EXHIBIT 99.1
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (this "Agreement") is effective as of
November 1, 2001, by and between Micro General Corporation, a Delaware
corporation ("Micro General") and Beyond Ventures, LLC, a Washington limited
liability company ("Beyond Ventures").
R E C I T A L S
A. Beyond Ventures is a stockholder of record and the beneficial owner
of 250,000 shares of Common Stock, par value $.001, of RealEC Technologies,
Inc., a Delaware Corporation (the "RealEC Shares").
B. Micro General desires to purchase the RealEC Shares from Beyond
Ventures for a purchase price of 30,779 shares of Micro General Common Stock,
par value .001 per share (the "Micro General Shares").
C. Micro General and Beyond Ventures are entering into this Agreement to
effectuate such exchange of the RealEC Shares and Micro General Shares.
A G R E E M E N T
1. EXCHANGE OF SHARES. Beyond Ventures hereby sells, assigns and
transfers to Micro General, and Micro General hereby purchases from Beyond
Ventures, all right, title and interest in and to the RealEC Shares, subject to
the terms and conditions set forth herein. In exchange for the RealEC Shares,
Micro General hereby issues to Beyond Ventures the Micro General Shares. This
Agreement will be closed on or before December 14, 2001.
2. INVESTMENT REPRESENTATIONS OF BEYOND VENTURES. Beyond Ventures
acknowledges that it is aware that the Micro General Shares to be received by it
pursuant to this Agreement have not been registered under the Securities Act of
1933, as amended (the "Act"). In connection therewith, Beyond Ventures warrants
and represents to Micro General as follows:
(a) Beyond Ventures is receiving the Micro General Shares solely
for Beyond Ventures's own account for investment and not with a view to or for
sale or distribution of the Micro General Shares or any portion thereof and not
with any present intention of selling, offering to sell or otherwise disposing
of or distributing the Micro General Shares or any portion thereof. Beyond
Ventures also represents that the entire legal and beneficial interest of the
Micro General Shares is being transferred for, and will be held for the account
of, Beyond Ventures only and neither in whole nor in part for any other person.
Beyond Ventures is receiving the Micro General Shares in a private transaction
and not pursuant to a distribution or through a general solicitation or
advertisement.
(b) Beyond Ventures is an "accredited investor" for purposes of
Regulation D promulgated by the Securities and Exchange Commission under the
Act.
(c) Beyond Ventures hereby acknowledges that:
(i) the Micro General Shares have not been registered
under the Act, and such Micro General Shares must be held indefinitely unless a
transfer of them is subsequently registered under the Act or an exemption from
such registration is available; and
(ii) the share certificate representing the Micro General
Shares will be stamped with the legends restricting transfer specified in this
Agreement.
(d) Beyond Ventures understands that the Micro General Shares are
restricted securities within the meaning of Rule 144 promulgated under the Act;
that the exemption from registration under Rule 144 will not be available in any
event for at least one (1) year from the date of issuance of the Micro General
Shares to Beyond Ventures, and even then will not be available unless (i) a
public trading market then exists for the Micro General Shares, (ii) adequate
current public information concerning Micro General is then available to the
public, (iii) Beyond Ventures has been the beneficial owner and Beyond Ventures
has paid the full purchase price for the Micro General Shares at least one (1)
year prior to the sale, and (iv) other terms and conditions of Rule 144 are
complied with; and that any sale of the Micro General Shares may be made by it
only in limited amounts in accordance with such terms and conditions, as amended
from time to time.
(e) Without in any way limiting any of the other provisions of
this Agreement or its representations set forth above, Beyond Ventures further
agrees that Beyond Ventures shall in no event make any disposition of all or any
portion of the Micro General Shares which Beyond Ventures is purchasing unless
and until:
(i) there is then in effect a registration statement under
the Act covering such proposed disposition and such disposition is made in
accordance with said registration statement; or
(ii) (A) Beyond Ventures shall have notified Micro General
of the proposed disposition and shall have complied with any applicable
restrictions in Micro General's Certificate of Incorporation, as amended, or
Bylaws, or any agreement restricting the transfer of the Micro General Shares,
(B) at Micro General's request, Beyond Ventures shall have furnished Micro
General with an opinion of counsel to the effect that such disposition will not
require registration of such shares under the Act, and (C) such opinion of
counsel (if requested) shall have been concurred with by counsel for Micro
General and Micro General shall have advised Beyond Ventures of such
concurrence.
