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Stock Purchase Agreement

 

Source: http://www.sec.gov

 

EXHIBIT 10.19-CE

                           STOCK PURCHASE AGREEMENT

      AGREEMENT made this ____ day of May, 1999, by and between Eberhard

Schoneburg ("Schoneburg") having an address at 218 Commonwealth Avenue, Boston,

Massachusetts, 02116, and Artificial Life, Inc. ("Artificial Life"), a Delaware

corporation having a principal place of business at Four Copley Place, Suite

102, Boston, Massachusetts, 02116.

      WHEREAS, Schoneburg owns Four Hundred Ninety Thousand (490,000) shares of

Common Stock, $0.01 par value (the "Shares"), of Cybermind Ventures, Inc. (the

"Company");

      WHEREAS, Schoneburg wishes to sell a total of Four Hundred Ninety Thousand

(490,000) shares of Common Stock of the Company to Artificial Life and

Artificial Life wishes to buy from Schoneburg a total of Four Hundred Ninety

Thousand (490,000) Shares from Schoneburg;

      NOW THEREFORE, in consideration of the premises and of the mutual

covenants and agreements contained herein, and for other good and valuable

consideration mutually exchanged by the parties hereto, the receipt and

sufficiency of which are hereby mutually acknowledged, intending to be legally

bound the parties hereto covenant and agree as follows:

      1. Purchase of the Shares. Upon the terms and conditions set forth herein

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and in reliance upon the representations and warranties set forth below,

Schoneburg agrees to sell to Artificial Life, and Artificial Life agrees to

purchase from Schoneburg, Four Hundred Ninety Thousand (490,000) Shares. The

parties hereto agree that the purchase price for the Shares payable by

Artificial Life will be Fifty Thousand Dollars ($50,000) (the "Purchase Price").

      2. Closing. The purchase and sale of the Shares shall take place at a

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closing (the "Closing") shall take place at the offices of Mintz, Levin, Cohn,

Ferris, Glovsky and Popeo, P.C., One Financial Center, Boston, Massachusetts at

10 o'clock a.m., on May __, 1999 or such other location, date and time as may be

agreed to by the parties (such date and time being called the "Closing Date").

At the Closing, Schoneburg will deliver to Artificial Life certificates

representing Four Hundred Ninety Thousand (490,000) Shares, duly endorsed for

transfer to the Purchasers, as appropriate, and the Purchasers will each deliver

Schoneburg a separate check or wire transfer for $50,000, representing

Artificial Life's full payment of the Purchase Price.

      3. Representations and Warranties of Schoneburg. Schoneburg hereby

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represents and warrants to Artificial Life that he is the record and beneficial

owner of the Shares and has good and marketable title thereto, free and clear of

all pledges, liens, security interests, charges, options, restrictions or other

encumbrances. Schoneburg has the right, power and authority to enter into this

Agreement and to perform his obligations hereunder. The representations and

warranties of Schoneburg shall survive the purchase and sale of the Shares.

<PAGE>

      4. Representations and Warranties of the Purchasers. Artificial Life

         ------------------------------------------------

represents and warrants to Schoneburg that:

      (i)   the execution and delivery of this Agreement by Artificial Life and

            the consummation by Artificial Life of the transactions contemplated

            hereby have been duly authorized by all necessary corporate action

            on the part of Artificial Life;

      (ii)  neither the execution and delivery of this Agreement by Artificial

            Life nor the consummation of the transactions contemplated hereby

            (a) violate, conflict with or result in the breach or termination

            of, or constitute a default under either of the Artificial Life's

            Certificate of Incorporation or its By-laws, or the terms of any

            agreement or instrument to which Artificial Life is a party or by

            which Artificial Life is bound or subject, (b) violate any judgment,

            order, injunction, decree or award against or binding upon

            Artificial Life, or (c) constitute a violation of any applicable law

            or regulation of any applicable jurisdiction;

      5. Indemnification. In consideration of Artificial Life's purchase of the

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Shares, Schoneburg hereby agrees to indemnify, defend and hold Artificial Life

harmless for any claim, liability, obligation, loss, damage, assessment,

judgment, cost and expense (including, without limitation, reasonable attorneys'

and accountants' fees and costs and expenses reasonably incurred in

investigating, preparing, defending against or prosecuting any litigation or

claim, action, suit, proceeding or demand) of any kind or character resulting

from claims, charges, liens, contracts, rights, options, security interests,

mortgages, encumbrances and restrictions of every kind and nature against the

Purchasers arising out of or in any manner relating or attributable to any

inaccuracy in any representation, or any breach of any warranty or covenant

herein.

      6. Miscellaneous.

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      (a) Entire Agreement. This Agreement constitutes the entire agreement of

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the parties hereto with respect to the subject matter hereof and supersedes all

prior agreements and undertakings, both written and oral.

      (b) Assignment. This Agreement shall not be assigned by operation of law

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or otherwise without the prior written consent of the other parties hereto. This

Agreement shall be binding upon the heirs, legatees and devisees, executors,

administrators and legal representatives of the parties, and upon the permitted

assigns of both parties.

      (c) Amendment; Waiver. This Agreement may not be amended or modified

          -----------------

except by an instrument in writing signed by the parties.

      (d) Governing Law. This Agreement shall be governed by, and construed in

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accordance with, the law of The Commonwealth of Massachusetts, without giving

effect to the conflict of law principles thereof.

<PAGE>

      IN WITNESS WHEREOF, Schoneburg and Artificial Life have caused this

Agreement to be executed and delivered under seal as of the date first written

above.

                                     /s/ Eberhard Schoneburg

                                     -----------------------------------

                                     Eberhard Schoneburg

                                     ARTIFICIAL LIFE, INC.

                                     By: /s/ Robert Pantano

                                     -----------------------------------

                                     Name:

                                     Title: