TERMINATION OF STOCK TRANSFER AND
REGISTRATION RIGHTS AGREEMENT
This Termination of Stock Transfer and Registration Rights Agreement
(this "Agreement") dated this 1st day of May, 1998, is between Century Casinos,
Inc., a Delaware corporation ("Century"), and Xxxx X. Xxxxxxx ("Xxxxxxx").
Recitals
By a Stock Transfer and Registration Rights Agreement dated July 1, 1996
(the "Stock Transfer and Registration Rights Agreement"), Century agreed to
issue and deliver to Findlay on July 1, 1998 530,000 shares of common stock of
Century (the "Shares") in full payment for purchase of Findlay's ownership
interest in Chysore, Inc.'s management agreement with Gold Creek Associates,
L.P.
Century and Findlay have agreed that, in lieu of issuance of the Shares to
Findlay, Century will pay Findlay $390,000.00 in cash and a Promissory Note in
the principal amount of $390,000.00 in the form attached hereto (the "Note").
Agreement
NOW, THEREFORE, in consideration of the foregoing, and the mutual covenants
and conditions contained herein, the parties agree as follows:
Termination of Stock Transfer and Registration Rights Agreement. The Stock
Transfer and Registration Rights Agreement is hereby terminated and shall no
longer be of any force and effect.
Consideration for Termination. In consideration of the termination of the
Stock Transfer and Registration Rights Agreement, Century hereby (i) pays
Findlay $390,000.00 by certified or bank cashier's check and (ii) issues to
Findlay the Note.
Mutual Release of Claims. In consideration of the foregoing, Century and
Findlay, for themselves and their respective representatives, heirs, agents,
affiliates, and assigns, hereby release each other from any and all claims,
liabilities, losses or damages relating to or arising out of the Stock Transfer
and Registration Rights Agreement.
Binding Effect. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and assigns.
Governing Law. This Agreement shall be deemed to be an agreement made under
the laws of the State of Colorado and for all purposes shall be governed by and
construed in accordance with such laws.
0175972.02
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
and delivered as of the date first above written.
CENTURY CASINOS, INC.
By: /s/ Xxxxxxx Teufelberger
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Name: Xxxxxxx Teufelberger
Title: Director and Secretary
/s/ Xxxx Xxxxxxx
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Xxxx X. Xxxxxxx
0175972.02
