INDEMNITY AGREEMENT
This Indemnity
Agreement (the “Agreement”) is entered into as of the
25th day of March, 2009 by and among Vestin Group, Inc., a Delaware
corporation and Michael V. Shustek, jointly and severally
(collectively, “Indemnitor”) and Vestin Fund III, LLC,
a Nevada limited liability company
(“Indemnitee”).
W I T N E S S E T H:
WHEREAS, Indemnitee was the owner of certain
real property commonly known as 8379 W. Sunset Road, Las Vegas,
Nevada 89113 (the “ Premises ”); and
WHEREAS, Vestin Group, Inc., leased the Premises
from Indemnitee pursuant to a lease dated March 31, 2003 (the
“Lease”); and
WHEREAS, Indemnitee sold the Premises to
BIRKELAND FAMILY LLC III- DELAWARE, LLC, a Delaware limited
liability company (“ Birkeland III ”), and
BIRKELAND FAMILY LLC V - DELAWARE, LLC, a Delaware limited
liability company (“ Birkeland V ” and
collectively with Birkeland III, “ Birkeland ”);
and
WHEREAS, as part of the sale by Indemnitee to
Birkland, Indemnitee guaranteed certain of Vestin Group,
Inc’s lease payments with a letter of credit in the amount if
$950,000; and
WHEREAS, certain disputes have arisen between
Vestin Group, Inc. and Birkland concerning the Premises and Vestin
Group, Inc. has ceased making certain rental payments;
and
WHEREAS, Birkland contends Vestin Group, Inc. is
in default of its Lease obligations and has threatened to call
Indemnitee’s letter of credit; and
WHEREAS, Michael V. Shustek is the sole
shareholder of Vestin Group, Inc.; and
WHEREAS, Indemnitors have agreed to indemnify
Indemnitee for any loss sustained by Indemnitee from the calling by
Birkland of the letter of credit
NOW THEREFORE, based upon the foregoing in
consideration of the mutual covenants hereinafter set forth and
other good and valuable consideration, the parties hereto agree as
follows:
1.
Indemnity . Indemnitor hereby agrees, without set
off or deduction, to indemnify, defend and hold harmless Indemnitee
from and against any and all damages, ex
