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EXHIBIT I
Contract of Sale
between
bmp Mobility AG Venture Capital
represented by its chief executive officer Xxxxxx Xxxxxxxx,
Xxxxxxxxxxxxxxxxx 00, 00000 Xxxxxx,
(hereinafter "Seller")
and
ANB Alster Neue Beteiligungs GmbH & Co. KG,
represented by its managing director Xx. Xxxx Xxxxx,
Xxxxx Xxxx 00, 00000 Xxxxxxx,
(hereinafter "Buyer")
Preamble
The Seller holds shares in the company Semiconductor Laser International
Corporation - (hereinafter referred to as "Company"), registered under laws of
the State of Delaware and with residence in Binghamton in the State of New York.
Article 1 - Subject-matter of Sale
(1) The Seller is the owner of
2,372,650 Common stocks
1,000,000 Convertible Preferred Stocks
500,000 Warrants.
(2) The common stocks and the convertible preferred stocks are deposited with
Dresdner Bank AG in Berlin.
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(3) The Seller sells to the Buyer the shares and the warrants specified in the
preceding paragraph.
Article 2 - Selling Price
The selling price is
for the common shares US-$ 925,333.50
for the convertible preferred shares US-$ 1,950,000.--
for the warrants US-$ 0.--
total US-$ 2,875,333.50
and is to be transferred into an account to be named by the Seller until
November 30, 2000.
Article 3 - Warranty
(1) The Seller warrants that he is the owner of the shares and that these shares
have neither been pledged nor otherwise encumbered; the shares have not been
attached nor otherwise confiscated.
(2) The Seller gives no warranty in respect of the value of the share or the
financial circumstances of the Company and in respect of other circumstances and
facts which are not mentioned in the preceding paragraph.
(3) The Buyer is aware of all agreements entered into between the Seller and the
Company which are related to the shares and warrants and of their contents and
of all conditions relating to the shares and warrants. The Buyer will receive
copy of all relevant documents.
(4) The Buyer is also aware, that a conversion of preferred stocks in common
stocks will bring the Buyer in the position of a controlling shareholder. The
operating business of the company might be of importance for the national
security of the US. Therefore the conversion might be governed by the Exon-
Xxxxxx-Amendment, which gives the federal government to review the conversion
of the preferred stocks.
Article 4 - Transfer of the Subject-Matter of the Sale
(1) The Seller assigns to the Buyer who accepts the same his rights arising
from the shares alongside the right to share in profits ab initio as well as
other rights which are attached to the shares or which were stipulated by the
company in favour of the Seller, the warrants and all other rights, titles and
claims which the seller has obtained in context with acquiring and holding the
shares and warrants and being a shareholder of the company without restriction
to rights, claims and titles stipulated in a contract; this does also include
claims and actions against third persons besides the company.
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(2) The Seller will - if necessary or expedient endorse the stock and warrant
certificates in favour of the Buyer.
(3) The Seller empowers the Buyer to notify the Company and the other
shareholders of the transfer of the shares and of the warrants and to take all
steps which are necessary or expedient to effect the transfer of the shares and
warrants. This does also include the reporting of the transfer of the shares
and the warrants to the SEC.
(4) Immediately after concluding this contract the seller will instruct Dresdner
Bank AG in Berlin to transfer the shares to a deposit account named by the
Buyer.
(5) The Seller empowers the Buyer to exercise the rights associated with the
shares even prior to the passing of these rights.
Article 5 - Miscellaneous
(1) The Buyer bears the costs and expenses arising out of concluding and
performing this contract.
(2) This Contract and its performance is governed by German law. In a case of
contradiction between German Law and peremptory provisions of the laws of the
United States of America or its states the latter shall prevail.
(3) Place of performance and court of jurisdiction for all claims arising from
this Contract is Frankfurt/Main (Germany).
(4) This document contains the entire agreement; there are no stipulations,
warranties and representations outside this document either in oral or in other
form.
(5) Amendments and supplements to this Contract must be made in writing. This
also applies to any amendment of the agreement on the written form.
(6) Should individual provisions of this Contract be wholly or partly invalid or
unenforceable, this shall not affect the validity or enforceability of the
Contract otherwise. Instead of the invalid or unenforceable provision, a valid
and enforceable provision should take effect which comes closest to the economic
intention of the parties in the invalid provision.
Berlin, date 15.02.2000
/s/ XXXXXX XXXXXXXX
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Seller, Xxxxxx Xxxxxxxx
Hamburg, date 15.02.2000
/s/ XX. XXXX XXXXX
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Buyer, Xx. Xxxx Xxxxx
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