MICROFIELD GROUP, INC.
SUBSCRIPTION AGREEMENT
JMW Group, LLC (the "Subscriber") acknowledges receipt of an
informational binder titled "An Investment Opportunity - Microfield Group and
Xxxxxxxxxxx Power Services - March 2004" (the "Information Memorandum")
concerning the offering by MICROFIELD GROUP, INC., an Oregon corporation (the
"Company"), of shares of Series 4 Preferred Stock (each, a "Share" and
collectively, "Shares") in the Company. Subscriber hereby offers to purchase
2,631.579 Shares at a purchase price of $380 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 March 2004, and all exhibits and documents
referenced therein; (b) any and all public filings of the Company; and (c) the
Seventh Restated Articles of Incorporation which outline the preferrences,
voting, conversion, dividend and other rights associated with the Series 4
Preferred 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 it currently is not contemplating doing so. 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. 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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PDX/112816/141153/DLH/1398032.1
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.
_X_ 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 of one million
dollars ($1,000,000) for 2,631.579 Shares by 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/1398032.1
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: 2,631.579
TOTAL PURCHASE PRICE: $ 1,000,000.00 (at $380 per Share)
DATE: April 20, 2004
IF PURCHASER IS AN INDIVIDUAL, SIGN BELOW:
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Signature Print Name Social Security Number
IF TWO INDIVIDUALS ARE PURCHASING JOINTLY, SIGN BELOW:
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Signature Print Name Social Security Number
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Signature Print Name Social Security Number
ACCEPTED ON THIS ____ DAY OF APRIL, 2004:
MICROFIELD GROUP, INC., an Oregon corporation
By: /s/ XXXXXXX X. XXXXXXXXX
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Xxxxxxx X. XxXxxxxxx, President
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PDX/112816/141153/DLH/1398032.1
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: 2,631.579
TOTAL PURCHASE PRICE: $ 1,000,000.00 (at $380 per Share)
DATE: April __, 2004
IF PURCHASER IS AN ENTITY, AN AUTHORIZED INDIVIDUAL SIGNS BELOW:
JMW Group, LLC Limited liability company 00-0000000
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Print Name of Entity Type of Entity Tax Identification No.
CEO of JMW Capital
/s/ XXXXXX X. JESENIK Xxxxxx X. Jesenik Partners, Inc., Manager
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Signature Print Name Title or Capacity
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Signature Print Name Title or Capacity
------------------------ -------------------------- -----------------------
Signature Print Name Title or Capacity
ACCEPTED ON THIS ____ DAY OF APRIL, 2004:
MICROFIELD GROUP, INC., an Oregon corporation
By: /s/ XXXXXXX X. XXXXXXXXX
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Xxxxxxx X. XxXxxxxxx, President
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SHAREHOLDER INFORMATION PAGE FOR
MICROFIELD GROUP, INC.
Name of Shareholder: JMW Group, LLC
If jointly with another person
indicate Joint Name:
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Number of Shares: 2,631.579
Purchase Price $1,000,000.00
Address: 0000 XX Xxxxxxx Xxxxxx
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Suite 400
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Xxxxxxxx, XX 00000
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(Mailing) (Residence)
Telephone No.: (000) 000-0000
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Facsimile No.: (000) 000-0000
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Email Address: xxxxxxxx@xxxxxxxxxx.xxx
Tax ID No.: 00-0000000
Name of Trustee:*
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Name of Plan Sponsor:*
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* If applicable.
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