exv10w41







EXHIBIT 10.41




	 	 	 
	Handelsbanken

	 	GENERAL PLEDGING






	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Branch office

Frölunda

	 	 	 	 	 	 	 	 	 	 	 	Pledging no.
 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Borrower	 	 	Name

MOBITEC AKTIEBOLAG	 	 	Civic registration/Business
organisation no.
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Pledger	 	 	Name

MOBITEC AKTIEBOLAG	 	 	Civic registration/Business
organisation no.
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Lenders	 	 	Svenska Handelsbanken AB (publ) and/ or Handelsbanken
Finans AB (publ) and/or Stadshypotek AB (publ) and/or
Svenska Handelsbanken S.A., and/or Bank Svenska
Handelsbanken Polska S.A.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Pledge 

Information	 	 	Pledged property, i.e. a pledge, constitutes the Lender’s
security for the borrower’s undertakings to pay his debt
and accrued Interest, charges and costs. If the borrower
does not meet his commitments the pledge can be immediately
utilised by the Lender If there are a number of pledges the
Lender may freely choose which pledges to utilise.
The pledge remains whether or not any community of Interest
between the pledger and the borrower might cease. Pledging
may decrease the value of the property as security for
other loans and otherwise affect the pledger’s right of
disposition over the property. As regards the order in
which the Lender may utilise security (pledges, guarantees
etc.), the Lender’s care of the pledge, any guarantor’s
right to the pledge etc., see the “General Terms” for
General Pledging.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Property pledged	 	 	As security for all obligations towards the lenders, the
following property is pledged on the terms and conditions
set out in this document. The pledging covers all the
borrower’s obligations — including his own guarantees —
towards the lenders from time to time in accordance with
the terms and subject to the restrictions set out in the
“General Terms” for General
Pledging.


Chattel mortgage on 9,200,000 SEK within 18,000,000 SEK in all our property / in our business activity
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Fire Insurance

	 	 	Insurance company	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 

	 	 	Full value insurance
	 	 	Insurance cover, SEK (if “No”)
	 	 	Deductible
	 	 	SEK (If “Yes”)
	 	 

	 	 	o Yes     o No
	 	 	 	 	 	o Yes     o No	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	I/We confirm that the property pledged is insured against fire as set out above and undertake to maintain
Insurance cover to at least the same extent as long as the pledge applies.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Pledger’s
signature	 	 	I/We confirm that I/we have read the above information,
all the pages of the contract and the “General
Terms” for General Pledging.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 

	 	 	Date 

2009-06-16
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 

	 	 	Pledger’s signature	 	 	 	 	 	 	 	 	 
	 	 

	 	 	MOBITEC AKTIEBOLAG	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 

	 	 	/s/ Agne Axelsson	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 




	 	Documents in order

	 	 	Date
	 	 	Initials
	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 	 





 











 





Handelsbanken




  Page 1 of 2




GENERAL TERMS FOR GENERAL PLEDGING (applying from December 1, 2004)





	1.	 	Borrower
	 
	 	 	In this general pledging, borrower also means a party who in
relation to Handelsbanken Finans AB is a lessee. The general pledging
thus also covers any
commitments which the borrower may have towards Handelsbanken Finans AB by virtue of
leasing agreements.
	 
	2.	 	Costs etc
	 
	 	 	The pledger shall reimburse the lender for the costs and work associated with obtaining,
maintaining and utilising the agreed security and also for lodging of proof and collecting
the lender’s claims on the borrower or on any other party liable
for payment thereof.
	 
	3.	 	Limitation of the scope of the pledging
	 
	 	 	This pledging does not constitute collateral for






	 	a)	 	the borrower’s obligations based on bills of exchange which have been discounted or
which may be discounted with the lender by a party other than the borrower,
unless they concern the renewal of bills or have otherwise replaced bills originally
discounted by the borrower,
	 
	 	b)	 	other claims on the borrower which the lender has acquired or may acquire from a party other than the borrower, or
	 
	 	c)	 	the borrower’s obligation to pay damages which have
arisen or may arise outside any contractual relationship
between the borrower and the lender.






	4.	 	The Bank’s right to sell pledged financial instruments
	 
	 	 	If the security 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 security.
	 
	5.	 	Sequence of utilisation of security
	 
	 	 	The lender may determine the sequence in which the security (pledges, guarantees, etc) shall
be utilised.
	 
	6.	 	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 lender to
participate in bonus issues, new issues and other issues for which the shares qualify. As
appears from Section 7, however, the lender is not liable for ensuring that such rights are
safeguarded. Where this nevertheless occurs, the lender is accountable to the pledger.
	 
	7.	 	 Safeguard of the pledge by the lender
	 
	 	 	The lender has a duty to take good care of the pledge. Where appropriate, the lender shall renew
periods of limitation 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 lender
shall give notice that it holds the document.
	 
	 	 	However, the lender 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 lender is not obliged to maintain personal
liability for payment in respect of mortgaged instruments of debt
	 
	 	 	The lender’s safeguard of the pledge does not extend beyond what has been stated above.
Thus, the lender 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

By separate agreement the lender may, for a fee, assume additional duties.






	8.	 	How pledges may be utilised by the lender
	 
	 	 	The lender may utilise a pledge as the lender deems fit. In this respect, the lender
shall proceed with care and, where possible, and it in the opinion of the lender it can be
accomplished without prejudice to the lender, 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 one of the lenders, the lender 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.
	 
	9.	 	The lender’s right to sign on behalf of the pledger
	 
	 	 	Through his pledging, the pledger authorises the lender of
anyone appointed by the lender, to sign on behalf of the
pledger where this is necessary in order to safeguard the
lender’s right of pledge. This authorisation may not be revoked as long as the pledging is in force
	 
	10.	 	Release of pledge
	 
	 	 	The lender 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 lender by virtue of
his guarantee. In relation to the lender, the pledger has no right to any other collateral
which has been provided or which may be provided for obligations covered by the pledging. As
regards such collateral, the lender may permit changes or release.
	 
	11.	 	Insurance
	 
	 	 	Property which constitutes security for the lender’s claim shall be satisfactorily insured
with an insurer approved by the lender. If the pledger fails to show proof that Insurance
as prescribed above is in force, the lender may have the property insured at the
lender’s expense.
	 
	12.	 	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 promissory note contains special information on the processing of data for credit
references.
	 
	 	 	The personal data are also used for marketing and customer research, business and
methods development and risk management in the 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 pesonal data are also used for marketing purposes, if
the borrower has not 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-10870 Stockholm.
	 
	 	 	The above
statements regarding borrowers also apply to guarantors, if any, or other pledgers than the
borrower.





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  Page 2 of 2




Handelsbanken





	13.	 	Notices, etc.
	 
	 	 	The pledger shall notify the lender of any changes of address, telephone or fax number.
Registered letters regarding this pledging or circumstances relating to it, which the
lender has sent to the pledger, shall be deemed to have reached the addressee
not later than the seventh day after despatch if the letter has been sent to the address
which is known to the lender.
	 
	 	 	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 Sunday, public holiday,
Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve.
	 
	 	 	The provisions do not apply to notices renewing limitation periods.
	 
	14.	 	Limitation of the lender’s liability
	 
	 	 	The lender 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 lender itself is subjected to such measures or takes such measures. Any
loss or damage which occurs in other circumstances shall not be compensated by the
lender, provided the lender has exercised normal care.
	 
	 	 	The lender is in no case responsible for indirect damage.