ex10_3.htm


    
      

    

    Exhibit
      10.3

    


    [FORM
      OF]

    


    


    REGISTRATION
      RIGHTS AGREEMENT

    


    This
      Registration Rights Agreement (this "Agreement") is made and entered into
      as of the ____ day of November, 2007, by and among Rick’s Cabaret International,
      Inc., a Texas corporation (the "Company"), and the purchasers listed on
      Schedule I hereto (each a "Purchaser" and collectively the
“Purchasers”).

    


    This
      Agreement is being entered into pursuant to the Common Stock Purchase Agreement
      dated as of the date hereof among the Company and the Purchasers (the
      "Purchase Agreement").

    


    The
      Company and the Purchaser hereby agree as follows:

    


    1.           Definitions.

    


    As
      used
      in this Agreement, the following terms shall have the following
      meanings:

    


    "Affiliate"
      means, with respect to any Person, any other Person that directly or indirectly
      controls or is controlled by or under common control with such
      Person.  For the purposes of this definition, "control," when
      used with respect to any Person, means the possession, direct or indirect,
      of
      the power to direct or cause the direction of the management and policies of
      such Person, whether through the ownership of voting securities, by contract
      or
      otherwise; and the terms of "affiliated," "controlling" and
      "controlled" have meanings correlative to the foregoing.

    


    "Business
      Day" means any day except Saturday, Sunday and any day which shall be a
      legal holiday or a day on which banking institutions in the state of Texas
      generally are authorized or required by law or other government actions to
      close.

    


    "Closing
      Date" means the date of the closing of the final purchase and sale of the
      Common Stock pursuant to the Purchase Agreement.

    


    "Commission"
      means the Securities and Exchange Commission.

    


    "Common
      Stock" means the Company's Common Stock, par value $0.01 per
      share.

    


    "Effectiveness
      Date" means with respect to the Registration Statement the earlier
      of  the one hundred and fiftieth day (150th) day following
      the
      Closing Date (or in the event the Registration Statement receives a “full
      review” by the Commission, the one hundred eightieth (180th) day following
      the
      Closing Date); provided that, if the Effectiveness Date falls on a
      Saturday, Sunday or any other day which shall be a legal holiday or a day on
      which the Commission is authorized or required by law or other government
      actions to close, the Effectiveness Date shall be the following Business
      Day.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    "Effectiveness
      Period" shall have the meaning set forth in Section 2.

    


    "Event"
      shall have the meaning set forth in Section 7(e).

    


    "Event
      Date" shall have the meaning set forth in Section 7(e).

    


    "Exchange
      Act" means the Securities Exchange Act of 1934, as amended.

    


    "Filing
      Date" means January 15, 2008; provided that, if the Company is unable to
      file the Registration Statement at that time due to any rule or regulation
      of
      the Commission, then the Filing Date shall be February 15, 2008.

    


    "Holder"
      or "Holders" means the holder or holders, as the case may be, from time
      to time of Registrable Securities.

    


    "Losses"
      shall have the meaning set forth in
      Section 6(a).

    


    "Person"
      means an individual or a corporation, partnership, trust, incorporated or
      unincorporated association, joint venture, limited liability company, joint
      stock company, government (or an agency or political subdivision thereof) or
      other entity of any kind.

    


    "Proceeding"
      means an action, claim, suit, investigation or proceeding (including, without
      limitation, an investigation or partial proceeding, such as a deposition),
      whether commenced or threatened.

    


    "Prospectus"
      means the prospectus included in the Registration Statement (including, without
      limitation, a prospectus that includes any information previously omitted from
      a
      prospectus filed as part of an effective registration statement in reliance
      upon
      Rule 430A promulgated under the Securities Act), as amended or supplemented
      by
      any prospectus supplement, with respect to the terms of the offering of any
      portion of the Registrable Securities covered by the Registration Statement,
      and
      all other amendments and supplements to the Prospectus, including post-effective
      amendments, and all material incorporated by reference in such
      Prospectus.

    


    "Registrable
      Securities” means the shares of Common Stock issued or issuable pursuant to
      the Purchase Agreement.

    


    "Registration
      Statement" means the registration statements and any additional registration
      statements contemplated by Section 2, including (in each case) the Prospectus,
      amendments and supplements to such registration statement or Prospectus,
      including pre- and post-effective amendments, all exhibits thereto, and all
      material incorporated by reference in such registration
      statement.


    
      
        
        

      

      
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    "Rule
      144" means Rule 144 promulgated by the Commission pursuant to the Securities
      Act, as such Rule may be amended from time to time, or any similar rule or
      regulation hereafter adopted by the Commission having substantially the same
      effect as such Rule.

    


    "Rule
      158" means Rule 158 promulgated by the Commission pursuant to the Securities
      Act, as such Rule may be amended from time to time, or any similar rule or
      regulation hereafter adopted by the Commission having substantially the same
      effect as such Rule.

    


    "Rule
      415" means Rule 415 promulgated by the Commission pursuant to the Securities
      Act, as such Rule may be amended from time to time, or any similar rule or
      regulation hereafter adopted by the Commission having substantially the same
      effect as such Rule.

    


    "Rule
      424" means Rule 424 promulgated by the Commission pursuant to the Securities
      Act, as such Rule may be amended from time to time, or any similar rule or
      regulation hereafter adopted by the Commission having substantially the same
      effect as such Rule.

    


    "Securities
      Act" means the Securities Act of 1933, as amended.

    


    2.           Resale
      Registration.

    


    On
      or
      prior to the Filing Date, the Company shall prepare and file with the Commission
      a "resale" Registration Statement providing for the resale of all Registrable
      Securities for an offering to be made on a continuous basis pursuant to Rule
      415.  The Registration Statement shall be on Form S-3 (except if the
      Company is not then eligible to register for resale the Registrable Securities
      on Form S-3, in which case such registration shall be on another appropriate
      form in accordance herewith and the Securities Act and the rules promulgated
      thereunder).  Such Registration Statement shall cover to the extent
      allowable under the Securities Act and the rules promulgated thereunder
      (including Rule 416), such indeterminate number of additional shares of Common
      Stock resulting from stock splits, stock dividends or similar transactions
      with
      respect to the Registrable Securities.  The Company shall use its best
      efforts to cause the Registration Statement to be declared effective under
      the
      Securities Act as promptly as possible after the filing thereof and to keep
      such
      Registration Statement continuously effective under the Securities Act until
      such date as is the earlier of (x) the date when all Registrable Securities
      covered by such Registration Statement have been sold or (y) the date on which
      the Registrable Securities may be sold without any restriction pursuant to
      Rule
      144(k) as determined by the counsel to the Company (the "Effectiveness
      Period").

    


    3.           Registration
      Procedures.

    


    In
      connection with its obligations hereunder, the Company shall:

    


    (a)           prepare
      and file with the Commission, on or prior to the Filing Date, a Registration
      Statement on Form S-3 (of if the Company is not then eligible to register for
      resale the Registrable Securities on Form S-3 such registration shall be on
      another appropriate form in accordance herewith and the Securities Act and
      the
      rules promulgated thereunder) in accordance with the plan of distribution as
      set
      forth on Exhibit A hereto and in accordance with applicable law, and
      cause the Registration Statement to become effective and remain effective as
      provided herein;


    
      
        
        

      

      
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    (b)           prepare
      and file with the Commission such amendments and supplements to a Registration
      Statement and the Prospectus used in connection therewith as may be necessary
      to
      keep the Registration Statement effective for the Effectiveness Period and
      as
      may be necessary to comply with the provisions of the Securities Act with
      respect to the disposition of all securities covered by the Registration
      Statement;

    


    (c)           if
      a Prospectus supplement will be used in connection with the marketing of an
      underwritten offering and the managing underwriter at any time shall notify
      the
      Company in writing that, in the sole judgment of such managing underwriter,
      inclusion of detailed information to be used in such Prospectus supplement
      is of
      material importance to the success of the underwritten offering of such
      Registrable Securities, the Company shall use its commercially reasonable
      efforts to include such information in such Prospectus supplement;

    


    (d)           furnish
      to each Holder (i) as far in advance as reasonably practicable before filing
      a
      Registration Statement or any other registration statement contemplated by
      this
      Agreement or any supplement or amendment thereto, upon request, copies of
      reasonably complete drafts of all such documents proposed to be filed (including
      exhibits to the extent then required by the rules and regulations of the
      Commission), and provide each such Holder the opportunity to object to any
      information pertaining to such Holder and its plan of distribution that is
      contained therein and make the corrections reasonably requested by such Holder
      with respect to such information prior to filing a Registration Statement or
      such other registration statement or supplement or amendment thereto, and (ii)
      such number of copies of the Registration Statement or such other registration
      statement and the Prospectus included therein and any supplements and amendments
      thereto as such Holder may reasonably request in order to facilitate the public
      sale or other disposition of the Registrable Securities covered by such
      Registration Statement or other registration statement;

    


    (e)           if
      applicable, use its commercially reasonable efforts to register or qualify
      the
      Registrable Securities covered by the Registration Statement or any other
      registration statement contemplated by this Agreement under the securities
      or
      blue sky laws of such jurisdictions as the Holder shall reasonably request;
      provided, however, that the Company will not be required to qualify
      generally to transact business in any jurisdiction where it is not then required
      to so qualify or to take any action which would subject it to general service
      of
      process in any such jurisdiction where it is not then so subject;

    


    (f)           promptly
      notify each Holder at any time when a Prospectus relating thereto is required
      to
      be delivered under the Securities Act, of the filing of a Registration Statement
      or any other registration statement contemplated by this Agreement or any
      Prospectus or Prospectus supplement to be used in connection therewith, or
      any
      amendment or supplement thereto, and, with respect to such Registration
      Statement or any other registration statement or any post-effective amendment
      thereto, when the same has become effective; 


    
      
        
        

      

      
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    (g)           immediately
      notify each Holder at any time when a Prospectus relating thereto is required
      to
      be delivered under the Securities Act, of (i) the happening of any event as
      a
      result of which the Prospectus or Prospectus supplement contained in the
      Registration Statement as then in effect, includes an untrue statement of a
      material fact or omits to state any material fact required to be stated therein
      or necessary to make the statements therein not misleading in the light of
      the
      circumstances then existing; (ii) the issuance or threat of issuance by the
      Commission of any stop order suspending the effectiveness of the Registration
      Statement or the initiation of any proceedings for that purpose; (iii) any
      request by the Commission or any other federal or state governmental authority
      for amendments or supplements to the Registration Statement or Prospectus or
      for
      additional information; or (iv) the receipt by the Company of any notification
      with respect to the suspension of the qualification of any Registrable
      Securities for sale under the applicable securities or blue sky laws of any
      jurisdiction.  Following the provision of such notice, the Company
      agrees to as promptly as practicable amend or supplement the Prospectus or
      Prospectus supplement or take other appropriate action so that the Prospectus
      or
      Prospectus supplement does not include an untrue statement of a material fact
      or
      omit to state a material fact required to be stated therein or necessary to
      make
      the statements therein not misleading in the light of the circumstances then
      existing and to take such other action as is necessary to remove a stop order,
      suspension, threat thereof or proceedings related thereto;

    


     (h)           otherwise
      use its commercially reasonable efforts to comply with all applicable rules
      and
      regulations of the Commission, and make available to its security holders,
      as
      soon as reasonably practicable, an earnings statement, which earnings statement
      shall satisfy the provisions of Section 11(a) of the Securities Act and Rule
      158
      promulgated thereunder;

    


     (i)           cause
      all such Registrable Securities registered pursuant to this Agreement to be
      listed on each securities exchange or nationally recognized quotation system
      on
      which similar securities issued by the Company are then listed;

    


    (j)           provide
      a transfer agent and registrar for all Registrable Securities covered by such
      registration statement not later than the effective date of such registration
      statement;

    


    (k)           enter
      into customary agreements and take such other actions as are reasonably
      requested by the Holder, if any, in order to expedite or facilitate the
      disposition of such Registrable Securities; and

    


    (l)           Notwithstanding
      anything to the contrary contained herein, the Company may, upon written notice
      to any Holder whose Registrable Securities are included in a Registration
      Statement, suspend such Holder’s use of any Prospectus which is a part of the
      Registration Statement (in which event the Holder shall discontinue sales of
      the
      Registrable Securities pursuant to the Registration Statement), for a period
      not
      to exceed an aggregate of 90 days in any 365-day period, if (i) the Company
      is
      pursuing a material acquisition, merger, reorganization, disposition or other
      similar transaction and the Company determines in good faith that its ability
      to
      pursue or consummate such a transaction would be materially adversely affected
      by any required disclosure of such transaction in such Registration Statement;
      (ii) the Company has experienced some other material non-public event, the
      disclosure of which at such time, in the good faith judgment of the Company,
      would materially adversely affect the Company; or (iii) the Company is required
      to file a post-effective amendment to the Registration Statement to incorporate
      the Company’s quarterly and annual reports and audited financial statements on
      Forms 10-QSB and 10-KSB. Upon disclosure of such information or the termination
      of the condition described above, the Company shall provide prompt written
      notice to the Holders whose Registrable Securities are included in the
      Registration Statement, and shall promptly terminate any suspension of sales
      it
      has put into effect and shall take such other actions to permit registered
      sales
      of Registrable Securities as contemplated in this Agreement.


    
      
        
        

      

      
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    Each
      Holder, upon receipt of notice from the Company of the happening of any event
      of
      the kind described in subsection (g) of this Section 3, shall forthwith
      discontinue disposition of the Registrable Securities until such Holder’s
      receipt of the copies of the supplemented or amended Prospectus contemplated
      by
      subsection  (g) of this Section 3 or until it is advised in writing by
      the Company that the use of the Prospectus may be resumed, and has received
      copies of any additional or supplemental filings incorporated by reference
      in
      the Prospectus, and, if so directed by the Company, such Holder will deliver
      to
      the Company (at the Company’s expense) all copies in their possession or
      control, other than permanent file copies then in such Holder’s possession, of
      the Prospectus covering such Registrable Securities current at the time of
      receipt of such notice.

    


    Section
      4.   Cooperation by
      Holders.  The Company shall have no obligation to include in a
      Registration Statement the Registrable Securities of a Holder, who has failed
      to
      timely furnish such information that, in the opinion of counsel to the Company,
      is reasonably required in order for the registration statement or Prospectus
      supplement, as applicable, to comply with the Securities Act.

    


    If
      the
      Registration Statement refers to any Holder by name or otherwise as the holder
      of any securities of the Company, then such Holder shall have the right to
      require (if such reference to such Holder by name or otherwise is not required
      by the Securities Act or any similar federal statute then in force) the deletion
      of the reference to such Holder in any amendment or supplement to the
      Registration Statement filed or prepared subsequent to the time that such
      reference ceases to be required.

    


    Each
      Holder covenants and agrees that
      it will not sell any Registrable Securities under the Registration Statement
      until the Company has electronically filed the Prospectus as then amended or
      supplemented as contemplated in Section 3(b) and notice from the Company that
      the Registration Statement and any post-effective amendments thereto have become
      effective as contemplated by Section 3(b).

    


    Section
      5.   Registration
      Expenses.

    


    (a)           Expenses.  The
      Company will pay all reasonable Registration Expenses as determined in good
      faith.  Each Holder shall pay all Selling Expenses in connection with
      any sale of its Registrable Securities hereunder. In addition, except as
      otherwise provided in this Section 6 hereof, the Company shall not be
      responsible for legal fees incurred by Holders in connection with the exercise
      of such Holders’ rights hereunder.


    
      
        
        

      

      
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               (b)           Certain
      Definitions.  “Registration Expenses” means all expenses
      incident to the Company’s performance under or compliance with this Agreement to
      effect the registration of Registrable Securities on the Registration Statement
      pursuant to Section 2 under this Agreement, including, without limitation,
      all
      registration, filing, securities exchange listing and related fees, all
      registration, filing, qualification and other fees and expenses of complying
      with securities or blue sky laws, fees of the National Association of Securities
      Dealers, Inc., fees of transfer agents and registrars, all word processing,
      duplicating and printing expenses and the fees and disbursements of counsel
      and
      independent public accountants for the Company, including the expenses of any
      special audits or “cold comfort” letters required by or incident to such
      performance and compliance.  “Selling Expenses” means all
      underwriting fees, discounts and selling commissions allocable to, and any
      transfer taxes associated with, the sale of the Registrable
      Securities.

    


    Section
      6.   Indemnification.

    


    (a)           By
      the Company.  In the event of a registration of any
      Registrable Securities under the Securities Act pursuant to this Agreement,
      the
      Company will indemnify and hold harmless each Holder thereunder, its directors,
      officers, employees and agents, and each underwriter, if any, pursuant to the
      applicable underwriting agreement with the underwriter, of Registrable
      Securities thereunder and each Person, if any, who controls such Holder within
      the meaning of the Securities Act and the Exchange Act, and its directors,
      officers, employees or agents, against any losses, claims, damages, expenses
      or
      liabilities (including reasonable attorneys’ fees and expenses) (collectively,
“Losses”), joint or several, to which such Holder or underwriter or
      controlling Person may become subject under the Securities Act, the Exchange
      Act
      or otherwise, insofar as such Losses (or actions or proceedings, whether
      commenced or threatened, in respect thereof) arise out of or are based upon
      any
      untrue statement or alleged untrue statement of any material fact contained
      in
      the Registration Statement or any other registration statement contemplated
      by
      this Agreement, any preliminary Prospectus, free writing Prospectus or final
      Prospectus contained therein, or any amendment or supplement thereof, or arise
      out of or are based upon the omission or alleged omission to state therein
      a
      material fact required to be stated therein or necessary to make the statements
      therein (in the case of a Prospectus, in light of the circumstances under which
      they were made) not misleading, and will reimburse each such Holder, its
      directors, officers, employee and agents, each such underwriter and each such
      controlling Person for any legal or other expenses reasonably incurred by them
      in connection with investigating or defending any such Loss or actions or
      proceedings; provided, however, that the Company will not be liable in
      any such case if and to the extent that any such Loss arises out of or is based
      upon an untrue statement or alleged untrue statement or omission or alleged
      omission so made in conformity with information furnished by such Holder, its
      directors, officers, employees and agents or any underwriter or such controlling
      Person in writing specifically for use in the Registration Statement or such
      other registration statement, or Prospectus supplement, as applicable. Such
      indemnity shall remain in full force and effect regardless of any investigation
      made by or on behalf of such Holder or any such directors, officers, employees
      agents or any underwriter or controlling Person, and shall survive the transfer
      of such securities by such Holder.


    
      
        
        

      

      
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    (b)           By
      Each Holder.  Each Holder agrees severally and not jointly to
      indemnify and hold harmless the Company, its directors, officers, employees
      and
      agents and each Person, if any, who controls the Company within the meaning
      of
      the Securities Act or of the Exchange Act, and its directors, officers,
      employees and agents, to the same extent as the foregoing indemnity from the
      Company to the Holder, but only with respect to information regarding such
      Holder furnished in writing by or on behalf of such Holder expressly for
      inclusion in a Registration Statement or Prospectus supplement relating to
      the
      Registrable Securities, or any amendment or supplement thereto; provided,
      however, that the liability of each Holder shall not be greater in amount
      than the dollar amount of the proceeds (net of any Selling Expenses) received
      by
      such Holder from the sale of the Registrable Securities giving rise to such
      indemnification.

    


    (c)           Notice.  Promptly
      after receipt by an indemnified party hereunder of notice of the commencement
      of
      any action, such indemnified party shall, if a claim in respect thereof is
      to be
      made against the indemnifying party hereunder, notify the indemnifying party
      in
      writing thereof, but the omission so to notify the indemnifying party shall
      not
      relieve it from any liability which it may have to any indemnified party under
      this Section 6.  In any action brought against any indemnified party,
      it shall notify the indemnifying party of the commencement
      thereof.  The indemnifying party shall be entitled to participate in
      and, to the extent it shall wish, to assume and undertake the defense thereof
      with counsel reasonably satisfactory to such indemnified party and, after notice
      from the indemnifying party to such indemnified party of its election so to
      assume and undertake the defense thereof, the indemnifying party shall not
      be
      liable to such indemnified party under this Section 6 for any legal expenses
      subsequently incurred by such indemnified party in connection with the defense
      thereof other than reasonable costs of investigation and of liaison with counsel
      so selected; provided, however, that, (i) if the indemnifying party has
      failed to assume the defense or employ counsel reasonably acceptable to the
      indemnified party or (ii) if the defendants in any such action include both
      the
      indemnified party and the indemnifying party and counsel to the indemnified
      party shall have concluded that there may be reasonable defenses available
      to
      the indemnified party that are different from or additional to those available
      to the indemnifying party, or if the interests of the indemnified party
      reasonably may be deemed to conflict with the interests of the indemnifying
      party, then the indemnified party shall have the right to select a separate
      counsel and to assume such legal defense and otherwise to participate in the
      defense of such action, with the reasonable expenses and fees of such separate
      counsel and other reasonable expenses related to such participation to be
      reimbursed by the indemnifying party as incurred.  Notwithstanding any
      other provision of this Agreement, no indemnifying party shall settle any action
      brought against an indemnified party with respect to which it is entitled to
      indemnification hereunder without the consent of the indemnified party, unless
      the settlement thereof imposes no liability or obligation on, and includes
      a
      complete and unconditional release from all liability of, the indemnified
      party.

    


    (d)           Contribution.  If
      the indemnification provided for in this Section 6 is held by a court or
      government agency of competent jurisdiction to be unavailable to any indemnified
      party or is insufficient to hold them harmless in respect of any Losses, then
      each such indemnifying party, in lieu of indemnifying such indemnified party,
      shall contribute to the amount paid or payable by such indemnified party as
      a
      result of such Loss in such proportion as is appropriate to reflect the relative
      fault of the indemnifying party on the one hand and of such indemnified party
      on
      the other in connection with the statements or omissions which resulted in
      such
      Losses, as well as any other relevant equitable considerations; provided,
      however, that in no event shall such Holder be required to contribute an
      aggregate amount in excess of the dollar amount of proceeds (net of Selling
      Expenses) received by such Holder from the sale of Registrable Securities giving
      rise to such indemnification.  The relative fault of the indemnifying
      party on the one hand and the indemnified party on the other shall be determined
      by reference to, among other things, whether the untrue or alleged untrue
      statement of a material fact or the omission or alleged omission to state a
      material fact has been made by, or relates to, information supplied by such
      party, and the parties’ relative intent, knowledge, access to information and
      opportunity to correct or prevent such statement or omission.  The
      parties hereto agree that it would not be just and equitable if contributions
      pursuant to this paragraph were to be determined by pro rata allocation or
      by
      any other method of allocation which does not take account of the equitable
      considerations referred to herein.  The amount paid by an indemnified
      party as a result of the Losses referred to in the first sentence of this
      paragraph shall be deemed to include any legal and other expenses reasonably
      incurred by such indemnified party in connection with investigating or defending
      any Loss which is the subject of this paragraph. No person guilty of fraudulent
      misrepresentation (within the meaning of Section 11(f) of the Securities Act)
      shall be entitled to contribution from any Person who is not guilty of such
      fraudulent misrepresentation.


    
      
        
        

      

      
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    Section
      7.   Rule 144
      Reporting.  With a view to making available the benefits of
      certain rules and regulations of the Commission that may permit the sale of
      the
      Registrable Securities to the public without registration, the Company agrees
      to
      use its commercially reasonable efforts to:

    


    (a)           Make
      and keep public information regarding the Company available, as those terms
      are
      understood and defined in Rule 144 under the Securities Act, at all times from
      and after the date hereof; and

    


    (b)           File
      with the Commission in a timely manner all reports and other documents required
      of the Company under the Securities Act and the Exchange Act at all times from
      and after the date hereof.

    


    8. 
                 Miscellaneous.

     

    (a)           No
      Inconsistent Agreements.  Neither the Company nor any of its
      subsidiaries has, as of the date hereof entered into and currently in effect,
      nor shall the Company or any of its subsidiaries, on or after the date of this
      Agreement, enter into any agreement with respect to its securities that is
      inconsistent with the rights granted to the Holders in this Agreement or
      otherwise conflicts with the provisions hereof.

    


    (b)           Failure
      to File Registration Statement and Other Events.  The Company and
      the Purchasers agree that the Holders will suffer damages if the Registration
      Statement is not filed on or prior to the Filing Date and not declared effective
      by the Commission on or prior to the Effectiveness Date.  The Company
      and the Holders further agree that it would not be feasible to ascertain the
      extent of such damages with precision.  Accordingly, if (A) the
      Registration Statement is not filed on or prior to the Filing Date, or (B)
      the
      Registration Statement is not declared effective by the Commission on or prior
      to the Effectiveness Date, (any such failure or breach being referred to as
      an
      "Event," and for purposes of clauses (A) and (B) the date on which such
      Event occurs, being referred to as "Event Date"), the Company shall pay
      an amount in cash as liquidated damages, and not as a penalty, to each Holder
      equal to 0.25% of the amount of the Holder’s investment in the Common Stock of
      the Company as set forth in the Purchase Agreement for each thirty (30) day
      period for the first sixty (60) days of the period, increasing by an additional
      0.25% per thirty (30) day period for each subsequent sixty (60) days, up to
      a
      maximum of one percent (1%) from the Event Date until the applicable Event
      is
      cured; provided, however, that in no event shall the amount of
      liquidated damages payable at any time and from time to time to any Holder
      pursuant to this Section 8(b) exceed an aggregate of ten percent (10%) of the
      amount of the Holder’s investment in the Common Stock of the Company as set
      forth in the Purchase Agreement.  Notwithstanding anything to the
      contrary in this Section 8(b), if (a) any of the Events described in clauses
      (A)
      or (B) shall have occurred, (b) on or prior to the applicable Event Date, the
      Company shall have exercised its rights under Section 3(l) hereof and (c) the
      postponement or suspension permitted pursuant to such Section 3(l) shall remain
      effective as of such applicable Event Date, then the applicable Event Date
      shall
      be deemed instead to occur on the second Business Day following the termination
      of such postponement or suspension.  The Company shall not be
      responsible for any liquidated damages provided that the Registrable Securities
      are eligible for resale pursuant to Rule 144 of the Securities
      Act.  Further, the liquidated damages shall be automatically
      eliminated without any action by the parties to the extent the Commission or
      the
      then published statements of the Fair Accounting Standards Board provides that
      (A) any portion of the liquidated damages shall be accounted for as a derivative
      instrument rather than a contingent payment obligation under generally accepted
      accounting principles and the rules and regulations of the Commission or (B)
      any
      of the Registrable Securities (whether or not deemed to include the liquidated
      damages payment obligation) must be accounted for as interests other than equity
      interests under generally accepted accounting principles and the rules and
      regulations of the Commission.


