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).
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”).
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.
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”).
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”).
WAIVERWaiver • March 20th, 2008 • Silverstar Holdings LTD • Services-prepackaged software
This Waiver (this “Waiver”) is made and entered into as of March 19, 2008, by and among Silverstar Holdings, Ltd., a Bermuda corporation (the “Company”), and each of the investors signatory hereto (each, a “Holder” and collectively, the “Holders”).
INDIVIDUAL GUARANTYIndividual Guaranty • March 20th, 2008 • Silverstar Holdings LTD • Services-prepackaged software • New York
To: GCP O & G I LLC and the other Purchasers Identified on the Signature Pages of the Securities Purchase Agreement Referred to Below
