Exhibit 10.2 ESCROW AGREEMENT This Escrow Agreement (hereinafter the "Escrow Agreement") is made and entered into this 6th day of July, 2000 by and among RICK'S CABARET INTERNATIONAL, INC., a Texas corporation ("Rick's"), and VOICE MEDIA, INC., a...Escrow Agreement • July 12th, 2000 • Ricks Cabaret International Inc • Retail-eating & drinking places • Texas
ARTICLE I PURCHASE AND SALE OF THE MEMBERSHIP INTERESTPurchase Agreement • October 12th, 2006 • Ricks Cabaret International Inc • Retail-eating & drinking places • Texas
MANAGEMENT AGREEMENT THIS MANAGEMENT AGREEMENT ("Agreement") is made and entered into on this 13th day of February, 2005 (the Effective Date), by and between TOP SHELF ENTERTAINMENT, LLC, a North Carolina limited liability company (the "Owner") and...Management Agreement • February 15th, 2005 • Ricks Cabaret International Inc • Retail-eating & drinking places • Texas
SUBSCRIPTION AGREEMENT RICKS CABARET INTERNATIONAL, INC. Ricks Cabaret International, Inc. 10959 Cutten Road Houston, Texas 77066 The undersigned, Jay Teitelbaum (the "Subscriber") understands that Ricks Cabaret International, Inc., a Texas...Subscription Agreement • August 24th, 2005 • Ricks Cabaret International Inc • Retail-eating & drinking places • Texas
RECITALSPurchase Agreement • August 10th, 2006 • Ricks Cabaret International Inc • Retail-eating & drinking places
R E C I T A L S:Asset Purchase Agreement • July 12th, 2000 • Ricks Cabaret International Inc • Retail-eating & drinking places • Texas
ARTICLE I PURCHASE AND SALE OF THE SHARESStock Purchase Agreement • July 12th, 2006 • Ricks Cabaret International Inc • Retail-eating & drinking places • Texas
ARTICLE I LEASED PREMISES ---------------Lease Agreement • November 29th, 2000 • Ricks Cabaret International Inc • Retail-eating & drinking places • Texas
RECITALS: ---------Employment Agreement • December 28th, 1998 • Ricks Cabaret International Inc • Retail-eating & drinking places • Texas
EXHIBIT 1.1 STOCK EXCHANGE AGREEMENT ------------------------ THIS STOCK EXCHANGE AGREEMENT (the "Agreement"), dated as of _____________, 1998, is by and among RICK'S CABARET INTERNATIONAL, INC., a Texas corporation ("Rick's"), and each of the persons...Stock Exchange Agreement • August 19th, 1998 • Ricks Cabaret International Inc • Retail-eating & drinking places • Texas
ARTICLE I PURCHASE AND SALE OF THE SHARESStock Purchase Agreement • January 24th, 2005 • Ricks Cabaret International Inc • Retail-eating & drinking places • New York
ARTICLE I SALE AND PURCHASE OF STOCKStock Purchase Agreement • June 7th, 2002 • Ricks Cabaret International Inc • Retail-eating & drinking places • Texas
EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement"), entered into effective as of the 1st day of April 2006, by and between RICK'S CABARET INTERNATIONAL, INC., a Texas corporation (the "Company"), and ERIC LANGAN ("Executive"). W I T N E...Employment Agreement • April 14th, 2006 • Ricks Cabaret International Inc • Retail-eating & drinking places
EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement"), entered into as of the 1st day of April 2005, by and between RICK'S CABARET INTERNATIONAL, INC., a Texas corporation (the "Company"), and ERIC LANGAN ("Executive"). W I T N E S S E T H:...Employment Agreement • August 24th, 2005 • Ricks Cabaret International Inc • Retail-eating & drinking places
ARTICLE III REPRESENTATIONS AND WARRANTIES OF TAURUSIndemnification & Liability • June 16th, 2003 • Ricks Cabaret International Inc • Retail-eating & drinking places • Texas
i) $50,000.00 to be dispersed from the Escrow Agreement to Holmberg on the execution of these Amendments by all parties; (ii) $150,000.00 to be paid to Holmberg at the time of Closing on the sale of Purchased Assets and Property; (iii) 80,000 shares...Asset Purchase Agreement • April 3rd, 1998 • Ricks Cabaret International Inc • Retail-eating & drinking places
ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLERStock Purchase Agreement • April 6th, 2005 • Ricks Cabaret International Inc • Retail-eating & drinking places • Texas
RICK’S CABARET INTERNATIONAL, INC. UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTSPurchase Agreement • November 30th, 2012 • Ricks Cabaret International Inc • Retail-eating & drinking places
On August 3, 2012, Jaguars Acquisition, Inc. (“JAI”), a wholly owned subsidiary of Rick’s Cabaret International, Inc. (“Rick’s”), entered into a Purchase Agreement (the “Purchase Agreement”) with Bryan S. Foster and 13 entities owned by him (the “Companies”), to acquire nine operating adult cabarets and two other licensed locations under development (collectively, the “Foster Clubs”). Ten of the clubs are located in Texas, including clubs in Tye (near Abilene), Lubbock (two clubs), Odessa (two clubs), El Paso, Harlingen, Longview, Edinburg and Beaumont, and one club is located in Phoenix, Arizona. On September 17, 2012, the parties entered into an Amendment to Purchase Agreement, whereby the Beaumont acquisition will be effected through an asset purchase rather than a stock purchase. The Amendment also made minor changes to certain representations and warranties within the Purchase Agreement.
