<PAGE>
EXHIBIT 99.2
THIS WARRANT AND THE COMMON STOCK ISSUABLE
UPON EXERCISE HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933
OR APPLICABLE STATE SECURITIES LAWS.
NEITHER THIS WARRANT NOR THE COMMON STOCK
ISSUABLE UPON EXERCISE HEREOF MAY BE
SOLD, OFFERED FOR SALE, PLEDGED OR
HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT AS TO THE APPLICABLE
SECURITIES UNDER SUCH ACT OR LAWS OR
AN OPINION OF COUNSEL FOR THE HOLDER
REASONABLY SATISFACTORY TO THE ISSUER
STATING THAT SUCH REGISTRATION IS NOT
REQUIRED.
No. 2005-W-<<No>>
WARRANT TO PURCHASE
<<Shares>>
SHARES OF COMMON STOCK
STOCK PURCHASE WARRANT
TO PURCHASE SHARES OF COMMON STOCK
OF MICROFIELD GROUP, INC.
For value
received, Microfield Group, Inc., an Oregon corporation (the
"Company"), grants to <<Name>>
(the "Holder") the right, subject to the terms of
this Warrant, to purchase at any time
during the period commencing on the
"Initial Exercise Date" (as defined below),
and ending on the "Expiration Date"
(as defined below), <<Shares>>
fully paid and nonassessable shares of Common
Stock of the Company at the "Exercise
Price" (as defined below). This Warrant
may be exercised in whole or in part. The
number of shares that may be purchased
is subject to adjustment under the terms of
this Warrant.
Section 1. DEFINITIONS. As used in this
Warrant, unless the context otherwise
requires:
"COMMON
STOCK" means the Common Stock of the Company.
"COMPANY"
has the meaning specified in the introductory paragraph.
"EXERCISE
AMOUNT" means the number of Warrant Shares filled in on the
attached Exercise Form delivered to the
Company by the Holder in connection with
exercise of all or a portion of this
Warrant.
"EXERCISE
DATE" means any date on which this Warrant is exercised in the
manner indicated in Sections 2.1 and
2.2.
"EXERCISE
PRICE" means $2.58 per share (adjusted as necessary in
accordance with Section 7).
"EXPIRATION DATE" means 12:00 midnight (Portland time) on October
13,
2010.
"HOLDER"
has the meaning specified in the introductory paragraph.
"INITIAL
EXERCISE DATE" means October 13, 2005.
1
<PAGE>
"PERSON"
means an individual, corporation, partnership, trust, joint
venture or other form of business
entity.
"SECURITIES ACT" means the Securities Act of 1933, as amended from
time to
time, and all rules and regulations
promulgated thereunder, or any act, rules or
regulations which replace the Securities
Act or any such rules and regulations.
"WARRANT
SHARES" means the shares of Common Stock issued or issuable
upon
exercise of this Warrant, adjusted as
necessary in accordance with Section 7.
Section 2. DURATION AND EXERCISE OF
WARRANT.
2.1
EXERCISE PERIOD. Subject to the provisions hereof, this Warrant may
be
exercised at any time during the period
commencing on the Initial Exercise Date
and ending on the Expiration Date for the
Warrant Shares. After the Expiration
Date, this Warrant shall become void and
all rights to purchase Warrant Shares
hereunder shall thereupon cease.
2.2
METHODS OF EXERCISE. This Warrant may be exercised by the Holder,
in
whole or in part, by (i) surrendering this
Warrant to the Secretary of the
Company, (ii) payment of any applicable
consideration, and (iii) executing and
delivering to the Secretary of the Company
the attached Exercise Form, which
must select one of the following exercise
methods, to be at the Holder's option:
2.2.1 EXERCISE FOR CASH. If the Holder elects to exercise the
right
to purchase Warrant Shares for cash, the
Holder shall tender to the Company
payment in full by cash, check, or wire
transfer of the Exercise Price for the
Exercise Amount.
2.2.2 SAME DAY SALE EXERCISE. In lieu of exercising this Warrant
by
payment of cash, when permitted by law and
applicable regulations (including
Nasdaq and NASD rules), the Holder may pay
the Exercise Price through a "same
day sale" commitment from the Holder and a
broker-dealer that is a member of the
National Association of Securities Dealers
(an "NASD Dealer") whereby the Holder
irrevocably elects to exercise the Warrant
or portion thereof and to sell a
portion of the Warrant Shares so purchased
to pay the Exercise Price and whereby
the NASD Dealer irrevocably commits upon
receipt of such Warrant Shares to
forward the Exercise Price directly to the
Company.
2.2.3 NET EXERCISE. The Holder may elect to receive, without
the
payment by the Holder of any additional
consideration, shares of Common Stock
equal to the value of this Warrant by the
surrender of this Warrant to the
Company with a written notice of exercise
specifying reliance on this Section
2.2.3. Thereupon, the Company shall issue
to the Holder such number of fully
paid and nonassessable shares of Common
Stock as is computed using the following
formula:
X = Y (A-B)
-------
A
where X =
the number of shares to be issued to the Holder pursuant to
this
Section 2.3.
2
<PAGE>
Y = the number of Warrant Shares underlying the Warrant
the Holder elects to exercise pursuant to this Section
2.2.3.
A = the average closing ask price for one share of Common
Stock for the 10 trading days preceding the day the net
exercise election is made pursuant to this Section
2.2.3.
B = the Exercise Price in effect under this Warrant at
the time the net exercise election is made pursuant to
this Section 2.2.3.
