AGREEMENT FOR SALE OF LIMITED PARTNERSHIP INTEREST RESTAURANT CONCEPTS OF KENTUCKY LIMITEDPARTNERSHIP
Exhibit 10.32
AGREEMENT FOR SALE OF LIMITED PARTNERSHIP INTEREST
RESTAURANT CONCEPTS OF KENTUCKY LIMITED PARTNERSHIP
Whereas, the General Partner (Kentucky Restaurant Concepts, Inc.) and Limited Partners (Vali Lowrie-Reed; IS Investments, Inc.; Smeets Investments LLLP; Lila Phyllis Titello, Trustee of the Titello Family Trust B; Ltd. Investment Group, LLC; Marty Egan; Greg Lapp; Regis Dahl; Eric Peterson; Harold Gorden; and James White) of Restaurant Concepts of Kentucky Limited Partnership collectively own 100% interest in Restaurant Concepts of Kentucky Limited Partnership.
Whereas, per majority vote, the General Partner and Limited Partners wish to sell 100% of their Partnership interests in Restaurant Concepts of Kentucky Limited Partnership.
Whereas, VCG Holding Corp. wishes to purchase 100% of the Limited Partnership of Restaurant Concepts of Kentucky Limited Partnership.
The parties agree, represent, and warrant as follows:
| 1. | The following General Partner and Limited Partners represent and warrant that he or she owns the following interest in Restaurant Concepts of Kentucky Limited Partnership free and clear of any encumbrance: |
| Kentucky Restaurant | 1 | % | |
| Vali Lowrie-Reed | 51 | % | |
| IS Investments, Inc. | 9 | % | |
| Smeets Investments LLLP | 9 | % | |
| Lila Phyllis Titello, Trustee | 9 | % | |
| Ltd. Investment Group LLC | 8 | % | |
| Marty Egan | 3 | % | |
| Greg Lapp | 3 | % | |
| Regis Dahl | 2 | % | |
| Eric Peterson | 2 | % | |
| Harold Gorden | 2 | % | |
| James White | 1 | % |
| 2. | The General Partner and Limited Partners agree to sell and VCG Holding Corp. agrees to buy the 100% Partnership interests. |
| 3. | The effective date of this sale shall occur on or before January 10, 2007, at a time and place mutually agreeable to the parties. |
| 4. | VCG Holding Corp. shall issue the General Partner, Kentucky Restaurant Concepts, Inc. 8000 shares of VCG Holding Corp. common stock. |
| 5. | VCG Holding Corp. shall issue the Limited Partners a total of 792,000 shares of VCG Holding Corp. common stock in the following proportions: |
| Vali Lowrie-Reed | 408,000 shares | |
| IS Investments, Inc. | 72,000 shares | |
| Smeets Investments LLLP | 72,000 shares | |
| Lila Phyllis Titello, Trustee | 72,000 shares | |
| Ltd. Investment Group LLC | 64,000 shares | |
| Marty Egan | 24,000 shares | |
| Greg Lapp | 24,000 shares | |
| Regis Dahl | 16,000 shares | |
| Eric Peterson | 16,000 shares | |
| Harold Gorden | 16,000 shares | |
| James White | 8,000 shares |
| 6. | Upon signing this Agreement, VCG Holding Corp. shall have the stock transfer agent execute certificates in the above specified shares. |
| 7. | This Agreement and all terms and provisions hereof shall be true as of the time of closing and shall survive the closing. |
| 8. | This Agreement shall be binding upon the parties hereto and their respective successors, personal representatives, heirs and assigns; however, no party hereto shall have any right to assign any of its rights or obligations pursuant to the Agreement except with the prior written consent of all of the parties. |
| 9. | This Agreement sets forth the entire agreement of the parties with respect to the subject matter hereof and may not be amended or modified except in writing subscribed to by all such parties. |
| 10. | This Agreement is entered into in the State of Colorado and shall be governed in all respects by the laws of the State of Colorado. |
| 11. | Any controversy of claim, including any claim or misrepresentation arising out of or related to this Agreement or any contract or agreement entered into pursuant to this Agreement shall be settled by arbitration. |
| The decision awarded by the arbitrator shall be final and binding and the award so rendered shall be entered in any court having jurisdiction there under. The arbitration shall be under the rules of the American Arbitration Association. |
| 12. | Any party bringing any claim or action that is determined to be in violation of or covered by this Agreement shall pay the entire cost of the arbitration and shall pay the attorney’s fees and costs incurred by the prevailing party. |
GENERAL PARTNER:
| Kentucky Restaurant Concepts, Inc. | ||||
| /s/ Troy H. Lowrie | January 10, 2007 | |||
| Troy Lowrie, President | Date | |||
| LIMITED PARTNERS: | ||||
| /s/ Vali Lowrie-Reed | January 10, 2007 | |||
| Vali Lowrie-Reed | Date | |||
| /s/ Jay Dinkelmann | January 10, 2007 | |||
| IS Investments, Inc. | Date | |||
| /s/ Johan A. Van Baal | January 10, 2007 | |||
| Smeets Investments LLLP | Date | |||
| /s/ Lila Phyllis Titello | January 10, 2007 | |||
| Lila Phyllis Titello, Trustee of theTitello Family Trust B | Date | |||
| /s/ Micheal Ocello | January 10, 2007 | |||
| Ltd. Investment Group LLC | Date | |||
| /s/ Marty Egan | January 10, 2007 | |||
| Marty Egan | Date | |||
| /s/ Greg Lapp | January 10, 2007 | |
| Greg Lapp | Date | |
| /s/ Regis Dahl | January 10, 2007 | |
| Regis Dahl | Date | |
| /s/ Eric Peterson | January 10, 2007 | |
| Eric Peterson | Date | |
| /s/ Harold Gorden | January 10, 2007 | |
| Harold Gorden | Date | |
| /s/ James White | January 10, 2007 | |
| James White | Date | |
