STOCK PURCHASE AGREEMENT By and Among Brian Paul and Rick’s Cabaret International, Inc., a Texas corporation Purchase and Sale of 251,000 shares of the Outstanding Common Stock of W.K.C., Inc., a Texas corporation
By
and Among
Xxxxx
Xxxx and Rick’s Cabaret International, Inc., a Texas
corporation
Purchase
and Sale of 251,000 shares
of
the Outstanding Common Stock of W.K.C., Inc., a Texas
corporation
LIST
OF
EXHIBITS AND SCHEDULES
EXHIBIT
"A" – Real Estate Sales Contract
Schedule
1.2 –2007 Ad Valorem
Tax Proration
Schedule
3.6
–Consents
Schedule
3.8 – Taxes
Schedule
3.9 – Financial Statements
Schedule
3.10 – List of Permits
Schedule
3.13 – Leases and Service Contracts
Schedule
3.19 –Employee Benefit
Plans
Schedule
3.23 –Proceedings Related to
Premises
This
Stock Purchase Agreement (the “Agreement”) is made and entered into this 23rd
day of April, 2007, by and among WKC, Inc., a Texas corporation (the “Company”),
BLP Holdings, LLC, a Texas limited liability company (“Seller”), Xxxxx Xxxx
(“Xxxx”) and Rick’s Cabaret International, Inc., a Texas corporation
(“Purchaser” or “Rick’s”).
WHEREAS,
Seller owns 251,000 shares of common stock, no par value, of the Company, which
shares represents 100% of all of the shares of capital stock of the Company
presently issued and outstanding (the “Shares”); and
WHEREAS,
Xxxx is the President of the Company and is the sole manager and member of
the
Seller; and
WHEREAS,
the Company owns and operates an adult entertainment cabaret known as New
Orleans Nights (“New Orleans Nights”) located at 0000 Xxxxxxx, Xxxx Xxxxx,
Xxxxx 00000 (the “Premises”); and
WHEREAS,
the Seller desires to sell the Shares of the Company to Rick’s on the terms and
conditions set forth herein; and
WHEREAS,
Rick’s desires to purchase the Shares of the Company from Seller on the terms
and conditions set forth herein.
NOW,
THEREFORE, in consideration of the premises, the mutual covenants and
agreements and the respective representations and warranties herein contained,
and on the terms and subject to the conditions herein set forth, the parties
hereto, intending to be legally bound, hereby agree as follows:
ARTICLE
I
PURCHASE
AND SALE OF THE SHARES
Section
1.1 Sale of the
Shares. Subject to the terms and conditions set forth in this
Agreement, at the Closing (as hereinafter defined) the Seller hereby agrees
to
sell, transfer, convey and deliver to Rick’s all of the Shares of common stock
of the Company, free and clear of all encumbrances, which represents all of
the
outstanding capital stock of the Company, and shall deliver to Rick’s stock
certificates representing the Shares, duly endorsed to Rick’s or accompanied by
duly executed stock powers in form and substance satisfactory to
Rick’s.
Section
1.2 Purchase
Price. As consideration for the purchase of the Shares, Rick’s
shall pay to Seller a total consideration of $4,900,000 (the “Purchase Price”)
payable by cashier’s check, certified funds or wire transfer at the Closing of
the transaction, of which $______ shall be deposited into an Escrow Account
as
provided for in Article VII. The Purchase Price shall be subject to
adjustment for the pro rata payment of ad valorem taxes on the Premises,
calculated through the date of Closing based on the 2006 assessed values as
set
forth on Schedule 1.2 attached hereto.
ARTICLE
II
CLOSING
Section
2.1 The
Closing. The closing of the transactions contemplated by this
Agreement shall take place at the offices of Xxxxxx Xxxxx Xxxxxxx & Xxxxxxx,
L.L.P., 000 Xxxx Xxxxxx, Xxxxx 0000, Xxxx Xxxxx, Xxxxx 00000, or at such other
time and place as agreed upon among the parties hereto (the
“Closing”).
Section
2.2 Delivery and
Execution. At the Closing: (a) the Seller shall deliver to Rick’s
certificates evidencing the Shares of the Company, free and clear of any liens,
claims, equities, charges, options, rights of first refusal or encumbrances,
duly endorsed to Rick’s or accompanied by duly executed stock powers in form and
substance satisfactory to Rick’s against delivery by Rick’s to the Seller of
payment in an amount equal to the Purchase Price of the Shares being purchased
by Rick’s in the manner set forth herein; and (b) the Related Transactions (as
defined below) shall be consummated prior to or concurrently with the
Closing.
Section
2.3 Related
Transactions. In addition to the purchase and sale of the Shares,
the following actions shall take place contemporaneously at the Closing
(collectively, the "Related Transactions"):
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(i)
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The
Seller and Xxxx will enter into a five (5) year covenant not to compete
with Rick’s pursuant to the terms of which the Seller and Xxxx will agree
not to compete, either directly of indirectly, with the Company,
New
Orleans Nights or Rick’s by operating an establishment featuring live
female nude or semi-nude entertainment within a twenty (20) mile
radius of
the Premises;
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(ii)
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The
Company shall assign to RCI Holdings, Inc. the Company’s rights under that
certain Real Estate Sales Contract (herein so called) between the
Company
and the owners of the Premises dated April 4, 2007, attached hereto
as
Exhibit”A”, providing for the purchase and sale of the Premises;
and
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(iii)
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The
Seller and Rick’s shall enter into an Escrow Agreement as contemplated by
Article VII hereof at or prior to the
Closing.
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ARTICLE
III
REPRESENTATIONS
AND WARRANTIES
OF
THE SELLER AND XXXX
The
Seller and Xxxx, jointly and severally, hereby represent and warrant to Rick’s
as follows:
Section
3.1 Organization, Good
Standing and Qualification. The Company (i) is an entity duly
organized, validly existing and in good standing under the laws of the state
of
Texas, (ii) has all requisite power and authority to carry on its business,
and
(iii) is duly qualified to transact business and is in good standing in all
jurisdictions where its ownership, lease or operation of property or the conduct
of its business requires such qualification, except where the failure to do
so
would not have a material adverse effect to the Seller or the
Company.
