exv10w15





Exhibit 10.15




	 	 	 	 	 
	 

	 	INSTRUMENT OF DEBT A	 	 
	Handelsbanken

	 	Loan
for purposes	 	 
	Branch

	 	other
than personal
	 	Loan no
	Frolunda

	 	consumption
	 	 






	 	 	 	 	 
	Borrower

	 	Name
	 	Civic registration/business

organisation No
	 

	 	MOBITEC AKTIEBOLAG
	 	556546-6793






	 	 	 
	Loan amount

	 	SEK (in words)

FOUR MILLION FIVE HUNDRED THOUSAND KRONOR
	 
	 	 
	 

	 	SEK (in figures)

4,500,000.00






	 	 	 	 	 	 	 
	Interest

	 	Current interest rate %
	 	Interest from (year, month, day)
	 

	 	7.00	 	 	08-07-04
	 
	 	 	 	 	 	 
	Due date	 	Year, month, day
	 	 	2008-06-30






	 	 	 	 	 
	Period of
extension, if any

	 	No. of months


1
	 	Any specified
extension period
according to
section 6 is
applicable if the
loan has not been
terminated in
accordance with
section 8 of the
“General Terms” for
the loan.
	 
	 	 	 	 
	Automatic payments

	 	Account no


	 	If an account
number is
specified, this
implies agreement
to the effect that
amounts due shall
be paid by
withdrawal of funds
by the Bank from
this account in
accordance with
section 4 of the
“General Terms” for
the loan.






	 	 	 
	Borrower’s
undertaking

	 	The borrower shall pay to Svenska Handelsbanken AB (publ) or pay to
the party to which Svenska Handelsbanken AB (publ) has assigned or
pledged its claim (“order”), the loan amount including interest,
charges and costs in accordance with the terms of this Instrument of
Debt, some of which are reproduced in the “General Terms” for the
loan.
	 
	 	 
	Signature

	 	I/We confirm that I/we have read all the pages of the Instrument of
Debt and the “General Terms” for the loan.
	 
	 	 
	 

	 	Date
	 

	 	          2008-07-03
	 
	 	 
	 

	 	Borrower
	 
	 	 
	 

	 	Mobitec Aktiebolag






	 	 	 	 	 
	 

	 	/s/ Agne Axelsson	 	 
	 

	 	 	 	 
	 

	 	Agne Axelsson
	 	 
	 

	 	 	 	 
	 

	 	 	 	 
	 

	 	/s/ Oliver Wels	 	 
	 

	 	 	 	 
	 

	 	Oliver Wels
	 	 






	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 
	 	 
	 

	 	 
	 	 	 	 



















 





			
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GENERAL TERMS FOR INSTRUMENT OF DEBT A — Loan for purposes other than personal consumption, applying from January 20, 2005





	1.	 	Interest
	 
	 	 	Interest is calculated at the interest rate and on the grounds which the Bank applies to this
type of loan from time to time. The interest rate applying when the loan is made is set out on
page one






	2.	 	Penalty Interest on overdue payments/delayed payments fee
	 
	 	 	If payment of principal, interest or charges is not effected when due, the borrower shall pay
special annual penalty interest on the overdue amount until payment is made. On amounts not
overdue, the usual interest rate continues to apply
	 
	 	 	Penalty interest is calculated at the interest rate applying to the loan, plus five percentage
points or, when the entire loan is due, one percentage point.
	 
	 	 	In addition to penalty interest as above, a delayed payment fee is payable as applied by the
Bank at any time.






	3.	 	Charges and costs
	 
	 	 	Charges and costs pertaining to the loan are debited as generally applied by the Bank at any
time. Upon request, the Bank will provide information about the current charges. The borrower
shall reimburse the Bank for the costs and work associated with obtaining, maintaining and
utilising the agreed security and also for lodging of proof and collecting the Bank’s claims on
the borrower or on any other party liable for payment thereof. The Bank’s written payment
reminders shall thus also be reimbursed.






	4.	 	Automatic payments
	 
	 	 	Where it is agreed that amounts due shall be automatically withdrawn from an account which the
borrower maintains with the Bank, such withdrawals are made on the due date. The agreed due
date shall then apply even if it falls on a day which is a public holiday or equivalent.
	 
