RICK 8-K
Rci Hospitality Holdings, Inc. (RICK)
8-K
2025-11-25
For: 2025-11-21
View Original
Added on
April 10, 2026
United States
Securities and Exchange Commission
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 21, 2025
(Exact Name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of Principal Executive Offices, Including Zip Code)
(281 ) 397-6730
(Issuer’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On November 21, 2025, RCI Hospitality Holdings, Inc. (“we,” “us” and “our”) entered into a Stock Repurchase Agreement (the “Purchase Agreement”) with ADW Capital Partners, L.P., a Delaware limited partnership (the “Seller”), ADW Capital Management, LLC, a Delaware limited liability company (“ADWLLC”), and Adam D. Wyden, an individual (“Wyden”). ADWLLC is the general partner and the investment manager of Seller, and Wyden is the sole manager of ADWLLC. The Purchase Agreement includes a Stock Transfer Agreement by and between the same parties, which is an exhibit thereto. Under the Purchase Agreement, we purchased 821,000 shares of common stock from the Seller, for a total purchase price of $30,000,000, paid $8,000,000 in cash by wire transfer to Seller, and $22,000,000.00 pursuant to a two-year unsecured promissory note (the “Promissory Note”).
The Promissory Note bears interest at the rate of 12% per annum and is payable in 23 equal monthly payments of principal and interest of $1,000,000, with a final lump sum payment of principal and accrued interest due and payable on November 21, 2027. The Promissory Note provides further that in the event we or any of our subsidiaries sells either (i) a real property asset or (ii) an operating subsidiary (including the sale of the securities of such subsidiary or the underlying assets of such subsidiary), we must pay to the holder as a prepayment of principal, 50% of any net cash received at the closing of such sale. Additionally, in the event there is a merger or change of control or similar transaction, we must pay to the holder the full amount of the outstanding principal balance and any interest due and outstanding under the Promissory Note.
In connection with the transaction described above, Centennial Bank consented to the additional indebtedness under the Promissory Note and agreed to a temporary adjustment of the debt service coverage requirement under RCI Holding, Inc.’s existing loan agreements. Specifically, the debt service coverage ratio requirement was reduced from 1.40X to 1.25X through and until June 30, 2026. Thereafter, the debt service coverage ratio requirement will revert to 1.40X.
A copy of the Promissory Note and Purchase Agreement are filed hereto as Exhibit 4.1 and 10.1, respectively, and are each incorporated herein by reference.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
Reference is made to the disclosure regarding the Promissory Note, as set forth above under Item 1.01 of this current report, which disclosure is incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
| Exhibit Number | Description | |||||||
| 4.1 | ||||||||
| 10.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
RCI HOSPITALITY HOLDINGS, INC. | ||||||||
| Date: November 24, 2025 | By: | /s/ Eric Langan | ||||||
| Eric Langan | ||||||||
| President and Chief Executive Officer | ||||||||
3
THIS 12% UNSECURED PROMISSORY NOTE (THE “12% PROMISSORY NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“ACT”), OR THE SECURITIES LAWS OF ANY STATE. THIS 12% PROMISSORY NOTE MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT REGISTRATION UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR DELIVERY TO RCI HOSPITALITY HOLDINGS, INC. OF AN OPINION OF LEGAL COUNSEL SATISFACTORY TO RCI HOSPITALITY HOLDINGS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR ANY APPLICABLE STATE SECURITIES LAWS.
Original Issue Date: November 21, 2025
Original Principal Amount: $22,000,000.00
12% UNSECURED PROMISSORY NOTE
FOR VALUE RECEIVED, RCI HOSPITALITY HOLDINGS, INC., a Texas corporation, having its principal place of business at 10737 Cutten Road, Houston, Texas 77066 (the “Company” or the “Maker”) promises to pay to the order of ADW Capital Partners, L.P., a Delaware limited partnership, or its registered assigns (the “Holder”), the principal sum of $22,000,000.00 (the “Original Principal Amount”) on such date as set forth in this 12% Unsecured Promissory Note (the “12% Promissory Note”) is required or permitted to be repaid as provided hereunder, whether by acceleration or otherwise, and to pay interest (computed on the basis of a 360 day year) on the unpaid principal balance of this 12% Promissory Note, from and after the date hereof until maturity, at the rate of 12% per annum.
