Defintions

In this Agreement the terms mentioned below shall have the following meaning:

Shall mean this investment agreement, including schedules.

Shall mean the Company's new Articles of Asso­ciation following Tranche 1 Closing.

Shall mean the Company's board of directors from time to time.

Shall mean Serenergy A/S, a Danish corporation registered under CVR-no. 29 61 66 47.

Means any information of any kind or nature whatsoever, whether written or oral, including, without limitation, this Agreement, financial in­formation, trade secrets, customer lists and other information, regarding the Parties, which is not known to the general public.

Shall mean the exclusive distribution and manu­facturing license agreement attached as Schedule 2.4.a.

Shall mean the exclusive distribution agreement attached as Schedule 2.4.b.

Shall mean both AK, MB and/or their companies and the ultimative owners of these companies. The Founders are Parties to this Agreement in their ca­pacity of shareholders in the Company.

Shall mean patents and pending patent applica­tions, trade marks, service marks, rights in design (whether registered or not), copyrights (including rights in software), know-how, business and trade names, and all other intellectual property or simi­lar forms or protection or having a similar effect in any part of the world including, where appropri­ate, the right to apply for the registration of any right.

Shall mean Inscrutor Inc., a US corporation regis­tered under the laws of Delaware, company num­ber EID 32-0251358.

Shall mean the investments made in Inscrutor less transaction costs, cf. Clause 5.7.2.

Shall mean the Shareholders' Agreement attached as Schedule 6.1.

 Shall mean the actions set forth in Clause 2.7 of the Agreement.

Shall mean the completion of Tranche 1 Invest­ment, which shall take place no later than 28 Au­gust 2009, cf. Clause 7.2.

Shall mean the completion of Tranche 2 Invest­ment, cf. Clause 10.

Shall mean the Investor's additional investment of up to DKK xxxxxxxxx by subscription for nomi­nally up to DKK 242,667 shares of nominally DKK 1 each in the Company.

Background and object

The Company was founded on 9 June 2006 by the Founders and is engaged in the Field of Activity.

At the date of this Agreement, the Company has an issued share capital of DKK 665,000.

The object of this Agreement is to provide the Company with proceeds to expand the devel­opment, manufacturing and marketing efforts of the Company and at the same time secure the Investor a potential significant ownership of the Company. Further, the object of the Agreement is to establish an ownership structure of the Company that will facilitate the fu­ture activities of the Company. The Company is further described in the Power Point presen­tation attached hereto as Schedule 2.3.a. The contemplated development of the Company is described in the business plan attached hereto as Schedule 2.3.b.

Furthermore the objective of this Agreement is to provide the Investor with (i) a global ex­clusive distribution and manufacturing license agreement to conduct all sales, marketing and project-development of the Company's products to the segments Vehicles (hereinafter re­ferred to as "Exclusive Distribution Agreement I") attached hereto as Schedule 2.4.a and (ii) an exclusive distribution agreement to conduct all sales, marketing and project-development of all the Company's products in USA, Canada and Israel and globally in re­spect of the United Nations (hereinafter referred to as "Exclusive Distribution Agreement II") attached hereto as Schedule 2.4.b.

Based on Exclusive Distribution Agreement I and Exclusive Distribution Agreement II en­tered into between Inscrutor and the Company, the Investor shall raise investments in In­scrutor from external investors. The total amount to be raised in Inscrutor post Tranche 1 Closing shall be the basis for the calculation of the amounts to be invested in the Company by the Investor under Tranche 2 Investment.

To achieve the object set forth in Clauses 2.3 the following step plan (hereinafter referred to as the "Step Plan") shall be executed.

The adoption of a capital increase of nominally DKK 84,000 shares in the Company, cf. Clause 4 (Tranche 1 Investment).

The adoption of one or more capital increase(s) of up to a total of nominally DKK 242,667 in the Company, cf. Clause 5 (Tranche 2 Investment).

In this Agreement, some amounts are set forth in USD (Clauses 4 and 5). The Parties agree that the exchange rate between USD and DKK shall be calculated in accordance with the of ficial exchange rate of Danmarks Nationalbank on the date in question. However, the Parties have agreed that the exchange rate between USD and DKK shall in no case be lower than 5.10, e.g. 100 USD shall at all times be equal to minimum DKK 510.

Capitalization

As per the date of this Agreement the Company has issued warrants to employees entitling certain employees to subscribe for nominally DKK 24,000 shares in the Company as set out in Schedule 3.2. The warrants shall be exercised in the period between 15 November 2011 and 31 December 2011.

By entering into this Agreement the Company agrees to issue and the Investor agrees to sub­scribe for nominally DKK 84,000 shares of nominally DKK 1 each, thereby increasing the nominal share capital of the Company from DKK 665,000 to DKK 749,000 consisting of 749,000 shares (Tranche 1 Investment).

The new shares subscribed by the Investor shall have the same rights as the existing shares.

The Investor hereby undertakes to subscribe for nominally DKK 84,000 shares, and the Company and the Founders hereby accept to issue and vote for such Tranche 1 Investment.

Subscription for the Tranche 1 Investment shall be made at a price of DKK  xxxxxxxxxx per nomi­nal DKK 1 share, i.e. for a total subscription amount of DKK xxxxxxxxxx . of which DKK  xxxxxxxxxx   shall be paid by the Investor.    

Subscription for the Tranche 1 Investment shall take place on Tranche 1 Closing. Tranche 1 closing is held on 28 August 2009 in accordance with the principles set forth in Clause 7.

At Tranche 1 Closing the total amount paid by the Investor under the Tranche 1 Investment, cf. Clause 4.6, shall be settled.

As per Tranche 1 Closing the Investor is entitled to appoint one member of the Board of Di­rectors. The Parties have agreed that a minimum of 6-8 annual board meetings shall be held.

Jesper Toft shall for a period of eighteen (18) months from the date of this Agreement be en­titled to be appointed as observer to the Board of Directors. The observer shall be without voting rights, but shall be entitled to participate and speak in all meetings of the Board of Directors. The observer shall be entitled to receive the same agendas, minutes and other board material from the board meetings etc. as received by the members of the board.

Notwithstanding Clause 4.7.1, the right for Jesper Toft to be appointed as observer to the Board of Directors shall automatically lapse in case the Investor does not fulfil its obligation make further investments in the Company of an amount of minimum USD 500,000 under Tranche 2 Investment, cf. Clause 5.

Election of a new Board of Directors of the Company.

The resolutions set forth in Clause 4.8 shall be passed as determined in the agreed form minutes of extraordinary general meeting attached hereto as Schedule 4.9.

The Investor agrees to pay and to transfer the Tranche 1 Investment subscription amount into the client account of the Company with Hjulmand & Kaptain Advokatfirma in Nordea, reg. no. 2214, account no.  xxxxxxxxxx

Subject to the decision to increase the share capital Hjulmand & Kaptain Advokatfirma shall irrevocably be instructed to carry out the registration of the capital increase with the Danish Commerce and Companies Agency and update of the Company's share register.