    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    


    (c)           Amendments
      and Waivers.  The provisions of this Agreement, including the
      provisions of this sentence, may not be amended, modified or supplemented,
      and
      waivers or consents to departures from the provisions hereof may not be given,
      unless the same shall be in writing and signed by the Company and the Holders
      of
      a majority of the Registrable Securities outstanding.

    


    (d)           Notices.  Any
      notice, demand, request, waiver or other communication required or permitted
      to
      be given hereunder shall be in writing and shall be effective (a) upon hand
      delivery, telecopy or facsimile at the address or number designated below (if
      delivered on a business day during normal business hours where such notice
      is to
      be received), or the first business day following such delivery (if delivered
      other than on a business day during normal business hours where such notice
      is
      to be received) or (b) on the second business day following the date of mailing
      by express courier service, fully prepaid, addressed to such address, or upon
      actual receipt of such mailing, whichever shall first occur.  The
      addresses for such communications shall be:


    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    


    


    
      	
              If
                to the Company:

            	 	
              Rick’s
                Cabaret International, Inc.

              10959
                Cutten Road

              Houston,
                Texas 77066

              Attention:
                Eric Langan, President

              Tel.
                No.: 281 397 6730

              Fax
                No.: 281 397 6765

            
	 	 	 
	
              with
                copies (which shall not constitute notice) to:

            	 	
              Axelrod,
                Smith & Kirshbaum

              5300
                Memorial Drive, Suite 700

              Houston,
                Texas 77007

              Attention:
                Robert D. Axelrod

              Tel.
                No.:  713 861 1996

              Fax
                No.: 713 552 0202

            
	 	 	 
	
              If
                to any Purchaser:

            	 	
              At
                the address of such Purchaser set forth on Schedule I to this
                Agreement.

            


    

    


    Any
      party
      hereto may from time to time change its address for notices by giving at least
      ten (10) days written notice of such changed address to the other party
      hereto.

    


    (e)           Successors
      and Assigns.  This Agreement shall be binding upon and inure to
      the benefit of the parties and their successors and permitted assigns and shall
      inure to the benefit of each Holder and its successors and
      assigns.  The Company may not assign this Agreement or any of its
      rights or obligations hereunder without the prior written consent of each
      Holder.  Each Purchaser may assign its rights hereunder in the manner
      and to the Persons as permitted under the Purchase Agreement.

    


    (f)           Assignment
      of Registration Rights.  The rights of each Holder hereunder,
      including the right to have the Company register for resale Registrable
      Securities in accordance with the terms of this Agreement, shall be
      automatically assignable by each Holder of all or a
      portion of the Registrable Securities to any person if:
      (i) the Holder agrees in writing with the transferee or assignee to assign
      such
      rights, and a copy of such agreement is furnished to the Company within a
      reasonable time after such assignment, (ii) the Company is, within a reasonable
      time after such transfer or assignment, furnished with written notice of (a)
      the
      name and address of such transferee or assignee, and (b) the securities with
      respect to which such registration rights are being transferred or assigned,
      (iii) following such transfer or assignment the further disposition of such
      securities by the transferee or assignees is restricted under the Securities
      Act
      and applicable state securities laws, (iv) at or before the time the Company
      receives the written notice contemplated by clause (ii) of this Section, the
      transferee or assignee agrees in writing with the Company to be bound by all
      of
      the provisions of this Agreement, and (v) such transfer shall have been made
      in
      accordance with the applicable requirements of the Purchase
      Agreement.  The rights to assignment shall apply to the Holders (and
      to subsequent) successors and assigns.