This 12% Promissory Note is an unsecured obligation of the Company and is subject to the following additional provisions:
1. Terms of this 12% Promissory Note.
1.1 Principal and Interest Payments. The Company shall pay to the Holder, in good funds, the Original Principal Amount and interest on this 12% Promissory Note in 23 equal monthly payments of principal and interest, in the amount of $1,000,000.00, payable in arrears, with the initial payment of principal and interest being due and payable on December 21, 2025, with each succeeding monthly payment being due and payable on the like day of each calendar month thereafter until November 21, 2027 (the “Maturity Date”), on which date the final payment of principal and accrued interest under this 12% Promissory Note will be due and payable in one lump sum payment. Notwithstanding the foregoing, (x) in the event the Company or any of its subsidiaries sells either (i) a real property asset or (ii) an operating subsidiary (including the sale of the securities of such subsidiary or the underlying assets of such subsidiary), the Company shall pay to the Holder as a prepayment of principal due under this 12% Promissory Note, 50% of any net cash received at the closing of such sale; or (y) in the event of any merger or change of control or similar transaction of the Company (including the sale of the securities of the Company or the direct or indirect sale of substantially all of the assets of the Company) the Company shall pay to the Holder the full amount of the outstanding principal balance and any interest due and outstanding under this 12% Promissory Note.
1.2 Payments. Payment of any sums due to the Holder under the terms of this 12% Promissory Note shall be made in United States Dollars by wire transfer as set forth herein. Payment shall be made at the address last appearing on the records of the Company as designated in writing by the Holder hereof from time to time. If any payment hereunder would otherwise become due and payable on a day on which banks are closed or permitted to be closed in Houston, Texas, such payment shall become due and payable on the next succeeding day on which banks are open and not permitted to be closed in Houston, Texas ("Business Day"). The forwarding of such funds shall constitute a payment of outstanding principal and/or interest hereunder and shall satisfy and discharge the liability for principal and/or interest on this 12% Promissory Note to the extent of the sum represented by such payment.
1.3 Prepayment. This 12% Promissory Note may be prepaid by the Company, in whole or in part, at any time without the prior consent of the Holder.
1.4 Waivers. Except as otherwise provided in this 12% Promissory Note, Maker waives presentment, demand, protest and notice of every kind whatsoever. Any waiver or failure to insist upon strict compliance with any obligation, covenant, agreement or condition of this 12% Promissory Note will not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Any waiver of any provision of this 12% Promissory Note shall be made pursuant to the provisions of Section 3.2.
1.5 Conformance with Laws. Notwithstanding any other term of this 12% Promissory Note to the contrary, it is the intention of the Maker and the Holder to conform strictly to any applicable usury laws. Accordingly, if the Holder contracts for, charges or receives any consideration that constitutes interest in excess of the maximum rate permitted by applicable law (the “Maximum Rate”), then such excess will be canceled automatically and if previously paid will, at the Holder’s option, be applied to the outstanding principal amount under this 12% Promissory Note or refunded to the Maker. In determining whether any interest exceeds the Maximum Rate, such interest will, to the extent permitted by applicable law, be amortized, prorated, allocated and spread in equal parts throughout the term of this 12% Promissory Note. All agreements made in this 12% Promissory Note are expressly limited so that in no event whatsoever, whether by reason of advancement of the proceeds of this 12% Promissory Note, acceleration of maturity of the unpaid balance of this 12% Promissory Note or otherwise, will the amount paid or agreed to be paid to the Holder for the use of the money advanced or to be advanced under this 12% Promissory Note exceed an amount calculated at the Maximum Rate. If any circumstances whatsoever, including the fulfillment of any provision of this 12% Promissory Note or any other agreement or instrument now or hereafter evidencing, securing or in any way relating to the indebtedness evidenced by this 12% Promissory Note, will involve the payment of interest in excess of an amount calculated at the Maximum Rate, then, ipso facto, the obligation to pay interest under this 12% Promissory Note will be reduced to such amount. This Section 1.5 will control every other provision in any and all other agreements and instruments existing or hereafter arising between the Maker and the Holder with respect to the indebtedness evidenced by this 12% Promissory Note.
2. Events of Default, Security and Remedies.
2.1 DEFAULT. Each of the following constitutes an event of default (“Event of Default”) under this 12% Promissory Note:
12% Unsecured Promissory Note – Page 2
(a) Maker fails to make any principal or interest payment when due under this 12% Promissory Note;
(b) Any representation or warranty made or deemed made by Maker in this 12% Promissory Note or in any certificate, report, notice, or statement furnished at any time in connection with this 12% Promissory Note is false or misleading in any material respect on the date when made or deemed to have been made;
(c) Except as otherwise set forth herein, Maker shall fail to perform, observe, or comply with any covenant, agreement or term contained in this 12% Promissory Note;
(d) Maker shall commence a voluntary proceeding seeking liquidation, reorganization, dissolution or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it or a substantial part of its property or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it or shall make a general assignment for the benefit of creditors or shall take any corporate action to authorize any of the foregoing;
(e) An involuntary proceeding shall be commenced against Maker seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or a substantial part of its property, and such involuntary proceeding shall remain undismissed and unstayed for a period of 60 days after commencement; or
(f) The declaration of an event of default under any other note obligation of the Company of $2,000,000 or more, which default is not cured within any applicable grace period.
2.2 Cure Provisions.
(a) In the event of a default in payment as set forth in Section 2.1(a), such default may be cured if Maker cures the default within 14 days after the due date of any such payment.