3. ADDITIONAL REPRESENTATIONS AND WARRANTIES OF BEYOND VENTURES. Beyond
Ventures represents and warrants to Micro General that:
(a) AUTHORIZATION. Beyond Ventures has full power and authority
to enter into this Agreement, and this Agreement has been duly authorized by all
requisite action of Beyond Ventures and will not result in a breach,
acceleration or violation of any agreement to which Beyond Ventures is a party
or is bound. This Agreement, when executed and delivered, will constitute valid
and legally binding obligations of Beyond Ventures, enforceable against Beyond
Ventures in accordance with its terms except (i) as limited by applicable
bankruptcy, insolvency, reorganization, moratorium, and other laws of general
application affecting enforcement of creditors' rights generally and (ii) as
limited by laws relating to the availability of specific performance, injunctive
relief, or other equitable remedies. Beyond Ventures has received all consents,
approvals, orders,
2
waivers and authorizations, and has provided all notices, which are necessary in
connection with the valid execution and delivery of this Agreement and the
transfer of the RealEC Shares hereunder.
(b) TITLE. The RealEC Shares were validly issued and are fully
paid and nonassessable. Beyond Ventures is the sole owner, beneficially and of
record, of the RealEC Shares, free and clear of all claims, liens, encumbrances,
security interests, pledges, options, charges, restrictions, rights of first
refusal, preemptive rights and defects in title of any nature whatsoever
("Encumbrances"), other than restrictions imposed by federal and applicable
state securities laws which do not constitute an impediment to the purchase and
sale described in this Agreement or that have been disclosed to Micro General
and waived prior to the date of this Agreement, and hereby transfers the same to
Micro General. There is no action, suit, claim, investigation or proceeding,
whether at law or in equity, against Beyond Ventures or claim or counter-claim
initiated by Beyond Ventures, that is pending, or to Beyond Ventures' knowledge,
threatened, that could reasonably be expected to affect adversely Beyond
Ventures' ownership and transfer of the RealEC Shares free and clear of
Encumbrances, or to otherwise perform any of its obligations hereunder.
(c) COMMITMENT. Beyond Ventures has not granted or sold, and is
not a party to any agreement, commitment or understanding, written or oral,
providing for the grant or sale of, options or other rights to purchase, and it
is not, obligated to sell or otherwise transfer, any of the RealEC Shares to any
person or entity except to Micro General. Beyond Ventures is not a party to any
voting trust, proxy or other voting agreement or understanding with respect to
the voting of the RealEC Shares.
4. REPRESENTATIONS AND WARRANTIES OF MICRO GENERAL. Micro General hereby
represents and warrants to Beyond Ventures as follows:
(a) ORGANIZATION AND STANDING. Micro General is a corporation
duly organized, validly existing, and in good standing under the laws of the
State of Delaware, and has full power and authority to own and operate its
properties and assets and to carry on its business as presently conducted.
(b) AUTHORIZATION. Micro General has full power and authority to
enter into this Agreement, and this Agreement has been duly authorized by all
requisite action of Micro General and will not result in a breach, acceleration
or violation of any agreement to which Micro General is a party or is bound.
This Agreement, when executed and delivered, will constitute valid and legally
binding obligations of Micro General, enforceable against Micro General in
accordance with its terms except (i) as limited by applicable bankruptcy,
insolvency, reorganization, moratorium, and other laws of general application
affecting enforcement of creditors' rights generally and (ii) as limited by laws
relating to the availability of specific performance, injunctive relief, or
other equitable remedies. Micro General has received all consents, approvals,
orders, waivers and authorizations, and has provided all notices, which are
necessary in connection with the valid execution and delivery of this Agreement
and the issuance of the Micro General Shares hereunder.
