RECITALSCredit and Security Agreement • April 21st, 2003 • VCG Holding Corp • Services-amusement & recreation services • Colorado
RECITALSVCG Holding Corp • April 21st, 2003 • Services-amusement & recreation services • Arizona
BUSINESS LOAN AGREEMENTBusiness Loan Agreement • March 8th, 2011 • VCG Holding Corp • Services-amusement & recreation services
THIS BUSINESS LOAN AGREEMENT dated August 28, 2009, is made and executed between Lowrie Management, LLLP (“Borrower”) and Citywide Banks (“Lender”) on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement. Borrower understands and agrees that: (A) in granting, renewing, or extending any Loan, Lender is relying upon Borrower’s representations, warranties, and agreements as set forth in this Agreement; (B) the granting, renewing, or extending of any Loan by Lender at all times shall be subject to Lender’s sole Judgment and discretion; and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement.
LEASELease • July 12th, 2007 • VCG Holding Corp • Services-amusement & recreation services • Minnesota
THIS LEASE (“Lease”), dated the 29th day of June, 2007, is by and between 4th STREET PARTNERSHIP, LLLP, a Minnesota limited liability limited partnership (“Landlord”) and CLASSIC AFFAIRS, INC., a Minnesota corporation (“Tenant”).
BUSINESS LEASEBusiness Lease • September 20th, 2007 • VCG Holding Corp • Services-amusement & recreation services • Maine
THIS LEASE (“Lease”), dated the 14 day of Sept., 2007, is by and between K & R Properties, Inc., a South Carolina Corporation (“Landlord”) and KenKevII Inc., a Maine corporation (“Tenant”).
LIMITED PARTNERSHIP PURCHASE AGREEMENTLimited Partnership Purchase Agreement • March 23rd, 2007 • VCG Holding Corp • Services-amusement & recreation services • Colorado
THIS LIMITED PARTNERSHIP PURCHASE AGREEMENT is executed as of February 7, 2007, by and among Lowrie Management LLLP, a Colorado limited liability limited partnership(hereinafter referred to as “Lowrie”) and Illinois Acquisitions Inc., a Colorado corporation (hereinafter referred to as “Illinois”), VCG Holding Corp., a Colorado corporation (hereinafter referred to as “VCG”), and IRC, LP., an Illinois limited partnership doing business as “Penthouse St. Louis” (hereinafter referred to as the “Company”).
BUSINESS LOAN AGREEMENTBusiness Loan Agreement • November 12th, 2009 • VCG Holding Corp • Services-amusement & recreation services • Colorado
THIS BUSINESS LOAN AGREEMENT dated August 15, 2009, is made and executed between VCG Holding Corp.; and Lowrie Management, LLLP (“Borrower”) and Citywide Banks (“Lender”) on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for commercial loan or loans or other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement. Borrower understands and agrees that: (A) in granting, renewing, or extending and Loan, Lender is relying upon Borrower’s representations, warranties, and agreements as set forth in this Agreement; (B) the granting, renewing, or extending of any Loan by Lender at all times shall be subject to Lender’s sold judgment and discretion; and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement.
AGREEMENT AND PLAN OF MERGER DATED AS OF NOVEMBER 9, 2010 BY AND AMONG FAMILY DOG, LLC FD ACQUISITION CO., TROY LOWRIE, MICHEAL OCELLO AND VCG HOLDING CORP.Agreement and Plan of Merger • November 24th, 2010 • VCG Holding Corp • Services-amusement & recreation services • Colorado
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of November 9, 2010, by and among Family Dog, LLC, a Colorado limited liability company (“Parent”), FD Acquisition Co., a Colorado corporation, a wholly owned subsidiary of Parent (“Purchaser”), Troy Lowrie, an individual (“Lowrie”), Micheal Ocello, an individual (“Ocello,” and, together with Lowrie, the “Executives”), and VCG Holding Corp., a Colorado corporation (the “Company”).
ContractExercise Agreement • November 22nd, 2004 • VCG Holding Corp • Services-amusement & recreation services • Colorado
THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), NOR UNDER ANY STATE SECURITIES LAW AND MAY NOT BE SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNTIL (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAW OR (2) THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH NOTE MAY BE SOLD, ASSIGNED, HYPOTHECATED OR TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS.
