exv10w43





Exhibit 10.43



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



QUOTA PURCHASE AGREEMENT




This Quota Purchase Agreement (“Agreement”) dated as of July 22, 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, in the
city of Sao Paulo, State of Sao Paulo, hereinafter referred to as “Purchaser”;
and



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”,
hereinafter referred to as “Roberto”; and



(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.



1









 







“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”, hereinafter referred to as “Lorena”, and together with Roberto,
referred to as the “Sellers”;


As intervening party and guarantor of the obligations of the Sellers,



(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, hereinafter referred to as “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 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), hereinafter referred
to as “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, hereinafter referred to as “Mobitec
Brazil” or the 


2








 







“Company”.



Purchaser, Sellers, JADI, Mobitec AB and the Company hereinafter also referred individually as
“Party” and collectively as “Parties”.



WHEREAS:



(i) On the date hereof and according to the JADI Reorganization, Roberto
and Lorena are the lawful and sole owners of 1,555,860 and 388,965 quotas,
respectively, collectively representing 50% (fifty per cent) of the Company’s
corporate capital, with an individual par value of R$1.00 (one real), duly
subscribed and paid-up and free and clear of any and all Encumbrances (as defined
below) (“Quotas”);



(ii) The Purchaser is the lawful and sole owner of 1,944,825 quotas,
representing the remaining 50% (fifty per cent) of the Company’s corporate
capital, with an individual par value of R$1.00 (one real), duly subscribed and
paid-up;



(iii) Sellers desire to irrevocably and definitely sell, assign, transfer
and convey the totality of their Quotas in the Company to the Purchaser and the
Purchaser agrees to irrevocably and definitely purchase and acquire such Quotas
from Sellers, according to the terms and conditions contained herein;



(iv) Immediately after the consummation of the assignment and transfer of
the Quotas, the Purchaser will hold one hundred per cent (100%) of the Company’s
corporate capital, hereby undertaking to restitute the plurality of the
quotaholders within the period of 180 (one hundred and eighty) days, counted as of
the date of the amendment to the articles of association which contemplates the
transfer of the Quotas, in accordance to the provisions of the Brazilian Civil
Code.



(v) Board of Directors of Mobitec AB,



3









 







controlling partner of the
Purchaser, has approved all the transactions contemplated in this Agreement,
including the purchase of the Quotas from the Sellers; and



(vi) Mobitec AB has obtained a written authorization from BHC Interim
Funding III, L.P., with regard to the transactions contemplated in this Agreement.



NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties,
covenants, agreements and conditions of the Parties hereinafter set forth, and intending to be
legally bound hereby, the Parties hereto agree to enter into this Quota Purchase Agreement (the
“Agreement”), which shall be governed by the following terms and conditions:



1 DEFINITIONS; CONSTRUCTION PRINCIPLES



1.1 For purposes of this Agreement, the following capitalized terms will have the meanings
specified below (all terms used in this Agreement or in its Schedules which are not defined in this
Section but defined elsewhere in this Agreement or in its Schedules, will have for purposes of this
Agreement and its Schedules the meanings set forth elsewhere in this Agreement or in its
Schedules):



“Affiliate” when used in reference to a specified Party, any other person that directly or
indirectly Controls, is Controlled by or is under common Control or shared Control with the
specified Party. As used in this definition, “Control” (including, with its related meanings,
“controlled by” and “under common control with”) shall mean possession, directly or indirectly, of
the power to administer or to instruct management’s administration of policies (whether through
ownership of securities or partnership or other ownership interests, by contract or otherwise). For
purposes of this Agreement any person owning fifty per cent (50%) or more of the voting securities
of



4









 







another person shall be deemed to control that person.



“Assets” has the meaning set forth in Section 4.12.



“Brazilian GAAP” means the generally accepted accounting principles and practices in Brazil
and according to Brazilian accounting, corporate and tax legislation, including the amendments
introduced by Laws 11,638/2007 and 11,941/2009.



“Business Day(s)” means any other day than a Saturday, Sunday or public holiday in São
Paulo, SP, Brazil, or in New York, New York, United States of America.



“Claim Notice” has the meaning set forth in Section 7.8 (a).



“Closing” has the meaning given to it in Section 2.1.



“Closing Balance Sheet” has the meaning given to it in Section 4.4.2.



“Closing Date” has the meaning given to it in Section 2.1.



“Consolidated Financial Statements” has the meaning set forth in Section 4.4.1.



“Effective Date” means the 10th Business Day following the receipt by the
Purchaser from the Sellers of a copy of the articles of association and/or Partner’s resolution of
JADI approving the JADI Reorganization and of the amendment to the articles of association of the
Company reflecting the assignment of the Quotas from JADI to the Sellers, both duly registered with
the Board of Trade of the State of Rio Grande do Sul.



“Encumbrances” shall mean any and all liens, claims,



5









 







charges, security interests, pledges,
mortgages, pre-emption or first refusal rights (including, without limitation, any corporate law or
contractual rights for the benefit of the Sellers or third parties) or other encumbrances or rights
or claims of others (including, without limitation, any options, agreements, or similar rights) of
any nature whatsoever.



“Exchange Rate” means, for any given date, the selling rate for the dollars of the United
States of America as quoted by the Central Bank of Brazil via SISBACEN for PTAX-800, option 5. If,
for any reason, the PTAX-800 rate is not quoted by the Central Bank of Brazil, the Exchange Rate
shall be the average of the three average exchange selling rates of the dollars of the United
States of America quoted by each of the following Brazilian banks: (i) Citibank S.A., (ii) Banco
Santander S.A. and (iii) Itaú — Unibanco for the commercial transactions performed in the business
day immediately preceding the relevant date.



“Financed Amount” has the meaning set forth in Section 2.3.



“Quarter Installment” has the meaning set forth in Section 2.3. (b)



“Financed Amount Interest” has the meaning set forth in Section 2.3. (b)(i).



“Governmental Authority” means any federal, state, local or foreign government or any
court, tribunal, administrative agency or commission or other governmental or regulatory authority
or agency, domestic, foreign or supranational.



“Indebtedness” means, without duplication, (a) all obligations for borrowed money or with
respect to deposits or advances of any kind, (b) all obligations evidencing bonds, debentures,
notes or other similar instruments or upon which interest charges are customarily paid, (c) all
guarantees of the foregoing, (d) all obligations for the deferred purchase price of



6









 







property or
services (other than current accounts payable arising in the ordinary course of business), (e) all
payment obligations with respect to interest rate or currency protection agreements or other
hedging contracts, (f) all obligations as an account party under any letter of credit and (g) all
obligations under capital leases. For the avoidance of doubt, “Indebtedness” shall not include
ordinary course trade payable to vendors.



“Indemnified Party” has the meaning set forth in Section 7.8.



