270 Legal [Sample Agreements]

PURCHASE AGREEMENT

This Purchase Agreement (the “Agreement”) is made and entered into this 17 day of October, 2007, by and among TEZ Real Estate, LP, a Pennsylvania limited partnership (the “Partnership”), TEZ Management, LLC, a Pennsylvania limited liability company (the “General Partner”), The End Zone, Inc., a Pennsylvania corporation (the “Company”), Vincent Piazza (“Piazza” or the “Shareholder”), the Piazza Family Limited Partnership, a Pennsylvania limited partnership (the “Piazza Family Partnership”), RCI Entertainment (Philadelphia), Inc., a Pennsylvania corporation (the “Purchaser”), Rick’s Cabaret International, Inc., a Texas corporation (“Rick’s”), and RCI Holdings, Inc., a Texas corporation (“RCI”).

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Section 1.4 Right of Shareholder to “Put” Shares.

(a) On or after one (1) year from the date of Closing, the Shareholder shall have the right, but not the obligation, to have Rick’s purchase from the Shareholder 10,000 of the Rick’s Shares per month (the “Monthly Shares”) calculated at a price per share equal to $10.00 per share (“Value of the Rick’s Shares”) until the Shareholder has received an aggregate of $2,250,000 from (i) the sale of the Rick’s Shares, regardless of whether sold to Rick’s, sold in the open market or in a private transaction or otherwise and (ii) the payment of any Deficiency (as hereinafter defined) by Rick’s. Shareholder shall notify Rick’s during any given month of its election to “Put” the Monthly Shares to Rick’s during that particular month and Rick’s shall have three (3) business days to elect to buy the Monthly Shares or instruct the Shareholder to sell the Monthly Shares in the open market. At Rick’s election, during any given month, it may either buy the Monthly Shares or, if Rick’s elects not to buy the Monthly Shares from Shareholder, then Shareholder shall sell the Monthly Shares in the open market and any deficiency between the amount which Shareholder receives from the sale of the Monthly Shares and the Value of the Rick’s Shares (the “Deficiency”) shall be paid by Rick’s within three (3) business days after receipt of written notice from the Shareholder of the sale of the Monthly Shares which shall provide the written sales confirmation and the amount of the Deficiency. Rick’s obligation under this Section 1.4(a) to purchase the Monthly Shares from Shareholder shall terminate and cease at such time as Shareholder has received an aggregate amount of $2,250,000 from (i) the sale of the Rick’s Shares, regardless of whether sold to Rick’s, sold in the open market or in a private transaction or otherwise, and (ii) the payments of any Deficiency by Rick’s. Shareholder agrees to provide monthly statements to Rick’s as to the total number of Rick’s Shares which Shareholder sold and the amount of proceeds derived therefrom. Except as set forth in Section 1.4(b) below, nothing contained in this Section 1.4(a) shall limit or preclude Shareholder from selling the Rick’s Shares in the open market or require Shareholder to “Put” the Rick’s Shares to Rick’s during any given month.
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