2.3
CERTIFICATES. As soon as practicable after exercise of this
Warrant
(but in no event later than five business
days), (a) certificates for Warrant
Shares shall be delivered, at the Company's
expense, to the Holder or the
transferee thereof set forth in the
attached Exercise Form and (b) a new Warrant
of like tenor to purchase up to that
number, if any, not previously purchased by
the Holder (if this Warrant has not
expired) shall be delivered, at the
Company's expense, to the Holder.
2.4
EFFECTIVE DATE OF EXERCISE. This Warrant shall be deemed to have
been
exercised immediately prior to the close of
business on the date of its
surrender for exercise as provided above.
The person entitled to receive the
Warrant Shares shall be treated for all
purposes as the holder of record of such
shares as of the close of business on the
date the Holder is deemed to have
exercised this Warrant.
2.5
SECURITIES ACT COMPLIANCE. Unless the Warrant Shares are no
longer
subject to Rule 144 under the Securities
Act, the Company may place
conspicuously upon each certificate
representing the Warrant Shares a legend
substantially in the following form, the
terms of which are agreed to by the
Holder:
THE
SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED
UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY
APPLICABLE
STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED,
ASSIGNED,
OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) THERE IS
AN
EFFECTIVE
REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE
SECURITIES
LAWS COVERING ANY SUCH TRANSACTION INVOLVING THESE SECURITIES
OR (B) THE
COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER OF
THESE
SECURITIES (CONCURRED IN BY LEGAL COUNSEL FOR THE COMPANY)
STATING
THAT SUCH
TRANSACTION IS EXEMPT FROM REGISTRATION OR (C) THE COMPANY
OTHERWISE
SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM
REGISTRATION.
2.6 TAXES.
The Company shall pay any tax and other governmental charges
which may be payable in respect of the
issuance of the Warrant Shares, provided,
however, that in no case will the Company
pay any taxes relating to income to
the Holder resulting from the issuance or
exercise of this Warrant.
Section 3. WARRANT SHARES.
3
<PAGE>
3.1
VALIDITY AND RESERVATION. The Company covenants that all
Warrant
Shares issued upon exercise of this Warrant
will be validly issued, fully paid,
nonassessable, free and clear of all liens,
security interests, charges and
other encumbrances or restrictions on sale
(except encumbrances or restrictions
arising under federal or state securities
laws), and not subject to preemptive
rights. The Company agrees that, as long as
this Warrant may be exercised, the
Company will have duly authorized and
reserved for issuance upon exercise of
this Warrant a sufficient number of shares
of Common Stock or other shares of
capital stock of the Company as are from
time to time issuable upon exercise of
this Warrant and from time to time will
take all steps necessary to amend its
Articles of Incorporation to provide
sufficient reserves of Common Stock
issuable upon exercise of this Warrant.
Issuance of this Warrant shall
constitute full authority to the Company's
officers who are charged with the
duty of executing stock certificates to
execute and issue the necessary
certificates for Common Stock upon the
exercise of this Warrant.
3.2
LISTING OF WARRANT SHARES. The Company shall take all steps
necessary
to cause the Warrant Shares issuable upon
exercise of this Warrant to be
approved for listing on all securities
exchanges or markets and all trading or
quotation facilities, if any, on which the
Common Stock is listed as soon as
possible after the Initial Exercise Date
and shall use commercially reasonable
efforts to maintain such listings until the
earlier of the Expiration Date or
the date this Warrant is exercised in
full.
Section 4. FRACTIONAL SHARES.
No
fractional Warrant Shares shall be issued upon the exercise of
this
Warrant, and the number of Warrant Shares
to be issued shall be rounded to the
nearest whole number.
Section 5. LIMITED RIGHTS OF WARRANT
HOLDER.
The Holder
shall not, solely by virtue of being the Holder of this
Warrant, have any of the rights of a
shareholder of the Company, either at law
or equity, until this Warrant shall have
been exercised.
Section 6. LOSS OF WARRANT.
Upon
receipt by the Company of satisfactory evidence of the loss,
theft,
destruction or mutilation of this Warrant
and either (in the case of loss, theft
or destruction) reasonable indemnification
and a bond reasonably satisfactory to
the Company if requested by the Company or
(in the case of mutilation) the
surrender of this Warrant for cancellation,
the Company will execute and deliver
to the Holder, without charge, a new
warrant of like denomination.
Section 7. CERTAIN ADJUSTMENTS.
7.1
ADJUSTMENT OF WARRANT SHARES. The number, class and Exercise Price
per
share of securities for which this Warrant
may be exercised are subject to
adjustment from time to time upon the
happening of certain events as hereinafter
provided:
4
<PAGE>
(a) RECAPITALIZATION. If the outstanding shares of the
Company's
Common Stock are divided into a greater
number of shares or if the Company shall
effect a stock dividend, the number of
shares of Common Stock purchasable upon
the exercise of this Warrant shall be
proportionately increased and the Exercise
Price per share shall be proportionately
reduced. Conversely, if the outstanding
shares of Common Stock are combined into a
smaller number of shares of Common
Stock, the number of shares of Common Stock
purchasable upon the exercise of
this Warrant shall be proportionately
reduced and the Exercise Price per share
shall be proportionately increased. The
increases and reductions provided for in
this Section 7.1(a) shall be made with the
intent and, as nearly as practicable,
the effect that neither the percentage of
the total equity of the Company
obtainable on exercise of this Warrant nor
the aggregate price payable for such
percentage shall be affected by any event
described in this Section 7.1(a).
(b) MERGER OR REORGANIZATION, ETC. In the event of any change in
the
Common
