Exhibit 10.1 Stock Purchase Agreement.
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT ("Agreement") is made and entered into as of
May 31, 2002, by and among Voice Media, Inc., a Nevada corporation, whose
address is 2533 North Carson Street, Suite 1091, Carson City, Nevada 89706 (the
"Seller") and Rick's Cabaret International, Inc., a Texas corporation, whose
address is 505 North Belt, Suite 630 Houston, Texas 77060 (the "Buyer" or the
"Company")
W I T N E S S E T H:
WHEREAS, Seller owns 700,000 shares (the "Shares") of common stock of the
Company; and
WHEREAS, the Seller desires to sell the Shares to the Buyer and the Buyer
desire to purchase the Shares from the Seller, on the terms and conditions set
forth in this Agreement;
NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants and agreements hereinafter set forth and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto, intending to be legally bound, hereby agree as follows:
ARTICLE I
SALE AND PURCHASE OF STOCK
1.1 Sale and Purchase of Stock. Upon the terms and subject to the conditions
--------------------------
set forth in this Agreement, on the Closing Date (as hereinafter defined),
the Seller shall assign, transfer and sell the Shares to the Buyer.
1.2 Purchase Price. In consideration for such assignment, transfer and sale by
--------------
the Seller of the Shares to Buyer, Buyer shall pay to Seller the purchase
price of $918,700.00 (the "Purchase Price") for the Shares, payable as
follows:
(a) The amount of $229,675.00 due on January 10, 2003.
(b) The amount of $229,675.00 due on January 10, 2004.
(c) The amount of $229,675.00 due on January 10, 2005.
(d) A final payment in the amount of $229,675.00 due on January 10,
2006.
ARTICLE
CLOSING; PROCEDURES AT CLOSING
2.1 Closing. The consummation of the purchase and sale and assignment of
-------
the Shares pursuant hereto (the "Closing") shall be effective as of May 31,
2002, and shall take place at the offices of Axelrod, Smith & Kirshbaum,
5300 Memorial Drive, Suite 700, Houston, Texas 77007 or at such other time
and place as the Seller and the Buyer may mutually agree in writing (the
"Closing Date").
2.2 Closing Deliveries By the Seller. On the Closing Date, the Seller shall
--------------------------------
deliver, or cause to be delivered to the Buyer, the Certificates evidencing
the Shares duly endorsed for assignment and transfer to the Buyer, or with
appropriate stock transfer powers, and such other instruments or documents
as the Buyer may reasonably request.
2.3 Closing Deliveries and by the Buyer. On the Closing Date, the Buyer
--------------------------------------
shall deliver or cause to be delivered to the Seller such instruments or
documents as the Seller may reasonably request.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SELLER AND RON LEVI
The Seller represents and warrants to the Buyer as follows:
3.1 Organization. Seller is a corporation duly organized, validly existing
------------
and in good standing under the laws of the State of Nevada, with full power
and authority and all necessary governmental and regulatory licenses,
permits and authorizations to carry on the businesses in which it is
engaged, to own the properties that it owns currently and to perform its
obligations under this Agreement, is duly qualified or licensed to do
business and is in good standing as a foreign corporation in all states or
jurisdictions which the conduct of such business requires such
qualification and which the failure to be so qualified or licensed would
have a material adverse effect on the business of the Seller. All of such
issued and outstanding shares of common stock of Seller are duly
authorized, validly issued, fully paid and non-assessable.
3.2. Authorization. The Seller has all requisite corporate power and
-------------
authority to execute and deliver this Agreement and to perform its
obligations hereunder. The execution and delivery by Seller of this
Agreement and the performance by Seller of its obligations hereunder (a)
have been duly and validly authorized by all requisite corporate action and
(b) will not violate its charter or bylaws or any order, writ, injunction,
decree, statute, rule or regulations applicable to it or any of its
properties or assets, or be in conflict with, result in a breach of or
constitute a default under any note, bond, indenture, mortgage, lease,
license, franchise agreement or other agreement, instrument or obligation,
or result in the creation or imposition of any lien, charge or encumbrance
of any kind or nature whatsoever
upon any of the Shares. This Agreement and each and every agreement,
document, exhibit and instrument to be executed, delivered and performed
by the Seller in connection herewith constitute the valid and legally
binding obligations of the Seller enforceable against it in accordance
with their respective terms, except as enforceability may be limited by
applicable equitable principles or by bankruptcy, insolvency,
reorganization, moratorium, or similar laws from time to time in effect
affecting the enforcement of creditors' rights generally.
3.3. Ownership of the Shares. The Seller owns beneficially and of record
-------------------------
all of the Shares free and clear of any liens, claims, equities, charges,
options, rights of first refusal, or encumbrances or other restrictions.