“Indemnifying Party” has the meaning set forth in Section 7.8.



“Intellectual Property” shall mean patents, trademarks, trade names, service marks, service
names, copyrights, trade secrets and other proprietary intellectual property, as well as all
pending applications, issued registrations and registrations rights with respect to any of the
foregoing.



“JADI Reorganization” has the meaning set forth in Section 4.25.



“Judgments” means any judgments, orders, injunctions (temporary or permanent), decrees,
rulings or awards of any Governmental Entity, arbitrator or other judicial authority.



“Knowledge” means, with respect to any person, the actual knowledge of such person, and the
knowledge that such person would have acquired upon diligent inquiry or that is imputed to such
person by operation of law.



“Law” means any federal, state, local or foreign or administrative law, statute, code,
ordinance, rule, regulation, settlement, awards or other requirement enacted, promulgated, issued
or entered by any Governmental Authority.



7









 





“Liabilities” means any liabilities, debts or obligations of any nature, whether known or
unknown, accrued, absolute, fixed, contingent, liquidated, unliquidated or otherwise and whether
due or to become due.



“Losses” means any and all damages, claims, losses, costs, expenses, fines, fees,
deficiencies, interest, awards, judgments, amounts paid in settlement and penalties (including,
without limitation, reasonable attorneys’, consultants’ and experts’ fees and expenses and other
costs of defending, investigating or settling claims) actually suffered or incurred by a party
(including, without limitation, in connection with any Proceeding brought or otherwise initiated by
any of the Parties).



“Notice of Payment Default of the First Promissory Note” has the meaning set forth in
Section 2.5.1.



“Notice of Payment Default of the Second Promissory Note” has the meaning set forth in
Section 2.6.1.



“Offer Notice” has the meaning set forth in Section 10.2.



“Offered Quotas” has the meaning set forth in Section 10.2 (a).



“Offering Seller” has the meaning set forth in Section 10.2.



“Period for Exercising Right of First Offer or First Refusal” has the meaning set forth in
Section 10.2.1.



“Proceeding” means any action, causes of action, claim, suit, complaint, subpoena,
petition, investigation, proceeding, arbitration, mediation, litigation or governmental authority
investigation, audit, document request or other proceeding, whether



8









 







civil or criminal, in law or in
equity, or before any arbitrator or a Governmental Authority.



“First Promissory Note” has the meaning set forth in Section 2.5.



“Second Promissory Note” has the meaning set forth in Section 2.6.



“Purchaser’s Indemnified Party” has the meaning set forth in Section 7.1.



“Purchase Price” has the meaning set forth in Section 2.2.



“Effective Date Amount” has the meaning set forth in Section 2.3 (a).



“Quotas” has the meaning given to it in the Whereas (i) and shall include all quotas
currently held by the Sellers in the Company and also any and all quotas to be held by the Sellers
in the Company resulting from any capital subscription, warrants, options, bonus, grouping or
splitting.



“Right of First Offer or First Refusal” has the meaning set forth in Section 10.1.



“Rules” has the meaning set forth in Section 13.1.2.



“SELIC” means the fee calculated in the Special System of Settlement and Custody and
obtained through the calculation of the adjusted and weighted mean rate of daily funding
operations, based on government bonds and settled in the referred system or in assets’ clearing and
settlement agencies, as matched transactions.



“Sellers’ Indemnified Party” has the meaning set forth in Section 7.4.



“Settlement Date” has the meaning set forth in Section



9









 







2.3 (b).



“Skipped Installment” has the meaning set forth in Section 2.3 (b)(ii).



“Tax”, “Taxes” and “Taxation” shall include all federal, state and
municipal taxes, assessments, duties or similar charges, whether based on income, profits, gross
receipts, franchise, sales, use, occupation, registration duties, excise, circulation of goods and
merchandise, withholdings, social security taxes, social security contributions, property, customs,
fees, interest and penalties thereon or related thereto and “Tax Authorities” means the authorities
administering or imposing such Taxes.



“Third Party Claim” has the meaning set forth in Section 7.8 (a).



1.2 Construction Principles. This Agreement shall be construed in accordance with the
following 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









 











	 	 	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



2.1 Sale and Purchase of Quotas. Upon the terms and subject to the conditions contained
herein, on the date hereof, each Seller severally sells and transfers all of such Sellers’ right,
title and interest in and to the Quotas owned by him/her and as specified in the chart below, and
Purchaser purchases the Quotas from each Seller, for the consideration hereinafter set forth;
provided, however, that Purchaser shall not make any payment for the Quotas unless and until all
Quotas set forth below are delivered concurrently to Purchaser, free and clear of all Encumbrances,
as provided herein. The closing of the sale and purchase of the Quotas (the “Closing” and
the date of Closing referred to as “Closing Date”) shall take place concurrently with the
execution and delivery of this Agreement and the effectiveness of such transfer and assignment
shall retroact to July 1, 2009.



11









 





	 	 	 	 	 	 	 	 	 
	 	 	Number of	 	 
	 	 	Quotas to	 	Percentage
	Quotaholder	 	be sold	 	of total
	Roberto Demore
	 	 	1,555,860	 	 	 	80	 
	Lorena Demore
	 	 	388,965	 	 	 	20	 
	Total
	 	 	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.





2.2 Purchase Price. The total purchase price to be paid by Purchaser to the Sellers in
consideration of the Quotas is USD 2,950,000.00 (two million nine hundred and fifth thousand united
states dollars), to be converted in Brazilian currency on the Effective Date, according to the
Exchange Rate (the “Purchase Price”). The Purchase Price shall be payable on a pro rata
basis to each Seller for the amount of Quotas owned by each Seller, as per the chart indicated in
Section 2.1 above. The Purchase Amount shall be paid as per Section 2.3 below.



2.3. Payment of Purchase Price; Delivery of Purchased Shares



(a) On the Effective Date, Purchaser shall pay one million United States dollars (US$ 1,000,000) to
be converted in Brazilian currency (Reais), according to the Exchange Rate on the Effective Date,
payable on a pro rata basis to each Seller for the amount of Quotas owned by such Seller as per the
chart indicated in Section 2.1 above, which shall be paid by wire



12









 







transfer of immediately available
funds into the accounts designated by the Sellers below (“Effective Date Amount”).



	 	 	 
	Seller
	 	Account Details
	Roberto
Demore

	 	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.”
	 	 	 
	Lorena
Demore

	 	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.”






(b) The remaining amount of the Purchase Price (the
“Financed Amount”), in the equivalent to one million, nine hundred
and fifty thousand United States dollars (US$ 1,950,000) shall be paid by
the Purchaser to the Sellers, in Brazilian reais as per the Exchange Rate,
on a pro rata basis to each Seller for the amount of Quotas owned by such
Seller as per the chart indicated in Section 2.1 above, in twelve (12)
successive fixed quarterly installments due within 30 days following close
of each calendar quarter (the “Quarter Installments”). The Quarter
Installments shall be paid in Brazilian currency (Reais) and converted
according to the Exchange Rate on the day immediately prior to payment. The
first quarterly payment installment shall be due within 30 days after the
close of the calendar quarter ending December 31, 2009 and the subsequent 11
installments shall be due within 30 days after the close of each subsequent
calendar quarters, in such a manner that the 2nd Installment
shall be due within 30 days after the close of the calendar quarter ending
March 31, 2010, and so on. The last installment shall be due within 30 days
after the close of the calendar quarter ending September 30, 2012
(“Settlement Date”). The payments of each installment shall be made
by wire transfer of immediately available funds into the accounts designated
by the Sellers
above or to



13









 







a different account, provided written notice of
the designated account is given to the Purchaser
within 10 days from the end of the respective calendar quarter. The Purchaser
and Sellers agree to the following in relation to the Financed Amount:



(i) Interest. The outstanding balance
of the Financed Amount shall accrue a simple interest on the
principal amount thereof from the Closing Date through the date of
each Quarter Installment, at the rate of five per cent (5%) per
annum, except if otherwise agreed by the Parties, shall be paid on
the same date of the payment of each Quarter Installment
(“Financed Amount Interest”);



(ii) Skipping of Installments. The
Purchaser may, at its own discretion, skip the payment of the amount
of the principal of two Quarter Installments (each installment
skipped referred to as “Skipped Installment”), provided,
however, that (a) the two Skipped Installments may not be successive;
(b) the Financed Amount Interest of the Skipped Installment shall be
paid by the Purchaser on the due date, as per Section 2.3 (b) (i)
above; (c) the Purchaser notifies the Sellers of its intention not
to pay the Skipped Installment within 30 days of the date the payment
of such Skipped Installment is due; (d) the Skipped Installments
shall be due on the Settlement Date; (e) the Skipped Installments
shall accrue a penalty interest at a rate of 9% per annum on the
principal amount of the Skipped Installment from the date such
Skipped Installment would be due. Nevertheless, the non payment of
any two successive Quarter Installments, shall result in the
acceleration of all of the Quarter Installments, accrued by due
interests calculated pro rata temporis and the penalty established
above.



14









 





(c) In the event of Third Party Claims in an aggregate amount
greater than US$ 75,000.00 (seventy five thousand united states dollars)
arise between the Closing Date and the Settlement Date, the Purchaser may
chose to hold back one or more of the Quarter Installments not yet paid in
order to guarantee the full amount of such Third Party Claims, as per
Section 7.10.1. 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 the Third Party Claims and not only the amount that
passes the limit. The Quarter Installments withhold due to a Third Party
Claim shall accrue an interest rate under the terms of Section 2.3 (b) (i)
until the date of payment of such Quarter Installment to the Sellers, over
the outstanding amount of the withheld amount.



2.4. Upon delivery of the Effective Date Amount and each of the Quarter Installments, as per the
terms of this Agreement, such portion of the Purchase Price shall be considered fully released and
the Purchaser shall be considered as having fully complied with its obligation to pay such portion
of the Purchase Price. Therefore, the deposit of the funds in the Sellers’ bank account shall
constitute an irrevocable and irreversible release from the Sellers to the Purchaser regarding the
payment of such portion of the Purchase Price and will give the Sellers no right to claim from the
Purchaser for any amount regarding such payment. The deposit of each Quarter Installment of the
Financed Amount into the Sellers’ bank accounts shall also constitute an irrevocable and
irreversible release from the Sellers to the Purchaser regarding the payment of such Quarter
Installment of the Financed Amount and will give the Sellers no right to claim from the Purchaser
for any amount regarding such payment.



2.5. As a guarantee of the payment of this Effective



15









 







Date Amount, the Purchaser shall deliver a pro
solvendo, non-negotiable, non-transferrable and non-endorseable promissory note in the form of the
Schedule 2.5 of this Agreement, which shall be delivered with the co-signature of Mobitec AB, in
the capacity of controlling partner of the Purchaser (the “First Promissory Note”).




	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









 






	 	 	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.





2.6. Security for the Financed Amount. As a security for the full performance of the
obligations of the Purchaser to pay the Financed Amount, Mobitec AB, in its capacity of controlling
quotaholder of the Purchaser, shall deliver to the Sellers a promissory note (the “Second
Promissory Note”), in the form of Schedule 2.6 and shall be delivered on the Closing Date.




	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









 






	 	 	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.





2.7. Deliveries at Closing.



On the Closing Date, the following acts shall be carried out by the Parties:



18









 






	(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









 






	 	 	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









 






	 	 	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.





2.8. Deliveries on the Effective Date



On the Effective Date, the following acts shall be carried out by the Parties:




	(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









 






	 	 	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









 






	(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









 






	(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









 






	 	 	Compete Agreement mentioned above.





2.10. This Agreement may be terminated by the Sellers (at its exclusive criteria) at any time, in
case of default of the Purchaser of its responsibility to pay the Acquisition Price evidenced by
the First Promissory Note, provided the terms of Section 2.5 are observed. In order to exercise the
right to terminate this Agreement, without prejudice of the effectiveness of such termination,
which shall occur immediately and produce all legal effects, the Sellers shall notify the
Purchaser, at any time after the periods granted to the Company to make the payments have elapsed.
In the event of termination of this Agreement, the Parties shall take the necessary measures to
return to the status quo prior to Closing Date, so that the Quotas transferred to the Purchaser
shall be transferred back to the Sellers and all agreements signed on the Closing Date shall be
considered null and void. Therefore, the Shareholders’ Agreement currently in force and terminated
as per this Agreement, shall remain in force according to the same terms and conditions. In this
respect, the Purchaser shall grant to the Sellers a power of attorney as per Schedule 2.10
containing powers for the Sellers to represent the Purchaser in its capacity as partner of the
Company, exclusively for the execution of the amendment to the Articles of Association of the
Company and necessary documents to transfer the Quotas transferred according to this Agreement back
to the Sellers.



2.11. The right of terminate this Agreement assigned to the Sellers constitutes an additional right
related to any other that the Sellers may have under the terms of this Agreement, or under any
other manner. Therefore, the exercise of the right of termination shall not constitute a choice
between such rights conceded to the Sellers, exception made to the payment of the Acquisition
Price, which may not be demanded in the event of termination of this Agreement by the Sellers. In
case of termination of this Agreement, all obligations shall also be terminated, except to those
related to jurisdiction and



25









 







applicable law, which shall remain in force; provided, however, that
the respective rights and obligations of the Parties related to any violations or defaults under
this Agreement shall remain in force even in case of termination of this Agreement.



3. CONDITIONS TO THE PURCHASE OF THE QUOTAS



3.1. Conditions to Obligations of Each Party. The obligations of the Purchaser and each of
the Sellers to consummate the transactions contemplated herein are subject to the satisfaction, on
or prior to the Closing Date (or on the Effective Date, as applicable), of the following
conditions:




	(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









 






	(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



As an inducement to Purchaser and Mobitec AB to enter into this Agreement, each of the Sellers and
JADI, jointly and severally, hereby represent and warrant to the Purchaser and Mobitec AB, on their
behalf and on behalf of the Company, that as of the date hereof, which will remain valid on the
Effective Date:



4.1. Capacity and Title of Ownership of the Sellers




	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









 






	 	 	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









 






	 	 	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.





4.2. 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









 






	 	 	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.





4.3. Activities. Sellers and JADI, as applicable, are not, have not and will not be
carrying out any services of rendering, manufacturing, development and selling of products as
listed in the Section 8.1 of this Agreement, whether directly or indirectly, and whether as
individuals or through any company or entity other than the Company.



4.4. Consolidated Financial Statements.



30









 






	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









 












	 	 	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.





4.6. 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.





4.7. Leases. Schedule 4.7 contains an accurate and complete list of all leases to which the
Company is a



32









 







party (as lessee or lessor). The Company is not in default in complying with any
provision of the leases and, except as so disclosed, each lease is in full force and effect
(assuming the due authorization, execution and delivery of such lease by the other party thereto).
All rents and additional rents due to date on each such lease have been paid and there exists no
occurrence, condition or act of which the Company or the Sellers are aware (including the
transaction contemplated hereunder) which, with the giving of notice, the lapse of time or the
happening of any further event or condition, would become a default or event of default under such
lease. The property and premises leased by the Company are in a state of good maintenance and
repair and are adequate and suitable for the purposes for which they are currently being used.



4.8. Litigation. There is no action, suit or proceeding brought by any person, or any
arbitration or any administrative or other proceeding by or before (or, to the best Knowledge of
Sellers, any investigation by) any governmental or other instrumentality or agency, pending or, to
the best Knowledge of Sellers, threatened against the Company, Sellers or JADI, as applicable, or
any of the Company’s respective properties or rights. Sellers do not have Knowledge of any facts or
circumstances which would provide a valid basis for any such action, proceeding or investigation.



4.9. 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:





(i) obtained or sought to obtain a Taxation advantage through any fraud or evasion; or



(ii) made or entered into any arrangement, undertaking or scheme which was at the time it was
entered into or has subsequently become a sham or fiscal nullity.




	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.





4.11. Contracts. The Company is in compliance with all obligations under any contract,
whether oral or written, to which it is a party. Each such contract is legal, valid, binding,
enforceable and in full force and effect and will not cease to be legal, valid, binding,
enforceable and in full force and effect on identical terms by reason of the consummation of the
transactions contemplated hereby. No party to any such contract is in breach or default
thereunder, and no event has occurred which with notice or the lapse of time would constitute a
breach or default thereunder, or cause the termination, modification or acceleration of any
contract. No party to any such contract has repudiated any provision of any such contract in
accordance with the terms thereof. There are no outstanding payment obligations of any the Company
with respect to services rendered or goods purchased from third parties, other than payment
obligations scheduled to become due from time to time under each such contract. To the best of the
Sellers’ Knowledge, none of the clients of the Company has advised any of the Sellers or JADI, as
applicable, whether orally or in writing, whether formally or informally, that it is considering to
terminate or reduce its business with, or is dissatisfied with, the handling of its business by the
Company.



4.12. Conduct of Business. The Company owns, leases, licenses or has the legal right to use
all the properties and assets, including the Company



35









 







Intellectual Property, and its real property,
used or intended to be used in the conduct of the its business or otherwise owned, leased or used
by the Company (collectively, the “Assets”), and, with respect to contract rights, is a
party to and enjoys the right to the benefits of all contracts, agreements and other arrangements
used or intended to be used by the Company or in or relating to the conduct of the business, all of
which properties, assets and rights constitute Assets. The Company also has all the necessary
licenses and permits in order to conduct the business.




	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.





4.13. Receivables. Except to the extent, if any, provisioned against on the Closing Balance
Sheet, all Receivables existing as of the Closing will have arisen from, the sale of inventory or
services to persons not affiliated with the Company, with the exception of JADI, in the ordinary
course of business consistent with past practice and, except as provisioned on the Closing Balance
Sheet, constitute or will constitute, as the case may be, only valid, undisputed claims of the
Company not subject to valid claims of setoff or other defenses or counterclaims other than normal
cash discounts accrued in the ordinary course of business




36











 





consistent with past practice.



4.14. Debtors. All claims of the Company against their respective debtors (including but
not limited to all such claims listed as book debts or accounts receivable) are valid, representing
obligations for payment arising from bona fide transactions, subject to no known defenses, set-offs
or counterclaims.



4.15. Employment Relations. To the best Knowledge of Sellers and JADI, as applicable, and
except if otherwise informed to Purchaser in writing (a) the Company is in compliance in all
material respects with all applicable laws respecting employment and employment practices, terms
and conditions of employment and wages and hours, including labor, civil rights, and occupational
safety and health laws, and is not engaged in any unfair labor practice; (b) no unfair labor
practice complaint against the Company is pending before any governmental or regulatory entity; (c)
there is no labor strike, dispute, slowdown or stoppage actually pending or, to the best Knowledge,
information and belief of the Company and the Sellers, threatened against or involving the Company;
(d) no grievance which might have an adverse effect on the conduct of the Company’s business is
pending or has been asserted; and (e) the Company has not experienced any work stoppage or any
other labor difficulty during the last three years.




	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









 












	 	 	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.





4.16. Pensions. The Company has no individual or collective pension schemes (including but
not limited to schemes for retirement pension, early retirement pension, disability pension and
survivor pension) other than as required by applicable law. The Company is in compliance with any
legal obligations it may have with regard to pensions.



4.17. Bank Accounts. Schedule 4.17 contains an accurate and complete list showing the name
of each bank in which the Company has accounts, credit lines or safe deposit boxes and the names of
all persons authorized to draw thereon or to have access thereto.



4.18. Powers of Attorney. Schedule 4.18 contains an accurate and complete list of
all the
attorneys-in-fact of the Company with their respective powers. The Sellers and the Company have
delivered to the Purchaser all of the powers of attorney granted by the Company and except for
those disclosed in such Schedule 4.18, the Company has not granted any other powers of attorney.
Except as contemplated by this Agreement, the power of attorney granted by the Company to Lorena
shall be duly revoked on the date hereof. The Power of attorney granted by the Company to Guilherme
shall be revoked as soon as the amendment to the articles of association of the Company appointing
him as an officer is duly registered with the Board of Trade of the State of Rio Grande do Sul.



