EXHIBIT 99.2 THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. NEITHER THIS WARRANT NOR THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY BE...Microfield Group Inc • October 19th, 2005 • Computer peripheral equipment, nec • Oregon
EXHIBIT 10.15 THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. NEITHER THIS WARRANT NOR THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY BE...Microfield Graphics Inc /Or • August 17th, 2000 • Computer peripheral equipment, nec • Oregon
EXHIBIT CRegistration Rights Agreement • August 17th, 2000 • Microfield Graphics Inc /Or • Computer peripheral equipment, nec • Oregon
BETWEENCommon Stock Purchase Agreement • May 18th, 1999 • Microfield Graphics Inc /Or • Computer peripheral equipment, nec • Oregon
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 1st, 2003 • Microfield Group Inc • Computer peripheral equipment, nec • Oregon
Exhibit 2.2 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 1st, 2003 • Microfield Group Inc • Computer peripheral equipment, nec • Oregon
EXHIBIT 10.17 MICROFIELD GRAPHICS, INC. Note and Warrant Purchase AgreementNote and Warrant Purchase Agreement • August 17th, 2000 • Microfield Graphics Inc /Or • Computer peripheral equipment, nec • Oregon
LEASELease • April 17th, 2000 • Microfield Graphics Inc /Or • Computer peripheral equipment, nec
RECITALSRegistration Rights Agreement • May 19th, 1998 • Microfield Graphics Inc /Or • Computer peripheral equipment, nec • Oregon
BY AND AMONGAgreement and Plan of Merger • October 19th, 2005 • Microfield Group Inc • Computer peripheral equipment, nec • Oregon
EXHIBIT 10.24 STOCK SALE & SETTLEMENT AGREEMENT 1. PARTIES. A. Kurt A. Underwood ("Plaintiff"); B. JMW Capital Partners, Inc., an Oregon corporation (now known as Aequitas Capital Management, Inc.), Christenson Group LLC, an Oregon limited liability...Settlement Agreement • May 20th, 2005 • Microfield Group Inc • Computer peripheral equipment, nec • Oregon
RECITALSFirst Refusal Agreement • May 19th, 1998 • Microfield Graphics Inc /Or • Computer peripheral equipment, nec • Oregon
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 13th, 2008 • Microfield Group Inc • Electrical work • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 7, 2008, by and among Microfield Group, Inc., an Oregon corporation (the “Company”), and the purchasers identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 7th, 2006 • Microfield Group Inc • Electrical work • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June [ ], 2006, by and among Microfield Group, Inc., an Oregon corporation (the “Company”), and the investors signatory hereto (each a “Investor” and collectively, the “Investors”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 13th, 2008 • Microfield Group Inc • Electrical work
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 7, 2008, by and among Microfield Group, Inc., an Oregon corporation (the “Company”), and the purchasers signatory hereto (each such purchaser is a “Purchaser” and all such purchasers are, collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 7th, 2006 • Microfield Group Inc • Electrical work • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 30, 2006, among Microfield Group, Inc., an Oregon corporation (the “Company”), and the investors identified on the signature pages hereto (each, an “Investor” and collectively, the “Investors”).
FIRST AMENDMENT TO BUSINESS LOAN AGREEMENT AND CONVERTIBLE SECURED PROMISSORY NOTEBusiness Loan Agreement • March 18th, 2010 • EnergyConnect Group Inc • Electrical work
This First Amendment to Business Loan Agreement and Convertible Secured Promissory Note (this “Amendment”) is entered into and made effective December 23, 2009 (the “First Amendment Effective Date”) by and between EnergyConnect Group, Inc. (“ECGroup”), an Oregon corporation, and EnergyConnect, Inc. (“ECInc”), an Oregon corporation (each, a “Borrower” and collectively, the “Borrowers”), and Aequitas Commercial Finance, LLC, an Oregon limited liability company (“Lender”). Capitalized terms used herein and not otherwise defined shall have the meaning given thereto in the Loan Agreement (as defined below).
RECITALSIndemnification Escrow Agreement • October 1st, 2003 • Microfield Group Inc • Computer peripheral equipment, nec • Oregon
Schedule 1.1(a) - Acquired Assets Schedule 1.1(d) - Intellectual Property Schedule 1.2 - Excluded Assets Schedule 2.1 - Assumed Liabilities Schedule 3.3 - Allocation of Consideration Schedule 4.4 - Contracts Requiring Consent Schedule 4.7 - Material...Microfield Graphics Inc /Or • November 8th, 2000 • Computer peripheral equipment, nec
Exhibit A - Voting Agreement Exhibit B - Bill of Sale and Assignment Exhibit C - Consulting Agreement Exhibit D - Instrument of Assumtpion Exhibit E - Opinion of Seller's Counsel Exhibit F - Opinion of Buyer's Counsel
RECITALS --------Forbearance Agreement • April 17th, 2000 • Microfield Graphics Inc /Or • Computer peripheral equipment, nec
ContractMicrofield Group Inc • October 24th, 2005 • Computer peripheral equipment, nec • Oregon
THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. NEITHER THIS WARRANT NOR THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE APPLICABLE SECURITIES UNDER SUCH ACT OR LAWS OR AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO THE ISSUER STATING THAT SUCH REGISTRATION IS NOT REQUIRED.
