EXHIBIT 4.3 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of October 31, 2005, among Silverstar Holdings, Ltd., a Bermuda corporation (the "Company"), and the purchasers signatory...Registration Rights Agreement • November 4th, 2005 • Silverstar Holdings LTD • Services-amusement & recreation services
Exhibit 99.1 ------------ SUBSCRIPTION AGREEMENT DATED FEBRUARY 24, 2005 BETWEEN: SILVERSTAR HOLDINGS, LTD. (the "Purchaser"), a corporation duly incorporated under the laws of Bermuda, having its head office at 6100 Glades Road, suite 305, Boca Raton...Subscription Agreement • March 2nd, 2005 • Silverstar Holdings LTD • Services-amusement & recreation services • Quebec
EXHIBIT 10.1 ASSET PURCHASE AGREEMENT DATED AS OF APRIL 7, 2006 BY AND AMONG FUN TECHNOLOGIES CORPORATION, FUN TECHNOLOGIES INC., FANTASY SPORTS, INC.Asset Purchase Agreement • April 12th, 2006 • Silverstar Holdings LTD • Services-amusement & recreation services • Delaware
BY AND AMONG STUDENT SPORTS, INC., A CALIFORNIA CORPORATION ("SELLER"), STUDENT SPORTS INC., A DELAWARE CORPORATION ("BUYER"), SILVERSTAR HOLDINGS, LTD. ("PARENT") ANDAsset Purchase Agreement • October 9th, 2001 • Silverstar Holdings LTD • Food and kindred products • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 24th, 2006 • Silverstar Holdings LTD • Services-amusement & recreation services
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 19, 2006, among Silverstar Holdings, Ltd., a Bermuda corporation (the “Company”), and the purchasers signatory hereto (each such purchaser is a “Purchaser” and collectively, the “Purchasers”).
EXHIBIT 4.4 SECURITY AGREEMENT SECURITY AGREEMENT, dated as of October 31, 2005 (this "Agreement"), among Silverstar Holdings, Ltd., a Bermuda corporation (the "Company") and all of the Subsidiaries of the Company (such subsidiaries, the "Guarantors")...Security Agreement • November 4th, 2005 • Silverstar Holdings LTD • Services-amusement & recreation services • New York
COMMON STOCK PURCHASE WARRANT To Purchase ______ Shares of Common Stock of SILVERSTAR HOLDINGS, LTD.Security Agreement • March 20th, 2008 • Silverstar Holdings LTD • Services-prepackaged software
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ____________ (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after March 19, 2008 (the “Initial Exercise Date”) and on or prior to the close of business on the fifth anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Silverstar Holdings, Ltd., a Bermuda corporation (the “Company”), up to _________ shares (the “Warrant Shares”) of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
ESCROW AGREEMENT 1. Parties The parties to this agreement are: 1.1 American Stock Transfer and Trust Company a New York corporation (Escrow agent) 1.2 First South Africa Corp., Ltd a Bermuda company (Parent) 1.3 First South African Holdings (Pty)...Escrow Agreement • January 7th, 1998 • First South Africa Corp LTD • General industrial machinery & equipment • New York
EXHIBIT 99.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this "Agreement") is dated as of October 21, 2005 among Silverstar Holdings, Ltd., a Bermuda corporation (the "Company"), and each purchaser identified on the signature...Securities Purchase Agreement • October 27th, 2005 • Silverstar Holdings LTD • Services-amusement & recreation services • New York
EMPLOYMENT AGREEMENT THIS AGREEMENT ("Agreement"), dated as of November 30, 2000, between Fantasy Sports, Inc., a Delaware corporation (the "Company"), and Gregory Liegey (the "Executive"). W I T N E S S E T H: - - - - - - - - - - WHEREAS, the Company...Employment Agreement • October 15th, 2001 • Silverstar Holdings LTD • Food and kindred products • Delaware
Exhibit 10.9 EMPLOYMENT AGREEMENT THIS AGREEMENT ("Agreement"), dated as of November 30, 2000, between Fantasy Sports, Inc., a Delaware corporation (the "Company"), and Gregory Liegey (the "Executive"). W I T N E S S E T H: WHEREAS, the Company...Employment Agreement • September 30th, 2002 • Silverstar Holdings LTD • Services-amusement & recreation services • Delaware
