EXHIBIT 10.1 ------------ MEMORANDUM OF AGREEMENT To: Ted Swartwood, CEO Digital Imaging Resources, Inc. OTCBB DGIR From: Tom Kidd, CEO US Pro Golf Tour, Inc. Greens Worldwide Incorporated OTCBB GRWW Subject: SwingStation Presenting Title Sponsorship...Memorandum of Agreement • October 6th, 2005 • Digital Imaging Resources Inc. • Radiotelephone communications
EXHIBIT 10.1 DIGITAL IMAGING RESOURCES INC. STOCK OPTION AGREEMENT ------------ -------------------------------------------------------------------- RECITALS A. The Board of this Corporation has granted to William S. Clarke, by action taken at a...Stock Option Agreement • January 29th, 2007 • Digital Imaging Resources Inc. • Radiotelephone communications • Delaware
AGREEMENTAgreement • May 8th, 2002 • Dominion Resources Inc /De/ • Radiotelephone communications • New Jersey
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 18th, 2012 • Boomerang Systems, Inc. • Engines & turbines • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of ____, 2012, is by and among BOOMERANG SYSTEMS, INC., a Delaware corporation (the “Company”), and each of the undersigned Subscribers (each, a “Subscriber,” and collectively, the “Subscribers”).
RECITALSAsset Purchase Agreement • October 10th, 2006 • Digital Imaging Resources Inc. • Radiotelephone communications • New Jersey
DIGITAL IMAGING RESOURCES, INC. Indemnification AgreementIndemnification Agreement • December 5th, 2007 • Digital Imaging Resources Inc. • Radiotelephone communications • Delaware
This Indemnification Agreement (“Agreement”) is made as of December [__], 2007, by and between Digital Imaging Resources, Inc., a Delaware corporation (the “Company”), and [______________] (“Indemnitee”).
WITNESSETHAgreement • May 8th, 2002 • Dominion Resources Inc /De/ • Radiotelephone communications • New Jersey
BY AND AMONGAgreement and Plan of Merger • June 9th, 2006 • Digital Imaging Resources Inc. • Radiotelephone communications • Delaware
AGREEMENTAgreement • May 8th, 2002 • Dominion Resources Inc /De/ • Radiotelephone communications • New Jersey
GROUND LEASEGround Lease • December 16th, 2011 • Boomerang Systems, Inc. • Engines & turbines • New Jersey
WHEREAS, Lessor is the owner of real property which is legally described on Exhibit A hereto and graphically depicted on Exhibit B hereto (the "Site"); and
NEITHER THIS NOTE, NOR ANY SECURITY ISSUABLE UPON CONVERSION HEREOF, HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS. NO INTEREST IN THIS NOTE MAY BE OFFERED OR SOLD EXCEPT PURSUANT TO...Boomerang Systems, Inc. • January 15th, 2013 • Engines & turbines
THIS NOTE MAY HAVE BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”). IF SO, BEGINNING NO LATER THAN 10 DAYS AFTER THE FUNDING DATE, AN INVESTOR MAY, UPON REQUEST, OBTAIN FROM THE COMPANY THE NOTE’S ISSUE PRICE, ISSUE DATE, AMOUNT OF OID AND YIELD TO MATURITY BY CONTACTING THE CHIEF FINANCIAL OFFICER OF THE COMPANY, AT [INSERT ADDRESS].
SUBSCRIPTION AGREEMENTSubscription Agreement • July 18th, 2012 • Boomerang Systems, Inc. • Engines & turbines • New York
NOTEBoomerang Systems, Inc. • July 29th, 2015 • Engines & turbines
THIS REVOLVING CREDIT NOTE is executed and delivered under and pursuant to the terms of that certain Loan and Security Agreement, dated as of June 6, 2013 (as the same has been and may hereafter be amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), by and among Borrowers, the lenders now or hereafter a party hereto (collectively, the “Lenders” and each individually a “Lender”) and PARKING SOURCE LLC, as agent for itself and the other Lenders (in such capacity, the “Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings provided in the Loan Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • September 14th, 2011 • Boomerang Systems, Inc. • Engines & turbines • New Jersey
THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of March 31, 2008 (the "Effective Date") between Boomerang Systems, Inc., a Delaware Corporation (the "Company") and Christopher Mulvihill (the "Executive").
