THIS PURCHASE AGREEMENT (this Agreement) is made as of the 11th day of September,
2008, by and between Telvent GIT, S.A. (the Company), a sociedad anonima organized under
the laws of the Kingdom of Spain, with its principal offices at Valgrande, 6, 28108 Alcobendas,
Madrid, Spain, and the purchaser whose name and address is set forth on the signature page hereof
WHEREAS, the Company desires to finance a portion of its proposed acquisition of DTN Holding
Company, Inc. (the Acquisition) through the issuance and sale of up to 4,847,059 ordinary
shares (the Shares), nominal value 3.00505 per share (the Ordinary Shares), of
WHEREAS, it is a condition to the obligations of the Purchaser and the Company under this
Agreement that the Acquisition be consummated; and
WHEREAS, contemporaneously with the execution and delivery of this Agreement, the parties
hereto are executing and delivering a Registration Rights Agreement, attached hereto as Exhibit
A (the Registration Rights Agreement), pursuant to which the Company has agreed to
provide certain registration rights with respect to the Registrable Securities (as defined in the
Registration Rights Agreement), under the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder, and applicable state securities laws.
IN CONSIDERATION of the mutual covenants contained in this Agreement, the Company and the
Purchaser agree as follows:
SECTION 1. Authorization of Sale of the Shares. Subject to the terms and conditions
of this Agreement, the Company has authorized, subject to the Companys obtaining Shareholder
Approval (as defined herein), the issuance and sale of the Shares.
SECTION 2. Agreement to Sell and Purchase the Shares. Contemporaneously with the
consummation of the Acquisition and subject to the terms and conditions of this Agreement, at the
Closing (as defined in Section 3), the Company shall issue and sell to the Purchaser and the
Purchaser shall buy from the Company, upon the terms and conditions hereinafter set forth, the
number of Shares (at the purchase price) set forth on the signature page hereto.
The Company proposes to enter into this same form of purchase agreement with certain other
investors (the Other Purchasers) and expects to complete sales of the Shares to the Other
Purchasers concurrently with the sale thereof to the Purchaser. The Purchaser and the Other
Purchasers are hereinafter sometimes collectively referred to as the Purchasers, and this
Agreement and the purchase agreements executed by the Other Purchasers are hereinafter sometimes
collectively referred to as the Agreements. The term Placement Agent shall
mean Banc of America Securities LLC. Canaccord Adams Inc. is acting as the co-agent and it and the
Placement Agent are referred to herein together as the Agents.
Concurrently with the execution and delivery of this Agreement, the Company, UMB Bank, N.A.
(the Escrow Agent) and the Purchaser shall enter into an
escrow agreement, dated
as of the date hereof (the Escrow Agreement), pursuant to which an escrow account
will be established, at the Companys expense, for the benefit of the Purchasers (the Escrow
Account). Not fewer than two business days following the date hereof, (i) the Purchaser will
deposit an amount equal to the aggregate purchase price set forth opposite such Purchasers name in
Section 2 hereof in the Escrow Account and (ii) pursuant to the Escrow Agreement, the Escrow Agent
will notify the Company and the Placement Agent in writing as to the deposit in the Escrow Account
by the Purchaser of funds equal to the proceeds from the sale of Shares to be sold at such Closing
to such Purchaser (the Requisite Funds). On the Closing Date, provided that the Company
previously provides to the Escrow Agent a certificate of the Companys Chief Executive Officer and
Chief Financial Officer that the conditions to closing set forth in this Agreement have been
satisfied or waived, the Escrow Agent, pursuant to the terms and conditions of the Escrow
Agreement, shall release the Requisite Funds from the Escrow Account for collection by the Company
as provided in the Escrow Agreement.
SECTION 3. Delivery of the Shares at the Closing.
3.1 The Closing. The completion of the purchase and sale of the Shares (the
Closing), shall occur at the offices of Morrison & Foerster LLP, 1290 Avenue of the