At
Closing, the authorized capital stock of the Company consists
of 321,000 shares of common stock, no par value, of which 251,000
shares are validly issued and outstanding. There are no shares of preferred
stock authorized or issued and there is no other class of capital stock
authorized or issued by the Company. All of the issued and
outstanding shares of common stock of the Company are owned by the Seller and
are fully paid and non-assessable. None of the shares issued are in
violation of any preemptive rights. The Company has no obligation to
repurchase, reacquire, or redeem any of its outstanding capital
stock. There are no outstanding securities convertible into or
evidencing the right to purchase or subscribe for any shares of capital stock
of
the Company, there are no outstanding or authorized options, warrants, calls,
subscriptions, rights, commitments or any other agreements of any character
obligating the Company to issue any shares of its capital stock or any
securities convertible into or evidencing the right to purchase or subscribe
for
any shares of such stock, and there are no agreements or understandings with
respect to the voting, sale, transfer or registration of any shares of capital
stock of the Company.
Section
3.2 Subsidiaries. The
Company has no subsidiaries.
Section
3.3 Ownership of the
Shares. The Seller owns, beneficially and of record, all of the
Shares of the Company, which represents all of the issued and outstanding shares
of capital stock of the Company, free and clear of any liens, claims, equities,
charges, options, rights of first refusal, or encumbrances. The
Seller has no obligation to sell the Shares to any third party, nor does any
other party have any right of first refusal or any other right to acquire the
Shares from the Seller. The Seller has the unrestricted right and
power to transfer, convey and deliver full ownership of the Shares without
the
consent or agreement of any other person and without any designation,
declaration or filing with any governmental authority. Upon the
transfer of the Shares to Rick’s as contemplated herein, Rick’s will receive
good and valid title thereto, free and clear of any liens, claims, equities,
charges, options, rights of first refusal, encumbrances or other restrictions
(except those imposed by applicable securities laws).
Section
3.4 Authorization. Xxxx
represents that he is a single person of full age of majority, is president
of
the Company and is the sole member and manager of the Seller and has full power,
capacity, and authority to enter into this Agreement and perform the obligations
contemplated hereby by for himself. All action on the part of Xxxx
necessary for the authorization, execution, delivery and performance of this
Agreement by him has been taken and will be taken prior to
Closing. This Agreement, when duly executed and delivered in
accordance with its terms, will constitute legal, valid and binding obligations
of Xxxx enforceable against him in accordance with its terms, except as may
be
limited by bankruptcy, insolvency, reorganization and other similar laws of
general application affecting creditors’ rights generally or by general
equitable principles.
All
corporate action on the part of the Company and the Seller necessary for the
authorization, execution, delivery and performance of this Agreement by the
Company and the Seller has been taken or will be taken prior to the
Closing. The Company and Seller have the requisite corporate power
and authority to execute, deliver and perform this Agreement. This
Agreement, when duly executed and delivered in accordance with its terms, will
constitute a valid and binding obligation of the Company and the Seller,
enforceable against the Company and the Seller in accordance with its terms,
except as may be limited by bankruptcy, insolvency, reorganization, and other
similar laws of general application relating to or affecting creditors’ rights
and to general equitable principles.
Section
3.5 No Breaches or
Defaults. Except as set forth on Schedule 3.6 hereto, the
execution, delivery, and performance of this Agreement by Xxxx, the Seller
and
the Company does not: (i) conflict with, violate, or constitute a
breach of or a default under, (ii) result in the creation or imposition of
any
lien, claim, or encumbrance of any kind upon the Shares, or (iii) require any
authorization, consent, approval, exemption, or other action by or filing with
any third party or Governmental Authority under any provision of: (a)
any applicable Legal Requirement, or (b) any credit or loan agreement,
promissory note, or any other agreement or instrument to which Xxxx, the Seller
or the Company is a party or by which the Shares may be bound or
affected. For purposes of this Agreement, "Governmental Authority"
means any foreign governmental authority, the United States of America, any
state of the United States, and any political subdivision of any of the
foregoing, and any agency, department, commission, board, bureau, court, or
similar entity, having jurisdiction over the parties hereto or their respective
assets or properties. For purposes of this Agreement, "Legal
Requirement" means any law, statute, injunction, decree, order or judgment
(or
interpretation of any of the foregoing) of, and the terms of any license or
permit issued by, any Governmental Authority.
Section
3.6 Consents. Except
as set forth on Schedule 3.6 hereto, no permit, consent,
approval or authorization of, or designation, declaration or filing with, any
Governmental Authority or any other person or entity is required on the part
of
the Seller or the Company in connection with the execution and delivery by
the
Seller or the Company of this Agreement or the consummation and performance
of
the transactions contemplated hereby.
Section
3.7 Pending
Claims. There is no claim, suit, arbitration, investigation,
action or other proceeding, whether judicial, administrative or otherwise,
now
pending or, to the best of the Seller’s, Paul’s or the Company’s knowledge,
threatened before any court, arbitration, administrative or regulatory body
or
any governmental agency which may result in any judgment, order, award, decree,
liability or other determination which will or could reasonably be expected
to
have any material adverse effect upon the assets, properties, operations,
business or financial condition of the Seller or the Company or the transfer
by
Seller to Rick’s of the Shares under this Agreement, nor is there any basis, to
the knowledge of Seller, Xxxx or the Company for any such action. No
litigation is pending, or, to Seller’s, Paul’s or the Company’s knowledge,
threatened against Seller or the Company, or their assets or properties which
seeks to restrain or enjoin the execution and delivery of this Agreement or
any
of the documents referred to herein or the consummation of any of the
transactions contemplated thereby or hereby. Neither Seller nor the
Company is subject to any judicial injunction or mandate or any quasi-judicial
or administrative order or restriction directed to or against them or which
would affect the Company, the Seller or the Shares to be transferred under
this
Agreement.
Section
3.8 Taxes. Except
as reflected on Schedule 3.8 hereto, the Company has timely and
accurately filed all federal, state, foreign and local tax returns and reports
required to be filed prior to such dates and has timely paid all taxes shown
on
such returns as owed for the periods of such returns, including all sales taxes
and withholding or other payroll related taxes shown on such
returns. Except as reflected on Schedule 3.8 hereto,
the Company has made adequate provision for the payment of all taxes accruable
for all periods ending on or before the Closing Date to any taxing authority
and
is not delinquent in the payment of any tax or governmental charge of any
nature. Except as reflected on Schedule 3.8 hereto, no
assessments or notices of deficiency or other communications have been received
by the Company with respect to any tax return which has not been paid,
discharged or fully reserved against and no amendments or applications for
refund have been filed or are planned with respect to any such
return. There are no agreements between the Company and any taxing
authority, including, without limitation, the Internal Revenue Service, waiving
or extending any statute of limitations with respect to any tax
return.
