MICROFIELD GROUP, INC.
SUBSCRIPTION AGREEMENT
Energy Fund III, LLC (the "Subscriber") acknowledges receipt
of an informational binder titled "Microfield Group, Inc. Investment Memorandum"
(the "Information Memorandum") concerning the offering by MICROFIELD GROUP,
INC., an Oregon corporation (the "Company"), of shares of Common Stock (each, a
"Share" and collectively, "Shares") in the Company. Subscriber hereby offers to
purchase 878,571 Shares at a purchase price of $0.70 per Share upon the terms
and conditions set forth in this Subscription Agreement.
1. REPRESENTATIONS AND WARRANTIES OF SUBSCRIBER. Subscriber
represents, warrants and acknowledges to the Company as follows:
1.1 Subscriber has had an opportunity to fully review (a)
the Information Memorandum dated June, 2005, and all exhibits and documents
referenced therein; (b) any and all public filings of the Company; and (c) the
Eighth Restated Articles of Incorporation which outline the rights associated
with the Common Shares.
1.2 Subscriber has had an opportunity to ask questions of
and receive answers from authorized representatives of Microfield concerning the
Company and the offering and to examine all documents and information which
Subscriber has requested.
1.3 Subscriber understands that no person has been
authorized to give any information or to make any representations which were not
contained in the Information Memorandum or furnished by duly authorized
representatives of the Company and that Subscriber has not relied on any other
representations or information. In making its decision to purchase Shares,
Subscriber has relied solely on the information contained in the Information
Memorandum and as supplied by duly authorized representatives of the Company.
Subscriber understands that this investment involves substantial financial and
other risks.
1.4 The Shares have not been registered under the
Securities Act of 1933, as amended (the "Act") or applicable state securities
laws, and must be held indefinitely unless subsequently registered under the Act
and applicable state securities laws, or unless exemptions from such
registration are available. The Company is the only entity which may register
the Shares, and though it is currently contemplating doing so, this is no
guaranty of registration. The Company has not made any representations,
warranties or covenants regarding the registration of the Shares, or compliance
with one or more exemptions under the Act or state securities laws other than as
may have been agreed to in writing between the Company and Subscriber.
Subscriber is aware that Subscriber cannot assign or transfer any interest in
the Shares except in compliance with applicable securities laws and the terms of
the Operating Agreement.
1.5 Subscriber understands that an investment in the
Company is extremely risky and Subscriber has read and understands the risk
factors outlined in the Information Memorandum.
1.6 Subscriber has sufficient knowledge and experience in
financial, and business matters to make an informed investment decision based
upon the information set forth
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in the Information Memorandum and any additional information Subscriber may have
requested and received from the Company.
1.7 Subscriber can bear the economic risk of loss of
Subscriber's entire investment. Subscriber intends to purchase the Shares for
Subscriber's own account and not, in whole or in part, for the account of any
other person. Subscriber is purchasing the Shares for long-term investment and
not with a view to resale or distribution.
1.8 The Company is relying upon the representations made
by Subscriber in this Subscription Agreement.
1.9 No assurances have been made that any particular tax
treatment will be afforded with respect to the purchase of the Shares, or that
existing tax laws and regulations will not be modified in the future, any of
which circumstances could result in denial to Subscriber of all or a portion of
the tax benefits which may be currently available under existing tax laws and
regulations.
1.10 Subscriber has had an opportunity to engage a
representative to assist Subscriber in evaluating the offering. If engaged, the
representative has had an opportunity to fully review the Information
Memorandum, request additional information, and ask questions and receive
answers concerning the offering.
2. STATUS AS ACCREDITED SUBSCRIBER. Subscriber is an "accredited
investor" within the meaning of Regulation D under the Securities Act of 1933 by
reason of one of the following (please check all applicable items):
___ Subscriber is an individual who has a personal net
worth in excess of $1 million (this may include assets of Subscriber's spouse).
___ Subscriber is an individual who had an income in
excess of $200,000.00 per year for the prior two years (or $300,000.00 if income
of Subscriber's spouse is included) and reasonably expects income of a similar
amount for the current year.
___ Subscriber is a corporation or a partnership, not
formed for the specific purpose of investing in the Company, with total assets
in excess of $5,000,000.00.
_X_ Subscriber is a corporation, a partnership, or other
entity (other than a trust) in which all of the equity owners are accredited
investors (within one or more of the preceding categories).
___ Subscriber is a trust, not formed for the specific
purpose of investing in the Company, with total assets in excess of
$5,000,000.00 and whose investment in the Company is directed by a sophisticated
person (within the meaning of Section 230.506(b)(2)(ii) of Regulation D as
promulgated by the United States Securities and Exchange Commission pursuant to
powers granted by the Securities Act).
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3. PAYMENT. Subscriber will pay the purchase price for 878,571
Shares ($615,000) by cashier's check or by wire transfer (to an account
designated by Company) within 24 hours after execution of this Subscription
Agreement.
