SHAREHOLDERS' AGREEMENT

1.

DEFINITIONS AND INTERPRETATION

1.1.1.

“the / this Agreement” means the agreement set out in this document and the appendices (if any) hereto;

1.1.2.

“the Auditors” means the auditors for the time being of the Company;

1.1.3.

“the BEE Act” means the Broad-Based Black Economic Empowerment Act, No. 53 of 2003;

1.1.4.

“the Board” means the board of directors of the Company;

1.1.5.

“Business Day” means any day other than a Saturday, Sunday or statutory public holiday in the Republic of South Africa;

1.1.6.

“Century” means Century Casinos Africa (Proprietary) Limited, Registration No. 1996/010501/07 , a private company duly registered and incorporated with limited liability in accordance with the company laws of the Republic of South Africa;

1.1.7.

“Century’s Attorneys” means Bowman Gilfillan Attorneys, of SA Reserve Bank Building, 60 St George’s Mall, Cape Town, 8001;

1.1.8.

“the Closing Date” means the date upon which the Sale of Shares Agreement becomes unconditional in accordance with the terms thereof;

1.1.9.

“the Company” means Balele Leisure (Proprietary) Limited, Registration No. 1998/002723/07, a private company duly registered and incorporated with limited liability in accordance with the company laws of the Republic of South Africa;

1.1.10.

“the Companies Act” means the Companies Act, No. 61 of 1973, as amended;

1.1.11.

“the Documents of Title” means:

1.1.11.1.

the original share certificates in respect of the Shares to be sold or otherwise transferred in terms of this Agreement;

1.1.11.2.

duly signed share transfer forms; and

1.1.11.3.

written and signed cession of that portion of the Shareholders’ Claims pro-rata to the number of Shares sold;

1.1.12.

“the Existing Shareholders’ Agreement” means the shareholders’ agreement entered into between the members of the Company prior to the Signature Date and effective as between the members of the Company as at the Signature Date;

1.1.13.

“the Parties” means Winlen and Century and any other Shareholder collectively and “Party” shall mean Winlen or Century or any other Shareholder alone, as the context may indicate or require;

1.1.14.

“Prime Overdraft Rate” means the prime overdraft lending rate of the bank with which the Company conducts the Company’s current account which, in the event of dispute, shall be as certified by the manager of that bank, whose authority it shall not be necessary to prove and which certificate shall constitute prima facie proof of the contents thereof and which interest shall be capitalized monthly in arrears;

1.1.15.

“the Sale of Shares Agreement” means an agreement for the sale by Chicory Investments (Proprietary) Limited, Registration No. 1985/000896/07, Dynamo Investments Limited, Registration No. 1995/004006/06, Harvest Moon Investment Holdings (Proprietary) Limited, Registration No.1998/010314/07, Izulu Gaming (Proprietary) Limited, Registration No. 1998/008061/07, Khulani Holdings Limited, Registration No. 1979/006828/06, Libalele Leisure (Proprietary) Limited, Registration No. 1998/011953/07, Malesela Gaming (Proprietary) Limited, Registration No. 1998/018625/07, Oakland Leisure- Investments (Newcastle) (Proprietary) Limited, Registration No. 1997/009965/07, Purple Rain Properties No. 62 (Proprietary) Limited, Registration No. 1997/020100/07, Ruvuma Investment (Proprietary) Limited, Registration No. 1997/016346/07, Saphila Health Investments (Proprietary) Limited, Registration No. 1998/011294/07, , Viva Leisure Investment Holdings (Proprietary) Limited, Registration No. 1997/015979/07, and The Viva Trust No. IT   954/1991, representing in total approximately, but not less than, 60% (sixty percent) of the issued share capital of the Company to Century for the sum of R57 500 000.00 (fifty-seven million five hundred thousand rand) or, in the event of the gross gaming revenue of the Permanent Casino exceeding R95 000 000.00 (ninety-five million rand) in the first 12 (twelve) months of operation of the Permanent Casino, the sum of R60 000 000.00 (sixty million rand);

1.1.16.

“Shareholder” means the owner of Shares in the Company;

1.1.17.

“the Shareholders’ Claims” means all claims which a Shareholder might individually have against the Company for monies lent and advanced or howsoever arising at the relevant date;

1.1.18.

“Shareholders’ Equity” means the Shares in the Company owned by a Shareholder together with that Shareholder’s Claims (if any);

1.1.19.

“Shares” means shares forming part of the issued share capital of the Company;

1.1.20.

“the Signature Date” means the date on which the Party which signs this Agreement last in time, so signs;

1.1.21.

“Winlen” means Winlen Casino Operators (Proprietary) Limited, Registration No. 2000/029023/07, a private company duly registered and incorporated with limited liability in accordance with the company laws of the Republic of South Africa.

1.2.

