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On March 15, 2016, Alpine 4 Technologies Ltd. ("Alpine 4") entered into a Stock Purchase Agreement (the "QCA SPA") with Quality Circuit Assembly, Inc., a California company and their two shareholders, Jeffrey Moss and Dwight Hargreaves. (collectively, the "QCA Sellers").

Since 1988, Quality Circuit Assembly has been providing electronic contract manufacturing solutions delivered to its customers via strategic business partnerships. This relationship is core to the outsourcing process, and once established, drives efficiency, cost savings and continuous process improvement. Their abilities encompass a wide variety of skills, beginning with your prototypes and culminating in the ongoing manufacturing of a complete product or assembly. Turnkey solutions are tailored around each customer's specific requirements.

Pursuant to the QCA SPA Alpine 4, Quality Circuit Assembly, and the QCA Sellers agreed on the terms pursuant to which Alpine 4 would purchase from the QCA Sellers all of the outstanding shares of common stock of both Quality Circuit Assembly entities (the "Quality Circuit Assembly Shares"). The purchase price to be paid by Alpine 4 for the Interests consists of cash, and a convertible promissory note.   The "Cash Consideration" to be paid is the aggregate amount of $1,650,000, with $1,350,000 being paid to each Seller.  The "Promissory Note Consideration" will consist of a secured promissory note (the "Quality Circuit Assembly Note") in the amount of $2,000,000, secured by a subordinated security interest in the assets of the Quality Circuit Assembly entities.  Additionally, the Sellers will have the opportunity to convert this promissory note a conversion price of $1 per share after 12 months.  The Quality Circuit Assembly Note will bear interest at 5%, and will be payable in full on the 36-month anniversary of the closing date of the transaction.

Alpine 4 has also agreed to hire Mr. Terry Protto as the QCA Division President:  Mr. Protto is Sr. Executive and Entrepreneur with more than thirty years of senior executive management experience in industrial services companies in the US.  Mr. Protto is a University graduate in Business and Law.  Former Field grade US Army officer, ROTC scholarship.  Entrepreneur and small business owner.  He is a Strategic planner and a highly effective Tactician.  She has a strong goal orientation, using metrics, departmental dashboards and industry benchmarking.

Special interest and skills; practical business owner in the People's Republic of China, Taiwan and Hong Kong. He speaks functional Mandarin, Spanish and Italian.

In the Agreement, Mr. Moss and  Dwight Hargreaves acknowledged and agreed that his entry into a consulting agreement with Alpine 4 was an integral part of the transaction contemplated by the Agreement. As such, Mr. Moss and  Dwight Hargreaves agreed to enter into a consulting agreement with Alpine 4 and Quality Circuit Assembly, and continue to work with Quality Circuit Assembly for a period of time agreed upon by Alpine 4 and Mr. Moss and  Dwight Hargreaves.  The QCA Sellers, Quality Circuit Assembly, and Alpine 4 anticipate that they will complete the negotiation of the terms of the consulting agreements before the Closing Date.

Also pursuant to the QCA SPA, Alpine 4, Quality Circuit Assembly, and the QCA Sellers all acknowledged and agreed that between the execution of the Agreement and the date of the closing of the purchase of the Interests (the "Closing Date"), the QCA Sellers and Quality Circuit Assembly would continue to provide information to Alpine 4. Additionally, Alpine 4, Quality Circuit Assembly, and the QCA Sellers acknowledged and agreed that Alpine 4 has the right to terminate the Agreement in the event that information provided by the QCA Sellers or Quality Circuit Assembly to Alpine 4 differs materially from that information provided prior to the execution of the Agreement.

The QCA SPA includes certain conditions to the closing of the transaction, including certain working capital requirements, limits on accounts payable, requirements for accounts receivable, and payment of taxes.  The QCA SPA also includes certain post-closing covenants relating to the transition period, confidentiality, and the entry into the consulting agreement by Mr. Moss and  Dwight Hargreaves

Quality Circuit Assembly will provide information to Alpine 4, including financial statements, prior to the Closing Date, and the parties will continue to negotiate other agreements, including the consulting agreements, as necessary.  Once Alpine 4 has closed the purchase of the Quality Circuit Assembly Shares, Alpine 4 will provide additional disclosures relating to Quality Circuit Assembly and the QCA Sellers, including required financial statements, as required by the rules of the Commission.

The foregoing summary of the terms and conditions of the QCA SPA does not purport to be complete, and is qualified in its entirety by reference to the full text of the Quality Circuit Assembly  SPA attached as an exhibit hereto.

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