Exhibit 10.gg
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 Company’s Articles of Incorporation (the “ Restated Articles ”), substantially in the form
attached hereto as Exhibit B , designating 8,237,070 shares of the Company’s preferred stock as Series A Preferred Stock, par
value $.001 per share, (the “ Series A Preferred ”) and 4,545,455 shares of the Company’s 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 condi