Exhibit 4.1 ----------- REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement is made and entered into as of September 24, 2001 (this "Agreement") by and between Silverstar Holdings, Ltd., a Bermuda corporation (the "Company"), and Student...Registration Rights Agreement • October 9th, 2001 • Silverstar Holdings LTD • Food and kindred products • New York
EXHIBIT 4.2 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION...Securities Agreement • November 4th, 2005 • Silverstar Holdings LTD • Services-amusement & recreation services
AMENDED AND RESTATED VARIABLE RATE SECURED CONVERTIBLE DEBENTURE DUE APRIL 30, 2010Convertible Security Agreement • July 3rd, 2007 • Silverstar Holdings LTD • Services-prepackaged software • New York
THIS DEBENTURE is one of a series of duly authorized and validly issued Variable Rate Secured Convertible Debentures of Silverstar Holdings, Ltd., a Bermuda corporation, (the “Company”), having a principal place of business at 1900 Glades Road, Suite 435, Boca Raton, FL 33431, designated as its Variable Rate Secured Convertible Debenture due April 30, 2010 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
RECITALS --------Purchase Agreement • January 28th, 2000 • Leisureplanet Holdings LTD • Food and kindred products • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 20th, 2008 • Silverstar Holdings LTD • Services-prepackaged software • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 19, 2008 among Silverstar Holdings, Ltd., a Bermuda corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SECURITY AGREEMENTSecurity Agreement • March 20th, 2008 • Silverstar Holdings LTD • Services-prepackaged software • New York
SECURITY AGREEMENT, dated as of March 19, 2008 (this “Agreement”), among Silverstar Holdings, Ltd., a Bermuda corporation (the “Company”) and the Subsidiaries of the Company listed on the signature pages hereto (such subsidiaries, the “Guarantors”) (the Company and Guarantors are collectively referred to as the “Debtors”) and the holder or holders of the Company’s 9% Secured Convertible Debentures due March 19, 2012 in the original aggregate principal amount of $7,500,000 (the “Debenture”), signatory hereto, their endorsees, transferees and assigns (collectively referred to as, the “Secured Parties”).
1. Introduction 1.1 An agreement (the sale agreement) has been entered into among the Managers, Heinz Andreas, FSAH, the Company, Surf's-Up Investments (Pty) Ltd and First South Africa Corp., Ltd pursuant to which FSAH has agreed to purchase from the...Sale Agreement • January 7th, 1998 • First South Africa Corp LTD • General industrial machinery & equipment
SUBSIDIARY GUARANTEESubsidiary Guarantee • March 20th, 2008 • Silverstar Holdings LTD • Services-prepackaged software • New York
SUBSIDIARY GUARANTEE, dated as of March 19, 2008 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, (the “Guarantors”), in favor of the purchasers signatory (the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Silverstar Holdings, Ltd., a Bermuda corporation (the “Company”) and the Purchasers.
EXHIBIT 10.1 EMPLOYMENT AGREEMENT -------------------- EMPLOYMENT AGREEMENT dated as of April 12, 2000, between Clive Kabatznik (the "Employee") and First South Africa Management Corp., a Delaware corporation (the "Company"). WHEREAS, the Company...Employment Agreement • May 15th, 2000 • Leisureplanet Holdings LTD • Food and kindred products • Delaware
Exhibit 10.10 July 17, 2003 VIA E-mail: clive@silverstarholdings.com Clive Kabatznik Silverstar Holdings dba Fantasy Sports Enterprises 6100 Glades Road Suite 305 Boca Raton, FL 33434 Tel: 561-479-0040 Fax: 561-479-0757 RE: Amendment to Agreement...Amendment to Agreement • September 28th, 2004 • Silverstar Holdings LTD • Services-amusement & recreation services
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 20th, 2008 • Silverstar Holdings LTD • Services-prepackaged software
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 19, 2008, among Silverstar Holdings, Ltd., a Bermuda corporation (the “Company”), and the purchasers signatory hereto (each such purchaser is a “Purchaser” and collectively, the “Purchasers”).