4. INDEMNIFICATION. Subscriber understands the meaning and legal
consequences of the representations, warranties and acknowledgements set forth
in this Agreement and that the Company has relied and will rely upon such
representations, warranties and acknowledgements. Subscriber will indemnify and
hold harmless the Company and each of its managers and members, and their
respective officers, directors, controlling persons, agents and employees, from
and against any and all loss, claim, damage, liability or expense, and any
action in respect thereof to which any such person may become subject, due to or
arising out of a breach of any such representation, warranty or acknowledgements
of Subscriber, together with all reasonable costs and expenses (including
attorneys' fees) incurred by any such person in connection with any action,
suit, proceeding, demand, assessment or judgment incident to any of the matters
so indemnified against. Notwithstanding the foregoing, no representation or
agreement made by Subscriber will in any manner be deemed to constitute a waiver
if such representation, warranty, acknowledgment or agreement would be void or
unenforceable under federal or state securities laws.
5. SURVIVAL OF REPRESENTATIONS. The representations, warranties
and acknowledgements of Subscriber in this Agreement, including the
indemnifications set forth in Section 4, will survive the closing of the
purchase of the Shares.
6. MISCELLANEOUS.
6.1 This Subscription Agreement will become binding upon
Subscriber and the Company when accepted by an authorized representative of the
Company.
6.2 Subscriber agrees not to transfer or assign this
Agreement, and acknowledges that the transfer or assignment of the Shares is
severally restricted under securities laws and the Company's Operating
Agreement.
6.3 Subscriber cannot cancel, terminate or revoke this
Agreement. This Agreement will survive the death or legal disability of the
Subscriber and will be binding upon the Subscriber's heirs, executors,
administrators, successors and assigns.
6.4 This Agreement constitutes the entire agreement
between the parties hereto with respect to the Share and the offering and may be
amended only by a writing executed by Subscriber and Company.
6.5 This Agreement will be interpreted in accordance with
the laws of the State of Oregon. Venue for any litigation between Subscriber and
the Company will be in the courts in Multnomah County, Oregon.
(Remainder of Page Intentionally Left Blank)
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PDX/112816/141153/DLH/1398054.1
MICROFIELD GROUP, INC.
SIGNATURE PAGE
(FOR INDIVIDUALS)
The Subscriber desiring to become a shareholder of Microfield Group,
Inc. (the "COMPANY"), by executing this Signature Page, hereby executes, adopts
and agrees to all the terms, conditions and representations set forth in the
Subscriber's Subscription Agreement.
NUMBER OF SHARES SUBSCRIBED: _______________________
TOTAL PURCHASE PRICE: $_____________ (at $0.70 per Share)
DATE: ____________________, 2005
IF PURCHASER IS AN INDIVIDUAL, SIGN BELOW:
_________________________ _______________________ ________________________
Signature Print Name Social Security Number
IF TWO INDIVIDUALS ARE PURCHASING JOINTLY, SIGN BELOW:
_________________________ _______________________ ________________________
Signature Print Name Social Security Number
_________________________ _______________________ ________________________
Signature Print Name Social Security Number
ACCEPTED ON THIS ____ DAY OF __________________, 2005:
MICROFIELD GROUP, INC., an Oregon corporation
By: /s/ ▇. ▇▇▇▇ ▇▇▇▇▇▇
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▇. ▇▇▇▇ ▇▇▇▇▇▇, President
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MICROFIELD GROUP, INC.
SIGNATURE PAGE
(FOR ENTITIES)
The Subscriber, desiring to become a shareholder of Microfield Group,
Inc. (the "Company"), by executing this Signature Page, hereby executes, adopts
and agrees to all the terms, conditions and representations set forth in the
Subscriber's Subscription Agreement.
NUMBER OF SHARES SUBSCRIBED: 878,571
TOTAL PURCHASE PRICE: $615,000 (at $0.70 per Share)
DATE: October 6, 2005
IF PURCHASER IS AN ENTITY, AN AUTHORIZED INDIVIDUAL SIGNS BELOW:
Energy Fund III, LLC Limited liability company ▇▇-▇▇▇▇▇▇▇
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Print Name of Entity Type of Entity Tax Identification No.
Aequitas Capital Management, Inc., Manager
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Signature Print Name Title or Capacity
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ CEO
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Signature Print Name Title or Capacity
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Signature Print Name Title or Capacity
ACCEPTED ON THIS 13 DAY OF OCTOBER, 2005:
MICROFIELD GROUP, INC., an Oregon corporation
By: /s/ ▇. ▇▇▇▇ ▇▇▇▇▇▇
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▇. ▇▇▇▇ ▇▇▇▇▇▇, President
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SHAREHOLDER INFORMATION PAGE FOR
MICROFIELD GROUP, INC.
Name of Shareholder: Energy Fund III, LLC
If jointly with another person
indicate Joint Name:
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Number of Shares: 878,571
Purchase Price $615,000
Address: ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ 560
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Portland, OR 97205
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(Mailing) (Residence)
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
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Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
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Email Address: ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇
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Tax ID No.: ▇▇-▇▇▇▇▇▇▇
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Name of Trustee:*
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Name of Plan Sponsor:*
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* If applicable.
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