0001104659-06-065924 Sample Contracts

WARRANT AGREEMENT
Warrant 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”).

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WARRANT AGREEMENT
Warrant 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”).

UNDERWRITING AGREEMENT
Underwriting 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

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