(b)Except with respect to a default under Section 2.1(d) or Section 2.1(e) or a default in payment under Section 2.1(a) that is subject to the cure periods provided in Section 2.2(a) above, if any other default is curable, it may be cured if Maker, after receiving written notice from Holder demanding cure of such default: (i) cures the default within 20 Business Days; or (ii) if the cure requires more than 20 Business Days, immediately initiates steps which Holder deems in Holder’s
12% Unsecured Promissory Note – Page 3
discretion to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical but in no event later than forty-five (45) Business Days.
1.3Default Interest. Maker agrees that if Maker shall default in the payment of any payment required hereunder, whether payment of principal or interest, the Maker promises to pay, on demand, interest on any such unpaid amounts, from the date the payment is due to the date of actual payment, at the rate (the “Default Rate”) of the lesser of (i) 15% per annum; and (ii) the maximum nonusurious rate permitted by applicable law.
2.4 Remedies. In case any one or more of the Events of Default specified in Section 2.1 has occurred, Holder will have the right to accelerate payment of the entire principal of, and all interest accrued on, this 12% Promissory Note, and, upon such acceleration, this 12% Promissory Note will thereupon become due and payable, without any presentment, demand, protest or other notice of any kind, all of which are expressly waived, and the Maker will forthwith pay to the Holder the entire outstanding principal of, and interest accrued on, this 12% Promissory Note. If an Event of Default specified in Section 2.1(d) above occurs with respect to the Maker, all principal and accrued and unpaid interest thereon will be immediately due and payable on the 12% Promissory Note without any declaration or other act on the part of the Holder. The Holder may rescind such acceleration if the existing Event of Default has been cured or waived.
2.5 Attorney’s Fees; Expenses. Holder may hire an attorney to help collect this 12% Promissory Note if Maker does not pay, and Maker will pay all costs and expenses, including without limitation, reasonable attorney’s fees, which may be incurred by the Holder in collecting any amount due under this 12% Promissory Note.
3. Miscellaneous.
3.1 Governing Law; Consent to Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this 12% Promissory Note shall be governed by and construed and enforced in accordance with the internal laws of the State of Texas, without regard to the principles of conflict of laws thereof. Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense of the 12% Promissory Note (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced in the state or federal courts sitting in Harris County, Texas (the “Harris County Courts”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the Harris County Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such Harris County Courts, or that such Harris County Courts are improper or inconvenient venue for such proceeding.
3.2 Amendment and Waiver. Any waiver or amendment to this 12% Promissory Note shall be in writing signed by the Holder and the Maker. No failure on the part of the Holder
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to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by the Holder of any right hereunder preclude any other or further exercise thereof or the exercise of any other rights. The remedies herein provided are cumulative and not exclusive of any other remedies provided by law.
3.3 Notices. Any notice, consent, or other communication required or permitted to be given under this 12% Promissory Note to the Maker or the Holder shall be in writing and shall be deemed to have been duly given if delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid, or nationally recognized overnight air courier guaranteeing next day delivery as follows:
(a)If to Holder: ADW Capital Partners, L.P.
Attn: Adam Wyden
6431 Allison Road
Miami Beach, Florida 33141
(b) If to Maker: RCI Hospitality Holdings, Inc.
Attn: Eric Langan, President/CEO
10737 Cutten Road
Houston, Texas 77066
Any such notice, consent, or other communication shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; three Business Days after being deposited in the mail, postage prepaid, sent certified mail, return receipt requested, if mailed; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next Business Day delivery. If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.
3.4 Listing of Registered Holder of Note. This 12% Promissory Note will be registered as to the Original Principal Amount in the Holder’s name on the books of the Company at its principal office in Houston, Texas (the “Note Register”), after which no transfer hereof shall be valid unless made on the Company’s books at the office of the Company, by the Holder hereof, in person, or by attorney duly authorized in writing, and similarly noted hereon.
3.5 Registered Holder Not Deemed a Stockholder. No Holder, as such, of this 12% Promissory Note shall be entitled to vote or receive dividends or be deemed the holder of shares of the Company for any purpose, nor shall anything contained in this 12% Promissory Note be construed to confer upon the Holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise.
3.6 Restrictions Against Transfer or Assignment. This 12% Promissory Note may not be sold, transferred, assigned, pledged, hypothecated or otherwise disposed of by the registered Holder hereof, in whole or in part, unless and until either (i) the 12% Promissory Note has been duly and effectively registered for resale under the Act and under any then applicable state securities laws; or (ii) the registered Holder delivers to the Company a written opinion
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acceptable to its counsel that an exemption from such registration requirements is then available with respect to any such proposed sale or disposition. The Company has the right, acting in good faith, to approve or disapprove such transfer, which shall not be unreasonably withheld, conditioned or delayed. Any transfer otherwise permissible hereunder shall be made only at the principal office of the Company upon surrender of this 12% Promissory Note for cancellation and upon the payment of any transfer tax or other government charge connected therewith, if any, and upon any such transfer a new 12% Promissory Note will be issued to the transferee in exchange therefor. The transferee of this 12% Promissory Note shall be bound by the provisions hereof. The register of the transfer of this 12% Promissory Note shall occur upon the delivery of this 12% Promissory Note, endorsed by the registered Holder or his duly authorized attorney, signature guaranteed, to the Company or its transfer agent. Each 12% Promissory Note instrument issued upon the transfer of this 12% Promissory Note shall have the restrictive legend contained herein conspicuously imprinted on it.
