EXHIBIT 10.84
MARKETING AND INVESTOR RELATIONS AGREEMENT
------------------------------------------
To advice! Investment Services GmbH Attn. Xx. Xxxxxx Xxxxxxx
Vienna, 1999 - November - 05
Gentlemen:
Following is a summary of our discussions and agreement.
WHEREAS, advice! Investment Services GmbH ("Advice" hereinafter) is a company
that is able to provide Investor Relations services in various countries in
Europe and has expressed a willingness to provide these services to Century
Casinos, Inc.
WHEREAS, Century Casinos, Inc. ("Advice" hereinafter) is desirous to find a
company that is able and willing to provide various Investor Relations services
in Austria, Germany and Switzerland.
THEREFORE, CCI engages Advice in the manner outlined below.
1. Advice will perform marketing, public relations and investor relations tasks
that include, but are not necessarily limited to the following:
- Make contacts on a continuous basis with existing CCI shareholders in
Europe.
- Disburse information provided by the company to existing shareholders in
Europe.
- Generate interest in CCI.
- Set up contacts with other PR companies in Europe to generate interest in
the company in the future.
- Set up contacts with investment banks with regard to a possible financing
in combination with a possible listing on a European stock
exchange.
- Identify possible new projects and generate leads.
- Do market research for CCI with regard to the marketability of its stock
in Europe.
2. The minimum number of hours that Advice will spend on performing the
above tasks per month will be 20 hours.
1
3. The term during which Advice will perform its tasks under this Agreement
will start with the date of signing this Agreement and will end on December 31,
2000.
4. As compensation for its efforts Advice will receive the option to
purchase 360,000 shares of common stock of CCI at the price of US-$ 2.50 per
share, such right being in place until December 31, 2000. The specifics of this
are outlined in detail in the Warrant Agreement that is attached to this
Agreement.
5. If CCI desires for Advice to perform Investor Relations tasks of a
specific nature, then the compensation for those will be in cash and will be
agreed upon between the parties prior to an engagement for those tasks. These
cash payments may also include compensation for third party costs like travel
expenses and room, food and beverage.
6. The parties agree to the exclusive jurisdiction of the state courts of
Colorado, USA, in the event of any dispute under this Agreement as well as venue
in the District Court of the City and County of Denver, Colorado, as exclusive
venue for any dispute.
If the above meets with your understanding of our agreement, please sign and
send or fax back a copy to us.
Sincerely,
/s/ Xxxxx Haitzmann
____________________________
For CCI
/s/ Xxxxxx Xxxxxxx
______________________________
For advice!
2
WARRANT AGREEMENT
THIS WARRANT AGREEMENT is made this 13th day of December 1999, by and
between CENTURY CASINOS, INC. ("Company"), and advice! Investment Services GmbH
(the "Warrant Holder");
WITNESSETH:
WHEREAS, the Warrant Holder has provided and continues to provide valuable
public relations services to the Company; and
WHEREAS, to induce the Warrant Holder to further its efforts on the
Company's behalf, the Company desires to grant to the Warrant Holder a warrant
to purchase shares of Common Stock of the Company; and
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, the Company and the Warrant Holder hereby agree as follows:
1. Grant of Warrant. The Company hereby grants to the Warrant Holder on
----------------
the date of this Agreement the warrant or option to purchase 360,000 shares of
Common Stock of the Company (the "Warrant Stock") subject to the terms and
conditions herein contained, subject only to adjustment in such number of shares
as provided in Paragraph 10.
2. Warrant Price. During the term of the warrant granted hereby, the
--------------
purchase price for the shares of Warrant Stock granted herein is U.S. $2.50 per
share (the "Warrant Price"), subject only to adjustment of such price as
provided Paragraph 10.
3. Exercisability and Term of Warrant. The warrant granted hereby shall
----------------------------------
vest in its entirety as of the date of this Warrant Agreement. The warrant
granted hereby shall terminate on December 31, 2000 at 5:00 p.m., U.S. mountain
standard time.
