exv10w43w1





Exhibit 10.43.1




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







FIRST AMENDMENT TO THE QUOTA PURCHASE AGREEMENT



This FIRST AMENDMENT TO THE QUOTA PURCHASE AGREEMENT, hereinafter referred to simply as the
“Amendment”, is entered into this August 31, 2009, by and among:



On the one side:





	 	I)	 	MOBITEC EMPREENDIMENTOS E PARTICIPAÇÕES LTDA., a limited liability company duly
incorporated and organized under the laws of the Federative Republic of Brazil, with
registered office in the city of São Paulo, State of São Paulo, at Rua Fernando de
Albuquerque, no. 31, Conjunto 71, Consolação, Zip Code 01309-030, duly enrolled in the
Federal Taxpayer’s Registry (CNPJ) under no. “Confidential material redacted and filed
separately with the Commission.”, with its corporate acts duly filed in the Board of
Trade of the State of Rio Grande do Sul under NIRE 35.223.354.545, in this act duly
represented by its administrator, Mr. Marcelo Duarte, Brazilian citizen, single,
entrepreneur, 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.”, resident and domiciled in the City and State of São Paulo, with offices
at Rua Fernando de Albuquerque, no. 31 — Conj. 71 — Consolação, Zip Code 01309-030
(“Purchaser”);




And, on the other side:





	 	II)	 	ROBERTO JUVENTINO DEMORE, 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.” (“Roberto” or “Seller”);




and, as intervening parties and guarantor of the obligations of the Seller:





	 	III)	 	LORENA GIUSTI DEMORE, 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.” (“Lorena”); and






	 	IV)	 	JADI ITINERÁRIOS ELETRÔNICOS LTDA., a limited liability company duly incorporated and
organized under the laws of the Federative Republic of Brazil, with registered office in
the city of Caxias do Sul, State of Rio Grande do Sul, at Rua João da Costa, no. 570,
Bairro São Caetano, CEP 95080-140, duly enrolled in the Federal Taxpayer’s Registry (CNPJ)
under no. “Confidential material redacted and filed separately with the
Commission.”, herein represented by its quotaholders and officers, Messrs. Roberto
Juventino Demore and Lorena Giusti Demore, above qualified (“JADI”);




And, as intervening parties,





	 	V)	 	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, enrolled in the Federal Taxpayer’s Registry (CNPJ) under no. “Confidential
material redacted and filed separately with the Commission.”, herein represented by
its Managing Director, Mr. Oliver Andreas Wels, German, business




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administrator, bearer of the German passport no. “Confidential material redacted and filed
separately with the Commission.”, resident and domiciled at Reute 18, D-72631 Aichtal
(Germany) (“Mobitec AB”); and





	 	VI)	 	MOBITEC BRASIL LTDA., a limited liability company, incorporated under the laws of the
Federative Republic of Brazil, with registered office at the city of Caxias do Sul, State
of Rio Grande do Sul, at Rua João da Costa, no. 570, Bairro São Caetano, CEP 95095-270,
duly enrolled in the Federal Taxpayer’s Registry (CNPJ) under no. “Confidential
material redacted and filed separately with the Commission.”, herein represented by
its officer, Mr. Roberto Juventino Demore, above qualified (“Mobitec Brazil” or
“Company”).




Purchaser, Roberto, Lorena, Mobitec AB, JADI and the Company hereinafter referred to individually
as “Party” and jointly as “Parties”;



WHEREAS:





	 	(a)	 	on July 22, 2009, the Parties entered into a Quota Purchase Agreement (the
“QPA”) pursuant to which Roberto and Lorena agreed to sell, assign and transfer the
totality of Quotas they held in the Company to the Purchaser and the Purchaser agreed to
purchase such Quotas from the Sellers, according and subject to the terms and conditions
contained therein;
	 
	 	(b)	 	due to certain legal requirements, Roberto and Lorena needed to amend the JADI
Reorganization in order to exclude Lorena’s direct equity participation in the Company
leaving Roberto as the lawful and sole owner of 1,944,825 quotas, representing 50% (fifty
percent) of the Company’s corporate capital, total number of quotas which were assigned to
the Purchaser under the terms of the QPA;
	 