Section
3.9 Financial
Statements. Attached hereto as Schedule 3.9 are
the following financial statements of the Company (collectively, the "Financial
Statements"): unaudited balance sheets and statements of income as of and for
(i) the fiscal years ended December 31, 2006, 2005 and 2004, and (ii) the
periods ended January 31, 2007, February 28, 2007, March 31,
2007. The Financial Statements (including the notes thereto) have
been prepared in accordance with accounting principles applied on a consistent
basis throughout the periods covered thereby, present fairly the financial
condition of the Company as of such dates and the results of operations of
the
Company for such periods, are correct and complete, and are consistent with
the
books and records of the Company. At the Closing, the Company will
provide Purchaser with a closing balance sheet (the “Closing Balance Sheet”)
reflecting the assets, liabilities and shareholders equity as of the date
immediately prior to Closing, which Closing Balance Sheet shall be correct
and
complete in all material respects. Except as, and to the extent reflected or
reserved against in the Financial Statements and the Closing Balance Sheet,
the
Company, as of the date of the Financial Statements, has no material liability
or obligation of any nature, whether absolute, accrued, contingent or otherwise,
not fully reflected or reserved against in the Financial
Statements. As of the Closing Date, Seller, Xxxx and the Company
represent there have been no material adverse change in the financial condition
or other operations, business, properties or assets of the Company since the
date of the Financial Statements.
Section
3.10 Compliance with
Laws. The Company is, and at all times prior to the date hereof
have been, to the best of its knowledge, in compliance with all statutes,
orders, rules, ordinances and regulations applicable to it or to the ownership
of their assets or the operation of their businesses, except for failures to
be
in compliance that would not have a material adverse effect on the business,
properties, condition (financial or otherwise) or prospects of the
Company. Seller, Xxxx and the Company have no basis to expect, nor
have they received, any order or notice of any such violation or claim of
violation of any such statute, order, rule, ordinance or regulation by the
Company. Exhibit 3.10 sets forth all licenses
and permits held by the Company used in the operation of its businesses as
they
are now being conducted, all of which are currently in good standing and in
effect, and which will be in and remain in good standing and effect as of the
Closing Date. These licenses and permits represent all of the
licenses and permits required by the Company for the operation of its business
as it is now being conducted.
Section
3.11 Title to
Properties; Encumbrances. The Company has good and marketable
title to all of its properties and assets, real and personal, tangible and
intangible, that are material to the condition (financial or otherwise),
business, operations or prospects of the Company, free and clear of all
mortgages, claims, liens, security interests, charges, leases, encumbrances
and
other restrictions of any kind and nature, except (i) as disclosed in the
Financial Statements of the Company, (ii) statutory liens not yet delinquent,
and (iii) such liens consisting of zoning or planning restrictions,
imperfections of title, easements and encumbrances, if any, as do not materially
detract from the value or materially interfere with the present use of the
property or assets subject thereto or affected thereby. At the
time of Closing, the assets of the Company shall include, but shall not be
limited to, the assets set forth in the Company’s Financial Statements along
with all equipment and fixtures located on the Premises at New Orleans Nights
as
of the Closing Date.
Section
3.12 Labor
Matters. The Company is not a party or otherwise subject to any
collective bargaining agreement with any labor union or
association. There are no discussions, negotiations, demands or
proposals that are pending or have been conducted or made with or by any labor
union or association, and there are not pending or threatened against the
Company any labor disputes, strikes or work stoppages. To the best
of Seller’s and Paul’s knowledge, the Company is in compliance with
all federal and state laws respecting employment and employment practices,
terms
and conditions of employment and wages and hours, and, to their knowledge,
is
not engaged in any unfair labor practices. The Company is not a party
to any written or oral contract, agreement or understanding for the employment
of any officer, director or employee of the Company.
Section
3.13 Contracts and
Leases. Except as disclosed on Exhibit
3.13, the Company (i) has no leases of personal property relating
to the assets of the Company, whether as lessor or lessee; (ii) has no
contractual or other obligations relating to the assets of the Company, whether
written or oral; and (iii) has not given any power of attorney to any person
or
organization for any purpose relating to the assets of the
Company. The Company has an existing real estate lease agreement
covering the real property where New Orleans Nights operates its adult
entertainment cabaret located at 0000 Xxxxxxx, Xxxx Xxxxx, Xxxxx,
00000. The Company has furnished Purchaser a copy of each and every
contract, lease or other document relating to the assets of the Company to
which
they are subject or are a party or a beneficiary (collectively, the
“Contracts”). To Seller’s, Paul’s and the Company’s knowledge, such
contracts, leases or other documents are valid and in full force and effect
according to their terms and constitutes a legal, valid and binding obligation
of the Company and the other respective parties thereto and are enforceable
in
accordance with their terms. Neither the Seller, Xxxx nor
the Company has any knowledge of any default or breach under such contracts,
leases or other documents or of any pending or threatened claims under any
such
contracts, leases or other documents. Neither the execution of this
Agreement, nor the consummation of all or any of the transactions contemplated
under this Agreement, will constitute a breach or default under any such
contracts, leases or other documents which would have a material adverse effect
on the financial condition of the Company or the operation of its business
after
the Closing.
Section
3.14 Material
Agreements; Action. Except for the Contracts, there are no
material contracts, agreements, commitments, understandings or proposed
transactions, whether written or oral, to which the Company is a party or by
which either the Company or its assets are bound.
Section
3.15 No
Default. Neither Seller nor the Company is in default under any
term or condition of any instrument evidencing, creating or securing any
indebtedness of Seller or the Company, and there has been no default in any
material obligation to be performed by Seller or the Company under any other
contract, lease, agreement, commitment or undertaking to which it is a party
or
by which it or its assets or properties are bound, nor, to the knowledge of
Seller, have Seller or the Company waived any material right under any such
contract, lease, agreement, commitment or undertaking.
Section
3.16 Books and
Records. The books of account, minute books, stock record books
and other records of the Company, all of which have been made available to
Rick’s, are accurate and complete and have been maintained in accordance with
sound business practices. Upon Closing, all books and records will be
in the possession of Seller or the Company.
Section
3.17 Disclosure. No
representation or warranty of the Seller or the Company contained in this
Agreement (including the exhibits hereto) contains any untrue statement or
omits
to state a material fact necessary in order to make the statements contained
herein or therein, in light of the circumstances under which they were made,
not
misleading.