4.19. Employees. Schedule 4.19 sets forth a list of



38









 







all employees of the Company as at the
Closing Date — the ‘‘Current Employees’’. The Company has not, except where expressly
agreed with Purchaser, because of past practices or previous commitments with respect to its
employees, established any rights on the part of any of its employees to additional compensation
with respect to any period between the date of the Closing Balance Sheet and the Closing Date.
Except if otherwise informed to Purchaser in writing (i) all current and past employees of the
Company have been duly recorded as such in the books and records of the Company; (ii) any severance
or other social benefits granted under applicable laws have been fully paid, adequately accrued
and/or reflected in the accounts; (iii) none of the employees is entitled to any rights and/or
benefits over and above what is required by applicable law, regulations or collective bargaining
agreements.



4.20. Corporate Controls. Neither the Sellers, JADI, nor the Company, nor any manager,
agent, employee or other person associated with or acting on behalf of the Company, has, directly
or indirectly, on behalf of the Company: used any corporate funds for unlawful contributions,
gifts, entertainment or other unlawful expenses relating to political activity; made any unlawful
payment to foreign or domestic government officials or employees or to foreign or domestic
political parties or campaigns from corporate funds; established or maintained any unlawful or
unrecorded fund of corporate monies or other assets; made any false or fictitious entry on the
books or records of the Company; made any bribe, rebate, payoff, influence payment, kickback, or
other unlawful payment; given any favor or gift which is not deductible for income taxation
purposes; or made any bribe, kickback or other payment of a similar or comparable nature to any
person or entity, private or public, regardless of form, whether in money, property or services, to
obtain favorable treatment in securing business or to obtain special concessions, or to pay for
favorable treatment for business secured or for special concessions already obtained.



39









 





4.21. Books and Records. The books of account and other financial records of the Company:
(i) reflect all items of income and expenses and all assets and liabilities required to be
reflected therein in accordance with relevant Brazilian GAAP, exception made to the possible
contingencies listed in Schedule 4.4.1, applied on a consistent basis throughout the periods
covered; (ii) are complete and correct (including, without limitation, all operations related to
the fiscal year ended on December 31, 2008) and do not contain or reflect any inaccuracies or
discrepancies; and (iii) have been maintained in accordance with good business and accounting
practices.



4.22. Environmental. The Company is in compliance with all legal and regulatory
requirements applicable to the Company and its activities in respect of environmental issues, and
are not subject, or threatened to be subject, to any legal or administrative proceeding involving
environmental laws and regulations applicable to the Company or its activities, nor is there any
Proceeding raised by any third party or Governmental Authority relating to applicable environmental
laws and regulations.



4.23. Undisclosed Liability. The Company has no liability or obligation of any nature,
whether or not absolute, accrued, contingent or otherwise (including contingencies relating to
litigation and/or tax disputes) other than those included in the Closing Balance Sheet of the
Company, or in the auditors notes to such Balance Sheets. Likewise, the Company has no
uncollectible or past due receivables, loans or other right of any nature of Proceedings against
any person other than those in the Closing Balance Sheet of the Company. None of the above (i)
could have an adverse effect, (ii) lacks adequate insurance in accordance with usual market
business practices, or (iii) has not been provisioned in the Company’s Closing Balance Sheet in
accordance with Brazilian



40









 







GAAP.



4.24. Disclosure. None of this Agreement or any certificate, document or statement in
writing which has been supplied by or on behalf of the Sellers and/or JADI and/or the Company or by
any of the managers of the Company in connection with the transactions contemplated hereby,
contains any untrue statement of a material fact, or omits any statement of a material fact
required to be stated or necessary in order to make the statements contained herein or therein not
misleading. There is no fact known to the Company or to the Sellers or to JADI which adversely
affects their respective businesses, or the prospects or financial condition of the Company, or its
properties or Assets, which has not been set forth in this Agreement or in the Schedules,
certificates, documents or statements in writing furnished in connection with the transactions
contemplated by this Agreement.



4.25. 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









 












	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.





4.26. Brokers’ Fees. No broker, investment banker, 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 Sellers, JADI or any of its Affiliates, except for such fees or
commissions to be exclusively borne by the Sellers, JADI or its Affiliates (excluding, for the
avoidance of doubt, the Company).



4.27. Restrictions. Neither the execution of this Agreement nor the consummation of the
transactions



42









 







contemplated hereby (i) violates any Judgment or injunction which JADI, the Sellers
and the Company are 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 JADI, the Sellers and the Company are 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 JADI, the Sellers
and the Company are subject or a party. There is no lawsuit, proceeding or investigation pending or
threatened against JADI, the Sellers and the Company, which might prevent the consummation of any
of the transactions contemplated by this Agreement. None of JADI, the Sellers or the Company 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 JADI, the Sellers and the Company to consummate the transactions contemplated by this
Agreement.



4.28. No Knowledge relating to Purchaser (whether actual, constructive or imputed), whether
acquired through the due diligence exercise that Purchaser has conducted with respect to the
Company or in its capacity of quotaholder of the Company, prevents or limits a claim made by
Purchaser and Sellers agree that they shall not invoke Purchaser’s Knowledge (whether actual,
constructive or imputed) of a fact or circumstance which might make a representation or warranty
untrue, inaccurate, incomplete or misleading as a defense to any claim.



4.29. Each representation or warranty is to be construed independently and except where this
Agreement provides otherwise is not limited by a provision of this Agreement or by another
representation or warranty.



43









 





5. PURCHASER’S REPRESENTATIONS AND WARRANTIES 




As an inducement to Sellers to enter into this Agreement, the Purchaser and Mobitec AB hereby
represents and warrants to the Sellers that as of the date hereof, which will remain valid on the
Effective Date:



5.1. 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









 






	 	 	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









 












	 	 	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









 











6. SUBSTITUTION OF GUARANTEES, ENDORSEMENT AND / OR SURETY




6.1. Within 60 (sixty) days as from the Effective Date, the Purchaser shall replace the guarantees,
collateral, endorsements and/or surety put up in favor of the Company listed in the Schedule 6.1,
and also the guarantees rendered between the Closing Date and the term of sixty (60) days indicated
above, that have been granted by Sellers or JADI, as applicable, and / or their Affiliates and / or
third parties related thereto during the normal course of the business. The Sellers and JADI
represent that the guarantees listed in Schedule 6.1 are all of those that currently exist in favor
of the Company. In case there any guarantees not listed in Schedule 6.1 and that may be identified
after the Closing Date. The Sellers shall forward a notice in writing to the Purchaser stating the
existence of these guarantees and that it will use its best efforts to replace them.



