exv10w64w1





Exhibit
10.64.1



	 	 	 	 	 
	Handelsbanken

	 	CONTRACT A
	 	Page
	 

	 	SUPPLEMENTARY OVERDRAFT FACILITY
	1 of 1
	Branch
 Frölunda

	 	For purposes other than
personal consumption
	Facility no. 

258 631 988






	 	 	 
	Borrower

	Name	Civic reg. no/Business org. no.
	 

	MOBITEC AKTIEBOLAG 	 






	 	 	 	 	 
	Normal overdraft facility

	 	Amount granted
	 	Contract date
	 

	 	7 000 000,00
	 	2001-08-28






	 	 	 
	Amount of supplementary facility

	 	SEK (in words)
	 	THREE MILLION FIVE HUNDRED THOUSAND KRONOR
	 	SEK (in figures)
	 	3 500 000,00






	 	 	 	 	 
	Overdraft period

	 	As from — to, inclusive (year, month, day) 

2010-05-01—2010-09-30
	 	In accordance with section 8 of the “General
Terms” for the facility, the Bank can suspend
utilisation of the facility during the overdraft
period and/or terminate the facility.






	 	 	 	 	 	 	 
	Interest
	 	Utilisation
interest rate,
currently % The
interest rate is
subject to special
terms relating to
money market
accounts
	 	Contract interest rate, currently %
	 	The interest is payable as
contract interest on the full
overdraft amount and as
utilisation interest on the
borrower’s debt.
Contract interest is payable in
advance at the commencement of
the facility period.
	
	 	
STIBOR T/N + 3,80
	 	0, 50
	 
	 

	 	
Due dates for utilisation interest every (month, day)

0630, 0930	 






	 	 	 
	The Bank’s undertaking

	 	In addition to the above-mentioned normal overdraft facility, Svenska Handelsbanken AB (publ) allows the borrower to
utilise a supplementary overdraft facility up to the above-mentioned facility amount on the terms and conditions set
out in this contract.
	 
	 	 
	The borrower’s undertaking

	 	The Borrower shall comply with the terms and conditions of this contract, some of which are set out in the “General
terms” for the facility. On expiry of the agreed overdraft period, the borrower shall immediately repay his/her debt
pursuant to the contract. When the borrower’s right to utilise the normal overdraft facility and/or supplementary
facility has expired, the borrower must immediately return unused cheques and any other instruments used for
operation of the account.






	 	 	 	 	 
	Signature	 	I/We confirm that I/we
have read all pages of the contract including the “General terms” for the facility.
	 
	 	 	 	 
	 

	 	Date

2010-03-25
	 	Date

2010-03-25
	 
	 	 	 	 
	 

	 	Borrower

Mobitec AB
	 	Svenska Handelsbanken AB (publ)
	 
	 	 	 	 
	 

	 	/s/ Agne Axelsson
	 	/s/ Catarina Berntsson
	 

	 	 
	 	 
	 

	 	Agne Axelsson
	 	Catarina Berntsson

















 





			
	Handelsbanken
	 	Page 1 of 3






GENERAL TERMS CONTRACT A — Supplementary credit for purposes other than personal consumption,
applying from 21 December 2009





	1.	 	General terms for accounts held with Handelsbanken
	 
	 	 	The borrower disposes of the account in accordance with the terms applying to the account to which
the overdraft facility is linked. The Bank may withdraw funds from the account if the borrower has
ordered this or has approved that the account may be debited.
	 
	 	 	The Bank may also debit the account with amounts corresponding to interest, charges and costs which
are associated with the account. In addition, the Bank may debit the account with amounts
corresponding to charges, costs and outlays for orders effected on behalf of the borrower and for
payment of other due claims which the Bank has on the borrower.
	 
	 	 	When the Bank is entitled to debit the account as stated in the previous paragraph, this may also
be done as at a day which is a public holiday or equivalent day. It is the duty of the borrower to
ensure that a sufficiently large amount is available on the account when the debit occurs. If the
borrower dies during the contract period, the estate of the deceased may not increase the debt on
the account without the consent of the Bank.
	 
	2.	 	Interest
	 
	 	 	The borrower shall pay utilisation interest to the Bank at an annual rate computed on the overdraft
amount outstanding at any time, plus contract interest on the granted overdraft amount. The
utilisation interest is calculated at the interest rate and on the grounds which the Bank applies
to this type of facility from time to time. The interest rates applying when the facility was
provided are set out in the contract. If different interest rates are applied for utilisation
interest in different ranges of the overdraft amount, this is indicated on page one with the
interest rates applying when the contract was entered into.
	 
