TERMINATION OF JOINT FILING AGREEMENT
THIS
TERMINATION OF JOINT FILING AGREEMENT (this “Termination
Agreement”) is made and entered into as of February 18, 2010, by and
among (i) ▇▇▇▇▇▇ Management, LLLP (“▇▇▇▇▇▇ Management”),
▇▇▇▇▇▇ Investment Management, Inc. (“▇▇▇▇▇▇ Investment”),
and ▇▇▇▇ ▇▇▇▇▇▇ (collectively, the “Original Reporting
Persons”); (ii) The Vali ▇▇▇ ▇▇▇▇▇▇-▇▇▇▇ Trust, LTD Investment Group,
LLC, Vali ▇▇▇ ▇▇▇▇▇▇-▇▇▇▇, ▇▇▇ ▇’▇▇▇▇, and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (collectively, the
“Rollover Reporting
Persons”); (iii) Family Dog, LLC (“Parent”); and (iv) FD
Acquisition Co. (“MergerSub” and,
together with the Original Reporting Persons, the Rollover Reporting Persons and
Parent, the “Reporting
Persons”).
WHEREAS,
▇▇▇▇▇▇ Management filed with the Securities and Exchange Commission (the “SEC”)
a Statement of Beneficial Ownership on Schedule 13D on March 31, 2005 (the
“First Schedule
13D”) with respect to the shares of common stock of VCG Holding Corp., a
Colorado corporation (the “Company”);
WHEREAS,
▇▇▇▇▇▇ Management subsequently amended the First Schedule 13D by that certain
Amendment No. 1 on April 10, 2006 (“Amendment No.
1”);
WHEREAS,
▇▇▇▇ ▇▇▇▇▇▇ filed with the SEC a separate statement on Schedule 13D and
Amendment No. 1 thereto on the same dates as ▇▇▇▇▇▇ Management filed the First
Schedule 13D and Amendment No. 1 thereto;
WHEREAS,
the Original Reporting Persons consolidated their Schedule 13D filings in
Amendment No. 2 filed on November 14, 2007 (“Amendment No. 2”), as
amended by Amendment No. 3 filed on September 29, 2009 (“Amendment No. 3”), by
the Original Reporting Persons, and as further amended by Amendment No. 4 filed
on November 3, 2009 (“Amendment No. 4”), by
the Original Reporting Persons and the Rollover Reporting Persons;
WHEREAS,
the Reporting Persons further amended First Schedule 13D by that certain
Amendment No. 5 filed on November 18, 2009 (“Amendment No. 5”),
Amendment No. 6 filed on December 7, 2009 (“Amendment No. 6”),
and Amendment No. 7 filed on December 15, 2009 (“Amendment No.
7”);
WHEREAS
the First Schedule 13D as amended by Amendment ▇▇. ▇, ▇▇▇▇▇▇▇▇▇ ▇▇. ▇, ▇▇▇▇▇▇▇▇▇
▇▇. ▇, Amendment No. 4, Amendment ▇▇. ▇, ▇▇▇▇▇▇▇▇▇ ▇▇. ▇, and Amendment No. 7,
is hereinafter collectively referred to as “Schedule
13D”);
WHEREAS,
the Original Reporting Persons and the Rollover Reporting Persons entered into a
Joint Filing Agreement, dated as of November 3, 2009, a copy of which was filed
as Exhibit 7.01 to Amendment No. 4 (the “Joint
Filing Agreement”), pursuant to which the Original Reporting Persons and
Rollover Reporting Persons agreed to the joint filing of the Schedule 13D and
all amendments thereto with respect to their respective ownership of the Common
Stock;
WHEREAS,
the Parent and MergerSub entered into a Joinder to Joint Filing Agreement, a
copy of which was filed as Exhibit 7.04 to Amendment No. 5 (the “Joinder Agreement”);
and
WHEREAS,
on November 17, 2009, the Rollover Reporting Persons appointed ▇▇▇▇ ▇▇▇▇▇▇ as
their Power of Attorney with respect to, among other things, statements filed on
the Schedule 13D, including any amendments thereto, pursuant to the Power of
Attorney, a copy of which was filed as Exhibit 7.06 to Amendment No. 5 (the
“Power of
Attorney”).
NOW,
THEREFORE, each of the Rollover Reporting Persons, separately and together
desire to mutually terminate the Joint Filing Agreement and Power of Attorney,
and each of the Parent and MergerSub, separately and together desire to mutually
terminate the Joinder Agreement effective immediately following the filing of
Amendment No. 8 to the Schedule 13D, and hereby agree as follows:
1. Capitalized
Terms. Capitalized terms used, but not defined herein, shall
have the meanings ascribed to them in the Schedule 13D.
2. Termination
of Joint Filing Agreement and Power of Attorney. Each Rollover
Reporting Person, Parent and MergerSub hereby agrees to terminate the Joint
Filing Agreement and Power of Attorney, effective immediately following the
filing of Amendment No. 8 to the Schedule 13D reporting such termination, and
confirms that, immediately following the filing of Amendment No. 8 to the
Schedule 13D, each of the Joint Filing Agreement and Power of Attorney shall
terminate and cease to be of further effect with respect to each Rollover
Reporting Person, Parent and MergerSub. Notwithstanding anything
contained herein to the contrary, the Joint Filing Agreement shall remain in
full force and effect with respect to the Original Reporting Persons.
3. Counterparts. This
Termination Agreement may be executed in counterparts, each of which when so
executed shall be deemed to be an original, but all such counterparts shall
together constitute one and the same instrument.
[Signature
page follows]
2
IN
WITNESS WHEREOF, the undersigned hereby execute this Termination Agreement as of
the date set forth above.
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▇▇▇▇▇▇
Management, LLLP
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/s/ ▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇
▇▇▇▇▇▇,
President
of ▇▇▇▇▇▇ Investment Management, Inc.,
the
general partner of ▇▇▇▇▇▇ Management, LLLP
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▇▇▇▇▇▇
Investment Management, Inc.
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/s/ ▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇
▇. ▇▇▇▇▇▇, President
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/s/ ▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇
▇. ▇▇▇▇▇▇, individually
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/s/ Vali ▇▇▇ ▇▇▇▇▇▇-▇▇▇▇
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Vali
▇▇▇ ▇▇▇▇▇▇-▇▇▇▇, individually
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The
Vali ▇▇▇ ▇▇▇▇▇▇-▇▇▇▇ Trust
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/s/ Vali ▇▇▇ ▇▇▇▇▇▇-▇▇▇▇
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Vali
▇▇▇ ▇▇▇▇▇▇-▇▇▇▇, Trustee
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/s/ ▇▇▇ ▇’▇▇▇▇
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▇▇▇
▇’▇▇▇▇, individually
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/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇▇
▇▇▇▇▇▇
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LTD
Investment Group, LLC
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/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇▇
▇▇▇▇▇▇, Managing Member
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Family
Dog, LLC
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/s/ ▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇
▇▇▇▇▇▇, President
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FD
Acquisition Co.
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/s/ ▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇
▇▇▇▇▇▇, President
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[Signature
Page to Termination of Joint Filing Agreement]