0001144204-12-002760 Sample Contracts

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • January 18th, 2012 • Ricks Cabaret International Inc • Retail-eating & drinking places • Texas

This Stock Purchase Agreement (the “Agreement”) is made and entered into this 11th day of January, 2012, by and among Green Star, Inc., a Texas corporation (“Green Star”), Fine Dining Club, Inc., a Texas corporation (“Fine Dining”), (Green Star and Fine Dining are collectively referred to as the “Companies”), Thanasi Mantas, an individual (the “Seller”), Adelphi Group Ltd., a Texas limited Partnership (“Adelphi”), PNYX Limited Partnership, a Texas limited partnership (“PNYX”), RCI Dining Services (Stemmons), Inc., a Texas corporation (“RCI Stemmons”), RCI Dining Services (Stemmons 2), Inc., a Texas corporation (“RCI Dining,” and collectively with RCI Stemmons, the “Purchasers”) and RCI Holdings, Inc., a Texas corporation (“RCI Holdings”). The Companies, Seller, Purchasers, Adelphi, PNYX and RCI Holdings are sometimes hereinafter collectively referred to as the “Parties”.

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NON-COMPETITION AGREEMENT
Non-Competition Agreement • January 18th, 2012 • Ricks Cabaret International Inc • Retail-eating & drinking places • Texas

This Non-Competition Agreement dated January 17, 2012 (the "Non-Competition Agreement") is by and among RCI Dining Services (Stemmons), Inc., a Texas corporation (“RCI Stemmons”), RCI Dining Services (Stemmons 2), Inc., a Texas corporation (“RCI Dining”), and Thanasi Mantas, an individual (“Mantas”).

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • January 18th, 2012 • Ricks Cabaret International Inc • Retail-eating & drinking places • Texas

This Stock Purchase Agreement (the “Agreement”) is made and entered into this 11th day of January, 2012, by and among Blue Star Entertainment, Inc., a Texas corporation (hereinafter referred to as “Blue Star” or “Company”), Thanasi Mantas, an individual (the “Seller”), PNYX Limited Partnership, a Texas limited partnership (“PNYX”), RCI Dining Services (Inwood), Inc. (“RCI Inwood” or the “Purchaser”) and RCI Holdings, Inc., a Texas corporation (“RCI Holdings”). The Company, Seller, Purchaser, PNYX and RCI Holdings are sometimes hereinafter collectively referred to as the “Parties”.

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