3.4 Transfer of the Shares. The Seller has the unrestricted right and power
----------------------
to transfer, convey, assign and deliver full ownership of the Shares
without the consent or agreement of any other person.
3.5 Access to Information of Buyer. The sole director and president of the
------------------------------
Buyer is presently a director of the Seller. The Seller owns more than 10%
of the Buyer. The Seller has received, or has had access to, and has had
sufficient opportunity to review, all books, records, financial information
and other information of the Buyer which the Seller considers necessary or
advisable to enable it to make a decision concerning its sale of the
Shares, and that it possesses such knowledge and experience in financial
and business matters that renders it capable of evaluating the merits and
risks of selling the Shares hereunder. The Seller has reviewed the Form
10-KSB of the Buyer for the fiscal year ended September 30, 2001, and the
subsequent Form 10-QSBs for the Quarters ended December 31, 2001 and March
31, 2002, and it is knowledgeable about the business prospects of the
Buyer.
3.6 Disclosure. The representations and warranties contained in this
----------
Agreement with respect to Seller to do not contain any untrue statement of
a material fact or omit to state any material fact necessary in order to
make the statements and information contained in this Agreement not
misleading.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE BUYER
The Buyer represents and warrants to the Seller as follows:
4.1. Organization. The Buyer is a corporation duly organized, validly
------------
existing and in good standing under the laws of the State of Texas, with
full power and authority and all necessary governmental and regulatory
licenses, permits and authorizations to carry on the businesses in which it
is engaged, to own the properties that it owns currently and to perform its
obligations under this Agreement, is duly qualified or licensed to do
business and is in good standing as a foreign corporation in all states or
jurisdictions which the conduct of such
business requires such qualification and which the failure to be so
qualified or licensed would have a material adverse effect on the business
of the Buyer. All of such issued and outstanding shares of common stock of
the Buyer are duly authorized, validly issued, fully paid and
non-assessable.
4.2. Authorization. The Buyer has all requisite corporate power and
-------------
authority to execute and deliver this Agreement and to perform its
obligations hereunder. The execution and delivery by Buyer of this
Agreement and the performance by the Buyer of its obligations hereunder (a)
have been duly and validly authorized by all requisite corporate action and
(b) will not violate its charter or bylaws or any order, writ, injunction,
decree, statute, rule or regulations applicable to it or any of its
properties or assets, or be in conflict with, result in a breach of or
constitute a default under any note, bond, indenture, mortgage, lease,
license, franchise agreement or other agreement, instrument or obligation,
or result in the creation or imposition of any lien, charge or encumbrance
of any kind or nature whatsoever upon any of the properties or assets of
the Buyer. This Agreement and each and every agreement, document, exhibit
and instrument to be executed, delivered and performed by the Buyer in
connection herewith constitute the valid and legally binding obligations of
the Buyer enforceable against it in accordance with their respective terms,
except as enforceability may be limited by applicable equitable principles
or by bankruptcy, insolvency, reorganization, moratorium, or similar laws
from time to time in effect affecting the enforcement of creditors' rights
generally.
4.3 Disclosure. The representations and warranties contained in this
----------
Agreement with respect to each Buyer do not contain any untrue statement of
a material fact or omit to state any material fact necessary in order to
make the statements and information contained in this Agreement not
misleading.
ARTICLE V
CONDITIONS TO THE CLOSING
The obligations of Seller to sell the Shares and Buyer to purchase the Shares
shall be subject to the simultaneous or prior fulfillment of each of the
following conditions:
5.1 Authorization of Sale. All corporate action necessary by the Seller and
---------------------
the Buyer to authorize the execution, delivery and performance of this
Agreement and the consummation of the transaction contemplated hereby shall
have been duly and validly taken.
5.2 Consents. All consents, authorizations, orders and approvals of (or
--------
filings or registrations with) any governmental commission, board or other
regulatory body required in connection with the execution, delivery and
performance of this Agreement shall have been obtained.
5.3 Documents. The Seller and the Buyer shall have furnished each other
---------
with all documents, certificates, endorsements, stock powers and other
instruments required to be furnished to the other party pursuant to the
terms of this Agreement.
5.4 Representations and Warranties Correct. The representations and
-----------------------------------------
warranties of Seller and the Buyer contained in herein shall be true and
correct as of the Closing Date.
