0001144204-11-053008 Sample Contracts

GROUND LEASE
Ground Lease • September 14th, 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

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EMPLOYMENT AGREEMENT
Employment 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").

CHANGE IN TERMS AGREEMENT
Change 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.

December 23, 2010
Boomerang 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.

Contract
Boomerang Systems, Inc. • September 14th, 2011 • Engines & turbines

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") AND APPLICABLE STATE SECURITIES LAWS. NO INTEREST IN THIS NOTE MAY BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR (ii) AN EXEMPTION FROM REGISTRATION UNDER THE ACT WHERE THE HOLDER HAS FURNISHED TO THE COMPANY AN OPINION OF ITS COUNSEL REASONABLY SATISFACTORY TO COUNSEL FOR PAYOR THAT AN EXEMPTION FROM REGISTRATION UNDER THE ACT IS AVAILABLE.

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