AgreementAgreement • December 21st, 2009 • Boomerang Systems, Inc. • Engines & turbines • Delaware
This Agreement (“Agreement”) is entered into as of the date and year hereinafter written between Boomerang Systems, Inc., a Delaware corporation, (the “Company”) and __________ (the “Holder”), such Holder having the address set forth on the Signature Page to this agreement.
AGREEMENT AND RELEASEAgreement and Release • May 15th, 2015 • Boomerang Systems, Inc. • Engines & turbines • Utah
Agreement and Release (“Agreement”), made as of this 11th day of March, 2015 by and between BOOMERANG SYSTEMS, INC. (“Boomerang”), a Delaware corporation, with an address at 30A Vreeland Road, Florham Park, New Jersey; and SB&G PROPERTIES, L.C. (“SBG”), a Utah limited liability company, with an address of 350 West 2500 North, North Logan, Utah 84341; (Boomerang, and SBG shall be collectively referred to the “Parties” or individually as a “Party”).
CHANGE IN TERMS AGREEMENTChange in Terms Agreement • September 14th, 2011 • Boomerang Systems, Inc. • Engines & turbines
Principal Loan Date Maturity $200,000.00 05-16-2010 05-16-2011 References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "ww— has been omitted due to text length limitations.
AGREEMENT OF LEASE The Abbey at 355 Madison Ave Morris Township, NJ 07960Agreement of Lease • January 12th, 2010 • Boomerang Systems, Inc. • Engines & turbines • New Jersey
THIS AGREEMENT OF LEASE (this “Lease”) dated as of January 1, 2009, is entered into by and between NYC Skyline Realty LLC a Limited Liability company, having an office, at 85 Roxiticus Road, Far Hills NJ 07931,(hereinafter called "Landlord"), and, Boomerange Systems, Inc., a Delaware corporation, company having an office at , 355 Madison Ave. Township of Morris, NJ 07961 (hereinafter called "Tenant").
EMPLOYMENT AGREEMENTEmployment Agreement • January 12th, 2012 • Boomerang Systems, Inc. • Engines & turbines • Utah
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of this 1st day of August 2011 by and between BOOMERANG SYSTEMS INC., a Delaware corporation (the “Company” or “Boomerang”), and DAVID KOCH (“Employee”), with an address of 7340 S. 3030 E, Salt Lake City, Utah 84121.
ContractLoan and Security Agreement • August 14th, 2013 • Boomerang Systems, Inc. • Engines & turbines • New York
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT dated as of August 6, 2013 (this “Amendment”) among BOOMERANG SYSTEMS, INC., a corporation organized under the laws of the State of Delaware (“Holdings”), BOOMERANG SUB, INC., a corporation organized under the laws of the State of Delaware (“Boom Sub”), BOOMERANG USA CORP., a corporation organized under the laws of the State of Delaware (“Boom USA”), and BOOMERANG MP HOLDINGS INC, a corporation organized under the laws of the State of New Jersey (“Boom MP” and together with Holdings, Boom Sub and Boom USA, the “Borrowers”, and each a “Borrower”), each Person party hereto providing an Incremental Advance Commitment (collectively, the “Incremental Lenders” and each individually an “Incremental Lender”) and PARKING SOURCE LLC, as agent for itself and the other Lenders party to the Loan Agreement (as hereinafter defined) (in such capacity, the “Agent”).
LEASELease • January 27th, 2012 • Boomerang Systems, Inc. • Engines & turbines • New Jersey
This Index is included only as a matter of convenience of reference and shall not be deemed or construed in any way to define or limit the scope of the following lease or the intent of any provision thereof.