	 	 	The borrower shall ensure that sufficient funds are available in the account on the day before
the due date. When the funds in the account are insufficient to cover the amount due, the Bank
may later make further attempts to transfer the funds according to the [ILLEGIBLE] applied by
the Bank at any time and/or temporarily omit to debit the account. If the Bank debits the
account when there are insufficient funds, the Bank is subsequently permitted to reverse the
transaction.






	5.	 	Order of debt settlement
	 
	 	 	When payment is made, the Bank in entitled to deduct all the charges, costs and interest due on
the loan before settling the principal amount.






	6.	 	Extension of loan period
	 
	 	 	If the Bank grants an extension of the loan period and nothing is stated to the contrary in
that connection, the loan period will be extended by the number of months set out on page one
each time such extension is granted.






	7.	 	Definition of a pledge etc
	 
	 	 	‘Pledge’ also refers to property that is included in a floating charge on assets. The term
‘pledger’ also refers to an as signor of floating charge, ‘pledging’ also refers to assignment
of the floating charge and ‘pledge deed’ also refers to deeds associated with a floating charge
and pledge claims.






	8.	 	The Bank’s right to terminate the loan for payment in advance
	 
	 	 	The Bank is entitled to terminate the loan for payment at any time determined by the Bank, if
any of the following circumstances should apply






	 	•	 	the borrower has not fulfilled his obligations to the Bank pursuant to the instrument
of debt or in other respects,
	 
	 	•	 	the security for the loan or for other obligations of the borrower towards the Bank is
no longer satisfactory
	 
	 	•	 	there is reasonable cause to assume that the borrower will not meet his payment
obligations towards the Bank according to the instrument of debt or in other respects.






	9.	 	Right of guarantor and pledger to prevent extension of loan period
	 
	 	 	A guarantor is not entitled to terminate his guarantee and a pledger may not revoke his pledge.

	 
	 	 	However, guarantors and pledgers may individually request in writing not later than six weeks
before the due date of the loan that the Bank shall not extend the loan. Such request may imply
that the guarantor becomes forced to pay by virtue of his guarantee, or that the Bank utilises
a pledge.
	 
	 	 	If the Bank within the period set out in the preceding paragraph has received a request that
the loan shall not be extended but nevertheless extends the loan, the guarantor or pledge
provided by the party making such request causes to be valid six months after the Bank has
received the request. This does not apply, however, if the Bank, due to the borrower’s
negligence, before expiry of the aforementioned time period, has commenced legal proceedings
against the party who has opposed an extension or has commenced negotiation with this party
concerning the guarantee commitment or pledge.






	10.	 	The Bank’s right to sell pledged financial instruments
	 
	 	 	If the security for the loan consists in full or in part of financial instruments and if the
value for borrowing purposes assigned by the Bank declines, implying that the security is no
longer satisfactory, the borrower must at the request of the Bank immediately provide
additional security. If such security is not provided or if the Bank is unable to contact the
borrower within a reasonable period of time, the Bank has the right, but not the obligation, to
sell the required portion of the financial instruments. The proceeds shall be deposited to an
interest bearing account and continue to constitute a pledge for the loan. That which is stated
above does not restrict the Bank’s right to demand repayment of the loan pursuant to section 8.






	11.	 	General right of pledge
	 
	 	 	Properly pledged by the borrower in this instrument of debt shall also constitute security for
any other obligations towards the Bank for which the borrower is or may in the future be liable
in his capacity as borrower, principal account-holder, guarantor or otherwise as customer of
the Bank. The obligations shall have arisen before the instrument of debt has been repaid. The
Bank shall determine in which order the obligations are to be settled out of the proceeds of
the pledge. However, account must be taken of the right of guarantors according to section 20
	 
	 	 	Property thus pledged shall not however by reason of the pledge, constitute security for the
borrower’s obligations based on bills of exchange which have been discounted, or which may be
discounted at the Bank by a third party, unless they concern the renewal of bills, or have
otherwise replaced bills originally discounted by the borrower. Neither shall the properly thus
pledged secure any other claims, on the borrower which the Bank has acquired or may acquire
from a third party.