3.7 Entire Agreement. This 12% Promissory Note constitutes the entire agreement of the Maker and the Holder with respect to the subject matter contained in this 12% Promissory Note and supersedes all prior agreements and undertakings between the Maker and the Holder with respect to the transactions contemplated hereby. There are no restrictions, promises, representations, warranties, covenants or undertakings, other than those expressly provided for in this 12% Promissory Note.
3.8 Severability. If any term, provision, covenant, agreement or restriction of this 12% Promissory Note is held by a court of competent jurisdiction to be invalid, void or unenforceable, then the remainder of the terms, provisions, covenants, agreements and restrictions of this 12% Promissory Note will continue in full force and effect and will in no way be affected, impaired or invalidated.
[SIGNATURE ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, RCI Hospitality Holdings, Inc. has caused this 12% Unsecured Promissory Note to be duly executed in its corporate name by the manual signature of its President.
MAKER:
RCI Hospitality Holdings, Inc.,
a Texas Corporation
By:/s/ Eric Langan
Eric Langan, President
12% Unsecured Promissory Note – Page 7
STOCK REPURCHASE AGREEMENT
This Stock Repurchase Agreement (the “Agreement”), with an effective date as of the first date on which all Parties (as hereinafter defined) have executed this Agreement (the “Effective Date”), is executed among RCI Hospitality Holdings, Inc., a Texas corporation (“RCIH”), and ADW Capital Partners, L.P., a Delaware limited partnership (the “Seller”), ADW Capital Management, LLC, a Delaware limited liability company (“ADWLLC”), and Adam D. Wyden, an individual (“Wyden” and, collectively with ADWLLC and Seller, the “ADW Parties”). RCIH, Seller, and the ADW Parties are sometimes collectively referred to hereinafter as the “Parties.”
RECITALS
WHEREAS, ADWLLC is the general partner and the investment manager of Seller, and Wyden is the sole manager of ADWLLC;
WHEREAS, Seller is the direct beneficial and/or of record owner of 821,000 shares of common stock of RCIH (the “Stock”);
WHEREAS, RCIH and the Seller have been in discussions, from time to time, of the possible repurchase by RCIH of all of the common stock owned by Seller;
WHEREAS, RCIH and the Seller have reached an agreement for RCIH to purchase and Seller to sell 100% of the Stock.
NOW, THEREFORE, FOR AND IN CONSIDERATION of the mutual promises, covenants and agreements hereinafter set forth, and other good and valuable consideration hereinafter set forth, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby covenant and agree as follows:
AGREEMENT
1. Recitals. The recitals to this Agreement are hereby incorporated herein.
2. Transfer of the Stock.
(a)Subject to the terms and conditions set forth in this Agreement as well as the Stock Transfer Agreement and the Promissory Note attached to this Agreement as Exhibit “A” and Exhibit “B”, respectively, Seller hereby agrees to sell, transfer, convey and deliver to RCIH all of the Stock on the Effective Date of this Agreement, and Seller represents and warrants that Seller owns and has legal title and beneficial rights to the Stock, free and clear of all claims and encumbrances and that after such conveyance Seller will not retain or own, beneficially or of record, directly or indirectly, any interest in the Stock as of the Effective Date of this Agreement.
(b)Each of the ADW Parties represents and warrants that Seller is transferring 100% of the Stock and retains no other interest in RCIH.
(c) The Parties agree to execute such further and additional documents and instruments and take such actions as are necessary or reasonably requested by other parties to
effect the provisions of this Agreement, including, without limitation, the Stock Transfer Agreement attached to this Agreement as Exhibit “A”, which shall be executed at the time this Agreement is executed.
3. Payments to Seller.
RCIH shall pay directly to Seller total consideration for the Stock of $30,000,000.00 (the “Purchase Price”), which shall be payable on the Effective Date as follows:
(i) $8,000,000 payable by wire transfer to Seller; and
(ii) $22,000,000.00 pursuant to a two-year promissory note (the “Promissory Note”) which Promissory Note is attached hereto as Exhibit B, the terms and conditions of which are incorporated herein.
