Exhibit 10.8
INDEMNIFICATION
AGREEMENT
THIS INDEMNIFICATION
AGREEMENT made
this 21 st day of December, 2007, by VCG Holding
Corporation, Inc. (“ VCG ”), and
1443 Corp. Inc. (“ 1443 ”), Lance
Migliaccio, Gidget Bridget Sanders, Anthony Scott Falcone, Frank
Henry Walley, IV and Ted R. Bullard (collectively the “
Guarantors ”) all of whom are shareholders of 1443
(except for 1443 itself).
W
I T N
E S S E T H
:
WHEREAS,
1443 is a subtenant of
P.P.P., LLC at the real property known as 1443-1447 Stout Street,
Denver, Colorado 80202 (the “ Premises );
and
WHEREAS , the Landlord for the Premises is
BK-Stout, LLC which required the Guarantors to personally guarantee
all of P.P.P., LLC’s performance under the Building Lease
dated July 7, 2001, and any subsequent addendum (the “
Lease ”) at the time P.P.P., LLC became the assignee
of the leasehold; and
WHEREAS,
Stout Restaurant
Concepts, Inc., a wholly owned subsidiary of VCG is purchasing
the assets of 1443, AS contemplated by that certain agreement dated
December 5, 2007, which owns and operates La Boheme
Gentlemen’s Cabaret on the Premises; and
WHEREAS , Bradshaw Hotel, Inc., a wholly
owned subsidiary of VCG is purchasing the assets of 1447 Inc.,
another subtenant of P.P.P., LLC, which runs the Bradshaw Hotel at
the Premises; and
WHEREAS , VCG has submitted financial
information to the Landlord which the Landlord has asserted is
inadequate to warrant the release of the Guarantors based upon the
Landlord’s opinion about the financial information submitted
by VCG; and
WHEREAS , Landlord has consented to the
assignment of the lease for the Premises to Stout Restaurant
Concepts, Inc. with the proviso that the Guarantors remain
liable on their guarantees, absent which Landlord was unwilling to
execute the Assignment and Assumption of Building Leas