6.2. Similarly, the Purchaser should substitute any of the Sellers as the trustee depositories or
personal guarantor in any lawsuits listed in Schedule 6.1. For any other lawsuits not listed
therein that may be identified after the Closing Date, the Purchaser use its best efforts to
replace such guarantees.



6.3. The Sellers shall undertake to assist the Company and the Purchaser in all measures necessary
to implement the transition of the management of the transactions from the Company to the
Purchaser.



6.4. If the Purchaser, under any circumstance, fails to replace the guarantees, collateral,
endorsements and or personal guarantees rendered by the Sellers or by JADI to the Company, or fails
to replace the Sellers in the capacity of personal guarantors or trustee depositories in any claims
filed against the Company, then it shall present a counter-guarantee to the responsibilities of the
Sellers, in the form and substance that the Sellers seem fit.



47









 





6.5. Notwithstanding the above mentioned, as of this date, the Purchaser shall hold the Sellers
harmless and indemnify the Sellers against any and all Losses incurred by any of them as a
consequence of the execution of any of the guarantees rendered by them as of this date.



7. INDEMNIFICATION




7.1. Indemnification by the Sellers. Subject to the provisions of this 7 Sellers and JADI,
jointly and severally, agree to pay and indemnify fully, hold harmless and defend Mobitec AB and
the Purchaser and its directors, officers, employees, shareholders, members, partners, agents and
representatives and their Affiliates, and their respective successors and assigns (each a
“Purchaser Indemnified Party”) 50% (fifty per cent) from and against any and all Losses
sustained or incurred by such Purchaser Indemnified Party, arising out of, relating to or based
upon (i) any inaccuracy or breach of any representation or warranty of Sellers and JADI contained
in 4 of this Agreement, and (ii) any and all Losses of any nature, including, but not limited to
the ones of a civil, labor, tax, social security, environmental, criminal, financial or accounting
nature, arising from the conduct of the Sellers and JADI at any time prior to the Closing Date;
(iii) any breach of any covenant or agreement made by the Sellers or JADI in this Agreement or in
any other instrument delivered pursuant to this Agreement; or (iv) any corporate reorganization to
be conducted by the Sellers in JADI prior to the Closing Date.



7.2. With respect to any Loss sustained or incurred under the preceding clause the Loss must be
resulting from an Action or Proceeding has been effectively sustained or incurred by the Purchaser
Indemnified Party by means of (i) a non-appealable court decision; ii) an agreement between the
Parties; (iii) a settlement of the Proceeding. A Loss shall be considered incurred by an
Indemnified Party at the moment that the Indemnified Party disburses funds or transfers an economic
value (under payment in cash, assignment,



48









 







release, assumption, set-off or under any other form) to
pay, settle, liquidate, extinguish, resolve or under any other form to solve the act or fact that
resulted in the Loss.



7.3. The following matters shall not be subject to indemnification by the Sellers to the Purchaser:
(i) expenses incurred with the products warranty in the monthly amount of US$ 7,500.00; (ii)
indemnification that becomes due (if applicable) to blackbox interface contained in transit
vehicles of the brand Volvo in Goiania (Volvo Blackbox) up to the amount of US$ 15,000.00 and
problems with products that uses the components Green Led.



7.4. Indemnification by the Purchaser. . Subject to the provisions of this 7 the Purchaser
agrees to pay and indemnify fully, hold harmless and defend the Sellers, and their respective
successors and assigns (each a “Seller Indemnified Party”) from and against any and all
Losses sustained or incurred by such Seller Indemnified Party, arising out of, relating to or based
upon any inaccuracy or breach of any representation or warranty of the Purchaser contained in 5 of
this Agreement.



7.5. For purposes of 7, all Losses shall be computed net of (i) the net reduction in Taxes realized
by the Sellers or Purchaser Indemnified Party as a result of such Losses (but computing also the
Taxes levied on the indemnity payable hereunder with respect to such Losses), (ii) any amounts
recovered by the Sellers or Purchaser Indemnified Party from third parties as compensation, whether
in whole or in part, for the relevant Loss, and (iii) insurance proceeds received by the Sellers or
Purchaser Indemnified Party in respect of the relevant Loss.



7.6. Exclusions. Neither Purchaser nor Sellers shall be liable to Sellers or Purchaser, as
the case may be, in respect of any Losses to the extent that such Losses



49









 







relate to any Liability or
obligation:




	(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 FGTS due
from termination of labor agreements and indemnification due as a result of termination of
commercial representatives agreements.





7.7. Survival. Notwithstanding any investigation conducted or notice or knowledge obtained
by or on behalf of any Party, none of the covenants, agreements, representations or warranties set
forth in this Agreement shall survive the Closing Date; provided, provided, that,
(a) the representations and warranties shall survive and remain in full force and effect for a
period of five (5) years following the Closing Date, and (b) each covenant and agreement contained
in this Agreement that by its terms requires performance after the Closing Date shall survive and
remain in full force and effect until such covenant or agreement is performed.



7.8. Notice; Payment of Losses; Defense of Claims. For purposes of this Section 7.8, the
term “Indemnifying Party” shall include any Seller with respect to matters arising under
Section 7.1 or Purchaser with respect to matters arising under Section 7.4, and the term
“Indemnified Party” shall include any Purchaser Indemnified Party with respect to matters
arising
under Section 7.1 or any Sellers Indemnified Party with respect to matters arising



50









 







under
Section 7.4.




	(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









 












	(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









 












	 	 	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.





7.9. If the Indemnifying Party or Parties assume such defense in accordance with the preceding
clause, they shall have the right, with the consent of such Indemnified Party or Parties, which
consent shall not be unreasonably withheld, to settle all indemnifiable matters related to Third
Party Claims parties which are susceptible to being settled provided the Indemnifying Party or
Parties’ obligation to indemnify such Indemnified Party or Parties therefore will be fully
satisfied by payment of money by the Indemnifying Party pursuant to a settlement which includes a
complete release of such Indemnified Party or Parties. The Indemnifying Party or Parties shall
keep such Indemnified Party or Parties apprised of the status of the claim, liability or expense
and any resulting suit, proceeding or enforcement action, shall furnish such Indemnified Party or
Parties with all documents and information that such Indemnified Party or Parties shall reasonably
request and shall consult with such Indemnified Party or Parties prior to acting on major matters,
including settlement discussions.



