STOCK PURCHASE
AGREEMENT
THIS STOCK PURCHASE
AGREEMENT (this
"Agreement") is made effective the day of August 2.1. 2009 by and
between Inscrutor, Inc., a Delaware corporation, (the "Company")
and Vimzchel, (the "Investor").
RECITALS
WHEREAS , the Investor desires to purchase certain
shares of the Company's Common Stock and Series B Preferred Stock
on the terms and conditions set forth herein; and
WHEREAS , the Company desires to issue and sell shares
of the Common Stock and Series B Preferred Stock to the Investor on
the terms and conditions set forth herein.
AGREEMENT
NOW, THEREFORE
, in consideration of the foregoing
recitals and the mutual promises hereinafter set forth, and, other
good and valuable consideration, the parties hereto agree as
follows:
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Authorization, Sale and
Issuance of Shares
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1.1
Authorization On the Closing (as defined in Section 2.1
below), the Company shall issue to the Investor or its designees
(i) 10,000,000 shares of Common Stock ("Common Stock") par value
$0.001 per share; and (ii) 100,000 shares of Series B Preferred
Stock ("Preferred Stock") (collectively the Common Stock and
Preferred Stock shall be referred to as the "Shares") to the
Investor for an aggregate value of DKK $3,000,000 (the "Purchase
Price").
1.2 Sale and
Issuance of the Shares Subject to the terms and conditions
hereof the Company shall sell and Investor shall purchase the
Shares at the Closing, as defined below.
2.1 Closing
: The closing of the purchase and sale of the Shares (the
"Closing") shall be held at the offices of the Investor on or
before 5:00 P.M. EST on August , 2009, or at such other time and
place as the Company and the Investor may agree in writing (the
"Closing").
2.2 Payment
: At the Closing, the Investor will deliver to the Company a wire
or
certified check in the amount of DKK
$3,000,000.
2.3
Delivery : Subject to the terms of this Agreement, within
forty-five (45) days of the Closing the Company will deliver to the
Investor the certificates representing the Shares to be purchased
by the Investor from the Company.
3.
Representations and Warranties of the Company The Company
hereby represents and warrants to the Investor as of the Closing
date as follows:
3.1
Organization and Standing : Articles and Bylaws The Company
is and will be a corporation duly organized, validly existing, and
in good standing under the laws of the State of Delaware and will
have all requisite corporate power and authority to carry on its
business as proposed to be conducted.
3.2 Corporate
Power The Company will have at the Closing, all requisite
corporate power to enter into this Agreement and to sell and issue
the Shares. This Agreement shall constitute a valid and binding
obligation of the Company enforceable in accordance with its
respective terms, except as the same may be limited by bankruptcy,
insolvency, moratorium, and other laws of general application
affecting the enforcement of creditors' rights.
3.3
Capitalization The authorized capital stock of the Company
is 100,000,000 shares of Common Stock, par value $0.001 per share,
of which, 11,350,030 shares are issued and outstanding and
10,000,000 shares of Preferred Stock, par value $0.001 with the
100,000 Shares of Series A Preferred Stock authorized which are all
issued and outstanding and 100,000 Shares of Series B Preferred
Stock authorized with no shares of Series B Preferred Stock issued
and outstanding. All such issued and outstanding shares have been
duly authorized and validly
issued, are fully paid and
non-assessable.
3.4
Authorization
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Corporate Action
All corporate action on
the part of the Company necessary for the authorization, execution
and delivery of this Agreement, the sale and issuance of the Shares
and the performance of the Company's obligations hereunder will be
taken prior to the Closing. This Agreement constitutes a valid and
legally binding obligation of the Company, enforceable in
accordance with its terms.
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Valid Issuance
The Shares, when issued in
compliance with the provisions of this Agreement will be duly
authorized, validly issued, fully paid and non-assessable, and will
be free of any liens or encumbrances caused or created by the
Company; provided, however, that all such shares may be subject to
restrictions on transfer under state and federal securities laws as
set forth herein, and as may be required by future changes in such
laws.
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No Preemptive Rights
Except as provided herein, no person
currently has or will have any right of first refusal or any
preemptive rights in connection with the issuance of the Shares, or
any future issuance of securities by the Company.
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3.5 Compliance
with Other Instruments The Company will not be in violation of
any term of the Company's Articles or Bylaws, nor will the Company
be in violation of or in default in any material respect under the
terms of any mortgage, indenture, contract, agreement, instrument,
judgment, or decree, the violation of which would have a material
adverse effect on the Company as a whole, and to the knowledge of
the Company, is not in violation of any order, statute, rule, or
regulation applicable to the Company, the violation of which would
have a material adverse effect on the Company. The execution,
delivery and performance of and compliance with this Agreement and
the issuance and sale of the Shares will not (a) result in any such
violation, or (b) be in conflict with or constitute a default under
any such term, or (c) result in the creation of any mortgage,
pledge, lien, encumbrance, or charge upon any of the properties or
assets of the Company pursuant to any such term.
4. Representations
and Warranties of Investor and Restrictions on Transfer Imposed by
the Securities Act.
4.1 Representations
and Warranties by the Investor The Investor represents and warrants
to the Company as follows:
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Investment Intent
This Agreement is made with the
Investor in reliance upon the Investor's representations to the
Company, evidenced by the Investor's execution of this Agreement,
that the Investor is acquiring the Shares for investment for the
Investor's own account, not as nominee or agent, and not with a
view to or for resale in connection with, any distribution or
public offering thereof within the meaning of the Securities Act
and applicable law. The Investor has the full right, power, and
authority to enter into and perform this Agreement.
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Shares Not Registered
The Investor understands and
acknowledges that the offering of the Shares pursuant to this
Agreement will not be registered under the Securities Act on the
grounds that the offering and sale of securities contemplated by
this Agreement are exempt from registration under the Securities
Act pursuant to Section 4(2) thereof and exempt from registration
pursuant to applicable state securities or blue sky laws, and that
the Company's reliance upon such exemptions is predicated upon such
Investor's representations set forth in this Agreement. The
Investor acknowledges and understands that the Shares must be held
indefinitely unless the Shares are subsequently registered under
the Securities Act and qualified under state law or unless an
exemption from such registration and such qualification is
available.
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No Transfer
Except as set forth in Section 4.4
hereunder, the Investor covenants that in no event will the
Investor dispose of any of the Shares (other than in conjunction
with an effective registration statement for the Shares under the
Securities Act in compliance with Rule 144 promulgated under the
Securities Act) unless and until (i) the Investor shall have
notified the Company of the proposed disposition and shall have
furnished the Company with a statement of the circumstances
surrounding the proposed disposition, and (ii) if reasonably
requested by the Company, the Investor shall have furnished the
Company with an opinion of counsel satisfactory in form and
substance to the Company to the effect that (x) such disposition
will not require registration under the Securities Act, and (y)
appropriate action necessary for compliance with the Securities Act
and any other applicable state, local, or foreign law has been
taken, and (iii) the Company has consented, which consent shall not
be unreasonably withheld
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Knowledge and
Experience The Investor
(i) has such knowledge and experience in financial and business
ma
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