Ricks Cabaret International Inc Sample Contracts

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ARTICLE I PURCHASE AND SALE OF THE MEMBERSHIP INTEREST
Purchase Agreement • October 12th, 2006 • Ricks Cabaret International Inc • Retail-eating & drinking places • Texas
AND
Asset Purchase Agreement • November 29th, 2000 • Ricks Cabaret International Inc • Retail-eating & drinking places • Texas
1. PARTIES
Lease • December 30th, 1996 • Ricks Cabaret International Inc • Retail-eating & drinking places
ARTICLE I PURCHASE AND SALE OF THE SHARES
Stock 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 STOCK
Stock Purchase Agreement • June 7th, 2002 • Ricks Cabaret International Inc • Retail-eating & drinking places • Texas
ARTICLE I PURCHASE AND SALE OF THE SHARES
Stock Purchase Agreement • January 24th, 2005 • Ricks Cabaret International Inc • Retail-eating & drinking places • New York
VOTING AGREEMENT AND IRREVOCABLE PROXY
Voting Agreement • July 12th, 2000 • Ricks Cabaret International Inc • Retail-eating & drinking places • Texas
RICK’S CABARET INTERNATIONAL, INC. UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
Ricks 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 SELLER
Stock 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
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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 AGREEMENT
Asset 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 AGREEMENT
Employment 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 GUARANTY
Absolute 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 AGREEMENT
Employment 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 ASSETS
Asset Purchase Agreement • June 16th, 2003 • Ricks Cabaret International Inc • Retail-eating & drinking places • Texas
EMPLOYMENT AGREEMENT
Employment 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”).

GUARANTY
Guaranty • 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 PURCHASE
Lease 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

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