270 Legal [Sample Agreements]

SUBSCRIPTION AGREEMENT

This Subscription Agreement (this “Agreement”) is dated as of December 28, 2007, by and among Artificial Life, Inc., a Delaware corporation (the “Company”), and the Purchasers identified on the signature pages hereto (each, a “Purchaser” and collectively, the “Purchasers”).

RECITALS

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(2) of the Securities Act (as defined below) the Company desires to sell and issue to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company certain securities of the Company, as more fully described in this Agreement.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and the Purchasers agree as follows:

AGREEMENT

1. The Securities. Subject to the terms and conditions herein contained, the Company will issue and sell to the Purchasers: (a) up to Five Million (5,000,000) shares (the “Shares”) of Company Common Stock with a par value of $0.01 (the “Common Stock”) for $1.70 per Share, and (b) warrants in the form attached hereto as Exhibit A (the “Warrants”) to acquire up to Two Million (2,000,000) shares of Common Stock (the “Warrant Shares”). The Shares, the Warrants and the Warrant Shares are sometimes herein collectively referred to as the “Securities.”

The Securities are offered and sold to the Purchasers without such offers and sales being registered under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the “SEC”) promulgated thereunder) ( the “Securities Act”), in reliance on exemptions therefrom. In connection with the sale of the Securities, the Company has made available (including electronically via the SEC EDGAR system) to Purchasers its periodic and current reports, forms, schedules, proxy statements and other documents (including exhibits and all other information incorporated by reference) filed with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Those reports, forms, schedules, statements, documents, filings and amendments that have been filed with the SEC on or after April 2, 2007, are collectively referred to as the “Disclosure Documents.” All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Disclosure Documents (or other references of like import) will be deemed to mean and include all such financial statements and schedules, documents, exhibits and other information which is incorporated by reference in the Disclosure Documents. This Agreement, and any other documents or agreements (including the Warrants) executed in connection with the transactions contemplated hereunder are sometimes herein collectively referred to as the “Transaction Documents.”
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