BUILDING LEASEBuilding Lease • December 28th, 2007 • VCG Holding Corp • Services-amusement & recreation services
AGREEMENT FOR THE PURCHASE AND SALE OF ASSETS By And BetweenPurchase and Sale Agreement • December 28th, 2007 • VCG Holding Corp • Services-amusement & recreation services • Colorado
THIS AGREEMENT, made and entered into this 5th day of December, 2007, (“Effective Date”) by and between the Seller, 1447, Inc., dba Bradshaw Hotel/Studios and Bradshaw Hotel Inc., a Colorado Corporation (“Buyer”).
AGREEMENT FOR THE PURCHASE AND SALE OF ASSETS By And Between a Colorado Corporation, Seller and STOUT RESTAURANT CONCEPTS, INC. a Colorado Corporation, Buyer Dated December 5, 2007Purchase and Sale Agreement • December 28th, 2007 • VCG Holding Corp • Services-amusement & recreation services • Colorado
THIS AGREEMENT, made and entered into this 5th day of December, 2007, (“Effective Date”) by and between the Seller, 1443 Corp, Inc., a Colorado Corporation dba La Boheme, and Stout Restaurant Concepts, Inc., a Colorado Corporation, Buyer.
NON-COMPETITION AGREEMENTNon-Competition Agreement • December 28th, 2007 • VCG Holding Corp • Services-amusement & recreation services
FOR AND IN CONSIDERATION of a certain assignment of assets as more fully described in that certain “Agreement For The Purchase And Sale Of Assets” by and between 1443 Corp Inc., a Colorado corporation, d/b/a La Boheme Gentleman’s Cabaret, Seller, and Stout Restaurant Concepts, Inc., or Assigns, Buyer, signed and dated by the parties thereto on December 5, 2007, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Seller, and the Officers, Directors, and Shareholders who own 10% or more of the outstanding capital (“Designated Shareholders”) of the Seller, as well as the Buyer, agree as follows this 21st day of December, 2007.
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 28th, 2007 • VCG Holding Corp • Services-amusement & recreation services
THIS INDEMNIFICATION AGREEMENT made this 21st 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).
ASSIGNMENT AGREEMENTAssignment Agreement • December 28th, 2007 • VCG Holding Corp • Services-amusement & recreation services • Colorado
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:
ASSIGNMENT AND ASSUMPTION OF BUILDING LEASEAssignment and Assumption of Building Lease • December 28th, 2007 • VCG Holding Corp • Services-amusement & recreation services
For good and valuable consideration, the receipt and sufficiency of which is expressly acknowledged, the undersigned, P.P.P., LLC, a Colorado limited liability company (“Assignor”), whose business address is located at 1443-1447 Stout Street, Denver, Colorado hereby grants, conveys, assigns, and transfers, to STOUT RESTAURANT CONCEPTS, INC., a Colorado corporation (“Assignee”), any and all of Assignor’s right, title and interest in and to the Building Lease dated July 7, 2001, and any subsequent addenda (the “Lease”, a copy of which is attached hereto as Exhibit A), between BK-Stout, LLC (“Landlord”), as assignee of Dikeou Realty, and 2222 Inc. for the Bradshaw Building located at 1443 through 1447 Stout Street, Denver, Colorado (the “Property”, which was assigned to Assignor on or about March 9, 2006 with the consent of Landlord (attached as Exhibit B hereto), together with any and all money due and to become due thereon with interest, and all rights accrued or to accrue under the Lea
CONSULTING AGREEMENTConsulting Agreement • December 28th, 2007 • VCG Holding Corp • Services-amusement & recreation services • Colorado
AGREEMENT made as of December 4th, 2007, by and between LANCE C. MIGLIACIO, with offices at 2822 Stonnington Court, Highlands Ranch, Colorado, 80126 (“Consultant”), and VCG HOLDING CORPORATION, INC., with offices at 390 Union Boulevard, Suite 540, Lakewood Colorado, 80228 (“Client”).