To the Holders of Notes:Boomerang Systems, Inc. • July 29th, 2015 • Engines & turbines
This letter is intended for the holders of 15% Secured Notes (the “Notes”) and warrants to purchase common stock (“Eligible Warrants”) in each case issued pursuant to the Loan and Security Agreement dated as of June 6, 2013 (as amended through the date hereof, the “Loan Agreement”) by and among the Company, Boomerang Systems, Inc., Boomerang USA Corp. and Boomerang MP Holdings, Inc. (collectively, the “Borrowers”), the Lenders party thereto from time to time and Parking Source LLC, as agent.
SUBSCRIPTION AGREEMENTSubscription Agreement • January 15th, 2013 • Boomerang Systems, Inc. • Engines & turbines • New York
AMENDMENT TO LEASELease • January 27th, 2012 • Boomerang Systems, Inc. • Engines & turbines
This Third Amendment to the Lease (the “Third Amendment”), made and effective this 1st day of October, 2011, between SB&G Properties, LC (“Landlord”) and Boomerang Sub, Inc. (“Tenant”), modifies and amends the monthly paid and accrued rent and term of this lease.
EXHIBIT 99.1 ------------ DIGITAL IMAGING RESOURCES, INC. AND VIANET DIRECT, INC. SIGN MERGER AGREEMENT MORRISTOWN, NJ/WAYNE, PA - JUNE 6, 2006 - Digital Imaging Resources, Inc. ("DGIR") (OTC-BB: DGIR.OB) and Vianet Direct, Inc. ("Vianet") announced...Digital Imaging Resources Inc. • June 9th, 2006 • Radiotelephone communications
MORRISTOWN, NJ/WAYNE, PA - JUNE 6, 2006 - Digital Imaging Resources, Inc. ("DGIR") (OTC-BB: DGIR.OB) and Vianet Direct, Inc. ("Vianet") announced the signing of an agreement for a proposed merger. The merger will be consummated through Vianet's merger with Vianet Acquisition, Inc., a wholly-owned subsidiary of DGIR. Following the merger, Vianet will become a wholly-owned subsidiary of DGIR.
NOW THEREFORECampground and Amenities Trust • May 8th, 2002 • Dominion Resources Inc /De/ • Radiotelephone communications • New Jersey
December 23, 2010Boomerang Systems, Inc. • December 16th, 2011 • Engines & turbines
Boomerang Systems, Inc., a Delaware corporation (“Borrower” or “Company”), has requested the individuals and entities listed on the signature page hereto, (each a “Lender” and collectively “Lenders”) to extend credit to it to enable it upon the terms, and subject to the conditions, of this letter agreement (the “Commitment Letter”), to borrow (a) at any time and from time to time, prior to the Expiration Date (as defined below) up to an aggregate principal amount at any time outstanding not in excess of $3,250,000, the proceeds of such borrowings to be used by Borrower to fund Borrower’s working capital requirements. Lenders are willing to provide such credit facility to Borrower upon the terms and subject to the conditions set forth in this Commitment Letter.
ContractFirst Amendment • August 14th, 2013 • Boomerang Systems, Inc. • Engines & turbines • New York
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT dated as of July 15, 2013 (this “Amendment”) among BOOMERANG SYSTEMS, INC., a corporation organized under the laws of the State of Delaware (“Holdings”), BOOMERANG SUB, INC., a corporation organized under the laws of the State of Delaware (“Boom Sub”), BOOMERANG USA CORP., a corporation organized under the laws of the State of Delaware (“Boom USA”), and BOOMERANG MP HOLDINGS INC, a corporation organized under the laws of the State of New Jersey (“Boom MP” and together with Holdings, Boom Sub and Boom USA, the “Borrowers”, and each a “Borrower”), each existing Lender party hereto and each other Person party hereto providing an Incremental Advance Commitment (collectively, the “Incremental Lenders” and each individually an “Incremental Lender”) and PARKING SOURCE LLC, as agent for itself and the other Lenders party to the Loan Agreement (as hereinafter defined) (in such capacity, the “Agent”).
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 7th, 2010 • Boomerang Systems, Inc. • Engines & turbines • Delaware
This Amended and Restated Executive Employment Agreement (“Agreement”) executed on October 1, 2010, and effective as of August 21, 2010, by and between Boomerang Systems, Inc. (the "Company"), a Delaware corporation, with its principal place of business at 355 Madison Avenue, Morristown, New Jersey and Mark Patterson (“Executive”) an individual having a mailing address at 40 Minnisink Road, Short Hills, New Jersey 07078-1920.
AGREEMENT AND PLAN OF MERGER By and Among DIGITAL IMAGING RESOURCES, INC, BOOMERANG SUB, INC. And BOOMERANG SYSTEMS INC. Dated as of December 5, 2007Agreement and Plan of Merger • December 19th, 2007 • Digital Imaging Resources Inc. • Radiotelephone communications • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of December 5, 2007, is by and among Digital Imaging Resources, Inc.., a Delaware corporation (“Parent”), Boomerang Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Boomerang Systems, Inc., a Utah corporation (the “Company”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 26th, 2010 • Boomerang Systems, Inc. • Engines & turbines • Delaware
This Executive Employment Agreement (“Agreement”) is made and effective as of August 21, 2010, by and between Boomerang Systems, Inc. (the "Company"), a Delaware corporation, with its principal place of business at 35 Madison Avenue, Morristown, New Jersey and Mark Patterson (“Executive”) an individual having a mailing address at 40 Minnisink Road, Short Hills, New Jersey 07078-1920.
AMENDMENT TO LEASELease • January 27th, 2012 • Boomerang Systems, Inc. • Engines & turbines
This Third Amendment to the Lease (the “Third Amendment”), made this 28th day of October, 2011, between Stan Checketts Properties, LC (“Landlord”) and Boomerang Sub, Inc. (“Tenant”), modifies and amends the monthly paid and accrued rent and term of this lease, effective October 1, 2011.
December 23, 2010Boomerang Systems, Inc. • September 14th, 2011 • Engines & turbines
Boomerang Systems, Inc., a Delaware corporation (“Borrower” or “Company”), has requested the individuals and entities listed on the signature page hereto, (each a “Lender” and collectively “Lenders”) to extend credit to it to enable it upon the terms, and subject to the conditions, of this letter agreement (the “Commitment Letter”), to borrow (a) at any time and from time to time, prior to the Expiration Date (as defined below) up to an aggregate principal amount at any time outstanding not in excess of $3,250,000, the proceeds of such borrowings to be used by Borrower to fund Borrower’s working capital requirements. Lenders are willing to provide such credit facility to Borrower upon the terms and subject to the conditions set forth in this Commitment Letter.
LOAN AND SECURITY AGREEMENT among BOOMERANG SYSTEMS, INC. BOOMERANG SUB, INC. BOOMERANG USA CORP. BOOMERANG MP HOLDINGS, INC. (BORROWERS), THE LENDERS PARTY HERETO FROM TIME TO TIME and PARKING SOURCE LLC (AGENT) June 6, 2013Loan and Security Agreement • August 14th, 2013 • Boomerang Systems, Inc. • Engines & turbines • New York
Loan and Security Agreement dated as of June 6, 2013 among BOOMERANG SYSTEMS, INC., a corporation organized under the laws of the State of Delaware (“Holdings”), BOOMERANG SUB, INC., a corporation organized under the laws of the State of Delaware (“Boom Sub”), BOOMERANG USA CORP., a corporation organized under the laws of the State of Delaware (“Boom USA”), and BOOMERANG MP HOLDINGS, INC., a corporation organized under the laws of the State of New Jersey (“Boom MP” and together with Holdings, Boom Sub, Boom USA and each Person joined hereto as a borrower from time to time, collectively, the “Borrowers”, and each a “Borrower”), the lenders now or hereafter a party hereto (collectively, the “Lenders” and each individually a “Lender”) and PARKING SOURCE LLC, as agent for itself and the other Lenders (in such capacity, the “Agent”).
JOINT VENTURE AGREEMENTJoint Venture Agreement • September 14th, 2012 • Boomerang Systems, Inc. • Engines & turbines • New Jersey
BOOMERANG MP HOLDINGS INC., a Corporation duly organized and existing under the laws of the State of New Jersey, and having its registered office at 30B Vreeland Road, Florham Park, New Jersey 07932 (“Boomerang”);
