Exhibit 10.3
VOTING AGREEMENT
AND
IRREVOCABLE PROXY
This Voting Agreement and Irrevocable Proxy (the "Voting Agreement") is
made on the 6th day of July, 2000, by and among VOICE MEDIA, INC., a Nevada
corporation ("Voice Media"), and ERIC LANGAN ("Langan").
WHEREAS, RCI Internet Holdings, Inc. ("RCI"), Rick's Cabaret International,
Inc. ("Rick's") and Voice Media have entered into an Asset Purchase Agreement
("Purchase Agreement") of even date herewith pursuant to which Voice Media has
agreed to grant to Langan certain voting rights with respect to 250,000 shares
of Rick's common stock, $.01 par value, which have been issued simultaneously
herewith pursuant to the terms and conditions of the Purchase Agreement and
which are subject to an Escrow Agreement as provided for in the Purchase
Agreement; and
WHEREAS, in connection with the execution of the Purchase Agreement it is
necessary to establish and enter into this Voting Agreement; and
WHEREAS, as a material inducement to RCI and Rick's entering into the
Purchase Agreement with Voice Media, it was agreed that Voice Media enter into
this Voting Agreement with Langan.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual
covenants and obligations herein contained and for other good and valuable
consideration, the parties hereto agree as follows:
1. SHARES SUBJECT TO VOTING AGREEMENT. Voice Media and Langan hereby
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agree that the 250,000 shares of common stock of Rick's which have been issued
simultaneously herewith pursuant to the terms and conditions of the Purchase
Agreement and which are subject to an Escrow Agreement as provided for in the
Purchase Agreement are the shares which are made the subject of this Voting
Agreement and shall hereinafter be referred to as the "Stock". Any additional
shares of common stock or other voting securities of Rick's which may be issued
incident to a stock split, stock dividend, increase in capitalization,
recapitalization, merger, consolidation or other reorganization or like
transaction and received with respect to the Stock then subject to this Voting
Agreement, shall be included within the term "Stock" as used herein and shall be
subject to the terms of this Voting Agreement.
2. INSCRIPTION ON SHARE CERTIFICATES. Each certificate representing
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ownership of the Stock shall contain a legend in substantially the following
form:
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"THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF
A VOTING AGREEMENT AND IRREVOCABLE PROXY DATED EFFECTIVE AS OF JULY 6, 2000
("AGREEMENT"), A COUNTERPART OF WHICH HAS BEEN DEPOSITED WITH THE COMPANY
AT ITS PRINCIPAL OFFICE. THE COMPANY WILL FURNISH A COPY OF SUCH AGREEMENT
TO THE HOLDER OF THIS CERTIFICATE WITHOUT CHARGE UPON WRITTEN REQUEST TO
THE COMPANY AT ITS PRINCIPAL OFFICE."
3. VOTING OF THE STOCK. Voice Media hereby grants and this Voting
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Agreement shall act as an irrevocable proxy from Voice Media in favor of Eric
Langan to vote the shares represented by the Stock (i) at any regular or special
meeting of shareholders of Rick's on any matters brought before the shareholders
of Rick's or (ii) in connection with any consent to actions by the shareholders
of Rick's. THIS IRREVOCABLE PROXY IS COUPLED WITH AN INTEREST AND SHALL SURVIVE
UNTIL THE TIME PERIOD SPECIFIED IN PARAGRAPH 4 HEREIN. Such Irrevocable Proxy
must be noted conspicuously on the certificate representing the shares that are
subject to this Irrevocable Proxy and is specifically enforceable against the
holder of the Stock or any successor or transferee of such holder.
4. TERM. This Voting Agreement shall commence and be effective on the
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date hereof and shall terminate at such time as the Stock is released from
escrow pursuant to the Escrow Agreement executed simultaneously herewith between
Voice Media, Rick's and Robert D. Axelrod, P.C., as escrow agent.
5. ACCESS TO VOTING AGREEMENT. A copy of this Voting Agreement and
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every amendment of supplement hereto shall be filed in the principal office of
Rick's and shall be open to inspection by any holder of the Stock, in person or
by agent or attorney, during normal business hours upon reasonable notice to
Rick's.
6. RESERVATION OF RIGHTS TO VOICE MEDIA. All rights and privileges of
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stock ownership other than the right to vote or consent to actions by the
shareholders as described in Section 3 shall be reserved to and retained by
Voice Media.
