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Note 8 - Agreements
9 Months Ended
Sep. 30, 2015
Notes  
Note 8 - Agreements

Note 8 – Agreements

 

Execution of Membership Interest Purchase Agreement, Future Closing of Transaction

 

As previously disclosed, on January 28, 2015, the Company entered into a Membership Interest Purchase Agreement (the “Agreement”) with Clean Choice Solar, LLC, a California limited liability company (“CCS”), and its two members, Kort Potter and Barnaby Baker (collectively, the “Sellers”). CCS works with residential customers to provide solar energy generation products.  

 

Pursuant to the Agreement, the Company, CCS, and Messrs. Potter and Baker agreed on the terms pursuant to which the Company would purchase from the Sellers all of the outstanding membership interests of CCS (the “Interests”).  The purchase price to be paid by the Company for the Interests consists of cash, securities, and certain accounts receivable.  The “Securities Consideration” will consist of 2,500,000 shares of Alpine 4 restricted common stock, with 1,250,000 shares to be issued to each Seller.  The Sellers will have the right to require the Company to redeem the shares within 14 days after the two year anniversary of the closing of the transaction, at a redemption price of $1 per share.  The “Cash Consideration” to be paid is the aggregate amount of $5,900,000, with $2,800,000 being paid to each Seller, and $300,000 deposited with CCS for use as working capital.  The “Accounts Receivable” consideration will consist of the total amount collected by CCS from accounts receivable owed to CCS as of the Closing Date (defined below), and will be paid to the Sellers on a pro rata basis. 

 

Also pursuant to the Agreement, the Company, CCS, and the 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 Sellers and CCS would continue to provide information to the Company.  

 

The foregoing summary of the terms and conditions of the Membership Interest Purchase Agreement does not purport to be complete, and is qualified in its entirety by reference to the full text of the Membership Interest Purchase Agreement filed as an exhibit to a Current Report on Form 8-K filed with the Commission on January 30, 2015.

 

The shares of Class A common and Series B preferred stock will be issued to the Paragon Sellers without registration under the 1933 Act in reliance on Section 4(a)(2) of the 1933 Act and the rules and regulations promulgated thereunder.

 

Employment Agreement – Shannon Rigney

 

On September 30, 2015, the Company entered into an employment agreement with Shannon Rigney, pursuant to which Ms. Rigney agreed to serve as the VP of acquisitions.  Her duties will include identifying, evaluating, and defining acquisition strategies; implementation of negotiation strategies; negotiate letters of intent and definitive agreements; preparation of reports, demographics, and analyses; monitoring acquisition prospects through negotiation and closing; and other related duties. Pursuant to the agreement, the Company will pay Ms. Rigney an annual salary of $70,000. Additionally, the Company issued 3,500,000 shares of Class A common stock to Ms. Rigney.  She is also entitled to reimbursement for expenses incurred in accordance with the Company’s reimbursement policies.  The agreement included non-disclosure provisions relating to the Company’s confidential information, as well as a non-compete agreement for a period of 2 years following the termination of her employment.  Pursuant to the agreement, Ms. Rigney is an at-will employee, and either party may terminate the agreement at any time.