53









 





7.10. Notwithstanding anything herein stated, such Indemnified Party or Parties shall at all times
have the right to fully participate in such defense at its own expense directly or through counsel;
provided, however, if the named parties to the action or proceeding include both the Indemnifying
Party or Parties and the Indemnified Party or Parties and representation of both parties by the
same counsel would be inappropriate under applicable standards of professional conduct, the
reasonable expense of separate counsel for such Indemnified Party or Parties shall be paid by the
Indemnifying Party or Parties. If no such notice of intent to dispute and defend is given by the
Indemnifying Party or Parties, or if such diligent good faith defense is not being or ceases to be
conducted, such Indemnified Party or Parties shall, at the expense of the Indemnifying Party or
Parties, undertake the defense of (with counsel selected by such Indemnified Party or Parties), and
shall have the right to compromise or settle, such claim, liability or expense. If such claim,
liability or expense is one that by its nature cannot be defended solely by the Indemnifying Party
or Parties, then such Indemnified Party or Parties shall make available all information and
assistance that the Indemnifying Party or Parties may reasonably request and shall cooperate with
the Indemnifying Party or Parties in such defense.




	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




8.1. Without prejudice to the provisions of the Management Agreement and Services and Non-Compete
Agreement, the Sellers and JADI, jointly and severally, hereby undertake to refrain from, whether
alone or through any person or entity or jointly with any other person, firm or company and whether
as a partner or shareholder, director, officer, agent, manager or employee of, or partner in any
person, firm or company, doing any of the following:




	(i)	 	With due regard to Section 8.1.1, directly or




55









 












	 	 	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









 












	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.





8.2. The Non-Competition, Non-Solicitation and Confidentiality undertakings under this Article are
valid during the terms of this Agreement, the ancillary agreements executed pursuant to this
Agreement and for an additional period of 3 (three) years after the later of the date on which any
of the Sellers cease to be an officer, employee or consultant of the Company and the Settlement
Date.



8.3. The Parties hereby agree and acknowledge that the Acquisition Price includes the consideration
for the non-competition undertakings.



9. FURTHER COVENANTS




9.1. Key Employees. The Parties shall, to the extent possible and provided no liability is
created to the Sellers as a result of inuring such employees, encourage all key employees to enter
into amendments to their current employment contracts for a period of at least two (2) years so
that they include, as the case may be, appropriate non-competition, confidentiality, and
non-solicitation clauses, covering both the time during which they are employees of the Company and
a period of two (2) years after they are no longer employees of the Company.



9.2. Efforts; Further Assurances. Without prejudicing any of its rights under the
Agreement, each of the Parties shall use commercially reasonable efforts to take, or cause to be
taken, all appropriate action, and



58









 







do, or cause to be done, all things necessary, proper or
advisable under applicable laws or otherwise to consummate and make effective the transactions
contemplated by this Agreement as promptly as practicable, and cooperate with each other to do so.



9.3. Public Announcements and Other Disclosures. Except as is in the reasonable judgment of
the respective Parties’ counsel required by applicable law or as otherwise provided herein, the
Parties shall not make any public announcement or other disclosure (including any disclosure to a
customer or industry participant) or take any corporate or shareholder/quotaholder action that is
reasonably likely to require any such announcement or disclosure in respect of this Agreement or
the transactions contemplated hereby, without the prior written consent of each of the other
Parties, which consent shall not be unreasonably withheld. The Parties shall in good faith review
and agree on the terms of separate press releases to be issued at the time of execution hereof.



10. RIGHT OF FIRST OFFER OR FIRST REFUSAL FOR ACQUISITION OF JADI




10.1. Right of First Offer or First Refusal. Subject to the provisions of this Agreement,
the Purchaser or any of its Affiliates shall have the right of first offer and first refusal for
the acquisition of the quotas representing the corporate capital of JADI, which is currently held
by Sellers. Should any of the Sellers intend to sell and transfer its quotas held in JADI to a
third party, the Purchaser shall have the right of first offer and first refusal in the acquisition
of all of the outstanding quotas of JADI held by the Sellers, at the same price and under the same
business conditions as offered to such third party, in accordance with the procedure set forth
below (“Right of First Offer or First Refusal”).



59









 





10.2. Right of First Offer or First Refusal Procedure. Should any of the Sellers intend to
sell and transfer all or any portion of its quotas in JADI, the such Seller, together with the
other Seller (“Offering Sellers”) must send to the Purchaser a written notice (“Offer
Notice”), mandatorily specifying:




	(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









 












	 	 	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.





10.2.4. It is hereby agreed that the failure of the Purchaser to express its intentions to any of
the Sellers regarding the offer presented in the Offer Notice during the Period for Exercising
the Right of First Offer or First Refusal, shall be deemed a waiver of the exercise of the
Right of First Offer or First Refusal.




	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.





10.3. Any modification in the quota sale and transfer conditions (combining price and other terms)
stated in the Offer Notice during the period between the offer to the Purchaser and the effective
completion of the sale and transfer to any third party, shall constitute a new and separate sale
and transfer of the quotas, subject to a new Offer Notice and subsequent steps, as set forth in
this 10.



61









 





11. NOTICES




11.1. Except as otherwise agreed between the Parties, all notices, requests, demands, approvals,
waivers and other communications required or permitted under this Agreement shall be in writing and
in Portuguese.




	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: David L. Turney

Chairman, CEO and President of

DRI Corporation (NASDAQ: TBUS)

Parent Company of Industry Leading Digital 

Recorders, Mobitec and TwinVision

Stone Tower

13760 Noel Road, Suíte 830

Dallas, Texas

Zip Code 75240, Dallas

United States of America

Phone No. 00 01 214 378-8992

Fax No. 00 01 214 378-8437

E-mail: DavidLTurney@digrec.com




Attention: Oliver Wels

Vice President DRI — Chief Operating Officer — 

Mobitec Group

Mobitec AB

A DRI Corporation (NASDAQ:TBUS)




62









 





Ölltorps Industriomrade, Box 97

SE-524 21 Herrljunga

Mobitec GmbH office

Nobelstrasse 22

D-76275 Ettlingen

Phone: +49 (0) 72 43 / 7 61 75-11

Fax: +49 (0) 72 43 / 7 61 75-18

E-Mail: oliver.wels@mobitec.eu




With a copy to:




Gray, Layton, Kersh, Solomon,

   Furr & Smith, P.A.

Attention : David M. Furr

516 S. New Hope Road

Post Office Box 2636

Gastonia, NC 28053-2636

+704-865-4400 (phone)

+704-866-8010 (fax)




Barbosa, Mussnich & Aragão Advogados

Attention : Plinio Simões Barbosa / Henrique de Faria Martins

Avenida Juscelino Kubitschek, no. 1455, 10th floor – São Paulo / SP

Zip Code 04543-011

Brazil

Phone No. 00 55 11 2179 — 4632

Fax No. 00 55 11 2179-4603

E-mail: psb@bmalaw.com.br / hfs@bmalaw.com.br




If to Sellers:




Roberto and Lorena Demore

Rua Antonio Prado, 10, apt. 701, Bairro Exposição,

Zip Code 95080-140 Caxias do Sul, State of Rio Grande do Sul

Brazil

Phone No. + 55 54 3534-8427




If to JADI:




JADI Itinerários Eletrônicos Ltda.

