EXHIBIT 10.19-CE
STOCK PURCHASE AGREEMENT
AGREEMENT made this ____ day of May, 1999, by and between Eberhard
Schoneburg ("Schoneburg") having an address at 000 Xxxxxxxxxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxxx, 00000, and Artificial Life, Inc. ("Artificial Life"), a Delaware
corporation having a principal place of business at Four Xxxxxx Xxxxx, Xxxxx
000, Xxxxxx, Xxxxxxxxxxxxx, 00000.
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., Xxx Xxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 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.
4. Representations and Warranties of the Purchasers. Artificial Life
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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
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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.
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
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Eberhard Schoneburg
ARTIFICIAL LIFE, INC.
By: /s/ Xxxxxx Xxxxxxx
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Name:
Title:
