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.
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”).
PARENT GUARANTEEParent Guarantee • November 22nd, 2004 • VCG Holding Corp • Services-amusement & recreation services • New York
PARENT GUARANTEE, dated as of November 9, 2004, made by VCG Holding Corp. (the “Guarantor”), in favor of the lenders holding (the “Lenders”) those certain 12% Senior Subordinated Notes of Glenarm Restaurant LLC (“Subsidiary”) due in November, 2006. As there is only one Guarantee, references in this Guarantee that reference multiple Guarantees shall be disregarded.
TO: The Purchasers of Glenarm Restaurant LLC 12% Convertible Senior Subordinated Notes, Additional Investment Rights and Warrants Gentlemen:VCG Holding Corp • November 22nd, 2004 • Services-amusement & recreation services
This letter will confirm my agreement to vote all shares of VCG Holding Corp, a Colorado corporation (the “Company”) voting stock over which I have voting control in favor of any resolution presented to the shareholders of the Company to approve the issuance, in the aggregate, more than 19.999% of the number of shares of common stock of the Company outstanding on the date of closing of the pursuant to that certain Subscription Agreement, dated November 9, 2004, among the Company, Glenarm Restaurant LLC and the purchasers signatory thereto (the “Purchase Agreement”) and the other agreements entered into in connection therewith or as otherwise may be required by the applicable rules and regulations of American Stock Exchange (or any successor entity). This agreement is given in consideration of, and as a condition to enter into such Securities Purchase Agreement and is not revocable by me.
SUBSCRIPTION AGREEMENTSubscription Agreement • November 22nd, 2004 • VCG Holding Corp • Services-amusement & recreation services • Colorado
ContractVCG Holding Corp • November 22nd, 2004 • Services-amusement & recreation services • New York
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO GLENARM AND VCG. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