Attention: Roberto Juventino Demore

Rua João da Costa, 570, São Caetano

Zip Code 95095-270, Caxias do Sul, Rio Grande do Sul

Brazil

Phone No. + 55 54 3209-8543




With a copy to:




Zulmar Neves Advocacia




63









 





Attention: Zulmar Neves / Simone Baguinski

Rua Os 18 do Forte, no. 1110 – 7th floor

Zip Code 95020-472, Caxias do Sul, State of Rio Grande do Sul.

Brazil

Phone No. 55 54 3025.3022

E-mail; 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




12.1. Irrevocability and Amendment. This Agreement is irrevocable and binds the Parties and
their heirs and successors of any nature. This Agreement may be amended only by written instrument,
duly executed by all the Parties



12.2. Tolerance and Waivers. Tolerance by any of the Parties as to delay in performance,
non-performance or inexact performance of any of the provisions of this Agreement shall not be
construed or interpreted to be a waiver of any right of such Party, shall not adversely affect its
right to demand performance of the relevant obligation, and shall not constitute novation.



12.3. Assignment. Other than assignment or transfers from the Purchaser to its Affiliates
(in which case the assigning Party shall provide to the other Parties written evidence of such
relation), this Agreement and/or the rights and obligations hereunder may not be assigned and/or
transferred in whole or in part by any of the Parties without the express prior written consent of
the other Parties.



12.4. Final Understanding. This Agreement constitutes the entire agreement and final



64









 







understanding among the Parties with regard to the matters dealt with herein, replacing and
prevailing over all prior agreements, understandings and declarations, whether written or oral.



12.5. Late Payments. Except if otherwise provided in this Agreement, if any payment that is
required to be made under this Agreement is not made when due, the amount due shall bear late
payment interest at the SELIC rate.



12.6. Expenses. Except as otherwise expressly provided herein, all costs and expenses
(including all legal and accounting fees) relating to this Agreement, the negotiations preceding
this Agreement and the transaction contemplated by this Agreement shall be paid by the Party
incurring such costs and expenses.



12.7. Tax Liability. Each of the Parties assumes liability for the full and timely payment
of any and all Taxes that now apply or may apply in future in connection with performance
of its respective obligations under this Agreement, which such Party has or will have the
obligation to pay as taxpayer under the relevant legislation.



12.8. Schedules. The Schedules to this Agreement constitute an integral and inseparable
part hereof for all legal purposes and effects, and shall direct and guide any discrepancies,
questions or conflicts that may arise or exist in connection with this Agreement, whether in the
context of arbitration or in the context of amicable discussion.



12.9. Severability. The nullity or inefficacity of any of the provisions in this Agreement
shall not adversely affect the validity and efficacy of the other Sections, which shall be complied
with in full, and the Parties hereby agree to use their commercially reasonable efforts to attain,
through valid means, the same effects as any provision that may be annulled or become ineffective.



12.10. Specific Performance. Without prejudice to



65









 







any other remedies provided for in this
Agreement or in other instruments entered into by the Parties, the obligations under this Agreement
are subject to specific performance, it being acknowledged and agreed that the payment of damages
would not constitute adequate reparation of injury to the Parties’ rights.



12.11. Time Periods. All time periods established in this Agreement shall be counted in the
manner set forth in article 184 of the Brazilian Code of Civil Procedure, by excluding the first
day of the period and including the last day. All time periods set forth in this Agreement that end
on Saturdays, Sundays or holidays in Brazil shall automatically be extended to the next following
business day.



12.12. Third Party Beneficiaries. This Agreement shall be binding upon and inure solely to
the benefit of each Party hereto, and nothing in this Agreement, express or implied, is intended to
or shall confer any other individual, partnership, firm, corporation, limited liability company,
association, trust, unincorporated organization or other entity any legal or equitable right,
benefit or remedy of any nature whatsoever.



12.13. Governing Law and Disputes. This Agreement shall be governed by and construed in
accordance with the laws of Brazil.



12.14. Language. This Agreement shall be executed in both the English and Portuguese
languages. In case of conflict between both versions, the Portuguese version shall prevail.



12.15. Intervening Party. JADI signs this Agreement in the capacity of guarantor of the
Sellers being jointly and severally responsible for any and all obligations assumed by the Sellers
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 Sellers in order to complete the transfer of the Quotas, renouncing
any



66









 







and all benefits that JADI may have specially the benefits of order, division and
enforceability established under Brazilian Law.



13. RESOLUTION OF DISPUTES (ARBITRATION)




13.1. Arbitration. In case of any disagreement arising out of or related to this Agreement,
the Parties shall make their best efforts to settle such disputes amicably. Should an amicable
settlement not be reached within a period of 30 (thirty) days from the voluntary initiation of the
attempt at amicable settlement, by exchange of e-mail messages, letters or faxes, or by holding
meetings on the matter under dispute, the conflict shall be settled by arbitration pursuant to this
Section.




	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









 












	 	 	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









 











	 	 	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









 











IN WITNESS WHEREOF, the Parties
hereto have executed this
Agreement or caused this
Agreement to be executed by their
legal representatives duly
authorized as of the date first
written above in 4 copies, in the
presence of two (2) witnesses.



São Paulo, July 22, 2009



Parties:



     Comprador / Purchaser



	 	 	 	 
	 	   /s/ Marcelo Duarte

	 	 




MOBITEC EMPREENDIMENTOS E PARTICIPAÇÕES LTDA.



Por/By: Marcelo Duarte



Cargo/Office: Administrador/ Administrator




     Vendedores / Sellers



	 	 	 	 
	 	   /s/ Roberto Juventino Demore

	 	   /s/ Lorena Giusti Demore
	 	 

	 	 
	 	          ROBERTO JUVENTINO DEMORE

	 	          LORENA GIUSTI DEMORE






     Partes Intervenientes:



	 	 	 	 
	 	/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	 	 







70











 







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









 








	 	 	 
	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

	 	Leases
	 
	 	 
	Schedule 4.10.1

	 	Intellectual Property
	 
	 	 
	Schedule 4.17

	 	Bank Accounts and Authorized Signatories
	 
	 	 
	Schedule 4.18

	 	Names and respective powers of attorneys-in-fact of Mobitec Brasil Ltda.
	 
	 	 
	Schedule 4.19

	 	Current Employees
	 
	 	 
	Schedule 6.1

	 	Guarantees, Endorsements and/or Surety in favor of Mobitec Brasil Ltda. to be substituted by Mobitec
Empreendimientos e Participações Ltda.







72