OPTION TO PURCHASE AGREEMENT ---------------------------- This Option to Purchase Agreement ("Option Agreement") is made and entered into on this 13th day of February, 2005, by and among RICK'S CABARET INTERNATIONAL, INC., a Texas corporation...Option to Purchase Agreement • February 15th, 2005 • Ricks Cabaret International Inc • Retail-eating & drinking places
VOTING AGREEMENT AND IRREVOCABLE PROXYVoting Agreement and Irrevocable Proxy • July 12th, 2000 • Ricks Cabaret International Inc • Retail-eating & drinking places • Texas
UNPAID PRINCIPAL AND INTEREST ON NOTE: Four Hundred Thousand and No/100 Dollars ($400,000.00), after a Two Hundred Thousand and No/100 Dollars ($200,000.00) payment contemporaneously herewith LIEN DOCUMENTS: Vendor's Lien in Deed, Deed of Trust...Modification and Extension Agreement • August 28th, 2006 • Ricks Cabaret International Inc • Retail-eating & drinking places
ARTICLE I TERM OF AGREEMENTExclusive Licensing Agreement • April 6th, 1999 • Ricks Cabaret International Inc • Retail-eating & drinking places • Texas
WARRANT TO PURCHASE COMMON STOCK OF RICK’S CABARET INTERNATIONAL, INC.Warrant Agreement • March 6th, 2014 • Ricks Cabaret International Inc • Retail-eating & drinking places • Texas
This certifies that, for value received, RICK’S CABARET INTERNATIONAL, INC., a Texas corporation (the “Company”), grants Montgomery Street Research, LLC, whose address is 2027 E. Colter Street, Phoenix, Arizona, 85016, or its registered assigns (the “Registered Holder”), the right to subscribe for and purchase from the Company, at the Exercise Price (as defined herein), from and after 9:00 a.m. Texas time on February 7, 2014 (the “Exercise Date”) and to and including 5:00 p.m., Texas time on the second anniversary of the Exercise Date, being February 7, 2016 (the “Expiration Date”), 100,000 shares, as such number of shares may be adjusted from time to time as described herein (the “Warrant Shares”), of the Company’s common stock, par value $.01 per share (the “Common Stock”), subject to the provisions and upon the terms and conditions herein set forth. The “Exercise Price” per share of Common Stock shall be $11.77 per share (as may be adjusted from time to time as described herein).
1 EXHIBIT 4.1 FORM OF REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (the "Agreement") is made by and between the undersigned (the "Shareholder") and RICK'S CABARET INTERNATIONAL, INC., a Texas...Registration Rights Agreement • April 4th, 1997 • Ricks Cabaret International Inc • Retail-eating & drinking places
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • July 28th, 2021 • Rci Hospitality Holdings, Inc. • Retail-eating places • Texas
This Asset Purchase Agreement (the “Agreement”) is made and entered into this 23rd day of July, 2021 (the “Effective Date”), by and among Stout Restaurant Concepts, LLC, a Colorado limited liability company (the “Seller”), HWL-3 LLLP, a Colorado limited liability limited partnership (“HWL”), Family Dog LLC, a Colorado limited liability company (“Family Dog” and, together with the Seller and HWL, the “Seller Group”), 1443 Stout, Inc., a Colorado corporation (the “Purchaser”) Big Sky Hospitality Holdings, Inc., a Texas corporation (“Big Sky”) and RCI Hospitality Holdings, Inc., a Texas corporation (“Rick’s” and, together with the Purchaser and Big Sky, the “Purchaser Group”). The Seller, Family Dog, HWL, the Purchaser, Big Sky and Rick’s are sometimes hereinafter collectively referred to as the “Parties” or individually as a “Party.” A reference to the Seller Group or the Purchaser Group is a reference to each Party that comprises such group.