Section
3.18 No Pending
Transactions. Except for the transactions contemplated by this
Agreement, neither Seller nor Xxxx nor the Company is a party to or bound by
or
the subject of any agreement, undertaking, commitment or discussions or
negotiations with any person that could result in (i) the sale, merger,
consolidation or recapitalization of the Company, or (ii) the sale of any or
all
or substantially all of the assets of the Company.
Section
3.19 Employee Benefit
Plans. Except as set forth on Schedule 3.19 hereto, the Company
is not a party to any employee-benefit plan.
Section
3.20 Brokerage
Commission. No broker or finder has acted on behalf of Seller or
the Company in connection with this Agreement or the transactions contemplated
hereby, and no person is entitled to any brokerage or finder’s fee or
compensation in respect thereof based in any way on agreements, arrangements
or
understandings made by or on behalf of Seller or the Company.
Section
3.21 Unpaid
Bills. As of the Closing, there will be no unpaid bills or claims
in connection with any repair of the Premises or other work performed or
materials purchased in connection with the repair of the Premises.
Section
3.22 Notices. Neither
the Seller, Xxxx nor the Company has received any written notice (i) from any
insurance companies, governmental agencies or from any other parties of any
condition, defects or inadequacies with respect to the Premises which, if not
corrected, would result in termination of insurance coverage or increase its
cost, (ii) from any governmental agencies or any other third parties with
respect to any violations of any building codes and/or zoning ordinances or
any
other governmental laws, regulations or orders affecting the Premises,
including, without limitation, the Americans With Disabilities Act, (iii) of
any
pending or threatened condemnation proceedings with respect to the Premises,
or
(iv) of any proceedings which could or would cause the change, redefinition
or
other modification of the zoning classification of the Premises.
Section
3.23 Proceedings
Relating to Premises. Except as set forth on Schedule 3.23
hereto, there is no pending, or, to the best of Seller's, Paul’s or the
Company’s knowledge, threatened, judicial, municipal or administrative
proceedings with respect to, or in any manner affecting the Premises or any
portion thereof, including, without limitation, proceedings for or involving
tenant evictions, collections, condemnations, eminent domain, alleged building
code or zoning violations, personal injuries or property damage alleged to
have
occurred on the Premises or by reason of the use and operation of the Premises,
or written notice of any attachments, executions, assignments for the benefit
of
creditors, receiverships, conservatorships or voluntary or involuntary
proceedings in bankruptcy or pursuant to any other debtor relief laws pending
or
threatened against the seller of the Premises or the Premises itself, or the
taking of the Premises for public needs.
Section
3.24 Public
Improvements. Neither the Seller nor Xxxx nor the Company has
knowledge of any existing or proposed public improvements which involve or
which
may result in any charge being levied or assessed against the Premises or which
will or could result in the creation of any lien upon the Premises or any part
thereof.
Section
3.25 Certificates. To
the best of Seller’s, Paul’s and the Company’s knowledge, all certificates of
occupancy, licenses, permits, authorizations and approvals required by law
or by
any governmental authority having jurisdiction over the Premises have been
obtained and are in full force and effect.
Section
3.26 Material
Defect. Neither the Seller nor Xxxx nor the Company has knowledge
of any material defects to the Premises which have not been disclosed in writing
to the Purchaser.
Section 3.27 Flooding. Neither
the Seller nor Xxxx nor the Company has knowledge of any flooding which has
occurred on the Premises.
Section
3.28 Environmental. To
the best of Seller’s, Paul’s and the Company’s knowledge, the Premises is not in
violation of any state, local or federal statutes, laws, regulations,
ordinances, or rules pertaining to health or the environment requirements
affecting the Premises.
For
purposes of this Article III, references to the
"knowledge" of Seller or the Company shall refer only to the actual knowledge
of
Xxxxx Xxxx, and shall not be construed, by imputation or otherwise, to refer
to
the knowledge of any other officer, agent, manager, representative or employee
of Seller or the Company.
Stock
Purchase Agreement - Page 10
ARTICLE
IV
REPRESENTATIONS
AND WARRANTIES
OF
RICK’S
Rick’s
hereby represents and warrants to the Seller and the Company as
follows:
Section
4.1 Authorization. Rick’s
is a corporation duly organized in the state of Texas and has full power,
capacity, and authority to enter into this Agreement and perform the obligations
contemplated hereby. All action on the part of Rick’s necessary for
the authorization, execution, delivery and performance of this Agreement by
it
has been taken and will be taken prior to Closing. This Agreement,
when duly executed and delivered in accordance with its terms, will constitute
legal, valid, and binding obligations of Rick’s enforceable against Rick’s in
accordance with its terms, except as may be limited by bankruptcy, insolvency,
and other similar laws affecting creditors' rights generally or by general
equitable principles.
Section 4.2 No
Breaches or Defaults. The execution, delivery, and performance of
this Agreement by Rick’s does not: (i) conflict with, violate, or
constitute a breach of or a default under or (ii) require any authorization,
consent, approval, exemption, or other action by or filing with any third party
or Governmental Authority under any provision of: (a) any applicable
Legal Requirement, or (b) any credit or loan agreement, promissory note, or
any
other agreement or instrument to which Rick’s is a party.
Section
4.3 Consents. No
permit, consent, approval or authorization of, or designation, declaration
or
filing with, any Governmental Authority or any other person or entity is
required on the part of Rick’s in connection with the execution and delivery by
Rick’s of this Agreement or the consummation and performance of the transactions
contemplated hereby other than as required under the federal securities
laws.
Section
4.4 Disclosure. No
representation or warranty of Rick’s contained in this Agreement (including the
exhibits hereto) contains any untrue statement or omits to state a material
fact
necessary in order to make the statements contained herein or therein, in light
of the circumstances under which they were made, not misleading.
Section
4.5 Brokerage
Commission. No broker or finder has acted on behalf of Rick’s in
connection with this Agreement or the transactions contemplated hereby, and
no
person is entitled to any brokerage or finder’s fee or compensation in respect
thereof based in any way on agreements, arrangements or understandings made
by
or on behalf of Rick’s.
Stock
Purchase Agreement - Page 11
ARTICLE
V
CONDITIONS
TO CLOSING OF XXXX, THE SELLER
AND
THE COMPANY
Each
obligation of Xxxx, the Seller and the Company to be performed on the Closing
Date shall be subject to the satisfaction of each of the conditions stated
in
this Article V, except to the extent that such satisfaction is waived by Xxxx,
the Seller and the Company in writing.
Section
5.1 Representations
and Warranties Correct. The representations and warranties made
by Rick’s contained in this Agreement shall be true and correct as of the
Closing Date.