ARTICLE VI
INDEMNIFICATION
6.1 Indemnification from the Seller. The Seller hereby agrees to and shall
-------------------------------
indemnify, defend (with legal counsel reasonably acceptable to Buyer), and
hold Buyer, and its directors, officers, employees, affiliates, assigns,
agents, legal counsel successors and assigns 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 them arising
from (a) any misrepresentation by, or breach of any covenant or warranty of
the Seller contained in this Agreement, or any exhibit, certificate, or
other instrument furnished or to be furnished by the Seller hereunder, (b)
any nonfulfillment of any agreement on the part of the Seller under this
Agreement, or (c) from any material misrepresentation in or material
omission from, any certificate or other instrument furnished or to be
furnished to Buyer hereunder.
6.2 Indemnification from the Buyer. The Buyer hereby agrees to and shall
--------------------------------
indemnify, defend (with legal counsel reasonably acceptable to the Seller)
and hold the Seller, and its directors, officers, employees, affiliates,
assigns, agents, legal counsel, successors and assigns 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 attorneys' fees
and costs of any suit related thereto) suffered or incurred by them,
arising from (a) any misrepresentation by, or breach of any covenant or
warranty of Buyer contained in this Agreement or any exhibit, certificate,
or other agreement or instrument furnished or to be furnished by Buyer
hereunder; (b) any nonfulfillment of any agreement on the part of Buyer
under this Agreement; or (c) from any material misrepresentation in or
material omission from, any exhibit, certificate or other agreement or
instrument furnished or to be furnished to the Seller hereunder.
6.3 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.
6.4 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 individual's 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.
ARTICLE VII
GENERAL PROVISIONS
7.1 Notices. Any notice, request, instrument or other document to be given
-------
hereunder shall be in writing and shall be deemed delivered on the date of
delivery when delivered personally, or one day after dispatch when sent by
a reputable overnight delivery service maintaining records or receipt, or
three days after dispatch when sent by certified or registered mail, return
receipt requested, postage prepaid:
If to the Seller:
Voice Media, Inc.
2533 North Carson Street, Suite 1091
Carson City, Nevada 89706
With a copy to:
Howard L. Rosoff
Rosoff, Schiffres & Barta
11755 Wilshire Boulevard, Suite 1450
Los Angeles, California 90025
If to the Buyer:
Rick's Cabaret International, Inc.
Attn: Eric Langan
505 North Belt, Suite 630
Houston, Texas 77060
With a copy to:
Robert D. Axelrod
Axelrod, Smith & Kirshbaum
5300 Memorial Drive, Suite 700
Houston, Texas 77007
7.2 Entire Agreement. This Agreement constitutes the entire agreement
-----------------
between the parties with respect to the subject matter hereof and
supersedes all prior agreements and undertakings, both written and oral,
between the parties with respect to the subject matter hereof.
7.3 Governing Law. This Agreement shall be governed by, and construed in
--------------
accordance with, the laws of the State of Texas, regardless of the laws
that might otherwise govern under applicable principles of conflicts of
laws thereof.
7.4 Headings. The descriptive headings contained in this Agreement are
--------
included for convenience of reference only and shall not affect in any way
the meaning or interpretation of this Agreement.
7.5 Number, Gender. Whenever the context so requires, the singular shall
---------------
include the plural and the plural shall include the singular, and the
gender of any pronoun shall include the other genders.
7.6 Severability. Wherever possible, each provision of this Agreement shall
------------
be interpreted in such a manner as to be effective and valid under
applicable law, but if any provision of this Agreement shall be prohibited
by or invalidated under applicable law, such provision shall be ineffective
to the extent of such provision and the remaining provisions of this
Agreement shall remain fully effective.
7.7 Counterparts. This Agreement may be executed in one or more
------------
counterparts, and by the different parties hereto in separate
counterparts, each of which when executed shall be deemed to be an
original but all of which taken together shall constitute one and the same
agreement.
7.8 Assignment; Successors. This Agreement shall be binding upon and shall
----------------------
inure to the benefit of the parties hereto, their respective successors,
successors in title, and lawful assigns. No party shall have the right to
assign this Agreement, or any interest under this Agreement, without the
prior written consent of the other party.
7.9 Costs And Expenses. The Seller shall pay all of the fees and expenses
-------------------
incurred by it and the Buyer shall pay all of the fees and expenses
incurred by it, in negotiating and preparing this Agreement and in
consummating the transactions contemplated by this Agreement.
[SIGNATURES APPEAR ON THE NEXT PAGE]
IN WITNESS WHEREOF, the parties hereto have each caused this Agreement to be
executed as of the date first written above.
SELLER:
Voice Media, Inc.
By: /s/ Ron Levi
Ron Levi, Sole Director and
President
BUYER:
Rick's Cabaret International, Inc.
By: /s/ Eric Langan
Eric Langan, President