This document is intended for informational purposes and to illustrate the diversity of written agreements only. Agreement Sample Project assumes no liability for the content of this document or for any action or inaction taken as a result of it. It should not be used or relied upon for any purpose, does not represent a recommendation or endorsement and is not a substitute for professional legal advice. No professional relationship is implied or otherwise established by reading this document. You should always seek the advice of your legal professional before taking any action or inaction.

 

 

Stock Purchase Agreement

 

Source: http://www.sec.gov

 

 

                                                                Exhibit 10.21-CE

                           STOCK PURCHASE AGREEMENT

 

      AGREEMENT made this 1st day of November, 1999, by and between Cybermind

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.

 

                                   RECITALS

 

      WHEREAS, Cybermind AG owns Four Hundred Ninety Thousand (490,000) shares

(the "Shares") of the Common Stock, $0.01 par value per share (the "Common

Stock"), of Artificial Life Ventures, Inc. (the "Company"); and

 

      WHEREAS, Cybermind AG wishes to sell all of its shares of Common Stock of

the Company to Artificial Life and Artificial Life wishes to buy such 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

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, the Shares. The parties hereto agree that the

aggregate consideration to be paid to by Cybermind AG for the Shares will be (a)

Seventy-Five Thousand Dollars ($75,000), plus (b) options (the "Options") to

purchase 5,000 shares of the Common Stock, $0.01 par value, of Artificial Life

at an exercise price of $14.50 per share, which Options shall be governed by the

terms and conditions of the Option Agreement between Artificial Life and

Cybermind AG being executed contemporaneously herewith (the "Purchase Price") a

copy of which is attached hereto as Exhibit A (the "Option Agreement").

 

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

closing (the "Closing") at the offices of Mintz, Levin, Cohn, Ferris, Glovsky

and Popeo, P.C., One Financial Center, Boston, Massachusetts at 10 o'clock am.,

on November 1st, 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") or at such

time as Artificial Life tenders the Purchase Price in full. At the Closing,

Cybermind AG will deliver to Artificial Life certificates representing the

Shares, duly endorsed for transfer to Artificial Life, and Artificial Life will

deliver to Cybermind AG by check or wire transfer Seventy-Five Thousand Dollars

($75,000), plus an executed copy of the Option Agreement in full payment of the

Purchase Price.

 

      3. Representations and Warranties of Cybermind AG. Cybermind AG represents

and warrants to Artificial Life that:

 

      (a) It 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 the Option

Agreement and to perform its obligations hereunder and thereunder and that this

Agreement and the Option Agreement constitute legal, valid and binding

obligations of Cybermind AG, enforceable against Cybermind AG in accordance with

their respective terms. The representations and warranties of Cybermind AG shall

survive the purchase and sale of the Shares.

 

      (b) Neither the execution and delivery of this Agreement by Cybermind AG

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 the charter documents of Cybermind AG or the terms of any material

agreement or instrument to which Cybermind AG is a party or by which Cybermind

AG is bound or subject, (b) violate any judgment, order, injunction, decree or

award against or binding upon Cybermind AG, or (c) constitute a violation of any

applicable law or regulation of any applicable jurisdiction.

 

      4. Representations and Warranties of Artificial Life. Artificial Life

represents and warrants to Cybermind AG that:

 

      (a) 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; and

 

      (b) 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 Artificial Life's Certificate of Incorporation or By-laws, or

the terms of any material 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

Shares, Cybermind AG hereby agrees to defend, indemnify against and hold

Artificial Life harmless from 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 Artificial Life arising out of or in any manner relating or

attributable to any inaccuracy in any representation, or any breach of any

warranty or covenant of Cybermind AG herein.

 

      6. Effect of Tender of Purchase Price by Artificial Life. If Artificial

Life tenders the Purchase Price for the Four Hundred Ninety Thousand (490,000)

Shares in full (i.e., a check for $490,000 and a duly executed Option Agreement,

and Cybermind AG does not deliver its certificate for such Shares duly endorsed

within five (5) business days and Artificial Life advises the Company in writing

of this, the Company is hereby authorized to effect such transfer in its Stock

records with

 

the same effect as the receipt of duly endorsed certificates. Thereafter, any

Certificates representing the Shares and registered in the name of Cybermind AG

not delivered shall be null and void.

 

      7. Miscellaneous.

 

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

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

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

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

effect to the conflict of law principles thereof.

 

      (e) Notices. Any notice, request, instruction or other document to be

given hereunder by any party to the others shall be in writing and delivered

personally, sent by reputable overnight courier, sent by registered or certified

mail, postage prepaid, or by facsimile.

 

       if to the Grantee:     Cybermind Interactive AG

                              AM Bersigturm 48

                              13507 Berlin

                              Germany

                              Attention:

                              Fax:

 

       if to the Company:     Artificial Life, Inc.

                              4 Copley Place, Suite 102

                              Boston, Massachusetts 02114

                              Attention: Eberhard Schoneburg, Chairman and

                              Chief Executive Officer

                              Fax: (617) 266-5779

 

or to such other persons or addresses as may be designated in writing by the

party to receive such notice as provided above.

 

 

                            [signature page follows]

 

      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

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

                                     Name: HOLGER TIMM

                                     Title: CEO

 

 

                                     ARTIFICIAL LIFE, INC.

 

                                     By: /s/ Eberhard Schoneburg

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

                                     Name: Schoneburg, Eberhard

                                     Title: CEO