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”).
LOAN, GUARANTY AND SECURITY AGREEMENTLoan, Guaranty and Security Agreement • November 13th, 2008 • Silverstar Holdings LTD • Services-prepackaged software • New York
This LOAN, GUARANTY AND SECURITY AGREEMENT (this “Agreement”) is entered into as of this 7th day of November, 2008, among Empire Interactive Europe Limited, a company organized under the laws of England (“Empire Europe” or “Borrower”), Empire Interactive, Inc., a corporation incorporated under the laws of Maryland (“Empire US”), Silverstar Holdings, Ltd., a company organized under the laws of Bermuda (“Silverstar Holdings”), Empire Interactive Plc, a company organized under the laws of England (“Empire UK”), and Empire Interactive Holdings Limited, a company organized under the laws of England (“Empire Holdings”), each as a Guarantor, and Full Circle Partners, LP, a Delaware limited partnership (“Full Circle”), as a Lender and Agent for the Lenders from time to time party hereto (in such capacity, “Agent”).
PLEDGE AGREEMENTPledge Agreement • November 13th, 2008 • Silverstar Holdings LTD • Services-prepackaged software • New York
THIS PLEDGE AGREEMENT, dated as of November 11, 2008, is executed and delivered by the pledgor listed on the signature page hereof (the “Pledgor”), in favor of the Agent (as defined below) for the benefit of the Lenders.
DATED November 11, 2008Silverstar Holdings LTD • November 13th, 2008 • Services-prepackaged software • England
