JOINT FILING AGREEMENTJoint Filing Agreement • July 22nd, 2010 • Lowrie Management LLLP • Services-amusement & recreation services
The undersigned acknowledge and agree that the foregoing Amendment No. 9 to Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to the Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning any other, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.
JOINT FILING AGREEMENTJoint Filing Agreement • November 4th, 2009 • Lowrie Management LLLP • Services-amusement & recreation services
The undersigned acknowledge and agree that the foregoing Amendment No. 4 to Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to the Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning any other, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.
FIRST AMENDMENT TO JOINT FILING AGREEMENTJoint Filing Agreement • November 12th, 2010 • Lowrie Management LLLP • Services-amusement & recreation services
THIS FIRST AMENDMENT TO JOINT FILING AGREEMENT (this “Amendment”) amends the terms of that certain Joint Filing Agreement dated July 20, 2010 (the “Joint Filing Agreement”) and is made on this 9th day of November, 2010 by and among Lowrie Management, LLLP (“Lowrie Management”), Lowrie Investment Management, Inc. (“Lowrie Investment”), Troy Lowrie (“Lowrie”), The Vali Lou Lowrie-Reed Trust (“Lowrie-Reed Trust”), LTD Investment Group, LLC (“LTD”) Vali Lou Lowrie-Reed (“Lowrie-Reed”), Tom O’Hara (“O’Hara”), Micheal Ocello (“Ocello”), Family Dog, LLC (“Parent”) and FD Acquisition Co. (“MergerSub”, together with Lowrie Management, Lowrie Investment, Lowrie, Lowrie-Reed Trust, LTD, Lowrie-Reed, O’Hara, Ocello, Parent, the “Parties”).
JOINDER TO JOINT FILING AGREEMENTJoint Filing Agreement • November 19th, 2009 • Lowrie Management LLLP • Services-amusement & recreation services
The undersigned acknowledges and agrees (i) to be bound by that certain Joint Filing Agreement, dated as of November 3, 2009, executed in connection with the filing of Amendment No. 4 to Statement of Schedule 13D filed with the Securities and Exchange Commission on November 3, 2009 and (ii) that the foregoing Amendment No. 5 to Statement on Schedule 13D is filed on behalf of the undersigned and that all subsequent amendments to this Amendment No. 5 to Statement on Schedule 13D shall be filed on behalf of the undersigned without the necessity of filing additional joint filing agreements. Each of the undersigned acknowledges that it shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning any other, except to the extent that it knows or has reason to believe that such information is inaccurate.
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.Merger Agreement • November 12th, 2010 • Lowrie Management LLLP • 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”).
TERMINATION OF JOINT FILING AGREEMENTTermination of Joint Filing Agreement • February 18th, 2010 • Lowrie Management LLLP • Services-amusement & recreation services
THIS TERMINATION OF JOINT FILING AGREEMENT (this “Termination Agreement”) is made and entered into as of February 18, 2010, by and among (i) Lowrie Management, LLLP (“Lowrie Management”), Lowrie Investment Management, Inc. (“Lowrie Investment”), and Troy Lowrie (collectively, the “Original Reporting Persons”); (ii) The Vali Lou Lowrie-Reed Trust, LTD Investment Group, LLC, Vali Lou Lowrie-Reed, Tom O’Hara, and Michael Ocello (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”).