	 	(c)	 	as a result of such amendment to the JADI Reorganization, the parties will need to
amend (i) the terms of the QPA in order to reflect that Lorena is no longer a Seller, but
an intervening party and guarantor of the obligations of the Seller; (ii) the corporate
documents of JADI to reflect the changes to the JADI Reorganization; and (iii) the
corporate documents of the Company to reflect the changes to the JADI Reorganization and to
the terms of the QPA (4th and 5th Amendments to the Articles of
Association, respectively);




NOW, THEREFORE, in consideration of the foregoing premises and of the mutual covenants and
agreements set forth, each of the Parties hereby covenant and agree to execute this Amendment to
the Quota Purchase Agreement (“Amendment”) as follows:




1 Definitions



1.1. Capitalized terms used in this Amendment and not otherwise herein defined shall have the
meaning ascribed to such terms in the QPA.




2 Amendments to the QPA



2.1 Due to legal requirements imposed by Governmental Authorities, Roberto and Lorena needed to
amend the JADI Reorganization so that only Roberto would have a direct equity stake in the Company
as of the date of the JADI Reorganization, which is prior to the execution of the QPA.



2.1.1 As a result of the changes to the JADI Reorganization, (i) Lorena no longer holds a direct
equity participation in the Company and therefore can no longer be considered as a Seller of the
Quotas under the terms of the QPA; and (ii) Roberto will hold all the Quotas, as defined in the
QPA, corresponding to 50% of corporate




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capital of the Company, and therefore be considered as the sole Seller of the Quotas.



2.1.2 The Parties agree and acknowledge that the effects of the changes of the JADI Reorganization
retroact to the date of the JADI Reorganization and therefore all the changes being implemented
under this Amendment will also retroact to the date of the QPA, unless if otherwise specified. Any
references to the JADI Reorganization shall be understood as the amended JADI Reorganization.



2.2 In view of the changes mentioned above, the QPA and its schedules are hereby amended as
follows:



(a) The reference to Lorena in the preamble of the QPA as “Seller” shall be deleted and “Lorena”
shall be inserted in lieu thereof, and Lorena shall be considered, together with JADI, as
“Intervening Party and Guarantor” of the Seller obligations, being bound by all the terms and
conditions thereof applicable to such condition;



(b) All instances in the QPA of “Sellers” or “each of the Sellers” or “each Seller” shall be
deleted and “Seller” shall be inserted in lieu thereof, with the necessary grammatical adjustments,
such that only Roberto will be considered as Seller;



(c) All instances in the QPA of Lorena, in her capacity of a Seller shall be deleted and “Roberto”
shall be inserted in lieu thereof, such that only Roberto will be considered as Seller;



(d) All instances in the QPA of Seller shall mean Roberto;



(e) All the remaining instances in the QPA that refers to “Lorena”, other than those referred in
item “c” above, shall be understood such a manner that Lorena is considered as an Intervening Party
and Guarantor of the Seller’s obligations, jointly and severally with JADI;



(f) The chart contained in Section 2.1 of the QPA shall be deleted in its entirety and the
following chart is inserted in lieu thereof:




	 	 	 	 	 	 	 	 	 
	 	 	Number of	 	 	 	 
	 	 	Quotas to be	 	 	Percentage of	 
	Quotaholder	 	sold	 	 	total	 
	Roberto Demore
	 	 	1,944,825	 	 	 	100	 
	Total
	 	 	1,944,825	 	 	 	100	 





(g) The chart contained in Section 2.3 (a) of the QPA shall be deleted in its entirety and the
following chart is inserted in lieu thereof:




	 	 	 
	Seller	 	Account Details
	Roberto Demore

	 	Banco do Brasil S.A.

Agency 5671.5

Account Number no 

“Confidential material

redacted and filed separately 

with the Commission.”






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(h) The Parties hereby agree to replace the first and second promissory notes as provided in
Sections 2.5 and 2.6 of the QPA, respectively, in order to exclude Lorena as beneficiary of the
notes. The remaining terms and conditions shall not change. In this respect, upon delivery of the
original notes by Roberto and Lorena, concurrently with the execution of this Amendment, the
Purchaser shall deliver new promissory notes to substitute such notes;



(i) The Parties undertake to sign concurrent with this Amendment new versions of the following
closing deliveries provided for in Section 2.7 of the QPA in order to reflect that Roberto is the
sole holder of the Quotas: (i) Statement of Absence of Debt (Section 2.7 (a)); (ii) Power of
attorney to be granted by the Seller to the Purchaser (Section 2.7 (b)); (iii) 5th
Amendment to the Articles of Association of the Company to consummate the transfer of the Quotas
(Section 2.7 (c)); (iv) Power of Attorney to be granted by the Purchaser to the Seller as per
Section 2.10 (Section 2.7 (l);



(j) Section 12.15 shall be amended to include Lorena as an intervening party and guarantor of the
obligations of the Seller. Therefore, Section 12.15 shall read as follows:



“12.15 Intervening Parties. JADI and Lorena sign this Agreement in the capacity of guarantors of
the Seller being jointly and severally responsible for any and all obligations assumed by the
Seller under this Agreement and any other agreement mentioned herein, including, without,
limitation, the obligation of the transfer of the Quotas and the fulfillment of any and all of the
acts necessary to be done or executed by the Seller in order to complete the transfer of the
Quotas, renouncing any and all benefits that JADI may have specially the benefits of order,
division and enforceability established under Brazilian Law.”



2.3 The Parties further undertake to sign a new 4th Amendment to the Articles of
Association of the Company to reflect the changes to the JADI Reorganization.



2.4 Notwithstanding the changes to the JADI Reorganization, Roberto, Lorena and JADI hereby ratify
and confirm the terms of Section 4.25 of the QPA regarding their liability towards the JADI
Reorganization.




3 General Provisions



3.1 The terms and conditions set forth in this Amendment shall retroact as of the date of execution
of the QPA.



3.2 This Amendment, together with the QPA, shall constitute the entire agreement between the
Parties hereto and shall supersede and replace all other agreements and understandings, verbal or
written, among the Parties with respect to the subject matter of this Amendment.



3.3 The Parties hereby ratify all other provisions of the QPA that have not been expressly amended
pursuant to this Amendment.



3.4 This Amendment shall be construed and governed by the laws of the Federative Republic of
Brazil.



3.5 Any dispute, controversy or claim arising out of, relating to, or in connection with, this
Amendment, or the breach, termination or validity thereof, shall be finally settled by arbitration
pursuant to the provisions set forth in Article 13 of the QPA. For this purpose, all references to
“QPA” contained therein shall read as references to “Amendment”.



3.6 This Amendment is executed on this date in both the English and Portuguese languages. In case
of conflict between both versions, the Portuguese version shall prevail.




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IN WITNESS THEREOF, the Parties execute this Amendment in 2 (two) counterparts of equal form and
value, for one purpose and in the presence of the 2 (two) witnesses signed below



São Paulo, August 31, 2009.



Parties:



Comprador / Purchaser




/s/ Marcelo Duarte

MOBITEC EMPREENDIMENTOS E PARTICIPAÇÕES LTDA.

Por/By: Marcelo Duarte

Cargo/Office: Administrador/ Administrator




Vendedor / Seller




 /s/ Roberto Juventino Demore

ROBERTO JUVENTINO DEMORE




Partes Intervenientes / Intervening Parties:




 /s/ Lorena Giusti Demore

LORENA GIUSTI DEMORE




 /s/ Roberto Juventino Demore      /s/ Lorena Giusti Demore

JADI ITINERÁRIOS ELETRÔNICOS LTDA.

Por/By: Roberto Juventino Demore

Lorena Giusti Demore

Cargo/Office: Sócios Administradores / Partners and officers




 /s/ Roberto Juventino Demore

MOBITEC BRASIL LTDA.

Por/By: Roberto Juventino Demore

Cargo/Office: Administrador / Administrator




 /s/ Oliver Andreas Wels

MOBITEC AB (publ)

Por/By: Oliver Andreas Wels

Cargo/Office: Managing Director / Diretor Administrativo




Testemunhas/Witnesses:




	 	 	 
	 

	 	 
	Nome:

	 	Nome:
	RG:

	 	RG:
	CPF

	 	CPF







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