ASSIGNMENTAGREEMENT
Exhibit 10.2
ASSIGNMENT AGREEMENT
This Assignment Agreement, (“the Assignment”) dated as of December 21, 2007, between VVSM, Inc., (“Assignor”), and VCG Holding Corporation, Inc., a Colorado Corporation (“Assignee”). Whereas, Assignor has agreed to sell and/or transfer all of its right, title and interest in the intellectual property listed on Exhibit A attached hereto, (hereinafter the “IP”) to the Assignee, and whereas, the Assignee has agreed to purchase and accept the same for the consideration defined below:
NOW, THEREFORE, in consideration of, among other things, payment by Assignee of the purchase price of One Million Five Hundred Thousand Dollars ($1,500,000), the receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee agree as follows:
1. Assignment of Intellectual Property.
a. Effective as of December 21, 2007, Assignor sells, transfers, conveys, assigns and delivers to Assignee all right title and interest of Assignor in and to the IP and the goodwill associated with it.
b. Assignor shall cause to be delivered or made available to the Assignee such additional documents as the Assignee may reasonably require to complete the sale and purchase of the intellectual property and to do such other things reasonably necessary to give full affect to this agreement.
c. Assignee shall cause to be delivered or made available to Assignor such additional documents as Assignor may reasonable require to complete the sale and purchase of the intellectual property and do such other things reasonably necessary to give full affect to this agreement.
d. Assignor warrants that it has the power to assign and transfer to Assignee the IP which is subject to this agreement and which is being transferred to Assignee. Assignor further warrants there are no actions, suits, claims, or proceedings pending, or threatened, which might have a material or adverse effect upon the IP or the use thereof.
e. All of the representations, warranties, covenants and agreements made in this Agreement or contained in the documents furnished herewith shall survive the closing date and shall be applicable and effective notwithstanding the closing.
f. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
g. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof.
h. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado and any legal action or proceeding arising out of this Agreement or the transactions contemplated hereby shall be brought only in the District Court for the City and County of Denver.
IN WITNESS WHEREOF, Assignor and Assignee have caused this assignment to be duly executed as of the date and year first written above.
| “Assignor” |
| “Assignee” | ||
| By: | /s/ Lance Migliaccio |
| By: | /s/ Troy Lowrie |
| Lance C. Migliaccio, President |
| Troy Lowrie, President | ||
Exhibit A
Intellectual Property
| 1. |
| The URLs attached hereto. |
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| 2. |
| Promotional materials, pricing information, employee handbooks, guidelines and proprietary information developed for the operation of La Boheme Gentlemen’s Cabaret. |
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| 3. |
| The Assignment does not include any Pay Per View events and Brickhouse Mobile content. |
VCGHOLDINGS.COM
LABOHEMEGC.COM
BACHELORPARTYCOLORADO.COM
BACHELORPARTYPENVER.COM
BACHELORPARTYDENVERCOLORADO.COM
BOHEMEGENTLEMENSCABARET.COM
BRADSHAWHOTEL.COM
BRADSHAWSTUDIOS.COM
COLORADOBACHELORPARTY.COM
COLORADOGENTLEMENCABARET.COM
COLORADOGENTLEMENSCABARETS.COM
COLORADOSTRIPCLUB.COM
COLORADOTOPLESSCLUB.COM
DENVERCOLORADOBACHELORPARTY.COM
DENVERCOLORADOGENTLEMENSCABARETS.COM
DENVERCOLORADOSTRIPCLUB.COM
DENVERCOLORADOSTRIPCLUBS.COM
DENVERGENTLEMENSCABARET.COM
DENVERGENTLEMENSCABARETS.COM
DENVERTOPLESSCLUB.COM
DENVERTOPLESSCLUBS.COM
DIMONDCABARET.COM
GENTLEMANCABARETDENVER.COM
GENTLEMENCABARETCOLORADO.COM
GENTLEMENCABARETDENVER.COM
GENTLEMENSCABARETDENVERCOLORADO.COM
SHOTGUN-WILIES.COM
SHOTGUNWiLIES.COM
SHOTGUNWiLYS.COM
STRiPCLUBCOLORADO.COM
STRIPCLUBDENVER.COM
STRIPCLUBDENVERCOLORADO.COM
STRIPCLUBSDENVERCOLORADO.COM
STRIPJOINTDENVER.COM
STRIPJOINTSDENVER.COM
THEBRADSHAWSTUDIOS.COM
TOPLESS CLUBCOLORADO.COM
TOPLESSCLUBDENVER.COM
TOPLESSCLUBSCOLORADO.COM
TOPLESSCLUBSDENVER.COM
TOPLESSCLUBSDENVERCOLORADO.COM
