AMENDMENT OF REGISTRATION RIGHTS AND LOCK-UP AGREEMENT
This Amendment of Registration Rights and Lock-up Agreement (the
"Amendment") is entered into effective April 30, 2004, between MICROFIELD GROUP,
INC., an Oregon corporation (the "Company"), and XXXXXXXXXXX GROUP LLC, an
Oregon limited liability company ("Xxxxxxxxxxx Group").
RECITALS
A. The Company, Xxxxxxxxxxx Group and various other Holders of
the Company's common stock entered into that certain Registration Rights and
Lock-Up Agreement dated September 15, 2003 (the "Lock-Up Agreement"). Section 10
of the Lock-Up Agreement imposes various restrictions on the sale, pledge,
option or similar transfer of the Registrable Securities owned by such Holders.
X. Xxxxxxxxxxx Group has requested that the transfer restrictions
applicable to it as set forth in Section 10.1 of the Lock-Up Agreement be
modified or waived in certain respects in order to facilitate certain proposed
financing transactions.
C. Section 11.1 of the Lock-Up Agreement provides that the
provisions of the Lock-Up Agreement may be amended or waived with the prior
written consent of the Company and the holders of a majority of the Registrable
Securities.
D. Capitalized terms used in this Amendment that are not defined
herein have the meanings assigned to those terms in the Lock-Up Agreement.
AGREEMENT
NOW, THEREFORE, the parties to this Amendment agree as follows:
1. WAIVER AND MODIFICATION OF RESTRICTIONS. The terms of Section
10.1 of the Lock-Up Agreement are hereby modified as to Xxxxxxxxxxx Group as
follows: Notwithstanding contrary provisions set forth in Section 10.1,
Xxxxxxxxxxx Group may pledge its Registrable Securities if the pledgee and any
subsequent transferee agrees to be bound by the terms and conditions of the
Lock-Up Agreement. Xxxxxxxxxxx Group may also, during the 12-month lock-up
period, grant an option to purchase its Registrable Securities, provided that
any such option may not be exercisable until the expiration of the 12-month
lock-up period. Once any such pledged shares are released as collateral or
assigned pursuant to Section 8 of the Lock-Up Agreement, they will become
subject to all the rights, obligations and restrictions set forth in this
Agreement.
2. CONSENT OF OTHER HOLDERS. This Amendment shall be effective
when signed by Holders of a majority of the Registrable Securities.
3. OTHER TERMS UNCHANGED. Except as expressly modified or amended
by this Amendment, all of the terms and conditions of the Lock-Up Agreement
remain in full force and effect.
1 - AMENDMENT OF REGISTRATION RIGHTS AND LOCK-UP AGREEMENT
PDX/112816/141153/DLH/1384791.1
4. EXECUTION. This Amendment may be executed in two or more
counterparts (including by means of signature pages sent by facsimile), 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 document.
MICROFIELD GROUP, INC. XXXXXXXXXXX GROUP LLC
By: JMW Capital Partners, Inc., its
Manager
By: /s/ XXXXXXX X. XXXXXXXXX By: /s/ XXXXXX XXXXXXX
----------------------------------- --------------------------------
Xxxxxxx X. XxXxxxxxx, CEO Xxxxxx Xxxxxxx, CEO
HOLDERS:
/s/ XXXXXX X. XXXXXX
--------------------------------------
Xxxxxx X. Xxxxxx
/s/ R. XXXXXXX XXXXXX
--------------------------------------
R. Xxxxxxx Xxxxxx
/s/ XXXXXXX XXXXXXXX
--------------------------------------
Xxxxxxx Xxxxxxxx
/s/ XXXXXX XXXXXXX
--------------------------------------
Xxxxxx Xxxxxxx
/s/ XXXX X. XXXXXXXXX
--------------------------------------
Xxxx X. Xxxxxxxxx
JMW-MICG HOLDINGS, LLC
By: JMW Capital Partners, Inc., its Manager
By: /s/ XXXXXX XXXXXXX
-----------------------------------
Xxxxxx Xxxxxxx, CEO
TSI TELECOMMUNICATION SERVICES INC.
By:
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Its:
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2 - AMENDMENT OF REGISTRATION RIGHTS AND LOCK-UP AGREEMENT
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