EXHIBIT 99.2 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT dated as of December 31 2004, between Clive Kabatznik (the "Employee") and First South Africa Management Corp., a Delaware corporation (the "Company"). WHEREAS, the Company desires to employ the...Employment Agreement • April 26th, 2005 • Silverstar Holdings LTD • Services-amusement & recreation services • Delaware
FIRST SOUTH AFRICA CORP. STOCK OPTION AGREEMENT THIS AGREEMENT is made this 17th day of January, 1997 by and between First South Africa Corp., Ltd., a Bermuda corporation ("Corporation"), and Barretto Pacific Corporation, a Nevada corporation ("Option...Stock Option Agreement • August 13th, 1997 • First South Africa Corp LTD • General industrial machinery & equipment
EXHIBIT 4.5 SUBSIDIARY GUARANTEE SUBSIDIARY GUARANTEE, dated as of October 31, 2005 (this "Guarantee"), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, (the "Guarantors"), in...Subsidiary Guarantee • November 4th, 2005 • Silverstar Holdings LTD • Services-amusement & recreation services • New York
EXHIBIT 4.1 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION...Convertible Security Agreement • November 4th, 2005 • Silverstar Holdings LTD • Services-amusement & recreation services • New York
1 PricewaterhouseCoopers ------------------------------------------------------ -------------------------- | PricewaterhouseCoopers | Thames Court | 1 Victoria Street | Windsor SL4 1HB 27 November 2000 Leisureplanet Holdings, Ltd. 6100 Glades Road...Consent Letter • December 5th, 2000 • Leisureplanet Holdings LTD • Food and kindred products
9% SECURED CONVERTIBLE DEBENTURE DUE MARCH 19, 2012Convertible Security Agreement • March 20th, 2008 • Silverstar Holdings LTD • Services-prepackaged software • New York
THIS DEBENTURE is one of a series of duly authorized and validly issued 9% Secured Convertible Debentures of Silverstar Holdings, Ltd., a Bermuda corporation, (the “Company”), having a principal place of business at 1900 Glades Road, Suite 435, Boca Raton, FL 33431, designated as its 9% Secured Convertible Debenture due March 19, 2012 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
SALE OF SHARES AGREEMENT among JOHN WELCH (Welch) and HEINZ ANDREAS (Andreas) and MICHAEL MORGAN (Morgan) (collectively the sellers) and FIRST SOUTH AFRICAN HOLDINGS (PROPRIETARY) LIMITED (Registration No. 95/03959/07) (the purchaser) and FIRST SOUTH...Sale of Shares Agreement • January 7th, 1998 • First South Africa Corp LTD • General industrial machinery & equipment
Exhibit 4.03 NONQUALIFIED STOCK OPTION CONTRACT THIS NONQUALIFIED STOCK OPTION CONTRACT entered into as of January 2, 2005 (the "Contract") between Silverstar Holdings, Ltd., a Bermuda corporation (the "Company"), and Clive Kabatznik ("Optionee"). 1....Nonqualified Stock Option Contract • February 21st, 2006 • Silverstar Holdings LTD • Services-amusement & recreation services • New York
EXHIBIT 2.2 SALE OF BUSINESS AGREEMENTSale of Business Agreement • March 14th, 1997 • First South Africa Corp LTD • General industrial machinery & equipment
Exhibit 4.06 SILVERSTAR HOLDINGS, LTD. STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT dated as of _____ __, 2004 (this "Option Agreement"), by and between SILVERSTAR HOLDINGS, LTD., a Bermuda corporation (the "Company") and __________ (the...Stock Option Agreement • February 21st, 2006 • Silverstar Holdings LTD • Services-amusement & recreation services
AMENDED AND RESTATED 9% SECURED CONVERTIBLE DEBENTURE DUE MARCH 19, 2012Convertible Security Agreement • April 17th, 2008 • Silverstar Holdings LTD • Services-prepackaged software • New York
THIS AMENDED AND RESTATED DEBENTURE is one of a series of duly authorized and validly issued 9% Secured Convertible Debentures of Silverstar Holdings, Ltd., a Bermuda corporation, (the “Company”), having a principal place of business at 1900 Glades Road, Suite 435, Boca Raton, FL 33431, designated as its 9% Secured Convertible Debenture due March 19, 2012 (this amended and restated debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
VALIDITY AGREEMENTValidity Agreement • November 13th, 2008 • Silverstar Holdings LTD • Services-prepackaged software • New York
THIS VALIDITY AGREEMENT (this “Agreement”) is made as of the 7th day of November, 2008, by and among Karim Farghaly (the “Principal”) and Full Circle Partners, LP, a Delaware limited partnership (the “Secured Party”).
LOCK-UP AGREEMENTLock-Up Agreement • July 3rd, 2007 • Silverstar Holdings LTD • Services-prepackaged software • New York
THIS LOCK-UP AGREEMENT (the “Agreement”) is made and entered into on July 2, 2007 between the stockholder set forth on the signature page to this Agreement (each, a “Holder”) and Silverstar Holdings, Ltd., a company incorporated under the laws of Bermuda (the “Company”).
