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
ANDAsset Purchase Agreement • November 29th, 2000 • Ricks Cabaret International Inc • Retail-eating & drinking places • Texas
1. PARTIESLease • December 30th, 1996 • Ricks Cabaret International Inc • Retail-eating & drinking places
ARTICLE I PURCHASE AND SALE OF THE SHARESStock Purchase Agreement • July 12th, 2006 • Ricks Cabaret International Inc • Retail-eating & drinking places • Texas
RECITALS: ---------Employment Agreement • December 28th, 1998 • Ricks Cabaret International Inc • Retail-eating & drinking places • Texas
ARTICLE I SALE AND PURCHASE OF STOCKStock Purchase Agreement • June 7th, 2002 • 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
VOTING AGREEMENT AND IRREVOCABLE PROXYVoting Agreement • July 12th, 2000 • 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
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
RICK’S CABARET INTERNATIONAL, INC. UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTSRicks Cabaret International Inc • November 30th, 2012 • 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.
ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLERStock Purchase Agreement • April 6th, 2005 • 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
Exhibit 10.1 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT ("Agreement") is made and entered into as of March 29, 1999, made by and among ROBERT L. WATTERS, a resident of Houston, Texas, ("Seller"), on the one hand and E. S. LANGAN, L.P., a...1 Stock Purchase Agreement • April 6th, 1999 • 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
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
Exhibit 10.2 EARNEST MONEY CONTRACT ("AGREEMENT") THIS EARNEST MONEY CONTRACT IS MADE AND ENTERED INTO AS OF THE 24TH DAY OF DECEMBER, 1996, BETWEEN LARRY A. HOLMBERG, A SINGLE INDIVIDUAL ("SELLER") AND RICK'S CABARET INTERNATIONAL, INC., A TEXAS...Earnest Money Contract • April 3rd, 1998 • Ricks Cabaret International Inc • Retail-eating & drinking places
WARRANT TO PURCHASE COMMON STOCK OF RICK’S CABARET INTERNATIONAL, INC.Ricks Cabaret International Inc • March 6th, 2014 • 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).
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.Ricks Cabaret International Inc • March 6th, 2014 • 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 GUARANTYAbsolute Unconditional and Continuing Guaranty • March 17th, 2023 • Rci Hospitality Holdings, Inc. • Retail-eating places
THIS ABSOLUTE, UNCONDITIONAL AND CONTINUING GUARANTY, dated as of the 16th day of March, 2023 (the "Guaranty"), is executed by BD HOSPITALITY ACQUISITION, INC., a Texas corporation (whether one or more, herein referred to as the "Guarantor"), in favor of [___] ("Creditor").
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”).
ARTICLE I PURCHASE AND SALE OF ASSETSAsset Purchase Agreement • June 16th, 2003 • Ricks Cabaret International Inc • Retail-eating & drinking places • Texas
EMPLOYMENT AGREEMENTEmployment Agreement • August 30th, 2023 • Rci Hospitality Holdings, Inc. • Retail-eating places
This Employment Agreement (the “Agreement”), is effective as of August 28, 2023, by and between RCI HOSPITALITY HOLDINGS, INC., a Texas corporation (the “Company”), and BRADLEY CHHAY (the “Executive”).
IMPROVED PROPERTY COMMERCIAL CONTRACT 1. PARTIES: McNEIL INTERESTS. INC. a Texas corporation ("Seller") agrees to ----------------- sell and convey to RCI HOLDINGS. INC a Texas corporation ("Buyer") and ------------------ Buyer agrees to buy from...Commercial Contract • March 27th, 2006 • Ricks Cabaret International Inc • Retail-eating & drinking places • Texas
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
LEASE AGREEMENT AND OPTION TO PURCHASELease Agreement and Option to Purchase • June 2nd, 2010 • Ricks Cabaret International Inc • Retail-eating & drinking places • Texas
THIS LEASE AGREEMENT AND OPTION TO PURCHASE (the "Lease") is made and entered into effective as of the 1st day of June, 2010, by and between Sherri Mofid, an individual ("Landlord"), and RCI Entertainment (3315 North Freeway FW), Inc., a Texas corporation ("Tenant").
FORM OF SUBSCRIPTION AGREEMENT] SUBSCRIPTION AGREEMENT RICK’S CABARET INTERNATIONAL, INC.Form of Subscription Agreement • June 28th, 2010 • Ricks Cabaret International Inc • Retail-eating & drinking places • Texas
The undersigned, _____________, ____________________________ (the "Subscriber"), understands that Rick’s Cabaret International, Inc., a Texas Corporation (the "Company") is offering for sale to the undersigned its 10% Convertible Debenture in the principal amount of $_________ (the “Debenture”), convertible into shares of common stock, par value $0.01, of the Company (the “Common Stock”) at a conversion price of $10.25 per share, as set forth in the Debenture, and a warrant to purchase ______ shares of Common Stock of the Company at an exercise price of $10.25 (the “Warrant”), as set forth in the Warrant. The Debenture and the Warrant are hereinafter collectively referred to as the “Unit.” The Subscriber acknowledges and understands that the offering of the Unit (the "Offering") is being made without registration of the Unit, the Debenture, the Common Stock into which the Debenture is convertible, the Warrant or the Common Stock for which the Warrant is exercisable, under the Securitie