Section
5.2 Covenants. All
covenants, agreements and conditions contained in this Agreement to be performed
by Rick’s on or prior to the Closing Date shall have been performed or complied
with in all respects.
Section
5.3 Delivery of
Certificate. Rick’s shall provide to Xxxx, the Seller and the
Company a certificate, dated the Closing Date and signed by the President of
Rick’s to the effect set forth in Section 5.1 and 5.2 for the purpose of
verifying the accuracy of such representations and warranties and the
performance and satisfaction of such covenants and conditions.
Section
5.4 Payment of
Purchase Price. Rick’s shall have tendered the Purchase Price for
the Shares as referenced in Section 1.2 to the Seller concurrently with the
Closing.
Section
5.5 Related
Transactions. The Related Transaction set forth in Section 2.3
shall be consummated prior to or concurrently with the Closing.
Section
5.6 Corporate
Resolutions. Rick’s shall provide a certificate of the corporate
resolutions of the Board of Directors of Rick’s which approve the transactions
contemplated herein and authorize the execution, delivery and performance of
this Agreement and the documents referred to herein to which it is or is to
be a
party dated as of the Closing Date.
Section
5.7 Absence of
Proceedings. No action, suit or proceeding by or before any court
or any governmental or regulatory authority shall have been commenced and no
investigation by any governmental or regulatory authority shall have been
commenced seeking to restrain, prevent or challenge the transactions
contemplated hereby or seeking judgments against Rick’s.
ARTICLE
VI
CONDITIONS
TO CLOSING OF
RICK’S
Each
obligation of Rick’s to be performed on the Closing Date shall be subject to the
satisfaction of each of the conditions stated in this Article VI, except to
the
extent that such satisfaction is waived by Rick’s in writing.
Section
6.1 Representations
and Warranties Correct. The representations and warranties made
by Xxxx, the Seller and the Company hereof shall be true and correct as of
the
Closing Date.
Stock
Purchase Agreement - Page 12
Section
6.2 Covenants. All
covenants, agreements and conditions contained in this Agreement to be performed
by Xxxx, the Seller and the Company on or prior to the Closing Date shall have
been performed or complied with in all respects.
Section
6.3 Delivery of
Certificate. Xxxx, the Seller and the Company each shall provide
to Rick’s certificates, dated the Closing Date and signed by Xxxx, the Seller
and by the President of the Company, respectively, to the effect set forth
in
Section 6.1 and 6.2 for the purpose of verifying the accuracy of such
representations and warranties and the performance and satisfaction of such
covenants and conditions.
Section
6.4 Delivery of
Shares. Seller shall have delivered certificates evidencing the
Shares of the Company, duly endorsed to Rick’s or accompanied by duly executed
stock powers in form and substance satisfactory to Rick’s.
Section
6.5 Corporate
Resolutions. The Company and the Seller shall provide to Rick’s
corporate resolutions of the Board of Directors of the Company and resolutions
of the members and of the managers of the Seller which approve the transactions
contemplated herein and authorizes the execution, delivery and performance
of
this Agreement and the documents referred to herein to which it is or is to
be a
party dated as of the Closing Date.
Section
6.6 Consents; Transfer
of Licenses. All necessary transfers of licenses and leases
required for the continued operation of the business of the Company as presently
being conducted shall have been obtained and shall be in full force and effect,
including sexually oriented business license of New Orleans Nights.
Section
6.7 Related
Transactions. The Related Transaction set forth in Section 2.3
shall be consummated prior to or concurrently with the Closing.
Section
6.8 Resignation. The
Officers and Directors of the Company shall have provided to Rick’s their
written resignations.
Section
6.9 Absence of
Proceedings. No action, suit or proceeding by or before any court
or any governmental or regulatory authority shall have been commenced and no
investigation by any governmental or regulatory authority shall have been
commenced seeking to restrain, prevent or challenge the transactions
contemplated hereby or seeking judgments against the Company or any of its
assets.
Stock
Purchase Agreement - Page 13
ARTICLE
VII
TAX
COVENANTS; ESCROW AGREEMENT
Section
7.1 Tax
Covenants.
(a) The
Seller and Xxxx shall be responsible for, and shall pay or cause to be paid,
and
shall indemnify and hold the Company and Purchaser harmless from and against
any
and all federal, state and local income and property (real and personal) taxes,
including penalties and interest, if any, thereon (individually, a “Tax” and
collectively, “Taxes”) that may be imposed on or assessed against the Company
and/or Purchaser on account of taxes imposed upon the Company or its assets
prior to the Closing Date, including all taxes due on income received by the
Company prior to the Closing Date. The Seller and Xxxx shall also pay
or cause to be paid and shall indemnify and hold harmless the Company and
Purchaser against all losses, damages and reasonable third party costs and
expenses (including reasonable attorney, accountant and expert witness fees
and
disbursements) (“Related Costs”) incurred in connection with the Taxes for which
the Seller and Xxxx indemnifies the Company and Purchaser pursuant to this
Section 7.1 (a)(or any asserted deficiency, claim demand or assessment,
including the defense or settlement thereof) or the enforcement of this Section
7.1(a). Any payment required to be made by the Seller and Xxxx
pursuant to this Section 7.1(a) shall be made within 30 days of written notice
from the Purchaser.
(b) The
Purchaser shall be responsible for, and shall pay or cause to be paid, and
shall
indemnify and hold the Seller and Xxxx harmless from and against, any and all
Taxes that may be imposed on or assessed against the Seller and Xxxx on account
of Taxes imposed on the Company or its assets following the Closing Date,
including all taxes due on income received by the Company beginning after the
Closing Date. The Purchaser shall also pay or cause to be paid and
shall indemnify and hold harmless the Seller and Xxxx from and against all
Related Costs of the Seller and Xxxx incurred in connection with the Taxes
for
which the Purchaser indemnifies the Seller and Xxxx pursuant to this Section
7.1(b) (or any asserted deficiency, claim, demand or assessment, including
the
defense or settlement thereof) or the enforcement of this Section
7.1(b). Any payment required to be made by the Purchaser pursuant to
this Section 7.1(b) shall be made within 30 days of written notice from the
Seller.
(c) For
purposes of this Article VII, Taxes for the period up to and including the
Closing Date (“Seller's Taxes”) shall be determined on the basis of an interim
closing of the books as of the end of the day prior to the Closing Date;
provided, however, that in the case of any Tax not based on income or
receipts, such Seller's Taxes shall be equal to the amount of such Tax for
the
taxable year multiplied by a fraction, the numerator of which shall be
the number of days from the beginning of the taxable year through the day prior
to the Closing Date, and the denominator of which shall be the number
of days in the taxable year.
