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