FORM OF RESTRICTED STOCK UNIT AGREEMENT, DATED NOVEMBER 10, 2010, BY AND BETWEEN THE REGISTRANT ANDRestricted Stock Unit Agreement • May 13th, 2011 • EnergyConnect Group Inc • Services-computer programming, data processing, etc. • California
This Restricted Stock Unit Agreement (the “Agreement”) is made and entered into as of November 10, 2010 by and between EnergyConnect Group, Inc., an Oregon corporation (the “Company”), and [Officer] (the “Executive”). In consideration of the mutual agreements herein contained and intending to be legally bound hereby, the parties agree as follows:
RECITALSConfidentiality and Nonsolicitation Agreement • October 19th, 2005 • Microfield Group Inc • Computer peripheral equipment, nec • Oregon
EXHIBIT A THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THIS WARRANT IS BY ITS TERMS NONTRANSFERABLE AND THE COMMON STOCK ISSUABLE UPON...Microfield Graphics Inc /Or • May 19th, 1998 • Computer peripheral equipment, nec • Oregon
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 10th, 2010 • EnergyConnect Group Inc • Electrical work
This Indemnification Agreement ("Agreement") is made as of November 4, 2010, by and between Aequitas Capital Management, LLC ("Indemnitor") and EnergyConnect Group, Inc. ("Indemnitee") and shall be effective upon the election of the Nominees to the Board.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 10th, 2010 • EnergyConnect Group Inc • Electrical work • Oregon
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of November 5, 2010 (the “Effective Date”) by and among the several banks and other financial institutions or entities from time to time parties to this Agreement (each a “Lender” and collectively, the “Lenders”), SILICON VALLEY BANK, a California chartered bank, in its capacity as agent on behalf of the Lenders (the “Agent”), and ENERGYCONNECT GROUP, INC., an Oregon corporation (“EnergyConnect Group”), and ENERGYCONNECT, INC., an Oregon corporation (“EnergyConnect Inc.”; each a “Borrower” and collectively, the “Borrowers”), provides the terms on which the Lenders shall lend to Borrowers and Borrowers shall repay the Lenders. The parties agree as follows:
ENERGYCONNECT GROUP, INC. RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • May 4th, 2010 • EnergyConnect Group Inc • Electrical work • Oregon
THIS RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”), is made, effective as of the _____ day of __________, 2010 (hereinafter the “Date of Grant”), between EnergyConnect Group, Inc., an Oregon corporation, (the “Company”), and _______________ (the “Director”).
COMMON STOCK PURCHASE AGREEMENT betweenCommon Stock Purchase Agreement • May 19th, 1998 • Microfield Graphics Inc /Or • Computer peripheral equipment, nec • Oregon
BY AND AMONGIndemnification Escrow Agreement • July 26th, 2005 • Microfield Group Inc • Computer peripheral equipment, nec • Oregon
COMMON STOCK PURCHASE WARRANT To Purchase Shares of Common Stock of MICROFIELD GROUP, INC.Microfield Group Inc • May 13th, 2008 • Electrical work
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the fifth anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Microfield Group, Inc., an Oregon corporation (the “Company”), up to shares (the “Warrant Shares”) of Common Stock, no par value, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
FIRST AMENDMENT TO ACQUISITION AGREEMENTAcquisition Agreement • February 5th, 2008 • Microfield Group Inc • Electrical work
This First Amendment to Acquisition Agreement (this “Amendment”) is dated January 30, 2008, and is by and between CEI ACQUISITION, LLC, an Oregon limited liability company (“Purchaser”), and MICROFIELD GROUP, INC., an Oregon corporation (“Seller”).
AGREEMENT AND PLAN OF MERGER by and among ENERGYCONNECT GROUP, INC., JOHNSON CONTROLS HOLDING COMPANY, INC. and EUREKA, INC. Dated as of March 2, 2011Agreement and Plan of Merger • March 7th, 2011 • EnergyConnect Group Inc • Services-computer programming, data processing, etc. • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of March 2, 2011, by and among EnergyConnect Group, Inc., an Oregon corporation (the “Company”), Johnson Controls Holding Company, Inc., a Delaware corporation (“Parent”), and Eureka, Inc., an Oregon corporation and wholly owned Subsidiary of Parent (“Merger Sub” and, together with Parent, the “Buyer Parties”).
Schedule to Interim Services AgreementInterim Services Agreement • April 1st, 2011 • EnergyConnect Group Inc • Services-computer programming, data processing, etc. • California
This Schedule is entered into in connection with that certain Interim Services Agreement, dated December 2, 2010 (the “Agreement”), by and between Tatum, a division of SFN Professional Services LLC (“Tatum,” “we,” “us” or “our”) and EnergyConnect, Inc. (“Company,” “you” or “your”) and will be governed by the terms and conditions of the Agreement.
ENERGYCONNECT GROUP, INC. STOCK OPTION AGREEMENT RESTATED 2004 STOCK INCENTIVE PLAN2004 Stock Incentive Plan • May 4th, 2010 • EnergyConnect Group Inc • Electrical work • California
Pursuant to the EnergyConnect Group, Inc. Restated 2004 Stock Incentive Plan (the “Plan”), and in connection with the Optionee’s service to the Company, on <INSERT GRANT DATE> (the “Grant Date”) the Board of Directors (the “Board”) of EnergyConnect Group, Inc., an Oregon corporation (the “Company”), granted <INSERT OPTIONEE NAME> (the “Optionee”) an option to purchase Common Stock of the Company (“Common Stock”) in the amount and on the terms set out below, subject to the terms and conditions of the Plan. Unless otherwise defined in this Stock Option Agreement (the “Agreement”), the terms used in this Agreement shall have the meanings defined in the Plan. In consideration of the promises and mutual covenants herein contained, the Company and the Optionee agree as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • March 18th, 2010 • EnergyConnect Group Inc • Electrical work • Oregon
This Employment Agreement is entered into effective this 5th day of January, 2009, by and between ENERGYCONNECT GROUP, INC., an Oregon corporation (“Company”) and KEVIN R. EVANS (“Evans”).
