**Confidential Treatment Requested. Confidential portions of this document have beenredacted and filed separately with the Commission.**V) **MOBITEC AB (publ),**a company duly incorporated and organized under the laws of Sweden, withregistered office at Ölltorp Industrial Area, PO Box 97, SE-524 21, Herrljunga, enrolled in theFederal Taxpayer’s Registry (CNPJ) under no. 05.709.950/0001-03, herein represented by itsManaging Director, Mr. Oliver Andreas Wels, German, business administrator, bearer of the Germanpassport 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 theFederative Republic of Brazil, with registered office at the city of Caxias do Sul, State of RioGrande do Sul, at Rua João da Costa, no. 570, Bairro São Caetano, CEP 95095-270, duly enrolled inthe Federal Taxpayer’s Registry (CNPJ) under no. 03.393.064/0001-98, herein represented by itsofficer, 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 towhich Roberto and Lorena agreed to sell, assign and transfer the totality of Quotas they held inthe 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 Reorganizationin order to exclude Lorena’s direct equity participation in the Company leaving Roberto as thelawful and sole owner of 1,944,825 quotas, representing 50% (fifty percent) of the Company’scorporate capital, total number of quotas which were assigned to the Purchaser under the terms ofthe 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 interveningparty and guarantor of the obligations of the Seller; (ii) the corporate documents of JADI toreflect the changes to the JADI Reorganization; and (iii) the corporate documents of the Companyto reflect the changes to the JADI Reorganization and to the terms of the QPA (4th and5th Amendments to the Articles of Association, respectively);NOW, THEREFORE, in consideration of the foregoing premises and of the mutual covenants and agreementsset forth, each of the Parties hereby covenant and agree to execute this Amendment to the Quota PurchaseAgreement (“Amendment”) as follows:**1 Definitions**1.1. Capitalized terms used in this Amendment and not otherwise herein defined shall have the
 

 
**Confidential Treatment Requested. Confidential portions of this document have beenredacted and filed separately with the Commission.**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 amendthe JADI Reorganization so that only Roberto would have a direct equity stake in the Company as of thedate 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 equityparticipation in the Company and therefore can no longer be considered as a Seller of the Quotas underthe terms of the QPA; and (ii) Roberto will hold all the Quotas, as defined in the QPA, corresponding to50% of corporate 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 Reorganizationretroact to the date of the JADI Reorganization and therefore all the changes being implemented underthis Amendment will also retroact to the date of the QPA, unless if otherwise specified. Any referencesto 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” shallbe inserted in lieu thereof, and Lorena shall be considered, together with JADI, as “Intervening Partyand Guarantor” of the Seller obligations, being bound by all the terms and conditions thereof applicableto 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 onlyRoberto will be considered as Seller;(c) All instances in the QPA of Lorena, in her capacity of a Seller shall be deleted and “Roberto” shallbe 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 andGuarantor 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 followingchart is inserted in lieu thereof:
 

 
**Confidential Treatment Requested. Confidential portions of this document have beenredacted and filed separately with the Commission.**         **Quotaholder** **Number of Quotas to be sold** **Percentage of 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 followingchart is inserted in lieu thereof:   **Seller** **Account Details**Roberto Demore Banco do Brasil S.A.Agency 5671.5Account Number no Confidential material redacted and filedseparately with the Commission.(h) The Parties hereby agree to replace the first and second promissory notes as provided in Sections2.5 and 2.6 of the QPA, respectively, in order to exclude Lorena as beneficiary of the notes. Theremaining terms and conditions shall not change. In this respect, upon delivery of the original notes byRoberto and Lorena, concurrently with the execution of this Amendment, the Purchaser shall deliver newpromissory notes to substitute such notes;(i) The Parties undertake to sign concurrent with this Amendment new versions of the following closingdeliveries provided for in Section 2.7 of the QPA in order to reflect that Roberto is the sole holder ofthe Quotas: (i) Statement of Absence of Debt (Section 2.7 (a)); (ii) Power of attorney to be granted bythe Seller to the Purchaser (Section 2.7 (b)); (iii) 5th Amendment to the Articles ofAssociation of the Company to consummate the transfer of the Quotas (Section 2.7 (c)); (iv) Power ofAttorney 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 theobligations 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 theSeller being jointly and severally responsible for any and all obligations assumed by the Seller underthis Agreement and any other agreement mentioned herein, including, without, limitation, the obligationof the transfer of the Quotas and the fulfillment of any and all of the acts necessary to be done orexecuted by the Seller in order to complete the transfer of the Quotas, renouncing any and all benefitsthat JADI may have specially the benefits of order, division and enforceability established underBrazilian Law.”*2.3 The Parties further undertake to sign a new 4th Amendment to the Articles of Associationof the Company to reflect the changes to the JADI Reorganization.
 

 
**Confidential Treatment Requested. Confidential portions of this document have beenredacted and filed separately with the Commission.**2.4 Notwithstanding the changes to the JADI Reorganization, Roberto, Lorena and JADI hereby ratify andconfirm 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 ofthe QPA.3.2 This Amendment, together with the QPA, shall constitute the entire agreement between the Partieshereto and shall supersede and replace all other agreements and understandings, verbal or written, amongthe 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 amendedpursuant 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, thisAmendment, or the breach, termination or validity thereof, shall be finally settled by arbitrationpursuant 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 ofconflict between both versions, the Portuguese version shall prevail.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 DuarteCargo/Office: Administrador/ Administrator   **Vendedor / Seller**
 

 
**Confidential Treatment Requested. Confidential portions of this document have beenredacted and filed separately with the Commission.**           /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 DemoreLorena Giusti DemoreCargo/Office: Sócios Administradores / Partners and officers    /s/ Roberto Juventino Demore   **MOBITEC BRASIL LTDA.**   Por/By: Roberto Juventino DemoreCargo/Office: Administrador / Administrator    /s/ Oliver Andreas Wels   **MOBITEC AB (publ)**   Por/By: Oliver Andreas WelsCargo/Office: Managing Director / Diretor Administrativo   **Testemunhas/Witnesses**:          Nome: Nome:  RG: RG:  CPF CPF