4. Release by ADW Parties. Each of the ADW Parties hereby releases, acquits and forever discharges RCIH, and any and all of RCIH’s current and former officers, directors, shareholders, and their agents, partners, shareholders, associates, attorneys, Affiliates (as defined below), subsidiaries, and related entities, and all of their Affiliated, sponsored, and/or related entities, and anyone connected to such entities, including without limitation all of their respective current or former partners, shareholders, owners, members, directors, principals, officers, managers, agents, employees, attorneys, and any individuals connected with such entities, and their respective successors and assigns (the “RCIH-Related Entities or Persons”) from any and all claims any of the ADW Parties may have, whether known or unknown, arising out of the relationship, interactions, or dealings, whether direct or indirect, of the ADW Parties with RCIH or the RCIH-Related Entities or Persons and/or Seller’s stock ownership in RCIH at any time on or before the Effective Date of the Agreement, including without limitation, any liability or damages for any claim and/or cause of action sounding in fraud, fraudulent nondisclosure, fraudulent concealment, fraudulent misrepresentation, fraudulent inducement, negligence, negligent inducement, negligent concealment, negligent misrepresentation, breach of contract, breach of fiduciary duty, tortious interference with contract, tortious interference with business relations, defamation, business disparagement, unjust enrichment, quantum meruit, conversion, conspiracy, estoppel, intentional infliction of emotional distress, and any cause of action in which reliance is an element of proof. Each of the ADW Parties represents and warrants that it has not relied upon any information from RCIH or the RCIH-Related Entities or Persons in deciding to enter this Agreement. The ADW Parties’ release of RCIH and the RCIH-Related Entities or Persons is intended to have the broadest terms and be a release that operates to the greatest extent allowed by law and equity, provided, however, that nothing contained herein shall release RCIH with respect to the terms and conditions of this Agreement and all exhibits thereto (collectively, the “Transaction Documents”).
5. Release by RCIH. RCIH hereby releases, acquits and forever discharges each of the ADW Parties and any and all of the ADW Parties’ current and former agents, partners, associates, attorneys, trustees, employers, Affiliates, subsidiaries, and related entities, and anyone connected to such entities, including without limitation all of their respective current or former partners, shareholders, owners, members, directors, principals, officers, managers, agents, employees, employers and attorneys, and their respective successors and assigns (the “ADW-
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Related Entities or Persons”) from any and all claims RCIH may have, whether known or unknown, arising out of RCIH’s relationship, interactions, or dealings, whether direct or indirect, with the ADW Parties or the ADW-Related Entities or Persons and/or Seller’s stock ownership in RCIH at any time on or before the Effective Date of the Agreement, including without limitation any liability or damages for any claim and/or cause of action sounding in fraud, fraudulent nondisclosure, fraudulent concealment, fraudulent misrepresentation, fraudulent inducement, negligence, negligent inducement, negligent concealment, negligent misrepresentation, breach of contract, breach of fiduciary duty, tortious interference with contract, tortious interference with business relations, defamation, business disparagement, unjust enrichment, quantum meruit, conversion, conspiracy, estoppel, intentional infliction of emotional distress, and any cause of action in which reliance is an element of proof. RCIH represents and warrants that it has not relied upon any information from the ADW Parties or the ADW-Related Entities or Persons in deciding to enter this Agreement. RCIH’s release of the ADW Parties and the ADW-Related Entities or Persons is intended to have the broadest terms and be a release that operates to the greatest extent allowed by law and equity, provided, however, that nothing contained herein shall release the ADW Parties with respect to the terms and conditions of the Transaction Documents.
6. Attorney’s Fees. The prevailing party in any legal proceeding arising out of or relating in
any way to this Agreement shall be entitled to recover his, her, or its reasonable legal fees and
court costs in addition to any other available legal or equitable remedies.
any way to this Agreement shall be entitled to recover his, her, or its reasonable legal fees and
court costs in addition to any other available legal or equitable remedies.
7. Further Agreements and Big Boy Representations.
(a)All Parties to this Agreement hereby represent and warrant to the other that as a material part of this Agreement, they have carefully read the Agreement and they have carefully reviewed and investigated all documents, facts, and other information which they have deemed necessary for each of them to make its own decision to enter into this Agreement, and before executing this Agreement, such party became fully informed of the terms, contents, conditions, and effect of this Agreement.
(b)As a direct result of the Parties' past experiences leading to the entry of this Agreement, prior to entering into this Agreement, each and all of the Parties represent and warrant to the other that they exercised a heightened degree of care to ensure that the Agreement was in their individual best interests, and each desires to enter into the Agreement and agrees to be bound to each and every term in the Agreement.
(c)Each party to this Agreement represents and warrants to the other that it has not relied upon any written or oral representation, statement or communication made by any other party, person, or entity in deciding to enter this Agreement. Instead, each party to this Agreement has relied solely upon their own independent investigation in deciding to enter this Agreement.
(d)Each of the ADW Parties represents and warrants to RCIH that it did not rely upon any information or representations from RCIH or any RCIH-Related Entities or Persons for any decision relating to the value of the Stock, or for any other information used in making the decision to enter into this Agreement.
