Agreement of MergerConfidential Treatment Requested • February 14th, 2008 • VCG Holding Corp • Services-amusement & recreation services
provided, however, the sum of any of the Merger Shares that are sold during the Put Period shall be reduced from the Total Put Price; further provided, however, if Parent’s Average Price per share is equal to or greater than the Termination Price during the Put Period, as determined in the formula below:
COVENANT NOT TO COMPETEConfidential Treatment Requested • February 14th, 2008 • VCG Holding Corp • Services-amusement & recreation services
THIS COVENANT NOT TO COMPETE (this “Agreement”) is made and effective as of the Closing of the Agreement and Plan of Reorganization between (*NAME CONFIDENTIAL*) and VCG Holding Corp. and (*NAME CONFIDENTIAL*), between (*NAME CONFIDENTIAL*) a resident of the State of (*STATE CONFIDENTIAL*) (“Prior Employee”), and VCG Holding Corp., a Colorado corporation, and (*NAME CONFIDENTIAL*), a (*STATE CONFIDENTIAL*) limited liability company (“collectively Employer”).
Agreement and Plan of ReorganizationConfidential Treatment • February 14th, 2008 • VCG Holding Corp • Services-amusement & recreation services
AGREEMENT AND PLAN OF REORGANIZATION, dated as of February 9, 2008, by and among VCG Holding Corp., a Colorado corporation (“Parent”), (*NAME CONFIDENTIAL*), a (*STATE CONFIDENTIAL*) limited liability company and a wholly-owned entity of Parent (“Sub”), (*NAME CONFIDENTIAL*), Inc., a (*STATE CONFIDENTIAL*) corporation (the “Target”) (Sub and Target being hereinafter collectively referred to as the “Constituent Companies”) and (*NAME CONFIDENTIAL*) (“Controlling Shareholder”).
COVENANT NOT TO COMPETEConfidential Treatment • February 14th, 2008 • VCG Holding Corp • Services-amusement & recreation services
THIS COVENANT NOT TO COMPETE (this “Agreement”) is made and effective as of the Closing of the Agreement and Plan of Reorganization, between (*NAME CONFIDENTIAL*), a resident of the (*STATE CONFIDENTIAL*) (“Controlling Shareholder”), and VCG Holding Corp., a Colorado corporation, and (*NAME CONFIDENTIAL*), a (*STATE CONFIDENTIAL*) limited liability company (collectively “Employer”).
GROUND LEASE AGREEMENTConfidential Treatment • February 14th, 2008 • VCG Holding Corp • Services-amusement & recreation services
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 (*NAME CONFIDENTIAL*), a (*STATE CONFIDENTIAL*) Limited Liability Company (“VCG” or “Tenant”), and (*NAME CONFIDENTIAL*) (“Landlord”).
SALES AGREEMENTConfidential Treatment • February 14th, 2008 • VCG Holding Corp • Services-amusement & recreation services
THIS AGREEMENT is made and entered into as of February 9, 2008, by and among (*NAME CONFIDENTIAL*) (“Seller”) and (*NAME CONFIDENTIAL*), a (*STATE CONFIDENTIAL*) Limited Liability Company (“Purchaser”) as follows0.
