be exercisable immediately and have
a term of exercise commencing on the date of issuance and ending three years
after issuance.
"Warrant Shares" means the shares of Common Stock issuable upon exercise of the
Warrants.
ARTICLE II
PURCHASE AND SALE
2.1
CLOSING.
ON THE CLOSING DATE, UPON THE TERMS AND SUBJECT TO THE
CONDITIONS SET FORTH HEREIN, CONCURRENT WITH THE EXECUTION AND DELIVERY OF THIS
AGREEMENT BY THE PARTIES HERETO, THE COMPANY AGREES TO SELL TO THE PURCHASERS,
AND EACH PURCHASER SEVERALLY AND NOT JOINTLY WITH ANY OTHER PURCHASER AGREES TO
PURCHASE FROM THE COMPANY THE NUMBER OF SHARES OF THE COMPANY'S COMMON STOCK AND
WARRANTS SET FORTH ON
SUCH PURCHASER'S SIGNATURE PAGE HERETO AT THE PER SHARE
PURCHASE PRICE OF $0.40 ("PURCHASE PRICE"). FOR EVERY TWO (2) SHARES OF COMMON
STOCK PURCHASED, EACH PURCHASER WILL RECEIVE ONE (1) WARRANT.
EACH PURCHASER
SHALL DELIVER TO THE COMPANY VIA WIRE TRANSFER OF IMMEDIATELY AVAILABLE FUNDS
PURSUANT TO THE WIRE INSTRUCTIONS SET FORTH IN SECTION 2.2(B) AN AMOUNT EQUAL TO
THEIR SUBSCRIPTION AMOUNT AND UPON CLOSING, THE COMPANY SHALL DELIVER TO EACH
PURCHASER THEIR RESPECTIVE CERTIFICATES EVIDENCING THE SHARES OF COMMON STOCK
AND WARRANTS AND THE OTHER ITEMS SET FORTH IN SECTION 2.2 ISSUABLE AT THE
CLOSING WITHIN THREE (3) BUSINESS DAYS OF THE CLOSING DATE.
UPON SATISFACTION
OF THE CONDITIONS SET FORTH IN SECTION 2.2, THE CLOSING SHALL OCCUR AT THE
OFFICES OF COMPANY COUNSEL, OR SUCH OTHER LOCATION AS THE PARTIES SHALL MUTUALLY
AGREE.
THERE MAY BE MULTIPLE CLOSINGS.
2.2
DELIVERIES.
A)
ON THE CLOSING DATE, THE COMPANY SHALL DELIVER OR CAUSE TO BE
DELIVERED TO EACH PURCHASER THE FOLLOWING:
(I)
THIS AGREEMENT DULY EXECUTED BY THE COMPANY;
(II)
A CERTIFICATE EVIDENCING THE NUMBER OF SHARES OF COMMON STOCK,
REGISTERED IN THE NAME OF SUCH PURCHASER (OR ITS NOMINEE);
(III)
A WARRANT REGISTERED IN THE NAME OF SUCH PURCHASER (OR ITS
NOMINEE) WITH AN EXERCISE PRICE EQUAL TO $0.60, SUBJECT TO ADJUSTMENT THEREIN;
(IV)
THE REGISTRATION RIGHTS AGREEMENT DULY EXECUTED BY THE COMPANY;
AND
(V)
A CERTIFICATE, DATED THE CLOSING DATE, DULY EXECUTED BY AN OFFICER
OF THE COMPANY TO THE EFFECT THAT THE CONDITIONS SPECIFIED IN SECTIONS
2.3(B)(I) AND 2.3(B)(II) HAVE BEEN SATISFIED AND STATING THE COMPLETE
CAPITALIZATION OF THE COMPANY, INCLUDING ALL ISSUED AND OUTSTANDING COMMON
STOCK, PREFERRED STOCK, WARRANTS, OPTIONS, CONVERTIBLE DEBT AND ALL OTHER
CONVERTIBLE SECURITIES AND THE TERMS ON WHICH SUCH SECURITIES MAY BE CONVERTED.
B)
ON THE CLOSING DATE, EACH PURCHASER SHALL DELIVER OR CAUSE TO BE
DELIVERED TO THE COMPANY THE FOLLOWING:
(I)
THIS AGREEMENT DULY EXECUTED BY SUCH PURCHASER;
(II)
SUCH PURCHASER'S SUBSCRIPTION AMOUNT BY WIRE TRANSFER TO
Citibank N.A.
55 Water St.
NY, NY 10041
ABA#: 021000089
FBO: Citigroup Global Markets Inc
ACCT#: 30604518
FBO: Microfield Group, Inc.
Further credit to: 240-94900-664
; AND
(III)
THE REGISTRATION RIGHTS AGREEMENT DULY EXECUTED BY SUCH
PURCHASER.
2.3
CLOSING CONDITIONS.
A)
THE OBLIGATIONS OF THE COMPANY HEREUNDER IN CONNECTION WITH THE
CLOSING ARE SUBJECT TO THE FOLLOWING CONDITIONS BEING MET:
(I)
THE