	 	 	In the event of an extension of the facility, additional contract interest is payable for each
period of extension, this being payable in advance for the period concerned.
	 
	 	 	The borrower is liable for contract interest for the period until the end of the overdraft period
set out in the contract, without any obligation for the Bank to make a refund if the contract
should be terminated before then.
	 
	3.	 	Overdrafts
	 
	 	 	If the borrower’s debt to the Bank under this contract exceeds the amount granted, the borrower
shall upon demand pay the difference. In this case, the borrower shall also pay interest on the
overdrawn amount at the rate and on the grounds applied by the Bank at any time, as well as an
unauthorised overdraft fee as set out in section 5 below.
	 
	 	 	Unauthorised overdrafts also entitle the Bank to terminate the facility for repayment and/or
suspend utilisation of the facility in advance. In this case the provisions in section 8 will
apply.
	 
	4.	 	Penalty interest
	 
	 	 	If payment of principal, interest and/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
utilisation interest rate applying to the facility, plus five percentage points or, when the entire
facility is overdue, one percentage point.
	 
	5.	 	Charges and costs
	 
	 	 	The account is subject to charges according to the terms generally applied from time to time by the
Bank. Particulars of current charges are available at any of the Bank’s branches.
	 
	 	 	The borrower
shall reimburse the Bank for the costs and work associated with obtaining, maintaining and
utilising the security agreed upon, as well as with the lodging of proof and collection  of the
Bank’s claim on the borrower or on any other party liable for
payment thereof. The Bank’s written payment reminders
shall thus also be reimbursed.
	 
	6.	 	Order of debt settlement
	 
	 	 	When payment is made, the Bank is entitled to deduct the charges, costs and interest due on the
facility before settling the principal amount.
	 
	7.	 	Facility period
	 
	 	 	The facility period for the supplementary overdraft facility is set out in the contract and will
not be extended. If the Bank does not grant an extension of the normal overdraft facility or if the
normal overdraft facility is terminated for payment in advance, the supplementary overdraft
facility shall be due for payment at the same time as the normal overdraft facility irrespective of
whether the agreed facility period for the supplementary overdraft facility is longer or the
supplementary overdraft facility has not been subject to separate notice of termination.
	 
	8.	 	The Bank’s right to terminate the facility and/or suspend utilisation of the facility
	 
	 	 	The Bank may terminate the facility for payment immediately or at any time determined by the Bank
and suspend utilisation of the overdraft facility, if any of the following circumstances should
apply:






	 	•	 	the borrower has failed to meet his obligations under this contract or otherwise to the Bank,
	 
	 	•	 	the borrower has used the account improperly in a manner set out under Section 3,
	 
	 	•	 	the collateral 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 to
the Bank.






	 	 	If any of the circumstances set out above are present, the Bank is entitled, regardless of whether
termination has been made, to immediately suspend the right to utilise the facility further.



If the
Bank has terminated the facility in accordance with this section, the borrower shall immediately
return unused cheques and other instruments for operating the account.
	 
	9.	 	Closing bill and refund
	 
	 	 	When the agreed overdraft period has expired or when the facility is payable in advance pursuant to
section 3, 7 or 8, the Bank shall prepare a closing bill.
	 
	 	 	The borrower must immediately pay the debt according to the closing bill.
	 
	10.	 	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 assignor 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.
	 
	11.	 	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 terminate the facility for immediate payment in accordance with
section 8 and/or the right to immediately suspend utilisation of the facility in accordance with
section 8.
	 
	12.	 	Right of guarantor and pledger to prevent extension of overdraft period
	 
	 	 	A guarantor is not entitled to terminate his guarantee and a pledger may not revoke his mortgage.




 









 











			
	Handelsbanken
	 	Page 2 of 3







	 	 	However, any guarantor or pledger may separately, not later than six weeks before the due date of
the facility, request in writing that the Bank shall not extend the facility. 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
facility shall not be extended but nevertheless extends the facility, the guarantee or pledge
provided by the party making such request ceases to be valid. 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.
	 
	13.	 	Sequence of utilisation of security
	 
	 	 	If the borrower fails to meet his obligations under the contract, the Bank may determine the
sequence in which the securities (pledges, guarantees, etc.) shall be utilised.
	 
	14.	 	General right of pledge
	 
	 	 	Property pledged by the borrower in this contract 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.
Such other obligation must have arisen before the borrower’s obligations under this contract have
been met. 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 22.
	 
