exv10w45





Exhibit 10.45



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


PROMISSORY NOTE




Non-Negotiable, Non-Transferable, Non-Endorsable

Subject to Quota Purchase Agreement




For value received and intending to be legally bound, MOBITEC AB (publ), a company duly
incorporated and organized under the laws of Sweden, with registered office at Ölltorp Industrial
Area, PO Box 97, SE-524 21, Herrljunga, Västra Götaland County, Sweden, enrolled in the Brazilian
Federal Taxpayer’s Registry (CNPJ) under no. “Confidential material redacted and filed separately with the Commission”, (“Maker”) hereby promises to
unconditionally pay, irrevocably and irreversibly, to the order of ROBERTO JUVENTINO DEMORE, a
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”
and LORENA GIUSTI DEMORE, a 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”,
(each hereinafter
referred to as “Payee” and collectively “Payees”) the sum of US$1,950,000 (one million, nine
hundred and fifty thousand US Dollars), or so much thereof outstanding of the total Financed Amount
under Section 2.6 of the Quota Purchase Agreement, together with interest on any unpaid outstanding
principal balance from this date until the date on which this Promissory Note is paid in full at
the rates set forth below.



All capitalized terms used in this Promissory Note shall have the meaning given to them in the
Quota Purchase Agreement entered by and between the aforementioned parties and Mobitec
Empreendimentos e Participações Ltda. on July 22, 2009 (the “Quota Purchase Agreement”), as
applicable.



This Promissory Note represents a guaranty given by the Maker of the payment schedule set forth in
Section 2.3 of the Quota Purchase Agreement. Under the terms of Section 2.5.5 of the Quota Purchase
Agreement, this Promissory Note shall be amended and restated to reflect the adjusted amount after
each Installment of the Financed Amount is paid.



Any outstanding balance shall accrue annual interest at the rate of 5% (five per cent) per annum
from the date hereof until the Settlement Date. Any Skipped Instalment shall accrue a penalty
interest of 9% per annum as per Section 2.3 (b) (ii) of the Quota Purchase Agreement.



No default shall have occurred under the Quota Purchase Agreement or this Promissory Note in the
event the Maker of this Promissory Note elects to skip an instalment, in accordance with the
provisions of Section 2.3(b)(ii) of the Quota Purchase Agreement or in the case of withholding
amounts, pursuant to Section 2.5.5 of the Quota Purchase Agreement. Provided Maker is not in
default of any two or more consecutive payments as



 









 







set forth in the Quota Purchase Agreement which
will cause this Note to be immediately due in full, any and all
outstanding amounts under this Promissory Note shall be due and immediately payable on September
30, 2012. However, in the event the Maker is in default with the payment of two or more successive
instalments, this Promissory Note shall have its due date accelerated to the date of the payment of
the second consecutive instalment not paid for the aggregate amount not paid pending payment.



Maker hereby waives presentment for payment, demand for payment, notice of dishonor, protest and
notice of protest, and any or all other notices or demands in connection with the delivery,
acceptance, performance, default or endorsement of this Promissory Note. The liability of the
Maker hereunder shall be unconditional and shall not be in any manner affected by any indulgence
whatsoever granted or consented to by the Payees hereof, including but not limited to any extension
of time, renewal, waiver or other modification. Any failure of the Payees to exercise any right
hereunder shall not be construed as a waiver of the right to exercise the same or any other right
at any time and from time to time thereafter.



Payees or any holder may accept late payments, or partial payments, even though marked “payment in
full” or containing words of similar import or other conditions, without waiving any of its rights.



No amendment, modification or waiver of any provision of this Promissory Note nor consent to any
departure by Maker therefrom shall be effective, irrespective of any course of dealing, unless the
same shall be in writing and signed by both Payees, and then such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which given. This
Promissory Note cannot be changed or terminated orally or by estoppel or waiver or by any alleged
oral modification regardless of any claimed partial performance referable thereto.



All notices, requests, demands, waivers and other communications between the parties to this
Promissory Note shall be governed by the terms of Article 11 of the Quota Purchase Agreement.



This Note shall be governed by and construed in accordance with the laws of the Kingdom of Sweden
applicable to instruments made and to be performed wholly within that Kingdom. If any provision of
this Note is held to be illegal or unenforceable for any reason whatsoever, such illegality or
unenforceability shall not affect the validity of any other provision hereof.



MAKER AGREES THAT ANY ACTION, SUIT OR PROCEEDING IN RESPECT OF OR ARISING OUT OF THIS NOTE MAY BE
INITIATED AND PROSECUTED EXCLUSIVELY IN THE COURTS LOCATED IN THE MUNICIPALITY OF HERRLJUNGA,
COUNTY OF VÄSTRA GÖTALAND, SWEDEN. MAKER CONSENTS TO AND SUBMITS TO THE EXERCISE OF JURISDICTION
OVER ITS PERSON BY ANY SUCH COURT HAVING JURISDICTION OVER THE SUBJECT MATTER, WAIVE PERSONAL
SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS BE MADE




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BY
REGISTERED MAIL DIRECTED TO MAKER AT ITS ADDRESS SET FORTH ABOVE OR TO THE LAST ADDRESS PROVIDED TO  PAYEES.



IN ANY ACTION, SUIT OR PROCEEDING IN RESPECT OF OR ARISING OUT OF THIS NOTE, PAYEES AND MAKER WAIVE
(I) THE RIGHT TO INTERPOSE ANY SET-OFF OR COUNTERCLAIM OTHER THAN AS SET FORTH IN THE QUOTA
PURCHASE AGREEMENT OF ANY NATURE OR DESCRIPTION, (II) ANY OBJECTION BASED ON FORUM NON CONVENIENS
OR VENUE, AND (III) ANY CLAIM FOR CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES.



São Paulo, July 22, 2009.



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




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