ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 24th, 2011 • VCG Holding Corp • Services-amusement & recreation services • Minnesota
This Asset Purchase Agreement (the “Agreement”) is made and entered into this day of March, 2011, by and among Classic Affairs, Inc., a Minnesota corporation (the “Company”),VCG Holding Corp., a Colorado corporation (“VCGH”) and RCI Dining Services MN (4th Street), Inc., a Minnesota corporation (the “Purchaser”).
MEMORANDUM OF UNDERSTANDINGMemorandum of Understanding • March 24th, 2011 • VCG Holding Corp • Services-amusement & recreation services
This memorandum of understanding (“MOU”) is entered into as of March 22, 2011, by and among the parties (by and through their respective undersigned counsel) regarding the putative class actions in the District Court, City and County of Jefferson, Colorado (the “State Court Action”) captioned Cohen et.al. v. Grusin, et.al., Case No. 2010CV3624, and in The United States District Court for the District of Colorado, captioned Doyle v. Lowrie, et. al., Civil Action No. 11-CV-0037-DME (the “Federal Court Action”). The Federal Court Action and the State Court Action are collectively referred to as the “Actions.” The plaintiffs in the Actions are individually and collectively referred to as “Plaintiffs.” The defendants in the Actions are individually and collectively referred to as “Defendants.” Counsel to all the Plaintiffs in the Actions are referred to as “Plaintiffs’ Counsel.” Counsel for all the Defendants are referred to as “Defendants’ Counsel.” This MOU is intended to be and is a bind
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 24th, 2011 • VCG Holding Corp • Services-amusement & recreation services
This Amendment No. 1 (this “Amendment”) to the Agreement and Plan of Merger dated as of November 9, 2010 (the “Agreement), is made on this 17th day of March, 2011, 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”). All capitalized terms used but not defined herein shall have the same meanings ascribed to them in the Agreement.