	 	 	Property thus pledged shall not, however, by reason of the pledge, constitute security for the
borrower’s obligations on account of 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 property thus
pledged secure any other claims on the borrower which the Bank has acquired or may acquire from a
third party.
	 
	15.	 	Yield on property pledged
	 
	 	 	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 of the Bank to participate in
bonus issues, new issues and other issues for which the shares qualify. As stated in section 16,
the Bank is, however, not liable for ensuring that such rights are safeguarded. Where this
nevertheless occurs, the Bank is accountable to the pledger.
	 
	16.	 	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 net assets, etc.
	 
	17.	 	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 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.
	 
	18.	 	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.
	 
	19.	 	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.
	 
	20.	 	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.
	 
	21.	 	Payment by the 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.
	 
	22.	 	Guarantor’s right to pledges
	 
	 	 	If a guarantee has been signed on this contract, the following shall apply with regard to the
guarantor’s right to pledges in this contract by the borrower alone or jointly with another:
	 
	 	 	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 contract.
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 contract, without thereby reducing the liability of any guarantor.
	 
	23.	 	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 exercise his
right to a pledge under section 22 only when the Bank has received payment in full for its claim
under this contract. If the guarantor 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 17 shall apply in this connection.
	 
	24.	 	Property pledged by a party other than the borrower
	 
	 	 	Property pledged on this contract by a party other than the borrower shall constitute security only
for the borrower’s obligations under this contract, unless otherwise agreed.
	 
	 	 	Without any reduction of the Bank’s right to property which a party other than the borrower has
pledged on this contract, the Bank is entitled to release property pledged by the borrower or any
other party, which has not been pledged on this contract, as well as the yield on such property.
The Bank is also entitled to release the yield on property pledged on this contract by the




 









 











			
	Handelsbanken
	 	Page 3 of 3







	 	 	borrower or any other party, if the yield is due for payment but is not required to cover interest
or costs due under the contract.
	 
	25.	 	Cancellation of the contract
	 
	 	 	The contract will be cancelled one month after the overdraft has been repaid in full, unless the
borrower has asked in advance for it to be returned.
	 
	26.	 	Insurance
	 
	 	 	Property which constitutes security for the Bank’s claim shall be satisfactorily insured.
	 
	 	 	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.
	 
	27.	 	Processing of personal data
	 
	 	 	Personal data submitted 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 includes information about
contacts between the borrower and the Bank.
	 
	 	 	This promissory note contains special information on the processing of data for credit references.
	 
	 	 	The personal data is also used for marketing and customer research, business and methods
development and risk management in the Handelsbanken Group. Risk management also involves
processing information on the borrower and loans to assess the quality of loans for purposes of
capital adequacy.
	 
	 	 	The personal data is 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 collaborates in its operations.
	 
	 	 	If the borrower requires information about the personal data about him/her which is being processed
by the Bank, the borrower can request this in writing from his/her 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-106 70 Stockholm, Sweden. The above statements
regarding borrowers also apply to guarantors, if any, or pledgers other than the borrower.
	 
	28.	 	Notices, etc.
	 
	 	 	The borrower, guarantors and pledgers shall notify the Bank of any changes of address, telephone
number or fax number. Registered letters regarding the overdraft facility 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 fax shall be deemed to have reached the addressee no later than the next business
day if the fax message was sent to a number which the addressee has submitted to the Bank. A
business day is a day other than a Sunday, public holiday, Saturday, Midsummer’s Eve, Christmas Eve
or New Year’s Eve.
	 
	 	 	These provisions do not apply to notices renewing periods of limitation.
	 
	29.	 	Limitation of the Bank’s liability
	 
	 	 	The Bank shall not be held responsible for any loss or damage resulting from a legal enactment
(Swedish or foreign), the intervention of a public authority (Swedish or foreign), an act of war, a
strike, a blockade, a boycott, a 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 standards of care. The Bank shall in no case be liable for indirect
damage.
	 
	 	 	Where a circumstance as referred to in the first paragraph should prevent the Bank from making a
payment or taking other measures, such payment or measures may be postponed until the obstacle no
longer exists. In the event of a postponement of payment the Bank shall, if it is committed to pay
interest, pay such interest at the interest rate prevailing on the due date for the postponed
payment. Where the Bank is not committed to pay interest, the Bank shall not be obliged to pay
interest at a higher rate than the prevailing reference rate of Sveriges Riks-bank pursuant to the
Section 9 of the Interest Act (1975:635), plus two percentage points. 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.