    


    (g)           Counterparts.  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.


    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    


    (h)           Governing
      Law; Jurisdiction.  This Agreement shall be governed by and
      construed in accordance with the internal laws of the State of Texas, without
      giving effect to any of the conflicts of law principles which would result
      in
      the application of the substantive law of another jurisdiction.  This
      Agreement shall not be interpreted or construed with any presumption against
      the
      party causing this Agreement to be drafted.  The Company and the
      Holders agree that venue for any dispute arising under this Agreement will
      lie
      exclusively in the state or federal courts located in Harris County, Texas,
      and
      the parties irrevocably waive any right to raise forum non conveniens
      or any other argument that Texas is not the proper venue.  The Company
      and the Holders irrevocably consent to personal jurisdiction in the state and
      federal courts of the state of Texas.  The Company and the Holders
      consent to process being served in any such suit, action or proceeding by
      mailing a copy thereof to such party at the address in effect for notices to
      it
      under this Agreement and agrees that such service shall constitute good and
      sufficient service of process and notice thereof.  Nothing in this
      Section 8(j) shall affect or limit any right to serve process in any other
      manner permitted by law.  The Company and the Holders hereby agree
      that the prevailing party in any suit, action or proceeding arising out of
      or
      relating to this Agreement or the Purchase Agreement, shall be entitled to
      reimbursement for reasonable legal fees from the non-prevailing
      party.

    


    (i)           Cumulative
      Remedies.  The remedies provided herein are cumulative and not
      exclusive of any remedies provided by law.

    


    (j)           Severability.
      If any term, provision, covenant or restriction of this Agreement is held to
      be
      invalid, illegal, void or unenforceable in any respect, the remainder of the
      terms, provisions, covenants and restrictions set forth herein shall remain
      in
      full force and effect and shall in no way be affected, impaired or invalidated,
      and the parties hereto shall use their reasonable efforts to find and employ
      an
      alternative means to achieve the same or substantially the same result as that
      contemplated by such term, provision, covenant or restriction.  It is
      hereby stipulated and declared to be the intention of the
      parties that they would have executed the remaining terms, provisions, covenants
      and restrictions without including any of such that may be hereafter declared
      invalid, illegal, void or unenforceable.

    


    (k)           Headings.  The
      headings herein are for convenience only, do not constitute a part of this
      Agreement and shall not be deemed to limit or affect any of the provisions
      hereof.

    


    (l)           Shares
      Held by the Company and its Affiliates. Whenever the consent or approval of
      Holders of a specified percentage of Registrable Securities is required
      hereunder, Registrable Securities held by the Company or its Affiliates (other
      than any Holder or transferees or successors or assigns thereof if such Holder
      is deemed to be an Affiliate solely by reason of its holdings of such
      Registrable Securities) shall not be counted in determining whether such consent
      or approval was given by the Holders of such required percentage.

    


    


    [remainder
      of page intentionally left blank]


    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto
      have caused this Registration Rights Agreement to be duly executed by their
      respective authorized persons as of the date first indicated above.

    


    


    
      	 	
              RICK’S
                CABARET INTERNATIONAL, INC.

            
	 	 	 
	 	 	 
	 	
              By:

            	 
              
	 	 	
              Name:
                Eric Langan

            
	 	 	
              Title:  President

            
	 	 	 
	 	 	 
	 	
              PURCHASER:

            
	 	 	 
	 	 	 
	 	
              By:

            	 
	 	 	
              Name:

            
	 	 	
              Title:

            
	 	 	 
	 	 	 
	 	
              PURCHASER:

            
	 	 	 
	 	 	 
	 	
              By:

            	 
	 	 	
              Name:

            
	 	 	
              Title:

            
	 	 	 
	 	 	 
	 	
              PURCHASER:

            
	 	 	 
	 	 	 
	 	
              By:

            	 
	 	 	
              Name:

            
	 	 	
              Title:

            


    

    
       

       

    

    -13-