Stock
Purchase Agreement - Page 14
(d) Seller
shall be responsible for filing or causing to be filed all tax returns
(specifically including the 2006 federal income tax return and Texas franchise
tax report for the 2007 privilege period) required to be filed by or on behalf
of the Company on or before the Closing Date, which tax returns shall be filed
within 45 days following Seller’s receipt of the audited financial statements of
the Company prepared by Buyer in connection with this
transaction. Purchaser shall be responsible for filing or causing to
be filed all tax returns required to be filed by or on behalf of the Company
after the Closing Date (other than tax returns for periods ending on or before
the Closing Date but not due until after the Closing Date). With
respect to returns, if any, for periods that begin before but end after the
Closing Date (“Straddle Returns”), the Purchaser shall pay or cause to be
paid all Taxes to which such returns relate for all periods covered by such
returns; provided, however, that the Seller shall pay to the Purchaser
the amount determined pursuant to Section 7.1(a) and (b) above, but only to
the
extent the Seller has an obligation to indemnify the Purchaser for such amounts
pursuant to Section 7.1(a) hereof, not later than fifteen days before the due
date for payment of Taxes with respect to such tax returns. Such Straddle
Returns shall be prepared in a manner consistent with prior practice, unless
otherwise required by Applicable Law, as solely determined by the Purchaser
upon
notice to the Seller. The Purchaser shall provide the Seller with a
statement setting forth in reasonable detail the amount, if any, payable
pursuant to this Section 7.1(d).
(e) The
Seller and the Purchaser shall cooperate fully with each other and make
available to each other in a timely fashion such Tax data and other information
and personnel as may be reasonably required for the payment of any estimated
Taxes and the preparation of any tax returns required to be prepared
hereunder. The Seller and the Purchaser shall make available to the
other, as reasonably requested, all information, records or documents in their
possession relating to Tax liabilities of the Company for all taxable periods
thereof ending on, before or including the Closing Date and shall preserve
all
such information, records and documents until the expiration of any applicable
Tax statute of limitations or extensions thereof; provided, however,
that if a proceeding has been instituted for which the information, records
or
documents are required prior to the expiration of the applicable statute of
limitations, then such information, records or documents shall be retained
until
there is a final determination with respect to such proceeding.
(f) The
Purchaser and the Seller shall promptly notify each other in writing upon
receipt by the Purchaser or the Seller, as the case may be, of any notice of
any
tax audits of or assessments against the Company for taxable periods ending
on
or before the Closing Date. The failure of one party promptly to
notify the other party of any such audit or assessment shall not forfeit the
right to indemnity except to the extent that a party is materially prejudiced
as
a result. The Purchaser shall have the sole right to represent the
Company's interests in any tax proceeding relating to such tax audits or
assessments and to employ counsel of its choice at its expense. The
Purchaser, on the one hand, and the Seller, on the other, each agree to
cooperate fully with the other and its or their respective counsel in the
defense against or compromise of any claim in any tax proceeding.
(h) Notwithstanding
anything to the contrary contained elsewhere in this Agreement, all obligations
under this Article VII shall survive the Closing hereunder and continue until
30
days following the expiration of the statute of limitations on assessment of
the
relevant Tax.
Section
7.2 Escrow
Agreement. At the Closing, Seller and Purchaser shall escrow with
Xxxxxx X. Xxxxxxx, P.C., as Escrow Agent, the sum of $__________ from the
proceeds of the Purchase Price, which amount (the Escrow Cash”) represents the
estimated unpaid Taxes of Seller pursuant to this Article VII for all periods
up
to the Closing Date as further provided on Schedule 3.8 hereto. The
Escrow Cash shall be held by the Escrow Agent in its IOLTA Account and shall
be
disposed of in accordance with the Escrow Agreement in the form attached hereto
as Exhibit “B,” to be executed by the parties at the
Closing.
Stock
Purchase Agreement - Page 15
ARTICLE
VIII
INDEMNIFICATION
Section
8.1 Indemnification
from Xxxx and the Seller. Xxxx and the Seller, jointly and
severally, hereby agree to and shall indemnify, defend (with legal counsel
reasonably acceptable to Rick’s), and hold Rick’s, its officers, directors,
employees, agents, affiliates, agents, successors, assigns, and legal counsel
(collectively, the "Rick’s Group") harmless at all times after the date of this
Agreement, from and against any and all actions, suits, claims, demands, debts,
liabilities, obligations, losses, damages, costs, expenses, penalties or
injury (including reasonable attorneys‘
fees and costs of any suit related thereto) suffered or incurred by any of the
Rick’s Group arising from: (a) any misrepresentation or omission by, or breach
of any covenant or warranty of the Seller, the Company or Xxxx contained in
this
Agreement, or any exhibit, certificate, or other instrument furnished or to
be
furnished by Xxxx, the Company or the Seller hereunder; (b) any nonfulfillment
of any agreement on the part of Seller or the Company under this Agreement;
(c)
from any liability or obligation due to any third party by the Company incurred
prior to the Closing Date, including all damages resulting to the Rick’s Group
from the Company’s breach of any of the Contracts occurring prior to the Closing
Date; or (d) any suit, action, proceeding, claim or investigation against Rick’s
or the Company which arises from or which is based upon or pertaining to
Seller’s or the Company’s conduct or the operation or liabilities of the
business of the Company prior to the Closing Date.
Section
8.2 Indemnification
from Rick’s. Rick’s agrees to and shall indemnify, defend (with
legal counsel reasonably acceptable to the Seller and Xxxx) and hold Xxxx and
the Seller, their respective managers, officers, employees, agents, affiliates,
legal counsel, successors and assigns (collectively, the "Seller’s Group")
harmless at all times after the date of the Agreement from and against any
and
all actions, suits, claims, demands, debts, liabilities, obligations, losses,
damages, costs, expenses, penalties or injury (including reasonably attorney’s
fees and costs of any suit related thereto) suffered or incurred by
any of the Seller’s Group, arising from (a) any misrepresentation or omission
by, or breach of any covenant or warranty of Rick’s contained in this Agreement
or any exhibit, certificate, or other agreement or instrument furnished or
to be
furnished by Rick’s hereunder; (b) any nonfulfillment of any agreement on the
part of Rick’s under this Agreement; (c) from any liability or obligation due to
any third party by the Company incurred after to the Closing Date, including
all
damages resulting to the Seller’s Group from the Company’s breach of any of the
Contracts occurring after the Closing Date, including the obligations of RCI
Holdings, Inc. pursuant to the Real Estate Sales Contract and the promissory
note and deed of trust referred to therein; or (d) any suit, action, proceeding,
claim or investigation against Seller or Xxxx which arises from or which is
based upon or pertaining to Rick’s conduct or the operation of the business of
the Company subsequent to the Closing Date.
