AGREEMENT TO SATISFY OBLIGATIONS
This AGREEMENT TO SATISFY OBLIGATIONS (this "Agreement") is entered
into effective April 2, 2004 between Xxxxxxxxxxx Velagio, Inc. ("CVI"),
Xxxxxxxxxxx Electric, Inc. ("CEI"), Xxxxxxxxxxx Leasing Company, LLC
("Leasing"), JMW Group, LLC, an Oregon limited liability company ("Group"), JW
Assurance and Holding Limited ("JW"), JMW Capital Partners, Inc. ("JMW"), R.
Xxxxxxx Xxxxxx ("Xxxxxx"), Xxxxxx X. Xxxxxx ("Xxxxxx") and Microfield Group,
Inc. ("Microfield").
RECITALS
A. Microfield's Board of Directors has restated Microfield's
articles of incorporation to provide for no par value Series 3 Preferred shares
which have an issue price of $420 per share ("Series 3 Preferred").
B. CVI currently owes the obligations set forth on Exhibit A to
CEI, Leasing, Group, JW and JMW for various contractual obligations, and
outstanding promissory notes.
C. Microfield owes Xxxxxx and Xxxxxx sums due from loans from
Xxxxxx and Xxxxxx to Microfield as detailed on Exhibit A.
D. CEI, Leasing, Group, JW, JMW, Xxxxxx and Xxxxxx are willing to
accept Series 3 Preferred shares as payment in full of each of the obligations
listed on Exhibit A.
NOW THEREFORE, for valuable consideration, the receipt and sufficiency
of which are hereby acknowledges, the parties to this Agreement agree as
follows:
AGREEMENT
1. SATISFACTION AND CANCELLATION. CEI, Leasing, Group, JW and JMW
each agree to accept Series 3 Preferred shares of Microfield in complete
satisfaction of CVI's obligations listed on Exhibit X. Xxxxxx and Xxxxxx each
agree to accept Series 3 Preferred Stock of Microfield in complete satisfaction
of Microfield's obligations to them as listed on Exhibit A.
2. ISSUANCE OF SECURITIES. CEI, Leasing, Group, JW, JMW, Xxxxxx
and Xxxxxx (collectively the "Creditors") will be issued the following number of
Series 3 Preferred shares in complete satisfaction of the obligations listed on
Exhibit A (collectively the "Obligations"):
CREDITORS: # OF SERIES 3 PREFERRED
CEI 125.636
Leasing 3,241.922
Group 20.288
JW 28.733
JMW 68.320
Xxxxxx 117.810
Xxxxxx 38.095
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All notes and instruments evidencing the Obligations will be deemed satisfied
and paid in full upon the issuance of the Series 3 Preferred shares, which shall
be effective as of April 2, 2004. Each of the creditors will deliver the
original documents evidencing these obligations to CVI or Microfield as
applicable, marked paid in full.
3. REPRESENTATIONS OF THE CREDITORS.
3.1 UNREGISTERED SHARES. Each Creditor represents that it
is acquiring the Shares for its own account for investment purposes only and not
with a view to distribution or resale and is aware that it must bear the
economic risk of this investment for an indefinite period of time because the
Shares have not been registered under the Securities Act of 1933, as amended, or
the Oregon Securities Law, and therefore, cannot be sold unless such Shares are
subsequently registered under the Act and Law or exemptions from such
registration apply. Each Creditor also acknowledges that based upon the
representations contained herein, Microfield shall consider the purchased Shares
to be exempt from registration under the Securities Act of 1933, as amended, and
the Oregon Securities Law and accordingly will not register the same with the
Securities and Exchange Commission or the Oregon Corporation Commissioner. Each
Creditor agrees not to undertake any act which would either jeopardize the
applicability of such exemptions or require the registration of such Shares at
such time without first obtaining the opinion of counsel satisfactory to
Corporation or Seller that the proposed act will not have such effect.
3.2 ACCREDITED INVESTORS. Each Creditor represents that
it is an accredited investor within the meaning of Regulation D under the
Securities Act of 1933. Each Creditor or its representative has had an
opportunity to review the financial statements and financial information of
Microfield and has had an opportunity to conduct its own independent
investigation of the merits of investing in Microfield.
3.3 SUBSCRIPTION AGREEMENT. Each Creditor will execute a
subscription agreement in the form used by Microfield to subscribe for the
number of shares listed next to its name in Section 2.
4. MISCELLANEOUS.
4.1 AMENDMENTS AND WAIVERS. Except as otherwise provided
herein, the provisions of this Agreement may be amended or waived only upon the
prior written consent of the parties.
4.2 ENTIRE AGREEMENT. This Agreement is the entire
agreement and understanding of the parties hereto as to the subject matter
contained herein. There are no restrictions, promises, warranties, covenants, or
undertakings other than those expressly set forth or referred to in this
Agreement. This Agreement supersedes all prior agreements and undertakings,
whether written or oral, among the parties with respect to the subject matter
hereof.
4.3 SUCCESSORS AND ASSIGNS. All covenants and agreements
in this Agreement by or on behalf of any of the parties hereto shall bind and
inure to the benefit of the respective successors and assigns of the parties
hereto.
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4.4 SEVERABILITY. Whenever possible, each provision of
this Agreement shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement is held to be
prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of this Agreement.
4.5 COUNTERPARTS. This Agreement may be executed
simultaneously in two or more counterparts (including by means of telecopied
signature pages), any one of which need not contain the signatures of more than
one party, but all such counterparts taken together shall constitute one and the
same Agreement.
4.6 GOVERNING LAW. This Agreement shall be governed by,
and construed in accordance with, the laws of the state of Oregon without
reference to the choice of law doctrine. Venue shall be in Multnomah County.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first above written.
XXXXXXXXXXX VELAGIO, INC., an XXXXXXXXXXX LEASING COMPANY,
Oregon corporation an Oregon limited liability company
By: /s/ Xxxxxxx X. XxXxxxxxx By: JMW Capital Partners, Inc., Manager
---------------------------------
Xxxxxxx X. XxXxxxxxx, President
By: /s/ Xxxxxx X. Jesenik
--------------------------------------
Xxxxxx X. Jesenik, Chief Executive
Officer
MICROFIELD GROUP, INC., an Oregon XXXXXXXXXXX ELECTRIC, INC., an
corporation Oregon corporation
By: /s/ Xxxxxxx X. XxXxxxxxx By: /s/ Xxxxxx Xxxxxxx
--------------------------------- --------------------------------------
Xxxxxxx X. XxXxxxxxx, President Xxxxxx Xxxxxxx, President
JMW CAPITAL PARTNERS, INC., an
Oregon corporation
/s/ Xxxxxx X. Xxxxxx By:
------------------------------------ --------------------------------------
Xxxxxx X. Xxxxxx Its:
-------------------------------------
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JMW GROUP, LLC, and Oregon limited
liability company
/s/ R. Xxxxxxx Xxxxxx By: JMW CAPITAL PARTNERS, INC.,
------------------------------------
R. Xxxxxxx Xxxxxx Manager
By: /s/ Xxxxxx X. Jesenik
--------------------------------------
Xxxxxx X. Jesenik, Chief Executive
Officer
JW ASSURANCE AND HOLDING
LIMITED, a Virgin Islands corporation
By: /s/ Xxxxxx X. Jesenik
--------------------------------------
Xxxxxx X. Jesenik, President
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