In this Agreement, unless clearly inconsistent with or otherwise indicated by the context:

1.2.1.

any reference to any act of Parliament or other statutory provision shall be deemed to mean a reference to such provision inclusive of any modification, extension, substitution or re-enactment thereof, in which event the relevant provisions of this Agreement affected by such modification, extension, substitution or re-enactment, shall be deemed to have been amended, mutatis mutandis ;

1.2.2.

any reference to the singular includes the plural and vice versa ;

1.2.3.

any reference to natural persons includes legal persons and vice versa ; and

1.2.4.

any reference to a gender includes the other genders.

1.3.

The use of the word “including” followed by a specific example or examples shall not be construed or interpreted as limiting the meaning of the general wording preceding it and the eiusdem generis rule shall not be applied in the interpretation of such general wording and/or such specific example or examples.

1.4.

The clause headings in this Agreement have been inserted for convenience only and shall not be taken into account in the interpretation of this Agreement.

1.5.

All appendices (if any), schedules or like documents attached to this Agreement shall form part, or be deemed to form part, of this Agreement, for all purposes mutatis mutandis as if incorporated into the body of this Agreement.

1.6.

This Agreement shall be governed by and construed and interpreted in accordance with the law of the Republic of South Africa.

2.

CONDITION PRECEDENT

2.1.

This Agreement, save for the provisions of clauses 1, this clause 2 and clauses 16, 18, 19, 20 and 21   which shall be of immediate force and effect and remain binding on the Parties, shall be subject to and conditional upon fulfillment of the condition precedent that the Sale of Shares Agreement is signed by the parties thereto and becomes unconditional in accordance with the terms thereof.

2.2.

The Parties shall use their best endeavours to bring about fulfillment of the condition precedent referred to in clause 2.1   hereof.

2.3.

If the condition precedent referred to in 2.1   hereof is not timeously fulfilled, this Agreement shall become null and void and the Parties shall forthwith be restored as near as may be to the condition in which they would have been had this Agreement not been entered into. No Party shall have any claim against any other Party pursuant to such non-fulfillment, save for a Party’s claim to be restored as contemplated above.

2.4.

In the event that the condition precedent referred to in clause 2.1   hereof is duly fulfilled and this Agreement becomes unconditional, this Agreement shall commence or be deemed to have commenced as from the Closing Date.

3.

CAPITAL REQUIREMENTS

3.1.

In the event that the Company requires further capital, any such additional capital shall be financed by way of loans to the Company from financial institutions and/or other third parties, or from any one or more, but not all, Shareholders, provided that any loans so made by a Shareholder are made on an armslength basis and on terms not more onerous to the Company than the Company would be able to arrange with a financial institution or other third party.

3.2.

Should the Shareholders unanimously agree that the further capital requirements of the Company should be funded otherwise than as provided in 3.1 and by way of Shareholders’ loans or subscription of share capital, the Shareholders shall, unless otherwise agreed in writing, each be obliged to lend to the Company such sum as bears in relation to the total further capital raised by way of loans from the Shareholders, the same ratio as the number of Shares owned by the relevant Shareholder bears to the total issued share capital of the Company at that time or, in the case of subscription of share capital, to subscribe for such proportion of the total additional shares in the share capital of the Company which are to be issued as bears the same ratio thereto as the number of Shares owned by that Shareholder bears to the total issued share capital of the Company.

3.3.

The Shareholders agree that should any financial institution and/or third party to which application is made by the Company for a loan, as a condition for the granting of the relevant loan to the Company require that the Shareholders provide any suretyship, pledge of shares, guarantee or indemnity in respect of the obligations of the Company, the Shareholders shall bind themselves jointly in the proportions of their shareholdings for this purpose on behalf of the Company unless otherwise agreed between them in writing. In such event, if any suretyship, pledge of shares, guarantee or indemnity is given on behalf of the Company by the Shareholders jointly and severally or by one of the Shareholders and not by the others, then the Shareholders shall be liable among themselves in respect of such suretyship, pledge of shares, guarantee or indemnity in proportion to their respective shareholdings in the Company at the time of payment under the suretyship, guarantee or indemnity and any Shareholder which has been required under a suretyship, pledge of shares, guarantee or indemnity to pay out more than that Shareholder’s aliquot share shall be entitled to recover from the other Shareholders the amount paid out in excess of the Shareholder’s aliquot share.

3.4.

Except in the case of any loan made by a Shareholder as contemplated in 3.1, any Shareholders’ loans shall:

3.4.1.

subject to any provisions to the contrary contained in this Agreement or agreed to in writing by the Shareholders at the time that the loan is made, be unsecured;

3.4.2.

bear interest at a rate agreed on by the Shareholders and the Company;

3.4.3.

be repayable:

3.4.3.1.

out of the profits of the Company available for distribution as a dividend and only if all Shareholders are repaid simultaneously and proportionately; or

3.4.3.2.

on the Company being wound-up or placed under judicial management; or

3.4.3.3.

should the Company sell, or otherwise alienate all or a substantial part of the assets of the Company.

3.5.

