TERMINATION OF STOCK TRANSFER AND
REGISTRATION RIGHTS AGREEMENT
This Termination of Stock Transfer and Registration Rights Agreement (this
"Agreement") dated this 2nd day of June, 1998, is between Century Casinos, Inc.,
a Delaware corporation ("Century"), and Xxxxx X. Xxxxxxxxxxx ("Xxxxxxxxxxx").
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 Xxxxxxxxxxx on July 1, 1998 530,000 shares of common stock
of Century (the "Shares") in full payment for purchase of Xxxxxxxxxxx'x
ownership interest in Chysore, Inc.'s management agreement with Gold Creek
Associates, L.P.
Century and Xxxxxxxxxxx have agreed that, in lieu of issuance of the Shares
to Xxxxxxxxxxx, Century will pay Xxxxxxxxxxx $75,000.00 in cash and a Promissory
Note in the principal amount of $705,000.00 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
Xxxxxxxxxxx $75,000.00 by certified or bank cashier's check and (ii) issues to
Xxxxxxxxxxx the Note.
Mutual Release of Claims. In consideration of the foregoing, Century and
Xxxxxxxxxxx, 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.
179275.1
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 Tuefelberger
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Name: Xxxxxxx Tuefelberger
Title: Director and Secretary
/s/ Xxxxx Xxxxxxxxxxx
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Xxxxx X. Xxxxxxxxxxx
179275.1