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(e)Each of the Parties specifically represents that it has been represented by counsel throughout negotiations, and each of the Parties has relied upon its own counsel and its own business acumen in regard to the decision to enter into the applicable portions of this Agreement and all exhibits thereto (collectively, the “Transaction Documents”), including the decision to sell the Stock, and in arriving at the value of said sale of the Stock. Further, each of the Parties represents and warrants to the other that they have consulted with their attorneys regarding such documents, before signing the applicable Transaction Documents; they employed each and every expert and consultant they considered necessary to advise them in regard to their decision of whether to enter into the applicable Transaction Documents; and they each conducted what they consider to be sufficient, independent, complete examination of everything each of them determined necessary to make their decision to enter into the applicable Transaction Documents.
(f)Further, each of the Parties represent and warrant to the other that there is a risk that after the execution of this Agreement it could discover or incur claims or suffer damages that were unknown or unanticipated as of the signing of this Agreement, including but not limited to, unknown or unanticipated claims that arise from, are based upon, or are related in whole or in part to the claims asserted or alleged prior to entry of the Agreement, that, had such matters been known or more fully understood prior to the signing of this Agreement, those matters may have materially affected such party’s decision to execute this Agreement. Each of the Parties expressly assumes the risk associated with such unknown and unanticipated claims, and represents and warrants to the other that this Agreement and the releases provided by this Agreement apply to all such unknown or unanticipated potential claims and damages, except for any claims for money damages as a result of a breach or default of the Transaction Documents. Specifically, each of the ADW Parties expressly represents and warrants that it has knowingly and voluntarily assumed the risk that the value of the Stock may increase or decrease, and RCIH and/or the RCIH-Related Entities or Persons did not in any way induce it to sell the Stock or otherwise enter into this Agreement by making any representation to any of the ADW Parties regarding the value of the Stock. Each of the ADW Parties represents and warrants that it has not received from RCIH or any of the RCIH-Related Entities or Persons any due diligence items or documents, and that any such items or documents may have contained information that could have significantly impacted the decision to enter into this Agreement and/or each of the ADW Parties’ decision to sell the Stock and/or the amount of consideration that the ADW Parties would have demanded for such sale. Each of the ADW Parties specifically waives any right to review such items and documents and have freely and voluntarily decided to sell the Stock without first reviewing the same.
(g)Each of the ADW Parties acknowledges that it is a sophisticated investor engaged in the business of assessing and assuming investment risks with respect to securities, including securities such as the Stock, and further acknowledges that RCIH is entering into this Agreement with each of the ADW Parties in reliance on this acknowledgment and with each of the ADW Parties’ understanding, acknowledgment and agreement that RCIH may be or is privy to material non-public information regarding RCIH (collectively, the “Non-Public Information”), which Non-Public Information may be material to a reasonable investor, such as the ADW Parties, when making investment disposition decisions, including the decision to enter into this Agreement, and each of the ADW Parties’ decisions to enter into this Agreement is being made with full recognition and acknowledgment that RCIH may be or is privy to the Non-Public
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Information, irrespective of whether such Non-Public Information has been provided to any of the ADW Parties. Each of the ADW Parties hereby waives any claim(s), or potential claim(s), any of the ADW Parties has or may have against RCIH and the RCIH-Related Entities or Persons relating to RCIH’s possession of Non-Public Information.
8. Confidentiality. The Parties hereto shall not disclose to any third party the content of this Agreement, other Transaction Documents, or any written or oral negotiations occurring pursuant to the execution of this Agreement, except (i) as may be required to enforce this Agreement in a dispute resolution procedure, (ii) as may otherwise be required by judicial or administrative process or by applicable law or regulations (in either case applicable to the Parties or their respective Affiliates), or (iii) with the express written consent of the other Parties hereto. Nothing contained in the foregoing provisions shall be construed to prohibit any disclosure as necessary or required:
(a)To the accountants, financial advisors, tax advisors, or other advisors or the attorneys of a party, as well as auditors and consultants during the course of business operations of a party;
(b)To governmental authorities or other regulators (including specifically, without limitation, the Securities and Exchange Commission (“SEC”) or any filings required to be made with the SEC); or
(c)Made in furtherance of the enforcement or interpretation of any right, remedy, or provision in, relating to or arising under this Agreement.
9. Non-Disparagement.
(a) RCIH agrees that RCIH and their officers and directors, will not expressly make any negative, disparaging, detrimental, derogatory, or defamatory comments, oral or written, to any other person or entity, concerning or related to Seller or any ADW-Related Entities or Persons and will not condemn or impugn the business or personal reputation or character of any of the ADW Parties or the ADW-Related Entities or Persons.
(b)Each of the ADW Parties agrees that it will not expressly make any negative, disparaging, detrimental, derogatory, or defamatory comments, oral or written, to any other person or entity concerning or related to RCIH or any RCIH-Related Entities or Persons, and will not condemn or impugn the business or personal reputation or character of RCIH or the RCIH-Related Entities or Persons.
