AMENDED AND RESTATED BROKERAGE AGREEMENT
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Between Novomatic AG, Gumpoldskirchen, Austria/Europe ("Buyer" hereinafter) and
Century Resorts Limited ("Century" hereinafter), dated October 1, 2004.
WHEREAS:
A company from the Century group of companies has brokered an agreement for
Buyer, whereby Buyer got the opportunity to purchase 8% (eight percent) of a
company called Silverstar Development Ltd. ("Silverstar" hereinafter) from one
of the main proponents and investors in that company, Xx. Xxxx xx Xxxxx.
Silverstar is domiciled in Gauteng, South Africa.
Both Buyer and Century recognize and acknowledge that those 8% would not have
been available from Xx. Xxxx xx Xxxxx for purchase for a company from the
Century group of companies as of the original date of this Agreement.
NOW THEREFORE, BE IT RESOLVED THAT:
1. Buyer has bought those 8% of Silverstar and Buyer agrees to pay a
commission to Century for brokering this purchase opportunity.
2. The commission payable from Buyer to Century shall be in the form of
an option for Century to purchase from Buyer, 7/8 (seven eighths) of
the brokered Silverstar shares at 66% (sixty-six percent) of their
fair market value at the time of sale from Buyer to Century.
3. In case Silverstar is a publicly traded company at the time of the
option exercise, then the fair market value of the Silverstar shares
will be defined as the average share price of the 30 trading days
preceding the exercise of the option by Century: in case Silverstar is
a private company at the time of the option exercise, then the fiar
market value of 8/8 of the Silverstar shares will be (i) determined
through the average of two discounted cash flow analyses provided by
reputable audit companies, one suggested by each party, if the casino
owned by Silverstar is already in operation at the time of sale from
Buyer to Century, or (ii) US $1,000,000 (one million US Dollars) if
the Silverstar casino is not yet operational at the time of sale from
Buyer to Century.
4. Century can exercise its call option at any time between the signature
date of this Agreement and the third anniversary of the opening of the
Silverstar casino.
5. Buyer obliges himself not to sell, pledge or otherwise encumber the
Silverstar shares during the term of Century's option.
IN WITNESS WHEREOF
The parties acknowledge and agree to the terms and conditions above stated by
signing below. This Agreement shall become effective as of the date first above
written.
/s/ Dr. Xxxxx Xxxxxxxxx /s/ Xxxxx Haitzmann
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Dr. Xxxxx Xxxxxxxxx Xxxxx Haitzmann
/s/ DI Xxxxxxx Xxxxxx /s/ Xxxxx Xxxxxxxxxx
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DI Xxxxxxx Xxxxxx Xxxxx Xxxxxxxxxx
Buyer Century
Date:_____________ Date:______________