4. Exercise by Warrant Holder. The warrant granted hereby shall be
-----------------------------
exercisable only by the Warrant Holder. Furthermore, the warrant granted hereby
shall not be transferable by the Warrant Holder, in whole or in part. The
warrant granted hereby shall not, voluntarily or involuntarily, be subjected to
any lien, directly or indirectly, by operation of law, or otherwise, including
execution, levy, garnishment, attachment, pledge or bankruptcy.
5. Manner of Exercise of Warrant Holder.
------------------------ ---------------
(a) The warrant granted hereby may be exercised by the Warrant Holder
by giving written notice to the Company of an election to exercise such warrant.
Such notice shall specify the number of shares Warrant Stock to be purchased
hereunder, along with payment of the Warrant Price and shall be delivered to the
Company at 000-000 Xxxx Xxxxxxx Xxxxxx, X.X. Xxx 000, Xxxxxxx Xxxxx, Xxxxxxxx
00000. Upon receipt of such notice and subject to the other provisions of this
Warrant Agreement, the Company shall, within a reasonable time, and upon payment
of the full purchase price for the shares to be purchased, deliver to the
Warrant Holder a certificate for the Warrant Stock so purchased. An exercise
form for the warrant granted hereby is attached hereto.
(b) The Warrant Price shall be paid in cash (United States currency) or by
cashier's check payable to the order of the Company.
6. Rights as a Shareholder. The Warrant Holder or a transferee of the
--------------------------
warrant granted hereby shall have no rights as a shareholder of the Company with
respect to any Warrant Stock covered by the warrant granted hereby until the
date of the issuance of a stock certificate for such
3
shares. No adjustment shall be made for dividends (ordinary or
extraordinary, whether in cash, securities or other property), distributions or
other rights for which the record date is prior to the date such stock
certificate is issued.
7. Withholding Taxes. Upon exercise of the warrant granted hereby and
------------------
prior to the issuance of any stock as a result of such exercise, the Warrant
Holder shall make appropriate arrangements acceptable to the Company to provide
for the amount of withholding required by applicable U.S. federal, state or
foreign tax laws.
(a) As a condition to the issuance by the Company of the warrant
granted hereby and Warrant Stock exercisable pursuant to this Agreement, the
Warrant Holder (i) represents that the shares of Warrant Stock, if acquired, are
being acquired for investment and not with a present intention of selling or
otherwise distributing, and Warrant Holder agrees to make such other
representations as may be necessary in order to comply with federal and
applicable state securities laws or appropriate to qualify the issuance of the
Warrant Stock as exempt from the U.S. Securities Act of 1933 and any other
applicable securities laws, and (ii) represent that Warrant Holder shall not
dispose of the shares of Warrant Stock in violation of the U.S. Securities Act
of 1933 or any other applicable securities laws. The Company reserves the right
to place a legend on any stock certificate issued pursuant to the exercise of
the warrant granted hereby to assure compliance with the foregoing.
(b) Warrant Holder acknowledges that (i) an investment in the Warrant
Stock involves significant risks and may represent an illiquid investment, (ii)
the Warrant Holder is able to bear the economic risks of an investment in the
Warrant Stock and is able to maintain his investment in the Warrant Stock for an
indefinite period of time, and (iii) Warrant Holder could bear a total loss of
the investment.
(c) Warrant Holder has such knowledge and experience in financial and
business matters to enable Warrant Holder to evaluate the merits and risks of an
investment in the Warrant Stock. Warrant Holder has been strongly encouraged by
the Company to consult with a financial, tax or legal advisor before investing
in the Warrant Stock. Warrant Holder has received a copy of the Company's Form
10-KSB for the Year Ended December 31, 1998, the Company's Form 10-QSB for the
six months Ended June 30, 1999, and its proxy statement in respect of its 1998
Annual Meeting of Stockholders.