8. Notice. All notices required or permitted under this Agreement shall be in writing and shall be served on each party at the following address for such party:
To RCIH: RCI Hospitality Holdings, Inc.
Attn: Eric Langan, President
10737 Cutten Road
Houston, Texas 77066
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With a copy to: Robert D. Axelrod
Axelrod & Smith
1502 Augusta Drive, Suite 320
Houston, Texas 77057
To Seller, ADWLLC or Wyden: Attn: Adam Wyden
6431 Allison Road
Miami Beach, Florida 33141
With a copy to: Greg Kramer
Haynes Boone
30 Rockefeller Plaza, 22nd Floor
New York, New York 10112
Any such notices shall be either (a) sent by certified mail, return receipt requested, in which case notice shall be deemed delivered three business days after deposit, postage prepaid in the U.S. mail, or (b) sent next business day delivery by a nationally-recognized overnight courier, in which case it shall be deemed delivered one business day after deposit with such courier, or (c) delivered by hand delivery, in which case it shall be deemed delivered upon receipt by the party to which such notice was sent. The notice addresses may be changed by written notice to the other Parties sent in accordance with the foregoing provisions. In addition to notice via any of the three delivery provisions identified herein, delivery of notice shall also be by email to the email addresses identified below. Delivery by email alone, however, does not constitute an appropriate method of notice.
10. Modifications. This Agreement cannot be changed orally, and no executory agreement shall be effective to waive, change, modify or discharge it in whole or in part unless such executory agreement is in writing and is signed by the Parties against whom enforcement of any waiver, change, modification or discharge is sought.
11. Governing Law, Venue, and Jurisdiction. This Agreement shall be governed and construed in accordance with the laws of the State of Texas, notwithstanding its rules regarding choice of law. Any and all disputes arising under or related to this Agreement shall be brought exclusively in the state or federal courts located in Harris County, Texas, and each party to this Agreement consents to exclusive personal jurisdiction and venue in the courts of Harris County, Texas.
12. Counterparts. This Agreement may be executed in two or more counterparts, each of which when taken together shall be one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other Parties it being understood that all Parties need not sign the same counterpart. If 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.
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13. Authorization. Each party to this Agreement hereby represents and warrants to the other that all action on the part of the party necessary for the authorization, execution, delivery and performance of this Agreement and all documents related to consummate the transactions contemplated herein have been taken by the party as of the Effective Date. Each party has the requisite power and authority to execute and deliver this Agreement and to perform their obligations hereunder and to consummate the transactions contemplated hereby. Each individual who is a party to this Agreement represents and warrants to the other that he is a person of full age of majority, with full power, capacity, and authority to enter into this Agreement and perform the obligations contemplated hereby by and for himself. This Agreement, when duly executed and delivered in accordance with its terms, will constitute a valid and binding obligation of the party, enforceable against the party 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.
14. Entire Agreement. This Agreement along with the Stock Transfer Agreement and the Promissory Note attached as Exhibit A and Exhibit B hereto, respectively, contains the entire agreement between the Parties with respect to the subject matter of this Agreement and fully supersedes all prior agreements and understandings, written or oral, between the Parties pertaining to such subject matter.
15. Successors and Assigns. The terms and conditions of this Agreement shall be binding upon and shall inure to the benefit of the Parties to this Agreement, their successors, and permitted assigns. No party shall assign its rights or obligations under this Agreement without the prior written consent of the other Parties, which consent may be given or withheld in the sole discretion of the other Parties.
16. Captions. The captions used for the paragraphs of this Agreement are inserted only as a matter of convenience and in no way define, limit or describe the scope or intent of this Agreement or any paragraph hereof.
17. Construction of Terms. In this Agreement, the use of the singular form of any word includes the plural, and vice versa. The Parties acknowledge that the Parties and their counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting Party shall not be employed in the interpretation of this Agreement or any exhibits hereto. For purposes of this Agreement, an “Affiliate” (including the terms “Affiliates” and “Affiliated”) of a person means any other person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise.
18. Severability. In the event any provision of this Agreement shall be determined to be void, unlawful or otherwise unenforceable, such provision shall be deemed severable from the remainder of this Agreement and such void, unlawful or unenforceable provision shall be replaced automatically by a provision containing terms as nearly like the void, unlawful or unenforceable provision but which still remains valid and enforceable; and this Agreement, as so modified, shall continue to be in full force and effect.
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[SIGNATURES FOLLOW ON NEXT PAGE]
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IN WITNESS WHEREOF, the undersigned have executed this Stock Repurchase Agreement as of the date set forth below.
RCIH:
RCI HOSPITALITY HOLDINGS, INC.
By: /s/ Eric Langan____________________
Eric S. Langan, President and CEO
Date:_11/21/2025 _____________________
SELLER:
ADW CAPITAL PARTNERS, L.P.