	12.	 	Sequence of utilisation of security
	 
	 	 	If the borrower fails to meet the obligations under the instrument of debt, the Bank may
determine the sequence in which the security pledges guarantees, etc) shall be utilised






	13.	 	Yield on pledge, etc
	 
	 	 	Yield and all other rights based on the pledge are also covered by the pledging and constitute
a pledge. Thus, the pledging of shares, for example, includes the right for the Bank to
participate as bonus issues, new issues, or other issues for which the shares quality. As
stated in section 14, the Bank is, however, not liable for ensuring that such rights are safe-






 









 








			
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	 	guarded.	 	Where this nevertheless occurs, the Bank is accountable to the pledger.






	14.	 	Safeguard by the Bank of the pledge
	 
	 	 	The Bank has a duty to take good care of the pledge.
	 
	 	 	Where appropriate, the Bank shall renew limitation periods and lodge proof of claim in case of
summons of unknown creditors and also in bankruptcies, where the pledger so requests after
commencement of the bankruptcy. Where announcement has been made regarding the cancellation of
a pledged document, the Bank shall give notice that it holds the document. However, the Bank is
not obliged to take any of these measures regarding certificates of claim consisting of coupons
or which are intended for the open market such as bonds, or to which Swedish law does not
apply.
	 
	 	 	The Bank is not obliged to maintain personal liability for payment in respect of mortgaged
instruments of debt.
	 
	 	 	The Bank’s safeguard of the pledge does not extend beyond what has been stated above. Thus the
Bank is not, for example, as far as securities are concerned, obliged to collect dividends and
interest or observe the pledger’s rights in connection with issues, exchanges of shares,
conversions distributions of the net assets, etc.






	15.	 	How a pledge may be utilised by the Bank
	 
	 	 	The Bank may utilise a pledge as the Bank deems fit. In this respect, the Bank shall proceed
with care and, where possible and if in the opinion of the Bank it can be accomplished without
prejudice to the Bank, notify the pledger to this effect in advance.
	 
	 	 	When applying the above, a pledged financial instrument can be sold in a different way than on
a market where the instrument is registered or is normally traded.
	 
	 	 	If the pledge consists of funds deposited in an account with the Bank, the Bank may immediately
debit the account in reimbursement of the amount due, without informing the pledger in advance.
	 
	 	 	Should the pledge consist of an instrument of debt, for which the pledger is liable personally
or with certain property, the instrument is, with respect to the pledger, due for payment on
demand, regardless of the due date stipulated in the instrument.






	16.	 	The Bank’s right to sign on behalf of the pledger
	 
	 	 	Through his pledging, the pledger authorises the Bank, or anyone appointed by the Bank, to sign
on behalf of the pledger, where this is necessary in order to safeguard the Bank’s right of
pledge. This authorisation may not be revoked as long as the pledging is in force.






	17.	 	Release of pledge
	 
	 	 	The Bank may release pledges without being bound to observe any right to the pledge which may
accrue to a guarantor who has made payment to a party other than the Bank by virtue of his
guarantee.






	18.	 	Transfer of unpledged deeds of mortgage
	 
	 	 	When the Bank no longer holds the pledge and has not been informed of a new pledge-holder or
received a request that a written deed of mortgage shall be issued, the Bank is entitled to
transfer an electronic deed of mortgage to the National Land Survey’s register of mortgages for
which no other mortgage-holder is registered, known as the Public Archive.






	19.	 	Payment by guarantor
	 
	 	 	If a guarantor makes payment to the Bank on account of his guarantee, he shall specifically
notify the Bank that he is paying in his capacity as guarantor and request that this fact be
noted by the Bank.






	20.	 	Guarantor’s right to pledges
	 
	 	 	If a guarantee has been signed on this instrument of debt the following shall apply with regard
to the guarantor’s right to pledges in this instrument by the borrower alone or jointly with
another party.
	 
