TERMINATION OF INDEMNIFICATION ESCROW AGREEMENT
THIS TERMINATION OF INDEMNIFICATION ESCROW AGREEMENT ("Termination
Agreement") dated August 1, 2005, is by and among MICROFIELD GROUP, INC., an
Oregon corporation ("Microfield"), XXXXXXXXXXX GROUP LLC, an Oregon limited
liability company ("Xxxxxxxxxxx"), and XXXX X. XXXXXXXXX ("Xxxxxxxxx")
(collectively, the "Parties").
RECITALS
WHEREAS, the Parties are subject to an Indemnification Escrow Agreement
dated September 11, 2003 (the "Escrow Agreement"), under which 500,000 shares of
Microfield common stock are being held in escrow (the "Escrow Shares");
WHEREAS, JMW Capital Partners, Inc., an Oregon corporation ("JMW") (now
known as Aequitas Capital Management, Inc.), Xxxxxxxxxxx, Microfield, and
Xxxxxxxxx are parties to that certain Stock Sale & Settlement Agreement dated
May 10, 2005 (the "Settlement Agreement"), a copy of which is attached as
Exhibit A, in which, among other things, the parties agreed that JMW,
Xxxxxxxxxxx, and Microfield would jointly and severally purchase the 203,008
Escrow Shares placed in escrow by Xxxxxxxxx (the "Purchase Shares"); and
WHEREAS, Xxxxxxxxx has received the purchase price for the Purchased
Shares and the parties, therefore, wish to terminate the Escrow Agreement and
distribute the Escrow Shares as set forth herein;
NOW, THEREFORE, it is agreed by and among the parties hereto as
follows:
SECTION 1. RELEASE AND DISTRIBUTION OF PURCHASED SHARES
Pursuant to Section 4.4 of the Escrow Agreement, which provides that
the Escrow Agent is authorized to release a stated number of Escrow Shares
pursuant to written instructions executed pursuant to a settlement agreement,
the Escrow Agent is hereby instructed to release and distribute the Purchased
Shares as follows:
102,205 of the shares to Microfield
58,801 of the shares to JMW
42,002 of the shares to Xxxxxxxxxxx
SECTION 2. RELEASE AND DISTRIBUTION OF ESCROW SHARES AND
TERMINATION OF ESCROW
Upon distribution of the Purchased Shares, the Escrow Agent is hereby
notified that pursuant to Section 2.3 of the Escrow Agreement, the Final Release
Date is the date first listed above, and the Escrow Agent is therefore
instructed to release and distribute the remaining Escrow Shares as follows:
46,992 shares to TSI Telecommunication Services, Inc.
250,000 shares to Xxxxxxxxxxx
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Upon distribution of the remaining Escrow Shares as provided above, the
Escrow Agent is hereby notified that the Escrow Agreement is terminated.
SECTION 3. TITLES AND SECTION HEADINGS
Titles of sections and subsections contained in this Termination
Agreement are inserted for convenience of reference only, and neither form a
part of this Termination Agreement nor are to be used in its construction or
interpretation.
SECTION 4. COUNTERPARTS
This Termination Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.
SECTION 5. NON WAIVER
No waiver by any party of any breach of any term or condition of this
Termination Agreement shall operate as a waiver of any other breach of such term
or condition or of any term or condition. No failure to enforce such provision
shall operate as a waiver of such provision or of any other provision hereof, or
constitute or be deemed a waiver or release of any other party for anything
arising out of, connected with, or based upon this Termination Agreement.
SECTION 6. BINDING EFFECT
This Termination Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective transferees, successors, and
assigns. The parties recognize and acknowledge that the powers and authority
granted to Escrow Agent herein are each irrevocable and coupled with an
interest.
SECTION 7. GOVERNING LAW
This Termination Agreement has been made entirely within the state of
Oregon. This Termination Agreement shall be governed by and construed in
accordance with the laws of the state of Oregon. If any suit or action is filed
by any party to enforce this Termination Agreement or otherwise with respect to
the subject matter hereof, jurisdiction and venue shall be in the Multnomah
County, Oregon Circuit Court.
SECTION 8. TIME OF ESSENCE
Time is of the essence of this Termination Agreement.
SECTION 9. ENTIRE AGREEMENT; MODIFICATION
This Termination Agreement supersedes all prior agreements and
constitutes the entire agreement with respect to the subject matter hereof. It
may not be altered or modified without the written consent of all parties.
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IN WITNESS WHEREOF, each of the parties hereto has caused this
Termination Agreement to be executed on its behalf by its duly authorized
officers, all as of the day and year first above written.
MICROFIELD GROUP, INC. XXXXXXXXXXX GROUP, LLC
By: AEQUITAS CAPITAL
By: /s/ A. XXXX XXXXXX MANAGEMENT, INC., Manager
----------------------------
A. Xxxx Xxxxxx, President
XXXX X. XXXXXXXXX By: /s/ XXXXXX XXXXXXX
------------------------------------
Xxxxxx Xxxxxxx, President
By: /s/ XXXX X. XXXXXXXXX
----------------------------
Xxxx X. Xxxxxxxxx
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