FIRST AMENDMENT TO COMMERCIAL LEASECommercial Lease • February 9th, 2005 • VCG Holding Corp • Services-amusement & recreation services
THIS FIRST AMENDMENT TO COMMERCIAL LEASE (this “Amendment”) is made effective as of the 1st day of February, 2005 by HAMPDEN AND GALENA LIMITED, a Colorado limited partnership (“Landlord”), and VCG RESTAURANTS DENVER, INC., a Colorado corporation (“Tenant”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • July 19th, 2010 • VCG Holding Corp • Services-amusement & recreation services • Texas
This Asset Purchase Agreement (the “Agreement”) is made and entered into this 16 day of July, 2010, by and among Golden Productions JGC Fort Worth, LLC, a Texas limited liability company (the “Company”),VCG Holding Corp., a Colorado corporation (“VCGH”) and RCI Entertainment (Fort Worth), Inc., a Texas corporation (the “Purchaser”).
PROMISSORY NOTE AND SECURITY AGREEMENTNote and Security Agreement • April 3rd, 2007 • VCG Holding Corp • Services-amusement & recreation services • Colorado
FOR VALUE RECEIVED, the undersigned, VCG HOLDING CORP., a Colorado corporation (“VCG”) a Colorado corporation, hereby promises to pay to the order of LOWRIE MANAGEMENT LLLP, a Colorado Limited Liability Limited Partnership (“Lowrie”), at 390 Union Blvd, Suite 540, Lakewood, Colorado 80228, or at such other place as Lowrie or any subsequent holder hereof (the “Holder”) may, from time to time, designate in writing, the principal sum of FOUR MILLION AND 00/100 DOLLARS ($4,000,000.00)
LEASELease • October 18th, 2004 • VCG Holding Corp • Services-amusement & recreation services • Colorado
THIS LEASE (“Lease”), dated the 31 day of August, 2004, is by and between GLENARM ASSOCIATES, INC., a Colorado corporation (“Landlord”) and GLENARM RESTAURANT LLC, a Colorado limited liability company (“Tenant”).
SECURITY AGREEMENTSecurity Agreement • November 22nd, 2004 • VCG Holding Corp • Services-amusement & recreation services • New York
SECURITY AGREEMENT, dated as of November , 2004 (this “Agreement”), among Glenarm Restaurant LLC a Colorado corporation (the “Debtor”) and the holder or holders of the Debtor’s 12% Senior Subordinated Notes due November , 2006 in the original principal amount of up to $1,250,000 (the “Notes”), in the aggregate, signatory hereto, their endorsees, transferees and assigns (collectively referred to as, the “Secured Parties”).
LIMITED PARTNERSHIP PURCHASE AGREEMENTLimited Partnership Purchase Agreement • January 5th, 2007 • VCG Holding Corp • Services-amusement & recreation services • Colorado
THIS LIMITED PARTNERSHIP PURCHASE AGREEMENT is executed effective as of December 18, 2006 , by and among Lowrie Management LLLP, a Colorado limited liability limited partnership(hereinafter referred to as “Lowrie”) and W.C.C. Acquisitions Inc, a Colorado corporation (hereinafter referred to as “WCC”), VCG Holding Corp., a Colorado corporation (hereinafter referred to as “VCG”), and Denver Restaurants Concepts, LP., a Colorado limited partnership doing business as “PT’s Showclub” (hereinafter referred to as the “Company”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 24th, 2011 • VCG Holding Corp • Services-amusement & recreation services • Minnesota
This Asset Purchase Agreement (the “Agreement”) is made and entered into this day of March, 2011, by and among Classic Affairs, Inc., a Minnesota corporation (the “Company”),VCG Holding Corp., a Colorado corporation (“VCGH”) and RCI Dining Services MN (4th Street), Inc., a Minnesota corporation (the “Purchaser”).
COVENANT NOT TO COMPETEVCG Holding Corp • February 3rd, 2009 • Services-amusement & recreation services • Texas
THIS COVENANT NOT TO COMPETE (this “Agreement”) is made and effective as of the Closing of the Agreement and Plan of Reorganization, between Duncan Burch, a resident of the State of Texas (“Controlling Shareholder”), and VCG Holding Corp., a Colorado corporation, and VCG-BD, LLC, a Texas limited liability company (collectively “Employer”).