7. SPECIFIC PERFORMANCE. In addition to and cumulative of all other
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rights and remedies which the parties hereto may have at law, in equity, or
hereunder, each party is hereby granted the right and remedy of specific
performance with respect to the performance of this Voting Agreement.
8. NOTICE. All notices and other communications provided for herein
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shall be in writing and shall be delivered personally or sent by registered or
certified mail, return receipt requested, postage prepaid, or overnight air
courier guaranteeing next day delivery:
VOTING AGREEMENT AND IRREVOCABLE PROXY - PAGE 2
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(a) If to Eric Langan:
Mr. Eric Langan
505 North Belt, Suite 630
Houston, Texas 77060
Fax: (281) 820 1445
With a copy to:
Robert D. Axelrod
Axelrod, Smith & Kirshbaum
5300 Memorial Drive, Suite 700
Houston, Texas 77007
Fax: (713) 552-0202
(b) If to Voice Media to:
Voice Media, Inc.
Ron Levi, President
2533 North Carson Street, Suite 1091
Carson City, Nevada 89706
Fax: (702) 883-2384
With a copies to:
Howard Rosoff
Rosoff, Schiffres & Barta
Suite 1450
11755 Wilshire Blvd.
Los Angeles, California 90025
Fax: (310) 478-1439
Guy Mizrachi
c/o National Telemedia Corporation
5000 North Parkway Calabasas, Suite 205
Calabasas, California 91302
Fax: (818) 591-3434
(c) If to Rick's:
Rick's Cabaret International Inc.
Mr. Eric Langan, President
505 North Belt, Suite 630
Houston, Texas 77060
Fax: (281) 820 1445
VOTING AGREEMENT AND IRREVOCABLE PROXY - PAGE 3
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With a copy to:
Robert D. Axelrod
Axelrod, Smith & Kirshbaum
5300 Memorial Drive, Suite 700
Houston, Texas 77007
Fax: (713) 552-0202
All notices and communications shall be deemed to have been duly given: at the
time delivered by hand, if personally delivered; three days after being
deposited in the mail, postage prepaid, sent certified mail, return receipt
requested, if mailed; and the next day after timely delivery to the courier, if
sent by overnight air courier guaranteeing next 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.
9. ENTIRE AGREEMENT. This Voting Agreement constitutes the entire
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agreement between the parties with regard to the voting of the Stock and may not
be amended, supplemented, waived or terminated except by written instrument
executed by the parties.
10. WAIVER. No waiver of any provision of this Voting Agreement shall
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constitute a waiver of any other provision of this Voting Agreement, nor shall
such waiver constitute a waiver of any subsequent breach of such provision.
11. BINDING EFFECT. This Voting Agreement shall be binding upon and
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shall inure to the benefit of the parties hereto and their respective successors
and assigns.
12. GOVERNING LAW. The validity, construction, and enforcement of this
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Voting Agreement shall be governed by the laws of the State of Texas. In the
event of a dispute concerning this Voting Agreement, the parties agree that
venue lies in a court of competent jurisdiction in Harris County, Texas.
13. SEVERABILITY. If any provision of this Voting Agreement is
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declared unenforceable by a court of competent jurisdiction, such provision
shall be enforced to the greatest extent permitted by law, and such declaration
shall not affect the validity of any other provision of this Voting Agreement.
14. CONSTRUCTION. The headings contained in this Voting Agreement are
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for reference purposes only and shall not affect this Voting Agreement in any
manner whatsoever. Wherever required by the context, any gender shall include
any other gender, the singular shall include the plural, and the plural shall
include the singular.
15. COUNTERPARTS. This Voting Agreement may be executed in multiple
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counterparts, each of which shall be deemed an original but all of which shall
be deemed one instrument.
VOTING AGREEMENT AND IRREVOCABLE PROXY - PAGE 4
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16. FURTHER ASSURANCES. Each Party to this Voting Agreement agrees to
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perform any further acts and execute and deliver any documents that may be
reasonably necessary to carry out the provisions of this Voting Agreement.
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VOTING AGREEMENT AND IRREVOCABLE PROXY - PAGE 5
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IN WITNESS WHEREOF, the Parties hereto have executed this Voting Agreement
and Irrevocable Proxy effective as of the day and year first above written.
VOICE MEDIA, INC.
250,000
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Number of Shares Subject
to this Voting Agreement and By: /s/ Ron Levi
Irrevocable Proxy Ron Levi, President
/s/ Eric Langan
Eric Langan, individually
VOTING AGREEMENT AND IRREVOCABLE PROXY - PAGE 6
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