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Stock Purchase Agreement

 

Source: http://www.sec.gov/

 

                           STOCK PURCHASE AGREEMENT

      AGREEMENT made this      day of May, 1999, by and between Cybermind

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Interactive AG ("Cybermind AG"), a German corporation having a principal place

of business at Am Bersigturm 48, 13507, Berlin, Germany, 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, Cybermind AG owns Five Hundred Ten Thousand (510,000) shares of

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

"Company");

      WHEREAS, Cybermind AG wishes to sell a total of Twenty Thousand (20,000)

shares of Common Stock of the Company to Artificial Life and Artificial Life

wishes to buy from Cybermind AG a total of Twenty Thousand (20,000) Shares from

Cybermind AG;

      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,

Cybermind AG agrees to sell to Artificial Life, and Artificial Life agrees to

purchase from Cybermind AG, Twenty Thousand (20,000) Shares. The parties hereto

agree that the purchase price for the Shares payable by Artificial Life will be

Twenty-five Thousand Dollars ($25,000) (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

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

At the Closing, Cybermind AG will deliver to Artificial Life certificates

representing Twenty Thousand (20,000) Shares, duly endorsed for transfer to the

Purchasers, as appropriate, and the Purchasers will each deliver Cybermind AG a

separate check or wire transfer for Twenty-five Thousand Dollars ($25,000),

representing Artificial Life's full payment of the Purchase Price.

      3. Representations and Warranties of Schoneburg. Cybermind AG 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. Cybermind AG has the right, power and authority to enter into this

Agreement and to perform his obligations hereunder. The representations and

warranties of Cybermind AG shall survive the purchase and sale of the Shares.

<PAGE>

      4. Representations and Warranties of the Purchasers. Artificial Life

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represents and warrants to Cybermind AG 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, Cybermind AG 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

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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.

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    IN WITNESS WHEREOF, Cybermind AG and Artificial Life have caused this

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

above.

                                       CYBERMIND INTERACTIVE AG

                                       By: /s/ Holger timm

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                                       Name:

                                       Title: CEO

                                       ARTIFICIAL LIFE, INC.

                                       By: /s/ Eberhard Shoneburg

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

                                       Name:

                                       Title: