Exhibit 10.43
 Confidential Treatment Requested. Confidential portions of this document have been redacted and filed separately with the Commission.
 QUOTA PURCHASE AGREEMENT
 Agreement
  MOBITEC EMPREENDIMENTOS E PARTICIPAÇÕES LTDA. Confidential material redacted and filed separately with the Commission Marcelo
Duarte Confidential material redacted and filed separately with the Commission Confidential material redacted and filed separately with the Commission Purchaser
  ROBERTO JUVENTINO DEMORE Confidential material redacted and filed separately with the Commission Confidential material redacted and filed separately with the Commission Roberto
 LORENA GIUSTI DEMORE
 1




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Confidential material redacted and filed separately with the Commission Confidential material redacted and filed separately with the Commission Lorena Sellers
  JADI ITINERÁRIOS ELETRÔNICOS LTDA. Confidential material redacted and filed separately with the Commission JADI
  MOBITEC AB (publ), Confidential material redacted and filed separately with the Commission Confidential material redacted and filed separately with the Commission Mobitec AB
 MOBITEC BRASIL LTDA. Confidential material redacted and filed separately with the Commission Mobitec
Brazil
 2




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Company
 Party Parties
 WHEREAS:
 Quotas
     3




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##### 



NOW, THEREFORE, Agreement
 DEFINITIONS; CONSTRUCTION PRINCIPLES
  Affiliate
 4




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##### 



Assets
 Brazilian GAAP
 Business Day(s)
 Claim Notice
 Closing
 Closing Balance Sheet
 Closing Date
 Consolidated Financial Statements
 Effective Date th
 Encumbrances
 5




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##### 



Exchange Rate
 Financed Amount
 Quarter Installment
 Financed Amount Interest
 Governmental Authority
 Indebtedness
 6




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Indemnified Party
 Indemnifying Party
 Intellectual Property
 JADI Reorganization
 Judgments
 Knowledge
 Law
 7




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Liabilities
 Losses
 Notice of Payment Default of the First Promissory Note
 Notice of Payment Default of the Second Promissory Note
 Offer Notice
 Offered Quotas
 Offering Seller
 Period for Exercising Right of First Offer or First Refusal
 Proceeding
 8




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First Promissory Note
 Second Promissory Note
 Purchasers Indemnified Party
 Purchase Price
 Effective Date Amount
 Quotas
 Right of First Offer or First Refusal
 Rules
 SELIC
 Sellers Indemnified Party
 Settlement Date
 9




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Skipped Installment
 Tax Taxes Taxation
 Third Party Claim
 Construction Principles
 1.2.1
    
    The headings and captions herein are inserted for convenience of reference only and shall
not limit or construe the clauses, paragraphs or Sections to which they apply.1.2.2
    
    The terms include, including, and similar terms shall be construed as if followed by the
phrase without limitation.1.2.3
    
    Whenever required by the context, references in this Agreement in the singular shall include
the plural and vice versa, and the masculine gender shall include the feminine gender and vice
versa.1.2.4
    
    References to any document or other instruments include all amendments, replacements and
restatements thereof and
 10




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supplements thereto except where expressly provided otherwise.1.2.5
    
    Unless otherwise expressly stated herein, references to Articles, Sections, or Schedules are
to Articles, Sections and Schedules of this Agreement.1.2.6
    
    All references to persons include their successors, and permitted transferees, designees and
assignees.1.2.7
    
    The language in all parts of this Agreement shall in all cases be construed simply and
according to its fair meaning, and not strictly for or against any of the Parties hereto.
 2 SALE AND PURCHASE OF QUOTAS
 Sale and Purchase of Quotas provided however Closing Closing Date
 11




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Number ofQuotas to
    
    PercentageQuotaholder
    
    be sold
    
    of totalRoberto Demore
    
    
    1,555,860
    
    
    
    80Lorena Demore
    
    
    388,965
    
    
    
    20Total
    
    
    1,944,825
    
    
    
    100
 2.1.1
    
    In order to consummate the acquisition and transfer of the Quotas, and consequently all the
rights and advantages inherent thereto, on the Closing Date, Purchaser and Sellers shall
execute an amendment to Companys Articles of Association, substantially in the
form of Schedule 2.1.1 hereto, which shall be effective as of the date of signature.
 Purchase Price. Purchase Price
 Payment of Purchase Price; Delivery of Purchased Shares
  12




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Effective Date Amount
 Seller
    
    Account DetailsRobertoDemore
    
    Lorena (titular) and Roberto, 
jointly
Banco do Brasil S/A
Agency 5671.5
Account number no Confidential material redacted and filed separately with the Commission.LorenaDemore
    
    Lorena (titular) and Roberto, 
jointly
Banco do Brasil S/A
Agency 5671.5
Account number no Confidential material redacted and filed separately with the Commission.
 Financed Amount Quarter Installments nd Settlement Date
 13




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##### 



Interest Financed Amount Interest
 Skipping of Installments Skipped Installment
 14




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##### 



15




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pro
solvendo
 2.5.1.
    
    In case the Purchaser is in default with its payment obligation of the Effective Date Amount
as per the terms of this Agreement, and has not cured such default within five (5) Business
Days from the date on which Effective Date Amount was due, the Sellers shall deliver a written
notice to the Purchaser and to Mobitec AB, within thirty (30) days counted from end of the
five (5) day cure period (Notice of Payment Default of the First Promissory Note).2.5.2.
    
    Upon receipt of the Notice Payment Default, the Purchaser and Mobitec AB shall have a five
(5) Business Day period to respond to the Sellers in writing, indicating that the payment of
the alleged delayed Effective Date Amount was duly made, with evidence of payment.2.5.3.
    
    In the event any of the Purchaser or Mobitec AB does not respond the Notice of Payment
Default, under the terms of Section 2.5.2 and is therefore in default, the Sellers shall be
entitled to exercise all rights arising from its capacity of beneficiary of the First
Promissory Note, and use all measures and actions guaranteed according to Brazilian Law,
notwithstanding any other applicable measures.2.5.4.
    
    The execution and delivery by the Purchaser of the First Promissory Note shall not affect in
any way whatsoever the rights or obligations of the Purchaser and Mobitec AB under this
 16




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Agreement, and the rights and claims of the Sellers under the First Promissory Note held by it
shall not replace or supersede the rights and claims of the Sellers hereunder.
 2.5.5.
    
    The First Promissory Note and its delivery shall be bound to the terms and conditions of
this Agreement, serving as a guarantee and evidence of the payment of the Effective Date
Amount and shall not be subject to any readjustment or monetary correction. The
outstanding amount in default shall accrue an interest at the rate of 9% (nine per cent)
per annum.
 Security for the Financed Amount Second Promissory Note
 2.6.1.
    
