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”).
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”).