Agreement and Plan of ReorganizationAgreement and Plan of Reorganization • February 3rd, 2009 • VCG Holding Corp • Services-amusement & recreation services • Texas
AGREEMENT AND PLAN OF REORGANIZATION, dated as of February 9, 2008, by and among VCG Holding Corp., a Colorado corporation (“Parent”), VCG-BD LLC, a Texas limited liability company and a wholly-owned entity of Parent (“Sub”), TTNA, Inc., a Texas corporation (the “Target”) (Sub and Target being hereinafter collectively referred to as the “Constituent Companies”) and Duncan Burch (“Controlling Shareholder”).
RESTRICTIVE COVENANT—COVENANT NOT TO COMPETEVCG Holding Corp • September 20th, 2007 • Services-amusement & recreation services
This Agreement is made on 9-14, 2007, between Gregory Kenwood Gaines, (“Selling Equityholder”), and VCG Holding Corp. (“Purchaser”), collectively referred to as the “Parties”.
BUILDING LEASELease • December 28th, 2007 • VCG Holding Corp • Services-amusement & recreation services
CHANGE IN TERMS AGREEMENTChange in Terms Agreement • March 8th, 2011 • VCG Holding Corp • Services-amusement & recreation services
PROMISE TO PAY. Lowrie Management, LLLP (“Borrower”) promise to pay to Citywide Banks (“Lender”), or order, in lawful money of the United States of America, the principal amount of Two Million Six Hundred Six Thousand Five Hundred & 00/100 Dollars ($2,606,500.00) or so much as may be outstanding, together with interest on the unpaid principal balance of each advance. Interest shall be calculated from the date of each advance until repayment of each advance.
MEMORANDUM OF UNDERSTANDINGMemorandum of Understanding • March 24th, 2011 • VCG Holding Corp • Services-amusement & recreation services
This memorandum of understanding (“MOU”) is entered into as of March 22, 2011, by and among the parties (by and through their respective undersigned counsel) regarding the putative class actions in the District Court, City and County of Jefferson, Colorado (the “State Court Action”) captioned Cohen et.al. v. Grusin, et.al., Case No. 2010CV3624, and in The United States District Court for the District of Colorado, captioned Doyle v. Lowrie, et. al., Civil Action No. 11-CV-0037-DME (the “Federal Court Action”). The Federal Court Action and the State Court Action are collectively referred to as the “Actions.” The plaintiffs in the Actions are individually and collectively referred to as “Plaintiffs.” The defendants in the Actions are individually and collectively referred to as “Defendants.” Counsel to all the Plaintiffs in the Actions are referred to as “Plaintiffs’ Counsel.” Counsel for all the Defendants are referred to as “Defendants’ Counsel.” This MOU is intended to be and is a bind
AGREEMENT FOR THE PURCHASE AND SALE OF ASSETS By And Between CCCG, INC., a Colorado Corporation, Seller and GLENARM RESTAURANT CONCEPTS, LLC a Colorado Limited Liability Company, Buyer Dated August 18, 2004Agreement for the Purchase and Sale of Assets • October 18th, 2004 • VCG Holding Corp • Services-amusement & recreation services • Colorado
THIS AGREEMENT, made and entered into this 18th day of August, 2004, (“Effective Date”) by and between the Seller, CCCG, Inc., a Colorado Corporation, and Glenarm Restaurant Concepts, LLC, a Colorado Limited Liability Company, Buyer.
COVENANT NOT TO COMPETEVCG Holding Corp • August 1st, 2008 • Services-amusement & recreation services • California
THIS COVENANT NOT TO COMPETE (this “Agreement”) is made and effective as of the 28 day of July, 2008 (the “Closing Date”), between Glenn Smith, a resident of the State of California (“Smith”), and VCG-IS, LLC, a Colorado limited liability company (“VCG-IS”).
PURCHASE AGREEMENTPurchase Agreement • January 23rd, 2007 • VCG Holding Corp • Services-amusement & recreation services • Colorado
THIS PURCHASE AGREEMENT is executed effective as of January 2, 2007 , by and among Troy Lowrie, a person residing in Colorado (hereinafter referred to as “Lowrie”) and, VCG Holding Corp., a Colorado corporation (hereinafter referred to as “VCG”), and Kentucky Restaurants Concepts, Inc., a Kentucky Corporation doing business as “PT’s Showclub” (hereinafter referred to as the “Company”).
CHANGE IN TERMS AGREEMENTChange in Terms Agreement • March 8th, 2011 • VCG Holding Corp • Services-amusement & recreation services
DESCRIPTION OF CHANGE IN TERMS. Effective September 16, 2010, the term of the Note is extended to September 16, 2011. Effective September 16, 2010, the interest rate is modified as described in the VARIABLE INTEREST RATE section below.
