Agreement
Agreement
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.
NOW, THEREFORE, in consideration of the
mutual agreements, covenants, representations and warranties contained herein,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto, each intending to be legally
bound, hereby agree as follows:
|
|
(1)
|
The
Holder is the holder of $_______ principal amount of the Company’s 12%
Promissory Notes (the “Notes”) with accrued interest thereon through
October 31, 2009 in the amount of $______ (the
“Interest”).
|
|
|
(2)
|
In
order to simplify and clarify its equity capital structure, the Company is
seeking to eliminate and reduce the amount of Notes and Interest it has
outstanding by taking the following
steps.
|
|
|
(3)
|
The
Holder agrees to transfer, sell and assign the Notes and Interest to the
Company at an exchange price of $0.10 per share for every dollar, free and
clear of all claims, rights and encumbrances in exchange for an aggregate
of ___________ shares (the “Exchange Shares”) of the Company’s duly
authorized and fully paid shares of Common Stock, which shares shall
constitute payment in full for the Notes and
Interest.
|
|
|
(4)
|
The
Company desires to effect this issuance of its shares of Common Stock in
exchange for the Notes and Interest as an exempt transaction under Section
3 (a) (9) of the Securities Act of 1933, as amended (the “Securities
Act”).
|
|
|
(5)
|
Concurrently
herewith (or no later than five (5) days from the date hereof) in order to
consummate the foregoing transaction, the Holder shall deliver to the
Company, the original Note and Warrants with such assignments and
endorsements thereon as necessary to transfer good and valid beneficial
ownership of the Notes (inclusive of accrued interest) to the
Company.
|
|
|
(6)
|
Holder
understands, covenants and agrees that the Exchange Shares issued shall
have such restrictions on the resale of those shares as are required under
the Securities Act. In effecting resales of such Exchange
Shares, such shares will be deemed to be “restricted securities” as
defined under Rule 144 and, unless such offer and resale has been
registered under the Securities Act, the resale will be subject to the
restrictions and limitations of Rule 144. Holder agrees that a
legend may be affixed to the certificate for the Exchange Shares issued to
Holder and stop transfer instructions can be placed against the transfer
of the Exchange Shares in accordance with the
foregoing.
|
|
|
(7)
|
This
Agreement shall be governed in all respects by the laws of the State of
Delaware. This Agreement constitutes the full and entire
understanding and agreement between the parties with regard to the subject
hereof. This Agreement, or any provision hereof, may be
amended, waived, discharged or terminated only upon the written agreement
of the parties hereto.
|
This
Agreement may be executed in separate counterparts each of which shall
constitute one agreement and shall be binding on the parties.
Signatures
In Witness Whereof, the Company has
executed this Agreement this ________ day of ___________-, 2009.
|
Company
|
||
|
By
|
_________________________________
|
|
|
Title
|
||
In Witness Whereof, the Holder has
executed this Agreement this ________ day of ____________, 2009.
|
Holder
|
________________________
|
|
________________________
|
|
|
Printed
name
|
|
|
Holder
Address:
|
_______________________
|
|
_______________________
|
|
|
_______________________
|
2