9. Compliance with Securities Laws. The warrant granted hereby shall be
-------------------------------
subject to the requirement that, if at any time counsel to the Company shall
determine that the listing, registration or qualification of the Warrant Stock
upon any securities exchange or under any state or U.S. federal law, or the
consent or approval of any governmental or regulatory body, is necessary as a
condition of, or in connection with, the issuance or purchase of Warrant Stock
thereunder, the warrant granted hereby may not be exercised in whole or in part
unless such listing, registration, qualification, consent or approval shall have
been effected or obtained on conditions acceptable to the Board of Directors.
Nothing herein shall be deemed to require the Company to apply for or to obtain
such listing, registration or qualification.
10. Adjustment for Stock Split, Stock Dividend. Etc.
-----------------------------------------------------
(a) If the Company shall at any time increase or decrease the number of
its outstanding shares of Common Stock by means of the payment of a stock
dividend or any other distribution upon such shares payable in stock, or through
a stock split, subdivision, consolidation, combination, reclassification or
re-capitalization involving the stock, then in relation to the unexercised
Warrant Stock that is affected by one or more of the above events, the numbers,
rights and privileges of the unexercised Warrant Stock shall be increased,
decreased or changed in like manner as if they had been issued and outstanding,
fully paid and non-assessable at the time of such occurrence.
(b) If any adjustment or substitution provided for in this Paragraph shall
result in the creation of a fractional share of Warrant Stock, the Company
shall, in lieu of issuing such fractional share of Warrant Stock, pay to Warrant
Holder a cash sum in an amount equal to the product of such fraction multiplied
by the fair market value of a share of Common Stock on the date the fractional
share of Warrant Stock would otherwise have been issued equal to the mean
between the closing bid and asked price of the stock as reported on the Nasdaq
System on the trading day prior to the day of exercise. In the case of any such
substitution or adjustment affecting the warrant granted hereby, the
4
Warrant Price for the Warrant Stock then subject to the warrant granted
hereby shall be equitably adjusted to reflect the greater or lesser number of
shares of Warrant Stock or other securities into which the Warrant Stock subject
to the warrant granted hereby may have been changed.
11. No Assurances. Neither the Company nor any of its officers, agents,
-------------
or representatives have made or can make any assurance that either the granting
or the exercise of the warrant granted hereby will not give rise to adverse tax
consequences. Certain actions taken or omitted by the Warrant Holder in respect
to the warrant granted hereby, or in respect of Warrant Stock acquired by
exercise of the warrant granted hereby, may cause the warrant to become
unexercisable or may cause adverse tax consequences to flow from the granting
and/or exercise of the warrant. Warrant Holder should consult with its own tax
advisers with respect to the tax consequences of the warrant granted hereby.
Warrant Holder shall have no rights or remedies against the
Company or against any of its officers, agents, or representatives on account of
any tax consequences flowing from the granting or exercise of the warrant
granted hereby.
12. Modifications. This Agreement may only be altered, amended or modified
-------------
in writing.
13. Scope of Agreement. This Agreement shall bind and inure to the benefit
--------------------
of the Company and its successors and assigns and the Warrant Holder and any
successor or successors of the Warrant Holder permitted herein.
14. Governing Law. This Agreement shall be construed in accordance with and
--------------
governed by the laws of the State of Colorado, which shall also serve as the
exclusive jurisdiction for disputes arising in respect of this Agreement. The
parties agree that the exclusive venue for the resolution of any disputes
regarding this Agreement shall be the District Court for the City and County of
Denver, Colorado.
IN WITNESS WHEREOF, the Company and the Warrant Holder have executed this
Agreement in the manner appropriate to each, as of the day and year first above
written.
CENTURY CASINOS, INC.
By: /s/ Xxxxx Haitzmann
---------------------
Xxxxx Haitzmann, Chairman and
Chief Executive Officer
WARRANT HOLDER
By:_/s/ Xxxxxx Xxxxxxx
Print Name and Title: Xxxxxx Xxxxxxx
5