	 	 	The pledge shall constitute security for the guarantor’s claim for recourse against the
borrower to the extent that it is not utilised by the Bank for the borrower’s obligations under
this instrument. When the pledge constitutes security for the right of recourse of several
guarantors, they shall have rights to the pledge in proportion to the right of recourse of each
of them, unless they agree otherwise in relation to the Bank, a guarantor is not entitled to
any other property which has been pledged to the Bank by the borrower or another party.
	 
	 	 	The Bank may release yield from the pledge which is not required for payment of amounts due
under this instrument, without thereby reducing the liability of any guarantor.






	21.	 	How the pledge may be utilised for a guarantor’s right of recourse
	 
	 	 	Where a guarantor has made payment to the Bank by virtue of his guarantee, he may make use of
his right to a pledge under section 20 only when the Bank has received payment in full for its
claim under this instrument. If he wishes to exercise this right, the Bank is entitled to
choose between releasing the pledge to the guarantor or utilising the pledge on behalf of the
guarantor Section 15 shall apply in this connection






	22.	 	Cancellation of the instrument of debt
	 
	 	 	The instrument of debt will be cancelled one month after the loan has been repaid in full,
unless the borrower has asked in advance for it to be returned






	23.	 	Insurance
	 
	 	 	Property which constitutes security for the Bank’s claim shall be satisfactorily insured with
an insurer approved by the Bank. If the borrower fails to show proof that insurance as
prescribed above is in force, the Bank shall be entitled to arrange for such insurance at the
borrower’s expense.






	24.	 	Processing of personal data
	 
	 	 	Personal data submitted to the Bank in connection with a credit application or otherwise
registered in connection with processing or administration of this credit will be subject to
such processing in computer systems at the Bank as required by the credit agreement. This
included information about contacts between the borrower and the Bank.
	 
	 	 	The personal data are also used for marketing and customer research, business and methods
development and risk management in the Handelsbanken Group Risk management also involves
processing of information on the borrower and loans to assess the quality of loans for purposes
of capital adequacy.
	 
	 	 	The personal data are also used for marketing purposes, unless the borrower has requested a
block on direct advertising from the Bank. The processing of personal data can — within the
framework of current bank confidentiality regulations — take place with other Group companies
and other companies with whom the Bank co-operates in its operations.
	 
	 	 	If borrowers want to receive information about their personal data which is being processed by
the Bank, they can request this in writing from their respective branch of the Bank. Requests
to correct incomplete or incorrect personal data can be made at the Bank branch or sent to
Handelsbanken, Central auditing department, SE-10670 Stockholm.
	 
	 	 	The above statements regarding borrowers also apply to guarantors, if any, or other pledgers
than the borrower.






	25.	 	Notices etc.
	 
	 	 	The borrower, guarantor and pledger shall notify the Bank of any changes of address, phone
number and tax number Registered letters regarding the loan which the Bank has forwarded to any
of the parties mentioned above shall be deemed to have reached the addressee not later than on
the seventh day after despatch if the letter has been sent to the address which is known to the
Bank Notices sent by tax shall be deemed to have reached the addresses no later than the next
business day if the tax message was sent to a number which the addresses has submitted to the
Bank. A business day is a day other than Sunday, public holiday, Saturday, Midsummer’s Eve,
Christmas Eve or New Year’s Eve.
	 
	 	 	The provisions do not apply to notices renewing limitations periods.




 









 











			
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	26.	 	Limitation of the Bank’s liability
	 
	 	 	The Bank shall not be held responsible for any loss or damage resulting from a Swedish or
foreign legal enactment. Intervention of a public authority, act of war, strike, blockade
boycott, lockout or any other similar circumstance. The reservation in respect of strikes,
blockades, boycotts and lockouts applies even if the Bank itself is subjected to such measures
or takes such measures.
	 
	 	 	Any damage which occurs in other circumstances shall not be compensated by the Bank, provided
the Bank has exercised normal care. The Bank is in no case responsible for indirect damage.
	 
	 	 	Where a circumstance as referred to in the first paragraph should prevent the Bank from
receiving payments, the Bank shall, as long as the obstacle exists, be entitled to interest
only on the terms prevailing on the due date of the payment.