EMPLOYMENT AGREEMENTEmployment Agreement • August 5th, 2016 • Rci Hospitality Holdings, Inc. • Retail-eating places
This Employment Agreement (the “Agreement”), effective as of the 1st day of August 2016, by and between RICK'S CABARET INTERNATIONAL, INC., a Texas corporation (the “Company”), and PHILLIP K. MARSHALL (“Executive”).
WARRANT TO PURCHASE COMMON STOCK OF RICK’S CABARET INTERNATIONAL, INC.Warrant Agreement • March 6th, 2014 • Ricks Cabaret International Inc • Retail-eating & drinking places • Texas
This Warrant is issued in connection with the transactions described in that certain Subscription Agreement between the Company and the Registered Holder dated as of October 15, 2013 (the “Subscription Agreement”). The Registered Holder of this Warrant is subject to certain restrictions set forth in the Subscription Agreement and shall be entitled to certain rights and privileges set forth in the Subscription Agreement.
ABSOLUTE UNCONDITIONAL AND CONTINUING GUARANTYGuaranty • May 3rd, 2024 • Rci Hospitality Holdings, Inc. • Retail-eating places
THIS ABSOLUTE UNCONDITIONAL AND CONTINUING GUARANTY, dated as of the 30th____ day of April, 2024 (the “Guaranty”), is executed by ERIC LANGAN (whether one or more, herein referred to as the “Guarantor”), in favor of CENTENNIAL BANK (“Creditor” or “Lender”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 5th, 2024 • Rci Hospitality Holdings, Inc. • Retail-eating places
This Employment Agreement (the “Agreement”), is executed as of September 5, 2024, to be effective as of September 1, 2024, by and between RCI HOSPITALITY HOLDINGS, INC., a Texas corporation (the “Company”), and TRAVIS REESE (the “Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 2nd, 2021 • Rci Hospitality Holdings, Inc. • Retail-eating places
This Employment Agreement (the “Agreement”), is effective as of July 1, 2021, by and between RCI HOSPITALITY HOLDINGS, INC., a Texas corporation (the “Company”), and ERIC LANGAN (the “Executive”).
ABSOLUTE UNCONDITIONAL AND CONTINUING GUARANTYGuaranty Agreement • March 15th, 2023 • Rci Hospitality Holdings, Inc. • Retail-eating places
THIS ABSOLUTE UNCONDITIONAL AND CONTINUING GUARANTY, dated as of the 9th day of March, 2023 (the “Guaranty”), is executed by ERIC LANGAN (whether one or more, herein referred to as the “Guarantor”), in favor of CENTENNIAL BANK (“Creditor” or “Lender”).
ARTICLE I PURCHASE AND SALE OF ASSETSAsset Purchase Agreement • June 16th, 2003 • Ricks Cabaret International Inc • Retail-eating & drinking places • Texas
Exhibit 10.4 SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT AND TO EARNEST MONEY CONTRACT The parties to this Second Amendment to Asset Purchase Agreement and to Earnest Money Contract (the "Second Amendment") made this 31st day of October, 1997, are as...Asset Purchase Agreement • April 3rd, 1998 • Ricks Cabaret International Inc • Retail-eating & drinking places
GUARANTYGuaranty • October 21st, 2021 • Rci Hospitality Holdings, Inc. • Retail-eating places • Texas
THIS GUARANTY, dated as of the 18th day of October, 2021 (this “Guaranty”), is executed by RCI HOSPITALITY HOLDINGS, INC., a Texas corporation (whether one or more, herein referred to as the “Guarantor”), in favor of CLUB LICENSING, LLC, a Colorado limited liability company (the “Creditor” or “Lender”).
Exhibit 10.4 TERMINATION AND NON-COMPETITION AGREEMENT (WATTERS)Termination and Non-Competition Agreement • April 6th, 1999 • Ricks Cabaret International Inc • Retail-eating & drinking places • Texas