(c) VALID ISSUANCE OF STOCK. The Micro General Shares have been
duly and validly authorized and, when issued and paid for in accordance with the
terms hereof, will be validly issued and nonassessable securities of Micro
General.
(d) PARALLEL TRANSACTION. The transaction between Micro General
and the MGEN Tech Fund I, under which Micro General is purchasing RealEC stock
from that entity in
3
exchange for Micro General stock, is in all material respects governed by terms
and conditions identical to this Agreement.
5. MISCELLANEOUS.
(a) ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement between the parties pertaining to its subject matter and supersedes
all contemporaneous written or oral agreements and understandings of the
parties, either express or implied. The parties agree to execute such further
instruments and to take such further action as may reasonably be necessary to
carry out the intent of this Agreement.
(b) NOTICES. Any notice required or permitted hereunder shall be
given in writing and shall be deemed effectively given upon personal delivery or
three (3) days after deposit in the United States Post Office, by certified mail
with postage and fees prepaid, addressed to the other party at the address
hereinafter shown below his or its signature or at such other address as such
party may designate by ten days' advance written notice to the other party.
(c) ASSIGNMENT. No party may transfer or assign its benefits or
rights or delegate its duties or obligations under this Agreement without the
prior written consent of the other party.
(d) GOVERNING LAW, VENUE AND JURISDICTION. This Agreement shall
be construed in accordance with the laws of the State of Delaware without
reference to choice of law principles, as to all matters, including, but not
limited to, matters of validity, construction, effect or performance.
(e) COUNTERPARTS. This Agreement may be executed simultaneously
in any number of counterparts, each of which shall be deemed to be an original,
but all of which together shall constitute one and the same instrument.
(f) SEVERABILITY. In the event any court, administrative agency
or other governmental entity with appropriate jurisdiction and authority
determines that any term or part of this Agreement is invalid or unenforceable,
the remainder of this Agreement shall remain in full force and effect.
(g) AMENDMENT. This Agreement may be amended only by an
instrument in writing executed by the parties hereto.
(h) WAIVER. All waivers hereunder must be made in writing, and
failure of any party at any time to require another party's performance of any
obligation under this Agreement shall not affect, limit or waive a party's right
at any time to require strict performance of that obligation thereafter. Any
waiver of any breach of any provision of this Agreement shall not be construed
in any way as a waiver of any continuing or succeeding breach of such provision
or waiver or modification of the provision.
(i) ARBITRATION. Any disputes arising between the parties
relating to, arising out of or in any way connected with this Agreement or any
term or condition hereof, or the performance by either party of its obligations
hereunder, whether before or after termination of this Agreement shall be
finally resolved by binding arbitration. Whenever a party shall decide to
institute arbitration
4
proceedings, it shall give written notice to that effect to the other party. Any
arbitration hereunder shall be conducted under the Commercial Arbitration Rules
of the American Arbitration Association. Each such arbitration shall be
conducted by a panel of one or three arbitrators appointed in accordance with
such Rules. Any such arbitration shall be held in Orange County, California,
USA. The arbitrators shall have the authority to grant specific performance, and
to allocate between the parties the costs of arbitration in such equitable
manner as they determine. Judgment upon the award so rendered may be entered in
any court having jurisdiction or application may be made to such court for
judicial acceptance of any award and an order of enforcement, as the case may
be.
(j) ATTORNEYS' FEES. If any action at law or in equity is
necessary to enforce or interpret the terms of this Agreement the prevailing
party shall be entitled to reasonable attorneys' fees, costs, and disbursements
in addition to any other relief to which such party may be entitled.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ MICRO GENERAL CORPORATION
▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
By:
-------------------------------
Name:
-----------------------------
Title:
----------------------------
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ VENTURES, LLC
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇]
By:
-------------------------------
Name:
-----------------------------
Title:
----------------------------
5
