exv10w44w1





Exhibit 10.44.1



“Confidential Treatment Requested. Confidential portions of this document have been redacted and filed separately with the Commission.”






PROMISSORY NOTE



MOBITEC EMPREENDIMENTOS E PARTICIPAÇÕES LTDA., a limited liability company duly incorporated and
organized under the laws of the Federative Republic of Brazil, with registered office in the city
of São Paulo, State of São Paulo, at Rua Fernando de Albuquerque, no. 31, Conjunto 71, Consolação,
Zip Code 01309-030, herein represented by Marcelo Duarte, a Brazilian citizen, single,
entrepreneur, bearer of identity card RG no. “Confidential material redacted and filed
separately with the Commission.” and enrolled with the Individual Taxpayers’ Register (CPF)
under no. “Confidential material redacted and filed separately with the Commission.”,
resident and domiciled in the City and State of São Paulo, with commercial address at Rua Fernando
de Albuquerque, no. 31 — Suite 71 — Consolação — ZIP CODE 01309-030, in the city and state of São
Paulo, duly enrolled in the Federal Taxpayer’s Registry (CNPJ) under no. “Confidential material
redacted and filed separately with the Commission.” (hereinafter referred to simply as the
“Purchaser”), hereby unconditionally undertake to pay, irrevocably and irreversibly, to the order
of ROBERTO JUVENTINO DEMORE, Brazilian citizen, married, entrepreneur, resident and domiciled in
the City of Caxias do Sul, State of Rio Grande do Sul, at Rua Antonio Prado, 10, apt. 701, Bairro
Exposição, bearer of the Identity Card RG no. “Confidential material redacted and filed
separately with the Commission.” and enrolled in the Individual Taxpayers’ Register (CPF) under
no. “Confidential material redacted and filed separately with the Commission.” (hereby
referred to simply as the “Beneficiary”), the Effective Date Amount not paid as per Section 2.5 of
the Quota Purchase Agreement executed by the partiers on July 22, 2009, on the due date upon
presentation of this Promissory Note, in which case the Beneficiary will be entitled only to
receive the amount not paid, as per the Quota Purchase Agreement.



The aggregate Effective Date Amount for the purposes of this Promissory Note is US$1,000,000 (one
million United States dollars).



All capitalized terms used in this Promissory Note shall have the meaning given to them in the
Quota Purchase Agreement, as applicable.



This Promissory Note represents the guaranty and covenant made by the Purchaser to comply with the
payment to the Beneficiary of the Effective Date Amount as set forth in Section 2.3 (a) of the
Quota Purchase Agreement entered on July 22, 2009 by and among the aforementioned parties.



The Beneficiary may only claim for the Effective Date Amount not paid as per the terms and
conditions of the Agreement.



Under the terms of Section 2.5 of the Quota Purchase Agreement this Promissory Note is issued as a
pro solvendo guarantee, and is not negotiable, transferable or endorsable by the Beneficiary.




 









 







This Promissory Note constitutes a Schedule to the Quota Purchase Agreement entered in July 22,
2009 by and among the abovementioned parties, and forms an integral part of the Quota Purchase
Agreement.



As a result of the execution of the First Amendment to the Quota Purchase Agreement entered into in
August 31, 2009 by and among the abovementioned parties, among others, this Promissory Note shall
replace for all legal purposes the promissory note issued by the Purchaser on behalf the
Beneficiary and Lorena Giusti Demore on July 22, 2009 and shall constitute a Schedule to the
Amendment to the Quota Purchase Agreement, representing an integral part of the Quota Purchase
Agreement as of its execution, as amended.



The promissory note issued on July 22, 2009 on behalf of the Beneficiary and Lorena Giusti Demore
is hereby expressly revoked, becoming null and void.



São Paulo, August 31, 2009.




	 	 	 	 
	 	 
	By:  	/s/ Marcelo Duarte
 	 
	 	MOBITEC EMPREENDIMENTOS E PARTICIPAÇÕES LTDA. 	 
	 	p. Marcelo Duarte

Administrator 	 
	 
	By co-signature to the issuer:

 	 
	/s/ Oliver Andreas Wels
 	 
	MOBITEC AB (publ) 	 
	Oliver Andreas Wels 	 
	 




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