Stock
Purchase Agreement - Page 16
Section
8.3 Defense of
Claims. If any lawsuit or enforcement action is filed against any
party entitled to the benefit of indemnity hereunder, written notice thereof
shall be given to the indemnifying party as promptly as practicable (and in
any
event not less than fifteen (15) days prior to any hearing date or other date
by
which action must be taken); provided that the failure of any indemnified party
to give timely notice shall not affect rights to indemnification hereunder
except to the extent that the indemnifying party demonstrates actual damage
caused by such failure. After such notice, the indemnifying party
shall be entitled, if it so elects, to take control of the defense and
investigation of such lawsuit or action and to employ and engage attorneys
of
its own choice to handle and defend the same, at the indemnifying party's cost,
risk and expense; and such indemnified party shall cooperate in all reasonable
respects, at its cost, risk and expense, with the indemnifying party and such
attorneys in the investigation, trial and defense of such lawsuit or action
and
any appeal arising therefrom; provided, however, that the indemnified party
may,
at its own cost, participate in such investigation, trial and defense of such
lawsuit or action and any appeal arising therefrom. The indemnifying
party shall not, without the prior written consent of the indemnified party,
effect any settlement of any proceeding in respect of which any indemnified
party is a party and indemnity has been sought hereunder unless such settlement
of a claim, investigation, suit, or other proceeding only involves a remedy
for
the payment of money by the indemnifying party and includes an unconditional
release of such indemnified party from all liability on claims that are the
subject matter of such proceeding.
Section
8.4 Default of
Indemnification Obligation. If an entity or individual having an
indemnification, defense and hold harmless obligation, as above provided, shall
fail to assume such obligation, then the party or entities or both, as the
case
may be, to whom such indemnification, defense and hold harmless obligation
is
due shall have the right, but not the obligation, to assume
and
maintain such defense (including reasonable counsel fees and costs of any suit
related thereto) and to make any settlement or pay any judgment or verdict
as
the individual or entities deem necessary or appropriate in such individuals
or
entities absolute sole discretion and to charge the cost of any such settlement,
payment, expense and costs, including reasonable attorneys=
fees, to the entity or individual that had the obligation to provide such
indemnification, defense and hold harmless obligation and same shall constitute
an additional obligation of the entity or of the individual or both, as the
case
may be.
Section
8.5 Survival of
Representations and Warranties. The respective representations,
warranties and indemnities given by the parties to each other pursuant to this
Agreement shall survive the Closing for a period ending twenty-four (24) months
from the date hereof (“Survival Date”). Notwithstanding
anything to the contrary contained herein, no claim for indemnification may
be
made against the party required to indemnify (the “Indemnitor”) under
this Agreement unless the party entitled to indemnification (the
“Indemnitee”) shall have given the Indemnitor written notice of such
claim as provided herein on or before the Survival Date. Any claim
for which notice has been given prior to the expiration of the Survival Date
shall not be barred hereunder.
Section
8.6 Limitations on
Indemnification Amounts.
(a) Notwithstanding
anything in this Agreement to the contrary, no indemnification payment shall
be
made to Rick’s Group until the amounts which the Rick’s Group would otherwise be
entitled to receive as indemnification under this Agreement aggregate at least
$10,000.00 (the “Rick’s Indemnification Threshold”), at which time the
Rick’s Group shall be indemnified dollar for dollar for the entire amount of
indemnification to which it would be entitled. The indemnification
provisions set forth in Section 8.1 shall not be subject to the limitations
set
forth in this Section 8.6(a) with respect to a breach of Section 3.1
(Organization, Good Standing and Qualification), Section 3.3 (Ownership of
the
Shares), Section 3.8 (Taxes), and Section 3.20 (Brokerage Commissions), and
damages resulting from such excluded covenants, representations and warranties
shall be indemnified to the Rick’s Indemnified Parties dollar for
dollar.
Stock
Purchase Agreement - Page 17
(b)
Notwithstanding anything in this Agreement to the contrary, no indemnification
payment shall be made to the Seller’s Group until the amounts which the Seller’s
Group would otherwise be entitled to receive as indemnification under this
Agreement aggregate at least $10,000.00 (the
“Seller’s Indemnification Threshold”), at which time the
Seller’s Group shall be indemnified dollar for dollar for the entire amount of
indemnification to which it would be entitled. The indemnification provisions
set forth in Section 8.2 shall not be subject to the limitations set forth
in
this Section 8.6(b) with respect to a breach of the Real Estate Sales Contract
by Rick’s following the Closing, the obligations of Rick’s for the payment of
all tax liabilities of the Seller following the Closing Date, Section
4.5 (Brokerage Commissions), and damages resulting from such excluded
covenants, representations and warranties shall be indemnified to the Rick’s
Indemnified Parties dollar for dollar.
(ii) The
maximum aggregate liability of the Seller and Xxxx for any claim arising from
or
relating to this Agreement or the transactions contemplated hereby, whether
asserted as breach of contract, tort, violation of statute or otherwise,
irrespective of the theory or basis of such claim, shall not exceed the Purchase
Price.
ARTICLE
IX
MISCELLANEOUS
Section
9.1 Amendment;
Waiver. Neither this Agreement nor any provision hereof may be
amended, modified or supplemented unless in writing, executed by all the parties
hereto. Except as otherwise expressly provided herein, no waiver with
respect to this Agreement shall be enforceable unless in writing and signed
by
the party against whom enforcement is sought. Except as otherwise
expressly provided herein, no failure to exercise, delay in exercising, or
single or partial exercise of any right, power or remedy by any party, and
no
course of dealing between or among any of the parties, shall constitute a waiver
of, or shall preclude any other or further exercise of, any right, power or
remedy.
Section
9.2 Notices. Any
notices or other communications required or permitted hereunder shall be
sufficiently given if in writing and delivered in Person, transmitted by
facsimile transmission (fax) or sent by registered or certified mail (return
receipt requested) or recognized overnight delivery service, postage pre-paid,
addressed as follows, or to such other address has such party may notify to
the
other parties in writing:
|
(a)
|
if
to the Seller
|
|
|
or
Xxxx:
|
BLP
Holdings, LLC
|
|
|
Attn: Xxxxx
Xxxx
|
||
|
0000
Xxxxxxxxxx Xxxxx
|
||
|
Xxxxxx
Xxxxx, Xxxxx 00000
|
||
|
with
a copy to:
|
Xxxxxx
X. Xxxxxxx
|
|
|
Xxxxxx
Xxxxx Xxxxxxx & Xxxxxxx, LLP.
|
||
|
000
Xxxx Xxxxxx
|
||
|
Xxxx
Xxxxx, Xxxxx 00000
|
Stock
Purchase Agreement - Page 18
|
(b)
|
if
to the Company:
|
WKC,
Inc.
|
|
Attn:
Xxxxx X. Xxxx
|
||
|
0000
Xxxxxxxxxx Xxxxx
|
||
|
Xxxxxx
Xxxxx, Xxxxx 00000
|
||
|
(c)
|
if
to Rick’s:
|
Xxxx
Xxxxxx, President/CEO
|
|
00000
Xxxxxx Xxxx
|
||
|
Xxxxxxx,
Xxxxx 00000
|
||
|
with
a copy to:
|
Xxxxxx
X. Xxxxxxx
|
|
|
Xxxxxxx,
Xxxxx & Xxxxxxxxx
|
||
|
0000
Xxxxxxxx Xxxxx, Xxxxx 000
|
||
|
Xxxxxxx,
Xxxxx 00000
|
A
notice
or communication will be effective (i) if delivered in Person or by overnight
courier, on the business day it is delivered, (ii) if transmitted by telecopier,
on the business day of actual confirmed receipt by the addressee thereof, and
(iii) if sent by registered or certified mail, three (3) business days after
dispatch.
Section
9.3 Severability. Whenever
possible, each provision of this Agreement shall be interpreted in such manner
as to be effective and valid under applicable law, but if any provision of
this
Agreement is held to be prohibited by or invalid under applicable law, such
provision will be ineffective only to the extent of such prohibition or
invalidity, without invalidating the remainder of this Agreement.
Section
9.4 Assignment;Successors
and Assigns. Except as otherwise provided herein, the provisions
hereof shall inure to the benefit of, and be binding upon, the successors and
permitted assigns of the parties hereto. No party hereto may assign
its rights or delegate its obligations under this Agreement without the prior
written consent of the other parties hereto, which consent will not be
unreasonably withheld.
Section
9.5 Survival of
Representations, Warranties and Covenants. All representations and
warranties made in, pursuant to or in connection with this Agreement shall
survive the execution and delivery of this Agreement for a period of two
years.
Section
9.6 Public
Announcements. The parties hereto agree that prior to
making any public announcement or statement with respect to the transactions
contemplated by this Agreement, the party desiring to make such public
announcement or statement shall consult with the other parties hereto and
exercise their best efforts to agree upon the text of a public announcement
or
statement to be made by the party desiring to make such public announcement;
provided, however, that if any party hereto is required by law to make such
public announcement or statement, then such announcement or statement may be
made without the approval of the other parties.
Stock
Purchase Agreement - Page 19
Section
9.7 Entire
Agreement. This Agreement and the other documents delivered
pursuant hereto constitute the full and entire understanding and agreement
between the parties with regard to the subject matter hereof and thereof and
supersede and cancel all prior representations, alleged warranties, statements,
negotiations, undertakings, letters, acceptances, understandings, contracts
and
communications, whether verbal or written among the parties hereto and thereto
or their respective agents with respect to or in connection with the subject
matter hereof.
Section
9.8 Choice of
Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Texas, without regard to principles
of
conflict of laws. .
Section
9.9 Execution. This
Agreement may be executed in two or more counterparts, all of which when taken
together shall be considered one and the same agreement and shall become
effective when counterparts have been signed by each party and delivered to
the
other party, it being understood that both parties need not sign the same
counterpart. In the event that any signature is delivered by
facsimile transmission or by e-mail delivery of a “.pdf” format data file, such
signature shall create a valid and binding obligation of the party executing
(or
on whose behalf such signature is executed) with the same force and effect
as if
such facsimile or “.pdf” signature page were an original thereof.
Section
9.10 Costs and
Expenses. Each party shall pay their own respective fees,
costs and disbursements incurred in connection with this Agreement.
Section
9.11 Section
Headings. The section and subsection headings in this Agreement
are used solely for convenience of reference, do not constitute a part of this
Agreement, and shall not affect its interpretation.
Section
9.12 No Third-Party
Beneficiaries. Nothing in this Agreement will confer any third
party beneficiary or other rights upon any person (specifically including any
employees of The Company) or any entity that is not a party to this
Agreement.
Section
9.13 Validity. The
invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provisions of this Agreement,
which shall remain in full force and effect.
Section
9.14 Further
Assurances. Each party covenants that at any time, and from time
to time, after the Closing Date, it will execute such additional instruments
and
take such actions as may be reasonably be requested by the other parties to
confirm or perfect or otherwise to carry out the intent and purposes of this
Agreement.
Stock
Purchase Agreement - Page 20
Section
9.15 Exhibits Not
Attached. Any exhibits not attached hereto on the date of
execution of this Agreement shall be deemed to be and shall become a part of
this Agreement as if executed on the date hereof upon each of the parties
initialing and dating each such exhibit, upon their respective acceptance of
its
terms, conditions and/or form.
[[SIGNATURES
ON FOLLOWING PAGE]]
Stock
Purchase Agreement - Page 21
IN
WITNESS WHEREOF, the undersigned have executed this Stock Purchase Agreement
to
become effective as of the date first set forth above.
| RICK’S CABARET INTERNATIONAL, INC. | ||
| /s/ Xxxx Xxxxxx | ||
| By: Xxxx Xxxxxx, President/CEO | ||
|
Date:
|
April 23, 2007 | |
| BLP HOLDINGS, LLC | ||
| /s/ Xxxxx X. Xxxx | ||
| By: Xxxxx X. Xxxx, Manager | ||
|
Date:
|
April 23, 2007 | |
| WKC, INC. | ||
| /s/ Xxxxx Xxxx | ||
| By: Xxxxx Xxxx, President | ||
|
Date:
|
April 23, 2007 | |
| XXXXX XXXX | ||
| /s/ Xxxxx Xxxx | ||
| Xxxxx Xxxx, Individually and | ||
| Sole Member and Sole Manager of. | ||
| BLP Holdings, LLC | ||
Stock
Purchase Agreement - Page 22
