REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 18th, 2006 • Boomerang Holdings, Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of the day of , 2006, by and among Boomerang Holdings, Inc., a Delaware corporation (the "Company") and the undersigned parties listed under Investor on the signature page hereto (each, an "Investor" and collectively, the "Investors").
WARRANT AGREEMENTWarrant Agreement • October 10th, 2006 • Boomerang Holdings, Inc. • Blank checks • New York
This Agreement made as of , 2006 between Boomerang Holdings, Inc., a Delaware corporation, with offices at 400 Chesterfield Center, Suite 400, Chesterfield, Missouri 63017 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
15,000,000 Units Boomerang Holdings, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • August 18th, 2006 • Boomerang Holdings, Inc. • Blank checks • New York
Deutsche Bank Securities Inc. As Representative of the Several Underwriters c/o Deutsche Bank Securities Inc. 60 Wall Street, 4th Floor New York, New York 10005
ContractPurchase Option Agreement • August 18th, 2006 • Boomerang Holdings, Inc. • Blank checks • New York
THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE OPTION FOR A PERIOD OF ONE YEAR FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) DEUTSCHE BANK SECURITIES INC. ("DEUTSCHE BANK") OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF DEUTSCHE BANK OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF (I) THE CONSUMMATION BY BOOMERANG HOLDINGS, INC. ("COMPANY") OF A BUSINESS COMBINATION WITH AN OPERATING COMPANY ("BUSINESS COMBINATION") AND (II) , 2007. VOID AFTER 5:00 P.M. NEW YORK CITY LOCAL TIME, , 2010.
WARRANT AGREEMENTWarrant Agreement • October 10th, 2006 • Boomerang Holdings, Inc. • Blank checks • New York
This Agreement made as of , 2006 between Boomerang Holdings, Inc., a Delaware corporation, with offices at 400 Chesterfield Center, Suite 400, Chesterfield, Missouri 63017 (“Company”), and or permitted assigns under the terms of this Agreement and the Warrants (the “Warrant Holder”).
COMMON STOCK SUBSCRIPTION AGREEMENTCommon Stock Subscription Agreement • August 18th, 2006 • Boomerang Holdings, Inc. • Blank checks • New York
Boomerang Holdings, Inc., a Delaware corporation ("Company") and the Investor hereby enter into this Common Stock Subscription Agreement (this "Subscription Agreement") agree as follows:
WARRANT SUBSCRIPTION AGREEMENTWarrant Subscription Agreement • August 18th, 2006 • Boomerang Holdings, Inc. • Blank checks • New York
Boomerang Holdings, Inc., a Delaware corporation ("Company") and the Investor hereby enter into this Warrant Subscription Agreement (this "Subscription Agreement") agree as follows:
UNDERWRITING AGREEMENTUnderwriting Agreement • October 10th, 2006 • Boomerang Holdings, Inc. • Blank checks • New York
Deutsche Bank Securities Inc. As Representative of the Several Underwriters c/o Deutsche Bank Securities Inc. 60 Wall Street, 4th Floor New York, New York 10005
AGREEMENT AND GENERAL RELEASEAgreement and General Release • August 18th, 2006 • Boomerang Holdings, Inc. • Blank checks • Missouri
This Agreement and General Release ("Agreement") is made and entered into this 18th day of October 2004 by and between Gregg Eisenberg ("Eisenberg") and Maverick Tube Corporation ("Maverick"), herein collectively referred to as the "Parties".
STOCK ESCROW AGREEMENTStock Escrow Agreement • August 18th, 2006 • Boomerang Holdings, Inc. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of , 2006 ("Agreement"), by and among BOOMERANG HOLDINGS, INC., a Delaware corporation ("Company"), each of the stockholders of the Company set forth on Exhibit A, annexed hereto (collectively "Initial Stockholders") and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation ("Escrow Agent").