By: ADW Capital Management, LLC
Its: General Partner
By: /s/ Adam Wyden___________________
Adam Wyden, Sole Manager
Date:_11/20/2025 _____________________
ADWLLC:
ADW CAPITAL MANAGEMENT, LLC
By: /s/ Adam Wyden___________________
Adam Wyden, Sole Manager Date:_11/20/2025 _____________________
WYDEN:
/s/ Adam Wyden______________________
ADAM WYDEN
Date: 11/20/2025______ ______________
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STOCK TRANSFER AGREEMENT
This Stock Transfer Agreement (this “Agreement”) is entered into by and among ADW Capital Partners, L.P., a Delaware limited partnership (“ADWLP”), ADW Capital Management, LLC, a Delaware limited liability company (“ADWLLC”), and Adam Wyden, an individual (“Wyden,” and collectively with ADWLP and ADWLLC, the “Transferors”), and RCI Hospitality Holdings, Inc., a Texas corporation (“Transferee”).
RECITALS
WHEREAS, ADWLP owns a total of 821,000 shares of common stock (the “Stock”) in the Transferee.
WHEREAS, Transferors are hereby conveying to Transferee, and Transferee is hereby acquiring from Transferors the Stock, upon the terms and conditions set forth herein, and as contemplated by that certain Stock Repurchase Agreement by and among Transferee and Transferors being entered into concurrently with the execution and delivery hereof (the “Repurchase Agreement”).
NOW, THEREFORE, and in consideration of the mutual covenants and agreements set forth herein and in the Settlement Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
AGREEMENT
1.Recitals. The recitals to this Agreement are hereby incorporated herein.
2.Transfer of Stock. ADWLP hereby assigns, transfers, conveys and delivers to Transferee, and Transferee hereby acquires from ADWLP, all right, title and interest in and to the Stock held by such ADWLP, free and clear of all Encumbrances. “Encumbrances” means any charge, claim, community property interest, pledge, condition, equitable interest, lien (statutory or otherwise), option, warrant, security interest, mortgage, right of first refusal or restriction of any kind, including any restriction on use, voting, transfer, receipt of income or exercise of any other attribute of ownership, other than any of the foregoing imposed by federal or state securities laws. Transferors acknowledge and agree that ADWLP is not entitled to any further dividends or other distributions through its ownership of the Stock, and that all of his right, title and interest in the Stock, in its capacity as a stockholder of Transferee, are being transferred hereby to Transferee.
3. Representations and Warranties of Transferors.
Transferors hereby represent and warrant to Transferee as follows:
(a) Authority. Transferors represent and warrant to Transferee that each of the Transferors has full power, capacity, and authority to enter into this Agreement, to carry out
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his obligations hereunder and to consummate the transactions contemplated hereby. All action on the part of the Transferors necessary for the authorization, execution, delivery and performance of this
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Agreement by the Transferors has been taken. This Agreement has been duly executed and delivered by the Transferors, and (assuming due authorization, execution and delivery by Transferee) this Agreement constitutes the legal, valid and binding obligations of Transferors, enforceable against the Transferors 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.
(b)Title to Stock. ADWLP is the record and/or beneficial owner of, and has good and valid title to, the Stock. Upon consummation of the transactions contemplated by this Agreement, Transferee shall own all of the Stock previously owned by the Transferors, free and clear of all Encumbrances.
4. Representations and Warranties of Transferee.
Transferee hereby represents and warrants to Transferors that the Transferee is an entity duly organized, validly existing and in good standing under the laws of the State of Texas. The Transferee has full authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. All action on the part of Transferee necessary for the authorization, execution, delivery and performance of this Agreement by it has been taken. This Agreement has been duly executed and delivered by the Transferee, and (assuming due authorization, execution and delivery by the Transferors) this Agreement constitutes the legal, valid and binding obligation of Transferee, enforceable against the Transferee 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.
5.Further Assurances. Each of the parties hereto shall execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement.
6. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Texas, notwithstanding its rules regarding choice of law. Any and all disputes arising under or related to this Agreement shall be brought exclusively in the state or federal courts located in Harris County, Texas, and each party to this Agreement consents to exclusive personal jurisdiction and venue in the courts of Harris County, Texas.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed concurrently with the execution and delivery of the Repurchase Agreement.
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TRANSFERORS:
ADW CAPITAL PARTNERS, L.P.
By: ADW Capital Management, LLC
Its: General Partner
By: /s/ Adam Wyden__________________
Adam Wyden, Sole Manager
Date:_11/20/2025____________________
ADW CAPITAL MANAGEMENT, LLC
By: /s/ Adam Wyden_________________
Adam Wyden, Sole Manager
Date:_11/20/2025____________________
_/s/ Adam Wyden____________________
ADAM WYDEN
Date: 11/20/2025____________________
TRANSFEREE:
RCI HOSPITALITY HOLDINGS, INC.
By: /s/ Eric Langan____________________
Eric S. Langan, President and Chief Executive Officer
Date:_11/21/2025______________________
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