Should any one of the Shareholders (“the Defaulting Shareholder”) at any time fail to lend and advance to the Company the Defaulting Shareholder’s portion of any capital which the Defaulting Shareholder is obliged to lend to the Company pursuant to the Shareholders having agreed to provide such funding to the Company in the manner contemplated in 3.2, or at any time fail to furnish any suretyship, pledge of shares, guarantee or indemnity, as agreed in 3.3   and remain in default for more than 21 (twenty-one) days after receipt of a notice from the other Shareholders (“the Non-Defaulting Shareholders”) or the Company calling upon the Defaulting Shareholder to remedy that default, the Defaulting Shareholder shall be deemed on the day following the expiry of the said notice period to have offered the Defaulting Shareholder’s entire Shareholder’s Equity or a portion thereof, which, when realized, shall equal or exceed in value the portion of any capital which the Defaulting Shareholder is obliged to lend to the Company, for sale to the Non-Defaulting Shareholders pro-rata and in proportion to their respective shareholding in the Company on the terms that:

3.5.1.

the offer to all the Non-Defaulting Shareholders shall be open for acceptance for a period of 21 (twenty-one) days from the date upon which the offer was deemed to have been made;

3.5.2.

acceptance of the offer shall be valid only if made timeously and in writing;

3.5.3.

the purchase consideration for the Shareholder’s Equity concerned shall be the agreed fair market value thereof;

3.5.4.

if, at the relevant time, the Parties to such sale are unable to agree on a fair market value of the Shareholder’s Equity so sold, the Non-Defaulting Shareholders and the Defaulting Shareholder shall appoint the Auditors to determine the market value of the Shareholder’s Equity, in which event:

3.5.4.1.

the Auditors shall value the Shareholder’s Equity so sold:

3.5.4.1.1.

having regard to the fair value of the business of the Company and the Company’s subsidiaries as a going concern;

3.5.4.1.2.

on the basis of an armslength transaction as between a willing seller and a willing purchaser;

3.5.4.1.3.

taking into account whether or not such Shares may represent a minority shareholding in the Company;

3.5.4.1.4.

disregarding any restrictions in this Agreement or the articles of association of the Company concerning the transfer of Shares;

3.5.4.1.5.

applying such principles and methods of valuation as the Auditors in their bona fide discretion deem fit;

3.5.4.2.

the Auditors shall act as experts and not as an arbitrator;

3.5.4.3.

the Auditors shall reduce their valuation to writing and cause copies thereof to be distributed to each of the Shareholders;

3.5.4.4.

the Auditors’ decision shall be final and binding on the Shareholders;

3.5.5.

the purchase price of the Shareholder’s Equity for sale shall be payable within 14 (fourteen) days of the determination of the purchase price therefor and against delivery of the Documents of Title, duly completed;

3.5.6.

upon payment of the purchase price to the Defaulting Shareholder, the risk in and beneficial ownership of the Shareholder’s Equity of the Defaulting Shareholder so sold shall pass to the Non-Defaulting Shareholders and the Non-Defaulting Shareholders shall be entitled to have their names entered in the register of members of the Company as owners of the Shares in question;

3.5.7.

any of the Non-Defaulting Shareholders may accept the offer deemed to have been made in terms of 3.5   in respect of a greater proportion of the Shareholder’s Equity offered than a Non-Defaulting Shareholder’s pro-rata share thereof, provided that such acceptance shall only be effected in respect of such excess if and to the extent that the other Non-Defaulting Shareholders accept the offer in respect of a smaller proportion than their respective pro-rata entitlement and provided further that if acceptances in terms of this 3.5.7   together constitute acceptances for more than the shareholding offered, then the Shareholder’s Equity offered shall be apportioned among the accepting Non-Defaulting Shareholders in the proportions as near as may be to the existing shareholdings in the Company on the date of the Non-Defaulting Shareholder’s offer, but on the basis that no Non-Defaulting Shareholder shall be obliged to purchase more Shares than the number of Shares tendered for by that Non-Defaulting Shareholder;

3.5.8.

should the deemed offer of the Defaulting Shareholder, pursuant to the provisions of 3.5   not be accepted as contemplated in 3.5   (whether in full or only insofar as a portion but not all of the Shareholder’s Equity is concerned), then the Defaulting Shareholder shall be deemed to have offered the Defaulting Shareholder’s entire Shareholder’s Equity or a portion thereof, as the case may be, to the Company on the same terms and conditions, and should the Company not accept such offer then the Non-Defaulting Shareholders may, without prejudice to any rights the Non-Defaulting Shareholders might otherwise have in law or in terms of this Agreement including the right to claim damages as a result of that breach, contribute the Defaulting Shareholder’s portion of the Shareholder’s loan required to fund the Company and recover the amount thereof from the Defaulting Shareholder on demand, provided that notwithstanding anything to the contrary contained in this Agreement, no Shareholder shall be entitled to cancel this Agreement pursuant to a breach by the Non-Defaulting Shareholder of the provisions contained in 3.2 and/or 3.3;

3.5.9.

all costs incurred by the Company and the Non-Defaulting Shareholders in determining the value of the Shareholder’s Equity of the Defaulting Shareholder shall be paid by the Defaulting Shareholder and be deducted from the purchase price of the Shareholder’s Equity