Aequitas Capital Management Inc. Sample Contracts

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SERIES 4 REGISTRATION RIGHTS AND LOCK-UP AGREEMENT
Registration Rights Agreement • June 1st, 2006 • Aequitas Capital Management Inc. • Electrical work • Oregon
LOAN AGREEMENT
Loan Agreement • June 1st, 2006 • Aequitas Capital Management Inc. • Electrical work • Oregon
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Registration Rights Agreement • June 1st, 2006 • Aequitas Capital Management Inc. • Electrical work • Oregon
JOINT FILING AGREEMENT
Joint Filing Agreement • June 1st, 2006 • Aequitas Capital Management Inc. • Electrical work
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Registration Rights and Lock-Up Agreement • June 1st, 2006 • Aequitas Capital Management Inc. • Electrical work • Oregon
MICROFIELD GROUP, INC. SUBSCRIPTION AGREEMENT
Subscription Agreement • June 1st, 2006 • Aequitas Capital Management Inc. • Electrical work
X = Y (1000*A - 380) ---------------- 1000*A
Loan Agreement • June 1st, 2006 • Aequitas Capital Management Inc. • Electrical work
MELLON INVESTOR SERVICES STOCK POWER FORM
Aequitas Capital Management Inc. • June 1st, 2006 • Electrical work

TRANSFER (3) _______________________ CERTIFICATE SHARES REPRESENTED BY THE ENCLOSED CERTIFICATE NUMBER(S) (4) _____________________________, AND/OR (5)__________________ BOOK-ENTRY SHARES (INCLUDING SHARES HELD FOR YOU IN A DIVIDEND REINVESTMENT OR OTHER PLAN).

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Non-Recourse Loan Participation Agreement • June 1st, 2006 • Aequitas Capital Management Inc. • Electrical work • Oregon
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Note Payment and Membership Interest Sale Agreement • June 1st, 2006 • Aequitas Capital Management Inc. • Electrical work
ASSIGNMENT FOR VALUE RECEIVED, CHRISTENSON LEASING COMPANY, LLC hereby sells, assigns and transfers to the assignee set forth below all of the rights of the undersigned in and to the number of Warrant Shares (as defined in and evidenced by Warrant...
Aequitas Capital Management Inc. • June 1st, 2006 • Electrical work

FOR VALUE RECEIVED, CHRISTENSON LEASING COMPANY, LLC hereby sells, assigns and transfers to the assignee set forth below all of the rights of the undersigned in and to the number of Warrant Shares (as defined in and evidenced by Warrant Nos. 2004-W-45, 2005-W-48 and 2005-W-51) set opposite the name of such assignee below and in and to the above-referenced Warrants with respect to said Warrant Shares:

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Unit Contribution Agreement • June 1st, 2006 • Aequitas Capital Management Inc. • Electrical work
STOCK POWER FOR VALUABLE CONSIDERATION, the receipt of which is hereby acknowledged, __________ hereby assigns, transfers and conveys to __________ all of its right, title and interest in and to __________ shares of __________ Stock of MICROFIELD...
Aequitas Capital Management Inc. • June 1st, 2006 • Electrical work

FOR VALUABLE CONSIDERATION, the receipt of which is hereby acknowledged, __________ hereby assigns, transfers and conveys to __________ all of its right, title and interest in and to __________ shares of __________ Stock of MICROFIELD GROUP, INC., an Oregon corporation, represented by Certificate No(s). __________, and hereby irrevocably appoints _________________________ attorney-in-fact to transfer the stock on the books of MICROFIELD GROUP, INC. with full power of substitution in the premises.

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ASSIGNMENT OF BUSINESS LOAN AGREEMENT AND PROMISSORY NOTE
Assignment of Business Loan Agreement and Promissory Note • June 1st, 2006 • Aequitas Capital Management Inc. • Electrical work
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Satisfy Obligations • June 1st, 2006 • Aequitas Capital Management Inc. • Electrical work • Oregon
August 2, 2005 Mr. Robert Jesenik Agent Energy Fund II, LLC. c/o Aequitas Capital Management The Fox Tower 805 SW Broadway, Suite 560 Portland, OR 97205-3345 Dear Mr. Jesenik, This Letter Agreement sets forth the terms to which we have agreed...
Aequitas Capital Management Inc. • June 1st, 2006 • Electrical work

This Letter Agreement sets forth the terms to which we have agreed concerning the advance of $450,000 (Four hundred fifty thousand dollars) by Energy Fund II, LLC to be made to EnergyConnect, Inc. (ECI) on August 2, 2005.

SERIES 3 REGISTRATION RIGHTS AND LOCK-UP AGREEMENT
Series 3 Registration Rights and Lock-Up Agreement • June 1st, 2006 • Aequitas Capital Management Inc. • Electrical work • Oregon
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Master Vehicle Lease Termination Agreement • June 1st, 2006 • Aequitas Capital Management Inc. • Electrical work • Oregon
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Aequitas Capital Management Inc. • June 1st, 2006 • Electrical work
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Forbearance Agreement • June 1st, 2006 • Aequitas Capital Management Inc. • Electrical work
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