own, operate, or lease the properties and assets now owned, operated, or leased by it and to carry on its business as it has been and is currently conducted. Section 2.02 of the Disclosure Schedules sets forth each jurisdiction in which Continu.Us is licensed or qualified to do business, and Continu.Us is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary.
(e)Solas is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Indiana. Solas has full limited liability company power
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and authority to own, operate, or lease the properties and assets now owned, operated, or leased by it and to carry on its business as it has been and is currently conducted. Section 2.02 of the Disclosure Schedules sets forth each jurisdiction in which Solas is licensed or qualified to do business, and Solas is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary.
Section 2.05Customers and Suppliers: With respect to each of the three (3) fiscal years most recently completed prior to the date hereof, Schedule 2.05 lists the five largest (by dollar volume) Customers during each such period (showing the dollar volume for each) (the “Major Customers”). Such customers specifically exclude customers which purchased PPE per the Buyer’s request. Except as disclosed in Schedule 2.05, to the Knowledge of Company and Seller, no event has occurred and no condition or circumstance exists that would reasonably be expected to materially and adversely affect the relations of Companies with any Major Customer or any supplier. No Major Customer or supplier has notified Companies of plans to terminate or materially alter its business relations with the Business, either as a result of the transactions contemplated by this Agreement or otherwise, or to enter bankruptcy or liquidate.
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Section 2.07Fraud. To the Knowledge of the Companies and the Sellers, there are no events of fraud, whether or not material, that involve management or other employees of the Companies who have a significant role in the Companies’ financial reporting and/or relate to the Business.
Section 2.09Investment Purpose. Each Seller is acquiring the shares of the Parent’s Common Stock attributable to such Seller solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Each Seller acknowledges that the issuance of the shares of Common Stock are restricted under Rule 144, and have not been registered under the Securities Act of 1933, as amended, or registered under any state securities laws, and that the shares of Common Stock may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended, or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable, as well as other restrictions as contained herein.
Section 2.10Ownership of Membership Interest.
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Section 2.14Compliance with Laws; Permits.
Section 2.16 RCA License Agreement.
In addition to the various representations and warranties set forth above, DTI represents and warrants as follows:
(i)DTI is a party to that RCA Trademark License Agreement (the “RCA License Agreement”) by and between Technicolor, a French societe anonyme, duly organized and existing under the laws of France (the “Licensor”) and DTI, with an effective date of January 1, 2020, pursuant to which the Licensor granted to DTI certain rights to use the Trademarks (defined in the RCA License Agreement) in connection with the manufacture of the Licensed Products (defined in the RCA License Agreement) and with the further promotion, distribution, sale, supply, and offer for sale of the Licensed Products in the Territory (defined in the RCA License Agreement).
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(ii)The RCA License Agreement remains in full force and effect as of the Effective Date of this Agreement, and DTI has no knowledge of any intention of either DTI or the Licensor to terminate the RCA License Agreement.
(iii)DTI has received all necessary approvals and authorizations from the Licensor and any other necessary party relating to the change of control resulting from the purchase of the Membership Interests of DTI pursuant to this Agreement to enable the RCA License Agreement to continue in full force and effect following the Closing.
Section 2.17 No Other Representations or Warranties. Except for the representations and warranties contained in this ARTICLE II, neither Seller or Company nor any Person acting on behalf of any Seller or Company has made or makes any other express or implied representation or warranty, either written or oral, on behalf of any Seller or Company
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants to Seller that the statements contained in this ARTICLE III are true and correct as of the date hereof. For purposes of this Article III, "Buyer's knowledge," "knowledge of Buyer," and any similar phrases shall mean the actual or constructive knowledge of any director or officer of Buyer, after due inquiry.
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CLOSING DELIVERABLES
Section 4.01Seller's Deliverables. At the Closing, each Seller shall deliver to Buyer the following:
(b)Copies of the approval for the change of control for the Technicolor RCA Trademarks License Agreement, and for any other contract to which company is a party which requires counterparty approval of change in control.
Section 4.02Buyer's Deliverables. At the Closing, Buyer shall deliver the following to Sellers:
(a)The Cash Payment as set forth in Section 1.02(a).
(b)The Notes and Guarantee
(c)The Warrants.
(d)Evidence from the Parent’s transfer agent of the issuance (in book form) of the shares of Common Stock constituting the Stock Payment to the Sellers in the amounts as calculated in Section 1.02(c).
(e)The Assignment and Assumptions, executed by Buyer.
(f)Signed Employment Agreement for both Goedde and Spence.
TAX MATTERS
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Membership Interest for the taxable year of the Closing based on a closing of the Company's books as of the Closing Date.
INDEMNIFICATION
Section 6.02Indemnification by Sellers. Subject to the other terms and conditions of this ARTICLE VI, for a period of three (3) years after Closing, each Seller shall defend, indemnify, and hold harmless Buyer, its Affiliates, and their respective shareholders, directors, officers, and employees from and against:
(d)any and all liabilities, penalties, fines, obligations, judgements, claims, government action, demands, administrative proceedings, suits and other legal proceedings, together with any fees and expenses associated therewith (including, without limitation, costs of investigation, attorney’s fee, expert’s fess and expenses associated with investigation of claims, testing, assessment and remedial actions (collectively the “Claims”) relating to periods of time prior to the Closing Date and related to the payment, underpayment, or nonpayment of royalties, net profit interests, and any other burdens on or affecting the proper accounting or payment to parties for their interests therein.
(e)Any claim made by any third party against Buyer or Parent or any Company by reason of the actions of any Seller and/or any Company prior to the Closing Date.
For purposes of this Agreement, "Affiliate" of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term "control" (including the terms "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or
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otherwise. The cap for total indemnification of the Sellers to any party, collectively, is the amount of remaining unpaid principal on the Notes.
Section 6.03Indemnification by Buyer. Subject to the other terms and conditions of this ARTICLE VI, Buyer shall defend, indemnify, and hold harmless each Seller from and against all Losses arising from or relating to:
(c)Any claim made by any third party against Sellers by reason of the actions of Buyer or Parent or any Company on or after the Closing Date.
Section 6.05Payments. Once a Loss is agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to this ARTICLE VI, the Indemnifying Party shall satisfy its obligations within 30 business days of such agreement or final, non-appealable adjudication by wire transfer of immediately available funds. The parties hereto agree that should an Indemnifying Party not make full payment of any such obligations within such 30-business day period, any amount payable shall accrue interest from and including the date of agreement of the Indemnifying Party or final, non-appealable adjudication to but excluding the date such payment has been made at a rate per annum equal to 5% per annum. Such interest shall be calculated daily on the basis of a 365-day year and the actual number of days elapsed, without compounding.
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Section 6.08Cumulative Remedies. The rights and remedies provided in this ARTICLE VI are cumulative and are in addition to and not in substitution for any other rights and remedies available at law or in equity or otherwise.
MISCELLANEOUS
Section 7.01Expenses. Except as otherwise provided in Section 1.04, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.
Section 7.03Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or email of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) on the [third/[ORDINAL NUMBER]] day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 7.03):
If to Sellers: | Kirby Goedde |
| Facsimile: |
| Email: |
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with a copy to: | [GOEDDE ATTORNEY] |
(which shall not constitute notice) | Facsimile: |
Email: | |
| Attention: |
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If to Sellers: | Andrew Spence |
| Facsimile: |
| Email: |
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with a copy to: | [SPENCE ATTORNEY] |
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(which shall not constitute notice) | Facsimile: |
Email: | |
| Attention: |
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2525 E Arizona Biltmore Circle Suite 237 | |
| Phoenix, AZ 85016 |
| Facsimile: |
| Email: |
| Attention: |
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with a copy to: | Kirton McConkie, PC |
(which shall not constitute notice) | 50 East South Temple, Suite 400 |
Salt Lake City, UT 84111 | |
| Facsimile: 801-212-2187 |
| Email: plloyd@kmclaw.com |
| Attention: C. Parkinson Lloyd |
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[Signature page follows.]
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the Effective Date.
SELLERS | |
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/s/ Kirby Goedde | |
Kirby Goedde | |
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/s/ Andrew Spence | |
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DTI Services Limited Liability Company | |
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Direct Tech Sales, LLC | |
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PMI Group, LLC | |
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Continu.Us, LLC | |
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Solas Ray, LLC | |
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PARENT | |
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Alpine 4 Holdings, Inc. | |
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BUYER | |
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A4 Technologies, Inc. | |
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