0001104659-08-032826 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 13th, 2008 • Microfield Group Inc • Electrical work • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of May 7, 2008, by and among Microfield Group, Inc., an Oregon corporation (the “Company”), and the purchasers identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 13th, 2008 • Microfield Group Inc • Electrical work

This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 7, 2008, by and among Microfield Group, Inc., an Oregon corporation (the “Company”), and the purchasers signatory hereto (each such purchaser is a “Purchaser” and all such purchasers are, collectively, the “Purchasers”).

COMMON STOCK PURCHASE WARRANT To Purchase Shares of Common Stock of MICROFIELD GROUP, INC.
Microfield Group Inc • May 13th, 2008 • Electrical work

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the fifth anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Microfield Group, Inc., an Oregon corporation (the “Company”), up to shares (the “Warrant Shares”) of Common Stock, no par value, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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