    In case the Purchaser is in default with its payment obligation of any of the Quarter
Installments as per the terms of this Agreement, and has not cured such default within five
(5) Business Days from the date on which the Installment was due, with due regard to the
Skipped Installments, the Sellers shall deliver a written notice to the Purchaser and to
Mobitec AB, within thirty (30) days counted from end of the five (5) day cure period
(Notice of Payment Default of the Second Promissory Note).2.6.2.
    
    Upon receipt of the Notice Payment Default, the Purchaser and Mobitec AB shall have a five
(5) Business Day period to respond to the Sellers in writing, indicating that the payment
 17




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of
the alleged delayed Installment was duly made, with evidence of payment.
 2.6.3.
    
    In the event any of the Purchaser or Mobitec AB does not respond the Notice of Payment
Default, under the terms of Section 2.6.2 and is therefore in default, the Sellers shall be
entitled to exercise all rights arising from its capacity of beneficiary of the Second
Promissory Note, and use all measures and actions guaranteed according to Brazilian and
Swedish Law, notwithstanding any other applicable measures.2.6.4.
    
    The execution and delivery by Mobitec AB of the Second Promissory Note shall not affect in
any way whatsoever the rights or obligations of the Purchaser and Mobitec AB under this
Agreement, and the rights and claims of the Sellers under the Second Promissory Note held by
it shall not replace or supersede the rights and claims of the Sellers hereunder.2.6.5.
    
    The Second Promissory Note shall be amended and restated to reflect an adjusted amount
after each Installment is paid. In relation to the amounts held back by the Purchaser, as
described in Section 2.3 (c), the Sellers acknowledge that such hold back shall not constitute
a default of the Purchaser under the terms hereof or under the Second Promissory Note;
likewise, on the other hand, the withholding provided herein shall not mean the acceptance of
the responsibility of the Sellers under the Third Party Claim.
 Deliveries at Closing.
  18




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(a)
    
    the Sellers and the Company shall sign and deliver a statement, recognizing that, except with
relation to the remuneration due to Roberto as Executive Officer of the Company up to
the present data, calculated pro rata temporis, as of the Closing Date the Company does not
owe any remuneration or amounts, including credits of the Company that Sellers or JADI
could be entitled to receive while partners or officers of the Company, such as dividends,
profits and bonus, nor the Sellers owe to the Company any amount as a result of their
capacities as officers or partners of the Company, such statement also constituting a
general, complete and reciprocal release to the Sellers and to the Company and its
management as regards the aforementioned payments;(b)
    
    the Sellers shall grant to the Purchaser a power of attorney containing powers for the
Purchaser to represent each of the Sellers in their capacity as partners of the Company in any
and all acts required to consummate the registration of any amendment to the Articles of
Association of the Company with the Board of Trade of the State of Rio Grande do Sul, in order
to implement the transactions contained in this Agreement, as per the Schedule 2.7(b) to this
Agreement;(c)
    
    the Sellers and the Purchaser shall execute the amendment to the Articles of Association of
Mobitec Brazil in order to consummate the transfer of the Quotas from the Sellers to the
Purchaser;(d)
    
    the Sellers shall deliver to the Purchaser the following valid certificates that are
necessary to register the Amendment to the Articles of Association of the Company with the
Board of Trade of the State of Rio Grande do Sul and shall ensure that these certificates will
remain valid on the Effective Date: (i) Debt Clearance Certificate (CND) regarding social
 19




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security contributions issued by Federal Revenue Service of Brazil (Certidão Negativa de
Débitos Relativos às Contribuições Previdenciárias e as de Terceiros (INSS) emitida pela
Secretaria da Receita Federal do Brasil); (ii) Debt Clearance Certificate (CND) regarding
federal tax debts and overdue federal liabilities issued jointly by the Federal Revenue
Service of Brazil and by the Office of the Attorney-General of the National Treasury (Certidão
conjunta negativa de débitos relativos aos tributos federais e à dívida ativa da União emitida
pela Secretaria da Receita Federal do Brasil e Procuradoria Geral da Fazenda Nacional); and
(ii) Certificate of good standing regarding contributions to the Unemployment Guarantee Fund
(FGTS) issued by the Federal Savings Bank (Certificado de Regularidade Fiscal (CRF) perante o
Fundo de Garantia por Tempo de Serviço  FGTS emitido pela Caixa Econômica Federal);
 (e)
    
    the execution of (i) an Officers Agreement between Roberto and the Company and (ii) a
Services and Non-Compete Agreement between a company held by Roberto and the Company in order
to govern Robertos relationship with the Company from and after the Closing Date, including,
without limitation, provisions relating to non-competition, in the form of the draft attached
hereto as Schedule 2.7 (e);(f)
    
    the execution by JADI, the Sellers and the Company of a Preferred Supply Agreement, in order
to regulate the terms and conditions of the supply by JADI of equipments and
components used by the Company, to come into force on the Closing Date, in the form of the
draft attached hereto as Schedule 2.7 (f);(g)
    
    the execution of the Termination of the Quotaholders Agreement to become effective
 20




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as of
Closing Date, in the form of the draft attached hereto as Schedule 2.7 (g);
 (h)
    
    formal revocation of the power of attorney granted by the Company to Lorena.(i)
    
    the delivery of the First and Second Promissory Notes, under the terms of Sections 2.5 and
2.6;(j)
    
    the approval of the transactions contemplated in this Agreement by the Board of Directors of
Mobitec AB, in its capacity of controlling quotaholder of the Company, including the purchase
of the Quotas from the Sellers;(k)
    
    Mobitec AB shall deliver a written approval from BHC Interim Funding III, L.P., with regard
to the transactions contemplated in this Agreement; and(l)
    
    the delivery of the power of attorney under the terms of Section 2.10.2.7.1.
    
    All actions to be taken at the Closing shall be deemed to have taken place simultaneously,
and no transfer shall be considered to have been made until all transactions to be taken at
the Closing, and all documents have been completed.
 Deliveries on the Effective Date
  (a)
    
    the payment by the Purchaser of the Effective Date Amount as per Section 2.3(a) of this
Agreement;(b)
    
    delivery of the registered Amendment to the Articles of Association of JADI and the Company
reflecting the transfer of the Quotas from JADI to Roberto and Lorena and any
 21




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other measures
of the JADI Reorganization, duly registered with the Board of Trade;
 (c)
    
    Certificate signed by the Sellers and JADI in the form of the draft attached as Schedule 2.8
(c) that all representations and warranties given on the Closing Date remain the same on the
Effective Date;
 2.8.1.
    
    All actions to be taken on the Effective Date shall be deemed to have taken place
simultaneously, and no delivery or payment shall be considered to have been made until all
transactions to be taken on the Effective Date, and all documents to be executed in connection
therewith have been completed.
 2.9
    
    Any and all Taxes due by the Sellers on the payment of the Purchase Price by the Purchaser to
the Sellers, including, without limitation, any amounts to be withheld or deducted or any
capital gains tax shall be the responsibility of the Sellers and be borne exclusively by them.
 2.10
    
    Conduct of Business from Closing Date to Effective Date: As a result of the JADI
Reorganization, during the period from the date of this Agreement to the Effective Date,
except as may be required by applicable Law, Sellers and JADI, in their capacity as partners
or officers of the Company, as applicable, shall not, in relation to the Company, without the
consent of Purchaser and out of the normal course of business of the Company:
 (a)
    
    sell, transfer (including by operation of Law), give, pledge, encumber, assign or otherwise
dispose of, or enter into any contract, option or other arrangement or understanding with
respect to the sale, transfer, gift, pledge, encumbrance, assignment or other disposition of,
the Quotas,
 22




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(b)
    
    take any other action that would have the effect of preventing or delaying Sellers from
selling the Quotas;(c)
    
    sell, transfer, lease, pledge, mortgage, encumber, write-off, or otherwise dispose of any
amount of property or fixed assets;(d)
    
    amend the governing documents of the Company, or take any action to wind up its affairs or
dissolve;(e)
    
    merge or consolidate with any other person, or acquire equity participation (or convertible
securities) in the capital stock of any other person or assets from any other person;(f)
    
    issue, redeem, amortize, sell, grant or transfer any equity securities, securities
convertible into equity securities or warrants, options or other rights to acquire any such
securities (other than amortization of debt or other securities convertible into equity
securities or warrants);(g)
    
    grant, create or incur any Encumbrances on any of its assets or properties;(h)
    
    pay, discharge, settle, compromise or satisfy, or agree to pay, discharge, settle, compromise
or satisfy, any Proceeding or Judgment, as well as file any Proceeding;(i)
    
    make any loan, redeem or purchase any equity interests, transfer any asset or pay any
commission, salary or bonus, or pay any rent, commission or fee, or enter into or agree to
enter into any transaction to, with or for the benefit of any related party (or agree, whether
in writing or otherwise, to do the foregoing);
 23




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(j)
    
    incur, assume, forgive, prepay, cancel, settle or alter the terms of any Indebtedness or any
contract;(k)
    
    waive any right under any contract or applicable Law or grant any benefit without
consideration therefore;(l)
    
    enter into any licensing arrangement or joint venture;(m)
    
    make any general wage or salary increase or any increase in compensation payable or to become
payable to any directors, officers or employees;(n)
    
    execute any collective bargaining agreement, including any amendment (including extension) to
any existing agreement or labor union contract in force;(o)
    
    declare or pay any dividend or interest on its own capital and/or other payment of any nature
or distribution to shareholders (even in the ordinary course of business);(p)
    
    make any termination payments to, or enter into any termination arrangement with, any
directors, officers or employees (even in the ordinary course of business);(q)
    
    authorize any of, or commit, propose or agree to take or not take (as the case may be) any of
the foregoing actions; or(r)
    
    take any action that could reasonably be expected to cause any representation or warranty in
this Agreement to be untrue or incorrect as of the date when made or as of a future date or
that would result in any of the conditions set forth in 3 below not being satisfied.
 2.9.1.
    
    Robertos actions shall also be subject to the Officers Agreement and Services and
Non-
 24




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Compete Agreement mentioned above.
   25




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3. CONDITIONS TO THE PURCHASE OF THE QUOTAS
 Conditions to Obligations of Each Party
 (a)
    
    no provision of any applicable Law or Judgment of any Governmental Authority or other legal
restraint (whether temporary, preliminary or permanent) shall have been issued, enacted,
entered, promulgated or enforced and be in effect that prohibits, restrains or enjoins the
consummation of the transactions contemplated in this Agreement;(b)
    
    all third party consents shall have been obtained, in full force and effect, and shall not be
subject to the satisfaction of any condition that has not been satisfied, including, without
limitation, the consent of customers in payment orders or agreements, whether written or oral,
that could give rise for such customers to terminate the agreement or withdraw from the
payment order;(c)
    
    the board of directors of the quotaholders of the Purchaser shall have approved the
transactions contemplated under this Agreement, including the purchase of the Quotas from the
Sellers;(d)
    
    Mobitec AB has obtained a written consent from BHC Interim Funding III, L.P. in relation to
the transactions contemplated herein;
 26




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(e)
    
    All of the representations and warranties of Sellers and Purchasers contained herein shall be
true and correct in all respects (unless any such representation and warranty is qualified by
a materiality standard, in which case such representation and warranty shall be true and
correct in all respects) on and as of the Closing Date and Effective Date;(f)
    
    The Sellers are entitled to transfer the Quotas to the Purchaser on the Closing Date and are
the lawful owners of the Quotas, free and clear from any Encumbrances.
 3.2.
    
    Each Seller hereby agrees to guarantee, jointly and severally the effectiveness of the JADI
Reorganization and indemnify and hold the Purchaser and Mobitec AB harmless for any Losses
that may result from the JADI Reorganization, including, without limitation,
transferring the Quotas directly from JADI if the transfer of the Quotas from JADI to the
Sellers is declared void or invalid for any reason whatsoever.
 4. REPRESENTATIONS AND WARRANTIES OF SELLERS AND JADI
   4.1.1.
    
    Capacity. The Sellers and the Company have full capacity to enter into this
Agreement and each ancillary agreement to which they are a party as set forth herein, to carry
out their
 27




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obligations hereunder and thereunder and to consummate the transactions contemplated
hereby and thereby.
 4.1.2.
    
    Due Authorization. The execution and delivery by the Sellers and the Company of this
Agreement and of the ancillary agreements has been duly authorized, and assuming due
authorization, execution and delivery by Purchaser, shall constitute a legal, valid and
binding obligations of the Sellers and the Company, enforceable against the Sellers in
accordance with their respective terms, except, in the case of the First and Second Promissory
Notes and the financing terms of this Agreement, as may be limited by applicable bankruptcy,
insolvency, judicial recovery (recuperação judicial),reorganization or similar law affecting
creditors rights generally.4.1.3.
    
    Organization of the Company. The Company is duly incorporated, validly existing and
organized under the laws of the Federative Republic of Brazil and has power to own all its
assets and to carry on its business as now being owned or conducted. The Company is not
subject to any proceedings having as object the prevention or resolution of business
difficulties or of a Judgment of or a request for dissolution, liquidation, judicial recovery
(recuperação judicial),bankruptcy or receivership.4.1.4.
    
    Ownership. At the present date and subject to the JADI Reorganization, the Sellers
(i) are the sole owners and lawful possessors of all of the Quotas, which represent 50% of the
quotas of the capital stock of the Company, all of which are free and clear of any
Encumbrances; (ii) acknowledge that there are no priority rights or purchase preferences,
 28




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commitments, conversion rights, swap rights, or other agreements of any type whatsoever
preventing the purchase, issue or sale of the Quotas, except as pursuant to the terms of the
Articles of Association currently in force; (iii) do not hold any other quotas or securities
or rights to subscription ascribed to such Quotas which assure the right to or are convertible
or swapped into quotas or securities of the Company; (iv) have the right to freely dispose of
all of the Quotas, which transfer does not require any prior administrative or public consent,
or the expiration of any waiting period, except for the period of the effectiveness of the
JADI Reorganization, and does not breach any
of the Companys contractual or other obligations and is not contrary to any laws or
regulations applicable to the Company.
 Organization, Authority and Qualification of JADI
 4.2.1.
    
    Capacity. JADI has all necessary power and authority to enter into this Agreement
and each ancillary agreement to which it is a party as set forth herein, to carry out
its obligations hereunder and thereunder and to consummate the transactions contemplated
hereby and thereby. The Sellers, collectively, are the lawful and sole owners of all of the
quotas of JADI.4.2.2.
    
    Due Authorization. The execution and delivery by JADI of this Agreement and each
ancillary agreement to which it is a party, the performance by JADI of its obligations
hereunder and thereunder and the consummation by JADI of the transactions contemplated hereby
and thereby have been duly authorized by all requisite action on the
 29




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##### 



part of JADI and its
quotaholders.
 4.2.3.
    
    Validity of Agreements; Actions Pending. JADI has not taken any action that in any
respect conflicts with, constitutes a default under, or results in a violation of, any
provision of its Articles of Association. This Agreement and the ancillary agreements have
duly executed and delivered by JADI, and (assuming due authorization, execution and delivery
by Purchaser and the Sellers) constitutes, legal, valid and binding obligations of JADI,
enforceable against JADI in accordance with their respective terms. There is no action or
threatened action against JADI or affecting any assets of JADI that individually or in the
aggregate, could adversely affect and/or prevent JADIs ability to consummate the transactions
contemplated in this Agreement.4.2.4.
    
    Organization of the JADI. JADI is a limited liability company duly incorporated,
validly existing and organized under the laws of the Federative Republic of Brazil and has
power to own all its assets and to carry on its business as now being owned or conducted. JADI
is not subject to any proceedings having as object the prevention or resolution of business
difficulties or of a Judgment of or a request for dissolution, liquidation, judicial recovery
(recuperação judicial),bankruptcy or receivership.
 Activities
 Consolidated Financial Statements
 30




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4.4.1.
    
    The annual report and accounts, profit and loss statement, balance sheet and cash flow
statements of the Company for the financial year ended on 31 December 2008, audited by Terco
Grand Thorton attached hereto as Schedule 4.4.1 (the Consolidated Financial
Statements) and the Closing Balance Sheet are true and correct in all aspects and give
an accurate description of the Companys financial position, affairs and operations of the
Company as of the relevant period and, except as indicated therein, reflect all
claims against, and all debts and liabilities of the Company as of and for the dates and
periods thereof, exception made to the possible contingencies listed in the Schedules
hereto. The Consolidated Financial Statements and Closing Balance Sheet have been prepared
in accordance with the Brazilian GAAP, applied on a consistent basis, and are based on the
books and records of the Company, which have been kept in accordance with the Brazilian
GAAP, applied on a consistent basis.4.4.2.
    
    A Closing Balance Sheet has been prepared by the auditors hired by the Purchaser and
validated by the Sellers and the Company. In this sense, Sellers represent and warrant that
such Closing Balance Sheet fairly presents, with reasonable accuracy, the financial condition
of the Company as of June 30, 2009, has been prepared in accordance with Brazilian GAAP,
consistent with past practices and there has not been a material adverse change since the date
of the Closing Balance Sheet and the Closing Date. The Closing Balance Sheet is attached
hereto as Schedule 4.4.2.
 4.5.
    
    Liabilities. Neither the Sellers, JADI nor the
 31




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Company, as applicable, has any
outstanding claims, Liabilities or Indebtedness, contingent or otherwise, which were not disclosed
to Purchaser that materially adversely affects the current net worth and financial situation of the
Company. Neither the Sellers nor the Company are in default in respect of the terms or conditions
of any Indebtedness. At the Closing Date, there will be no Liabilities for any brokerage fees or
commissions in connection with the transactions contemplated hereby incurred by the Company.
 Ownership to Properties; Encumbrances
 4.6.1.
    
    All of the properties and assets relating to, or used in connection with, the Company are
owned or leased by the Company, and not by any other person, including the Sellers or JADI, as
applicable. Schedule 4.6.1 contains a list with the description of all the properties and
assets of the Company. The Company has good and marketable title to all its assets and
properties, in each case subject to no Encumbrance, lien, charge or other restriction of any
kind or character, with exception of lien on some machines described in Schedule 4.6.1 to this
Agreement. The fixed assets and all tangible personal property owned by the Company are in a
state of good maintenance and repair, ordinary wear and tear excepted, and are adequate and
suitable for the purposes for which they are currently being used;4.6.2.
    
    The equipment and software used by the Company, whether owned or leased or licensed to
exercise its activities, are in operable condition for immediate use and adapted to the
current business practice.
 Leases
 32




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##### 



Litigation
 Taxation.
 4.9.1.
    
    The Company has duly and punctually paid all Taxes which it has become liable to pay and/or
has made adequate provisions or reserves for any Taxes payable with regard to periods prior to
Closing Date. The Company is not under any liability to pay any penalty or interest in
connection with any claim for Tax;
 33




---



##### 



4.9.2.
    
    The Company has properly and punctually submitted all returns and provided all information
required for Tax purposes and none of such returns is disputed by the Tax Authorities;4.9.3.
    
    The Company has properly deducted any Tax as required by law from all payments made to or
treated as made to employees and ex-employees of the Company and accounting to the Tax
Authorities for all Tax so deducted and all Tax chargeable on benefits provided for employees
of the Company;4.9.4.
    
    Neither the Company, JADI nor any of the Sellers have at any time:
   4.10.
    
    Intellectual Property.
 4.10.1.
    
    The Company has all right, title and interest in, or a valid and binding license to use,
all Intellectual Property used in the conduct of its business, which are detailed in the list
contained in Schedule 4.10.1. No claim of infringement or misappropriation of
Intellectual Property is pending or, to the Knowledge of the Company and the Sellers,
threatened to be made against the Company, and the Company has not been notified by any
other person or entity that it is infringing or misappropriating any Intellectual Property
of such other person or entity. The Company has
 34




---



##### 



not granted any license, franchise or
permit in effect on the date hereof to any person or entity to use any Intellectual
Property owned by the Company. The trademark and trade name Mobitec is used by the
Company as per the provisions of the Trademark License Agreement executed on November 13,
2007 between Mobitec AB and the Company.
 Contracts
 Conduct of Business
 35




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Assets
 4.12.1.
    
    The Assets constitute all the properties, assets and rights forming a part of, used, held
or intended to be used in, and all such properties, assets and rights that are necessary in
the conduct of, the business. At all times, the Company has caused the Assets to be
maintained in accordance with good business practice, and all the Assets are in good operating
condition and repair and are suitable for the purposes for which they are used and intended.4.12.2.
    
    Subject to the terms of this Agreement, the Sellers and JADI are not aware of any act, fact
or omission that may result in or create a material adverse effect to the business currently
conducted by the Company.
 Receivables
 36




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##### 



Debtors
 Employment Relations
 4.15.1.
    
    The Company is party to a collective bargaining agreement with the Sindicato dos
Trabalhadores na Indústria Metalúrgica, Mecânica e de Material Elétrico de Caxias do Sul, RS
and the SIMECS  Sindicato das Indústrias Metalúrgicas, Mecânicas e de Material Elétrico de
Caxias do Sul, which is
 37




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in full force and effect and has been complied with in all material
respects by the Company. To the best Knowledge of Sellers and JADI, the Company is not or has
not been, since its formation, engaged in, or has not been charged with, any unfair labor
practice; and there are no pending unfair labor practice charges or discrimination complaints
relating to race, color, national origin, sex, religion, age, marital status or handicap
against the Company before any applicable Governmental Authority.
 Pensions
 Bank Accounts
 Powers of Attorney
 Employees
 38




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##### 



Current Employees
 Corporate Controls
 39




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##### 



Books and Records
 Environmental
 Undisclosed Liability
 40




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##### 



Disclosure.
 JADI Reorganization
 4.25.1.
    
    Prior to the date hereof, the Sellers have completed the reorganization of JADI, in order
that the Sellers hold directly the equity stake originally held by JADI in the Company,
according to the Sellers participation in JADI, which shall be consummated on the date hereof,
although its effectiveness shall be subject to the termination of the legal period related to
the reorganization (the JADI Reorganization). On the Closing Date and on the
Effective Date, no person has or shall have asserted any claim against the Sellers, JADI or
the Company, and none of the Sellers, JADI or the Company has or shall have any claim against
any other person, arising from, or in connection with, the JADI Reorganization.
 41




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##### 



4.25.2.
    
    The JADI Reorganization did not and on the Effective Date shall not: (i) violate any
provision of the organizational documents of JADI or the Company; (ii) conflict with, breach,
constitute a default or an event of default or require any consent under any of the terms of,
result in the termination, amendment, suspension or revocation of, accelerate the maturity of
or create any Encumbrance on, the Quotas or any asset or
property of any of the Company under, any note, bond, lease, license, permit, indenture,
mortgage or any other contract, instrument or arrangement to which the Sellers, JADI or the
Company is a party or by which any of their Assets may be bound or affected; (iii) violate
any Law or Judgment to which the Company, JADI or the Sellers is subject or by which the
Quotas, or any Asset, property or business of any Seller or JADI is bound or affected, or
otherwise requires consents, approvals, authorizations, registrations or filings by, or
with, a Governmental Authority; (iv) cause any taxes to be payable by the Company.
 Brokers Fees.
 Restrictions
 42




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43




---



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5. PURCHASERS REPRESENTATIONS AND WARRANTIES
  Organization, Authority and Qualification of the Purchaser and Mobitec AB.
 5.1.1.
    
    Organization. Mobitec AB is a company duly organized, validly existing and in good
standing under Swedish Law and has all necessary power and authority to enter into this
Agreement and each ancillary agreement to which it is a party as set forth herein, to carry
out its obligations hereunder and thereunder and to consummate the transactions contemplated
hereby and thereby. The Purchaser is limited liability company, duly organized, validly
existing and in good standing under Brazilian Law and has all necessary power and authority to
enter into this Agreement and each ancillary agreement to which it is a party as set forth
herein, to carry out its obligations hereunder and thereunder and to consummate the
transactions contemplated hereby and thereby.5.1.2.
    
    Due Authorization. The execution and delivery by the Purchaser and by Mobitec AB of
this Agreement and each ancillary agreement to which it is a party, the performance by the
Purchaser and Mobitec AB of its obligations hereunder and thereunder and the consummation by
the Purchaser and Mobitec AB of the transactions contemplated hereby and thereby have been
duly authorized by all requisite action on the
 44




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part of the Purchaser, Mobitec AB and its
partners, constituting a legal, valid and binding obligation for the Purchaser and Mobitec AB,
enforceable according to its respective terms.
 5.1.3.
    
    Validity of Agreements; Actions Pending. The Purchaser has not taken any action that
in any respect conflicts with, constitutes a default under, or results in a violation of, any
provision of its articles of association. This Agreement and the ancillary agreements shall
have been duly executed and delivered by the Purchaser, and (assuming due authorization,
execution and delivery by the Purchaser and the Sellers) constitutes a legal, valid and
binding obligations of the Purchaser, enforceable against the Purchaser in accordance with
their respective terms, except that such enforceability may be subject to bankruptcy,
insolvency, judicial recovery (recuperação judicial), reorganization or similar laws in effect
relating to creditors right generally .5.1.4.
    
    Absence of Breach of Law. The Purchaser is not subject or bound by any law or legal
provision that may hamper the signature or formalization of this Agreement or compliance with
its obligations as stipulated herein.5.1.5.
    
    Absence of Litigation. To the best of its knowledge, the Purchaser is not involved
in any pending litigation whose purpose could reasonable be expected to be to hamper or
curtail its capacity to acquire the Quotas held by the Sellers as stipulated in this
Agreement, nor, to the best knowledge of the Purchaser, is there any imminent litigation
pending against it for this purpose.
 5.1.6.
    
    Brokers Fees: No broker, investment banker,
 45




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financial advisor or other person is
entitled to any brokers, finders, financial advisors or other similar fee or commission in
connection with this Agreement or the transactions contemplated hereunder based upon
arrangements made by or on behalf of the Purchaser or any of its Affiliates, except for such
fees or commissions to be exclusively borne by the Purchaser or its Affiliates (excluding,
after the Closing Date, for the avoidance of doubt, the Company).
 5.1.7.
    
    Restrictions. Neither the execution of this Agreement nor the consummation of the
transactions contemplated hereby (i) violates any Judgment or injunction which the Purchaser
is subject to; or (ii) conflicts with, results in a breach of, constitutes a default under,
results in the acceleration of, creates in any party the right to accelerate, terminates,
modifies, or cancels, or requires any notice under any agreement, contract, lease, license,
instrument, or other arrangement to which the Purchaser is a party or by which it is bound or
to which any of its assets is subject (or result in the imposition of any Encumbrance upon any
of its assets); or (iii) contravenes any terms of any agreement (including without limitation
leases, loan agreements/credit facilities) or permit to which the Purchaser is subject or a
party. There is no lawsuit, proceeding or investigation pending or threatened against the
Purchaser, which might prevent the consummation of any of the transactions contemplated by
this Agreement. The Purchaser does not need to give any notice to, make any filing with, or
obtain any authorization, waiver, consent, or approval of (i) parties of any contracts or
agreements or (ii) any Governmental Authority, in order for the Parties to consummate the
transactions contemplated by this Agreement, except for those contemplated by this Agreement.
 46




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6. SUBSTITUTION OF GUARANTEES, ENDORSEMENT AND / OR SURETY
     47




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7. INDEMNIFICATION
 Indemnification by the Sellers Purchaser Indemnified Party
  48




---



##### 



Indemnification by the Purchaser Seller Indemnified Party
  Exclusions
 49




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(i)
    
    resulting from fraud, gross negligence, bad faith or willful misconduct of the Party (either
Purchaser or Sellers) seeking such indemnification; or(ii)
    
    that would not have arisen but for a change in Law made after Closing Date.7.6.1.
    
    Further, the Parties agree that the Sellers shall not be liable to the Purchaser for any
Loss that be incurred exclusively due to applicable Law, which demand results from an act
practiced after the date of this Agreement, in relation to fines due as a result of FGTSdue
from termination of labor agreements and indemnification due as a result of termination of
commercial representatives agreements.
 Survival provided that
 Notice; Payment of Losses; Defense of Claims Indemnifying Party Indemnified Party
 50




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(a)
    
    In the event that (i) any Action or Proceeding is asserted or instituted by any Person other
than a Party or its Affiliates that could give rise to Losses for which an Indemnified
Party intends to seek indemnification from an Indemnifying Party hereunder (such
Proceeding, a Third Party Claim) or (ii) any Indemnified Party hereunder intends
to make a claim to be indemnified by any Indemnifying Party hereunder that does not involve
a Third Party Claim, the Indemnified Party shall promptly (and, in the case of a Third
Party Claim, within such period of time after receiving written notice of such Third Party
Claim that would, in accordance with applicable Law, enable the Indemnifying Party to
answer or challenge such Third Party Claim in a timely fashion), send to the Indemnifying
Party a written notice specifying in reasonable detail the amount, nature and source of the
claim and the amount or estimated amount (which estimate shall not be conclusive of the
final amount of such claim and demand), and including therewith copies of any notices or
other documents received from third parties with respect to such claim (Claim
Notice); provided, however, that failure to give such notice shall not limit the right
of an Indemnified Party to recover indemnity or reimbursement except to the extent that the
Indemnifying Party suffers any material damages as a result of such failure. The
Indemnified Party shall also provide the Indemnifying Party with such further information
concerning any such claims as the Indemnifying Party may reasonably request by written
notice.
 51




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(b)
    
    Upon becoming aware of a Claim Notice for indemnification or reimbursement, the Indemnifying
Party shall, by written notice to the Indemnified Party, either (i) concede or deny liability
for the claim in whole or in part, or (ii) in the case of a Third Party Claim, advise that the
matters set forth in the notice are, or will be, subject to contest or legal proceedings not
yet finally resolved. If the Indemnifying Party concedes liability in whole or in part, the
Indemnifying Party shall, within a period of twenty (20) days of such concession, pay the
amount of the claim to the Indemnified Party to the extent of the liability confessed. Any
such payment shall be made in immediately available funds equal to the amount of such claim so
payable. If the Indemnifying Party denies liability in whole or in part or advises that the
matters set forth in the notice are, or will be, subject to contest or legal proceedings not
yet finally resolved, then the Indemnifying Party shall make no payment (except for the amount
of any conceded liability payable as set forth above) until a final resolution of the matter
is obtained in accordance with this Agreement.
 (c)
    
    In the case of any Third Party Claim, if within a period of twenty (20) days after receiving
the notice described in the preceding paragraph (a) the Indemnifying Party (i) gives written
notice to the Indemnified Party stating that it would be liable under the provisions hereof
for indemnity in the amount of such claim if such claim were valid and that it disputes and
intends to defend against such claim, liability or expense at its own cost and expense and
(ii) provides reasonable assurance and security to such
 52




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Indemnified Party that such
indemnification will be paid fully and promptly if required and such Indemnified Party will
not incur cost or expense during the proceeding, then counsel for the defense shall be
selected by the Indemnifying Party (subject to the consent of all Indemnified Parties which
consent shall not be unreasonably withheld) and all Indemnifying Parties shall not be required
to make any payment with respect to such claim, liability or expense as long as the
Indemnifying Party or Parties are
conducting a good faith and diligent defense at their own expense; provided, however, that
the assumption of defense of any such matters by the Indemnifying Party or Parties shall
relate solely to the claim, liability or expense that is subject or potentially subject to
indemnification.
  53




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7.10.1.
    
    In the event of Third Party Claims in an aggregate amount as set forth in the Claim Notice
greater than US$ 75,000.00 (seventy five thousand United States of America dollars) arise
between the Closing and the Settlement Date, the Purchaser may chose to hold back any of the
installments not yet paid in order to guarantee the full amount of such Third Party Claims.
The Parties agree and acknowledge that once this limit is passed, the Purchaser may withhold
the full and aggregate amount of the amounts provided in
 54




---



##### 



the Third Party Claims and not only
the amount that passes the limit. In the event a Third Party Claim reaches an unappealable
decision or is settled, the amount held back shall either be used to pay or reimburse the
Indemnified Party. In the event the unappealable decision or settlement agreement that results
in a payment to the Sellers or to the Company, as the case may be, the amount held back to
guarantee the
amount of such Third Party Claim shall be released to the Sellers, on a pro rata basis in
accordance with the Quotas owned by the Sellers on Schedule 2.1, within five (5) Business
Days from the date of the publication of the unappealable decision or settlement, duly
adjusted by the applicable interest. Notwithstanding the above, the full amount held back
by the Purchaser, after taking into account any payments made in relation to the Third
Party Claims or amounts released to the Sellers, as per the provisions of this Article,
shall be released by the Purchaser to the Sellers on the second Business Day after the
period of 5 years counted from Effective Date.
 8. NON-COMPETITION, NON-SOLICITATION AND CONFIDENTIALITY PROVISIONS
  (i)
    
    With due regard to Section 8.1.1, directly or
 55




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indirectly, carry out or otherwise support,
engage or have interests in rendering services, manufacture and / or development of (a)
passenger information for use both on-board and off-board transit vehicles; (b) destination
signs and transit passenger information display systems product lines; (c) destination signs
and transit passenger information display systems; (d) stationary signs off-vehicle and
infotainment screens on transit vehicles; (e) light issuing elements (LED), specifically for
the use in transit vehicles, with flip-dot elements, products and technology as well as future
technology generations of same; and (f) other products manufactured by Mobitec AB and its
Affiliates such as Passenger Counting, Vehicle Locating, including fleet management
(AVL) and Video Surveillance (Security), exclusively in relation to sales,
services and marketing;
 (ii)
    
    directly or indirectly, employ, solicit, try to solicit, endeavor to entice away from or
discourage from any person being employed by the Company;
 (iii)
    
    disclosing, informing or making comments, in any manner whatsoever, on any and all
information, records, studies, data, designs, drawings, trademarks, industrial models,
inventions, of which the Sellers are aware, direct or indirectly, in their present capacity of
quotaholders and /or administrators of the Company or by reason of the services provided to
the Company after the Closing Date, and to keep any internal matters of the Company and all
issues of which he may become aware on providing their services strictly confidential. This
confidentiality obligation also includes not only such matters as are inherent in the
 56




---



##### 



operation and business of the Company, but also those to which they had access or become aware
of by any reason of the works or activities carried out by the Company, including their
clients, except if such confidential information is used for activities that do not compete
with this Company according to this Section or in case that such information has already being
used by Sellers or JADI.
 8.1.1.
    
    Exclusion to Non-Compete. The following shall be excluded from the non-compete
provisions: (i) manufacturing and development by JADI of the products mentioned in Section 8.1
(i) (f) above; (ii) Transit Vehicle lighting and Multiplex Systems; (iii) use of LED devices
in other applications not mentioned herein.
 8.1.2.
    
    Furthermore, the Parties undertake to keep confidential all information relating to the
negotiation and this Agreement. This undertaking shall not apply if: (i) such information
becomes generally available to the public; (ii) such information was available to a third
party on a non-confidential basis from a source (other than any of the Parties,) that is not
and was not prohibited from disclosing such information to such third party by a contractual,
legal or fiduciary obligation; or (iii) a Party must disclose confidential information at the
request of a judiciary or fiscal authority in a tribunal to protect its rights. Provided that,
however, in case specified in item (iii) above, the Party that become obliged to disclose such
information shall deliver to the other Party an previous and immediate written notice,
including the disclosed information to the other in a manner that such Party may take all
necessary preparations in the defense of its interests.
 57




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8.1.3.
    
    In any event, such Party shall only disclose as much information as legally required
and shall inform the other Parties about such event within one (1) Business Day of its
occurrence, in a manner that the Parties may take measures as may be appropriate to avoid such
disclosure or minimize its effects, disclosing only that portion of the confidential
information that is legally required, as per counseling of its respective attorneys.
   9. FURTHER COVENANTS
 Key Employees
 Efforts; Further Assurances
 58




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##### 



Public Announcements and Other Disclosures.
 10. RIGHT OF FIRST OFFER OR FIRST REFUSAL FOR ACQUISITION OF JADI
 Right of First Offer or First Refusal Right of First Offer or First Refusal
 59




---



##### 



Right of First Offer or First Refusal Procedure Offering Sellers Offer
Notice
 (a)
    
    the total number of the quotas they hold in JADI, representing the total corporate capital of
JADI (Offered Quotas);(b)
    
    the terms, price and update criteria, if any, and the other conditions, including the payment
conditions;(c)
    
    should there be an interested party, the name and identification of the interested third
party, its main activity and, if a corporate legal entity, its quotaholders or shareholders,
indicating, where possible, its ultimate controlling structure; and(d)
    
    should there be an interested party, a copy of the proposal submitted by it. It shall not be
a requirement to trigger this procedure that there actually be an interested third party, and
a Seller may trigger this procedure based solely on its intent to transfer.
 10.2.1.
    
    If the Purchaser is intending to exercise its Right of First Offer or First Refusal it
shall notify the Offering Sellers, within 90 (ninety) days as from the date of receipt of the
Offer Notice (Period for Exercising the Right of First Offer or Refusal).
 10.2.2.
    
    Once the Purchaser has exercised the Right of First Offer or First Refusal, the sale and
transfer of the Offered Quotas shall be carried out within 30 (thirty) days following the
expiration of the Period for Exercising the
 60




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Right of First Offer or Refusal.
 10.2.3.
    
    In any case, the Purchaser has the Right of First Offer or First Refusal to acquire all and
not less than all of the Offered Quotas.
  10.2.5.
    
    Once the Offered Quotas have been offered to the Purchaser and the Purchaser decides not to
exercise such Right of First Offer or First Refusal with respect to the whole of the Offered
Quotas, the Offering Sellers may only sell the Offered Quotas to third parties, provided (i)
the terms and conditions are identical to those offered to the Purchaser and (ii) that the
transaction is carried out within ninety (90) days after the Offering Sellers became free to
sell and transfer the Offered Quotas. In case the sale and transfer of the Offered Quotas is
not concluded by the Offering Sellers within the 90 (ninety) days referred to in this Section,
then the above procedure for exercise of the Right of First Offer or First Refusal shall be
reinitiated.
  61




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11. NOTICES
  11.1.1.
    
    Notice shall be deemed to have been received by a Party when: (i) delivered by registered
mail or equivalent postal delivery, unless actually received earlier, on the fifth
(5th) Business Day after posting; (ii) delivered by hand, on the day of delivery;
(iii) delivered by fax or e-mail, on the day of receipt by the sender of a written
confirmation of receipt by the recipient (excluding automatically generated receipt messages).
 11.1.2.
    
    All such notices and communications shall be addressed as set out below or to such other
addresses as may be given by written notice in accordance with this Article.
 If to Purchaser
 c/o Mobitec AB (publ).
 Attention             DavidLTurney@digrec.com
 Attention
 62




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oliver.wels@mobitec.eu
 With a copy to:
 Gray, Layton, Kersh, Solomon,  Furr & Smith, P.A.
 Barbosa, Mussnich & Aragão Advogados        psb@bmalaw.com.br hfs@bmalaw.com.br
 If to Sellers
 Roberto and Lorena Demore
 If to JADI:
 JADI Itinerários Eletrônicos Ltda.
 With a copy to
 Zulmar Neves Advocacia
 63




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##### 



zulmarnevescx@zulmarneves.adv.br zulmarnevespoa@zulmarneves.adv.br
 11.1.3.
    
    Notwithstanding anything to the contrary provided in this Agreement, a written notice or
other communication actually received by any of the Parties (and for which written receipt has
been obtained) shall be adequate written notice or communication to it notwithstanding that
the notice was not sent to or delivered at its chosen address.
 12. GENERAL PROVISIONS
 Irrevocability and Amendment
 Tolerance and Waivers
 Assignment
 Final Understanding
 64




---



##### 



Late Payments
 Expenses
 Tax Liability that
 Schedules
 Severability
 Specific Performance
 65




---



##### 



adequate
 Time Periods
 Third Party Beneficiaries
 Governing Law and Disputes
 Language
 Intervening Party
 66




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13. RESOLUTION OF DISPUTES (ARBITRATION)
 Arbitration
 13.1.1.
    
    Other than enforcement of arbitration decisions and obligations to pay certain and liquid
amounts, which may be enforced through judicial execution proceedings, all disputes arising
out of or related to this Agreement, including, without limitation, disputes as to its
validity, efficacy, breach, interpretation, termination, rescission and consequences thereof,
shall be resolved by arbitration on the following terms and conditions.13.1.2.
    
    The dispute shall be submitted to the Centro de Arbitragem da AMCHAM (Arbitration Center of
the American Chamber of Commerce), in accordance with its rules (Rules) in effect on
the date on which the application to commence arbitration proceedings is filed. The
arbitration proceedings shall be conducted in Portuguese, and translated into English should
the Party deem translation to be necessary.13.1.3.
    
    The arbitral decision shall be final and unappealable and shall be binding on the Parties,
which hereby agree to comply with it
 67




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voluntarily.
 13.1.4.
    
    The arbitration shall be conducted in the City of São Paulo, State of São Paulo, Brazil,
and the arbitrators shall be prohibited for deciding the arbitration on the basis of equity.13.1.5.
    
    The Arbitration Panel shall be composed of three members, called arbitrators, who shall be
appointed by each side (Claimants and Respondents) according to the following procedure: the
Parties hereto deciding to call arbitration (Claimants) shall notify the other Parties
(Respondents) giving detailed reason for the installation of the arbitration and appointing
their arbitrator, jointly. The Respondents, jointly, shall appoint the second arbitrator
within ten (10) days after receipt of said notification and the two arbitrators shall appoint
a third arbitrator, who shall act as the Chairman of the Arbitration Panel. If either side
fails to make such appointment within ten (10) days, then the President of the AMCHAM shall
appoint that arbitrator.13.1.6.
    
    The arbitration shall proceed even in the event any of the Parties fails to appear.13.1.7.
    
    Unless the arbitration decision otherwise determines, the expenses of the arbitration shall
be divided equally among the Parties involved in the proceeding, with the exception of the
individual expenses incurred by each Party with respect to the conduct of the proceedings,
including, without limitation, attorneys fees.13.1.8.
    
    Each Party retains the right to apply to a competent court for urgent interim or
provisional relief, prior to the constitution of the Arbitration Panel, without such
application being interpreted as a waiver of arbitration. In the event of an application for
urgent interim or provisional relief, the
 68




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##### 



AMCHAM shall immediately be informed as to whether
the relief applied for has been obtained. For the purposes of obtaining urgent interim or
provisional relief pursuant to this Section, the Parties elect the central courts of the City
of São Paulo, State of São Paulo, to the exclusion of all other courts, however privileged
they may be. Once the Arbitration Panel has been constituted, the Parties shall apply to the
panel for such relief.
 13.1.9.
    
    The Parties hereby agree that the arbitration proceedings shall be kept confidential, and
the elements thereof (including, without limitation, the Parties claims, evidence, expert
reports and other information and documents presented by third Parties, and all other
documents presented or exchanged in the course of the arbitration proceedings) may be
disclosed only to the Arbitration Panel, the Parties, their counsel and any other person
necessary to the conduct of the arbitration proceedings, unless such disclosure is required in
order to comply with the obligations imposed by law or by any competent authority.
 13.1.10.
    
    In case this Agreement or any part of it is assigned or transferred to a third party, such
third party shall automatically be bound by the provisions of this arbitration clause.
 69




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Parties:
 Comprador / Purchaser
 /s/ Marcelo Duarte
 MOBITEC EMPREENDIMENTOS E PARTICIPAÇÕES LTDA.
   Vendedores / Sellers
 /s/Roberto Juventino Demore
    
    /s/ Lorena Giusti DemoreROBERTO JUVENTINO DEMORE
    
    LORENA GIUSTI DEMORE
 Partes Intervenientes:
 /s/ Roberto Juventino Demore
    
    /s/ Lorena Giusti Demore
 JADI ITINERÁRIOS ELETRÔNICOS LTDA.
    /s/ Roberto Juventino Demore
 MOBITEC BRASIL LTDA.
   /s/ Oliver Andreas Wels
 MOBITEC AB (publ)
   Testemunhas/Witnesses
 Nome:
    
    
    
    Nome:RG:
    
    
    
    RG:CPF
    
    
    
    CPF
 70




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LIST OF
SCHEDULES1
 Schedule 2.1.1
    
    Form of Amendment to Articles of Association of Association of Mobitec Brasil Ltda., to be executed by and
between Mobitec Empreendimientos e Participações Ltda., as Purchaser, and Roberto Juventino Demore and Lorena
Giusti Demore, as Sellers.Schedule 2.5
    
    Form of Promissory Note to be issued by Mobitec Empreendimientos e Participações Ltda., as Maker, and Mobitec
AB, as guarantor, to Roberto Juventino Demore and Lorena Giusti Demore, as Sellers, in the principal amount of
US$1,000,000.Schedule 2.6
    
    Form of Promissory Note to be issued by Mobitec AB to Roberto Juventino Demore and Lorena Giusti Demore, as
Sellers, in the principal amount of US$1,950,000.Schedule 2.7(b)
    
    Form of Power of Attorney to be granted by Roberto Juventino Demore and Lorena Giusti Demore, as Sellers, to
Mobitec Empreendimientos e Participações Ltda., as Purchaser.Schedule 2.7(e)
    
    Form of Services and Non-Compete Agreement, by and between Mobitec Empreendimientos e Participações Ltda. and a
company held by Roberto Juventino Demore.Schedule 2.7(f)
    
    Form of Preferred Supply Agreement, by and among Mobitec Empreendimientos e Participações Ltda., Roberto
Juventino Demore and Lorena Giusti Demore, as Sellers, and Jadi Itenerários Electrônicos Ltda.Schedule 2.7(g)
    
    Form of Termination of Quotaholders Agreement.Schedule 2.8(c)
    
    Form of Sellers Closing Certificate; Form of Closing Certificate of Jadi Itenerários Electrônicos Ltda.Schedule 2.10
    
    Form of Power of Attorney to be granted by Mobitec Empreendimientos e Participações Ltda., as Purchaser, to
Roberto Juventino Demore and Lorena Giusti Demore, as Sellers,
 
 1
    
    The registrant hereby agrees to furnish supplementally
a copy of any omitted schedule(s) to the Quota Purchase Agreement to the
Securities and Exchange Commission upon request. 71




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Schedule 4.4.1
    
    Consolidated Financial Statements of Mobitec Brasil Ltda. for financial year ended December 31, 2008.Schedule 4.4.2
    
    Closing Balance Sheet of Mobitec Brasil Ltda. as of June 30, 2009.Schedule 4.6.1
    
    Properties and Assets Owned or Leased by Mobitec Brasil Ltda.Schedule 4.7
    
    LeasesSchedule 4.10.1
    
    Intellectual PropertySchedule 4.17
    
    Bank Accounts and Authorized SignatoriesSchedule 4.18
    
    Names and respective powers of attorneys-in-fact of Mobitec Brasil Ltda.Schedule 4.19
    
    Current EmployeesSchedule 6.1
    
    Guarantees, Endorsements and/or Surety in favor of Mobitec Brasil Ltda. to be substituted by Mobitec
Empreendimientos e Participações Ltda.
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