STOCK PURCHASE AGREEMENT RE:Stock Purchase Agreement • September 20th, 2007 • VCG Holding Corp • Services-amusement & recreation services • Florida
THIS AGREEMENT is made on , between the persons identified on the signature pages as “Seller Equityholders” (the “Seller Equityholders”) and VCG HOLDING CORPORATION, a Colorado Corporation on behalf of Florida corporation to be formed (“Buyer”).
PROMISSORY NOTE AND SECURITY AGREEMENTPromissory Note and Security Agreement • January 5th, 2007 • VCG Holding Corp • Services-amusement & recreation services • Colorado
FOR VALUE RECEIVED, the undersigned, VCG HOLDING CORP., a Colorado corporation (“VCG”) a Colorado corporation, hereby promises to pay to the order of LOWRIE MANAGEMENT LLLP, a Colorado Limited Liability Limited Partnership (“Lowrie”), at 390 Union Blvd, Suite 540, Lakewood, Colorado 80228, or at such other place as Lowrie or any subsequent holder hereof (the “Holder”) may, from time to time, designate in writing, the principal sum of FIVE AND A HALF MILLION AND 00/100 DOLLARS ($5,500,000.00).
SALE OF VCG’S 100% MEMBERSHIP INTEREST IN EPICUREAN ENTERPRISES, L.L.C., [An Arizona Limited Liability Company]VCG Holding Corp • January 19th, 2007 • Services-amusement & recreation services • Arizona
THIS SALE AGREEMENT FOR VCG’S 100% MEMBERSHIP INTEREST IN EPICUREAN ENTERPRISES, L.L.C., hereinafter referred to as the “Agreement,” is made and entered into as of the 15th day of January 2007, by and between VCG Holding Corp., a Colorado corporation, hereinafter referred to as the “Seller,” and Cory James Anderson, an individual resident of Arizona, hereinafter referred to as the “Buyer.”
PROMISSORY NOTE AND SECURITY AGREEMENTNote and Security Agreement • August 11th, 2008 • VCG Holding Corp • Services-amusement & recreation services • Colorado
LINE OF CREDIT AND SECURITY AGREEMENTLine of Credit and Security Agreement • September 10th, 2002 • VCG Holding Corp • Colorado
THIS AGREEMENT is entered into effective as of June 30, 2002, by and between LOWRIE MANAGEMENT, LLLP, a Colorado limited liability limited partnership (“Lowrie”), and VCG HOLDING CORP., a Colorado corporation (“Borrower”).
COVENANT NOT TO COMPETE (PRIOR OWNER)VCG Holding Corp • September 21st, 2007 • Services-amusement & recreation services • Texas
THIS COVENANT NO TO COMPETE (this “Agreement’) is made and effective as of the 17th day of September 2007 (the “Closing Date”), between Bryan S. Foster, a resident of the State of Texas (“Prior Owner”), and VCG Holding Company, a Colorado corporation (“Employer”).
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • September 10th, 2002 • VCG Holding Corp • Colorado
This Trademark License Agreement (the “Agreement”) is made effective as of June 30, 2002, by and between Lowrie Management, LLLP, a Colorado limited liability limited partnership (“Licensor”), and VCG Holding Corp., a Colorado corporation including all of its existing and future subsidiaries (“Licensee”).
COVENANT NOT TO COMPETEVCG Holding Corp • November 16th, 2007 • Services-amusement & recreation services • Texas
THIS COVENANT NOT TO COMPETE (this “Agreement”) is made and effective as of the Effective Date, as defined in the Stock Purchase Agreement entered into by and between VCG Holding Company, a Colorado corporation, and Manana Entertainment, Inc. d/b/a Jaguar’s Gold Club Dallas and Bryan S. Foster on October 29, 2006 (the “Effective Date”), between Richard Richardson, a resident of the State of Texas (“Prior Employee”), and VCG Holding Company, a Colorado corporation (“Employer”).
Agreement of MergerConfidential Treatment Requested • February 14th, 2008 • VCG Holding Corp • Services-amusement & recreation services
provided, however, the sum of any of the Merger Shares that are sold during the Put Period shall be reduced from the Total Put Price; further provided, however, if Parent’s Average Price per share is equal to or greater than the Termination Price during the Put Period, as determined in the formula below:
