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”).
Agreement of MergerAgreement of Merger • February 3rd, 2009 • VCG Holding Corp • Services-amusement & recreation services • Texas
AGREEMENT OF MERGER, dated as of ________________, 2008, by and among VCG Holding Corp., a Colorado corporation (“Parent”), “VCG-BD LLC”, a Texas limited liability company and a wholly-owned subsidiary of Parent (“Sub”), and “TTNA, Inc.”, a Texas corporation (“Target”) (Sub and Target being hereinafter collectively referred to as the “Constituent Companies”), and Duncan Burch (“Controlling Shareholder”).
SALES AGREEMENTSales Agreement • February 3rd, 2009 • VCG Holding Corp • Services-amusement & recreation services • Texas
THIS AGREEMENT is made and entered into as of February 9, 2008, by and among Duncan Burch (“Seller”) and VCG-BD, LLC, a Texas Limited Liability Company (“Purchaser”) as follows.
GROUND LEASE AGREEMENTGround Lease Agreement • February 3rd, 2009 • VCG Holding Corp • Services-amusement & recreation services • Texas
THIS LEASE is made the 9th day of February, 2008, to be effective upon the Effective Time and Closing as defined in the Agreement and Plan of Reorganization executed by the parties hereto simultaneously with the execution of this Ground Lease Agreement, by and between VCG Holding Corp., a Colorado corporation and VCG-DB LLC, a Texas Limited Liability Company (“VCG” or “Tenant”), and Duncan Burch (“Landlord”).
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”).
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 and VCG Holding Corp. and VCG-BD, LLC, between Scott Burch, a resident of the State of Texas (“Prior Employee”), and VCG Holding Corp., a Colorado corporation, and VCG-BD, LLC, a Texas limited liability company (“collectively Employer”).
