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Title: |
Preferred Stock Purchase Agreement |
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Date: |
2006 |
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Preview shows 6KB of 92KB total |
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$46 |
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ID: |
#2629444 |
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SCIN, INC.
PREFERRED STOCK PURCHASE AGREEMENT
October 12, 2006
SCIN, INC.
PREFERRED STOCK PURCHASE AGREEMENT
This Preferred Stock Purchase Agreement (this Agreement) is made as of October 12, 2006, by and among SCIN, Inc., a Washington corporation (the Company), LoJack Corporation, a Massachusetts corporation (LoJack) and those debt holders of the Company named on Exhibit A (the Schedule of Investors) to this Agreement (each a Debt Holder and collectively, the Debt Holders and together with LoJack the Series A Investors).
In consideration of the mutual promises and covenants herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Authorization and Sale of Series A Preferred Stock and Series A-1 Preferred Stock.
1.1 Authorization of Series A Preferred Stock and Series A-1 Preferred Stock. Prior to the Closing (as defined in Section 2.1), the Company shall have (a) filed with the Secretary of State of the State of Washington the Certificate re Amendment and Restatement of the Companys Articles of Incorporation (the Restated Articles), substantially in the form attached hereto as Exhibit B, designating 8,237,070 shares of the Companys preferred stock as Series A Preferred Stock, par value $.001 per share, (the Series A Preferred) and 4,545,455 shares of the Companys preferred stock as Series A-1 Preferred Stock, par value $.001 per share (the Series A-1 Preferred), and establishing the rights, privileges and preferences of the Series A Preferred Stock and Series A-1 Preferred Stock which are set forth therein, and (b) adopted resolutions authorizing the issuance of up to 8,237,070 shares of Series A Preferred and 4,545,455 shares of Series A-1 Preferred. The shares of Series A Preferred and Series A-1 Preferred are collectively referred to herein as the Shares.
1.2 Sale and Issuance of Series A Preferred and Series A-1 Preferred. Subject to the terms and conditions hereof, the Company is offering (the Offering) up to a maximum of 7,327,979 shares of Series A Preferred and 4,545,455 shares of Series A-1 Preferred to the Series A Investors as follows:
1.2.1 The Company will issue and sell to each Debt Holder, and each Debt Holder, severally and not jointly, will buy from the Company the number of shares of Series A Preferred specified opposite the name of such Debt Holder in the column designated Number of Shares of Series A Preferred Stock Purchased on the attached Exhibit A at a per share purchase price of $0.66, the aggregate purchase price (the Debt Holders Purchase Price) of which is set forth opposite the name of such Debt Holder.
1.2.2 The Company will issue and sell to LoJack, and LoJack will buy from the Company, 4,545,455 shares of Series A Preferred and 4,545,455 shares of Series A-1 Preferred for an aggregate purchase price to be paid by LoJack consisting of (i) $3,000,000 in cash (the LoJack Cash Purchase Price); (ii) a license to use the LoJack trademark pursuant to a license agreement substantially in the form attached hereto as Exhibit C (the License
| Preferred Stock Purchase Agreement | 1 |
Agreement) and in kind support in joint marketing and sales efforts valued at $2,500,000, which joint marketing and sales efforts are set forth on Exhibit D attached hereto (the Marketing Efforts); and (iii) funding of $500,000 for product development initiatives, which product development initiatives are set forth on Exhibit E attached hereto (the Product Initiatives) ((ii) and (iii) collectively, the LoJack License Purchase Price and together with the Debt Holders Purchase Price, the Aggregate Purchase Price).
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