RICK’S CABARET INTERNATIONAL, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

On August 3, 2012, Jaguars Acquisition, Inc. (“JAI”), a wholly owned subsidiary of Rick’s Cabaret International, Inc. (“Rick’s”), entered into a Purchase Agreement (the “Purchase Agreement”) with Bryan S. Foster and 13 entities owned by him (the “Companies”), to acquire nine operating adult cabarets and two other licensed locations under development (collectively, the “Foster Clubs”). Ten of the clubs are located in Texas, including clubs in Tye (near Abilene), Lubbock (two clubs), Odessa (two clubs), El Paso, Harlingen, Longview, Edinburg and Beaumont, and one club is located in Phoenix, Arizona. On September 17, 2012, the parties entered into an Amendment to Purchase Agreement, whereby the Beaumont acquisition will be effected through an asset purchase rather than a stock purchase. The Amendment also made minor changes to certain representations and warranties within the Purchase Agreement.

On September 17, 2012, JAI and its subsidiaries closed the transactions contemplated by the Purchase Agreement, as amended, and completed the acquisitions of nine of the 11 Foster Clubs. The acquisitions of the remaining two clubs, which are located in Beaumont and Longview, was completed shortly after final permitting had been obtained from the local jurisdictions, at which time the closing documents for those two clubs were released. Longview was closed on September 28, 2012 and Beaumont on October 12, 2012. As consideration for the purchase of the Foster Clubs, JAI and its subsidiaries paid to Foster and the Companies at closing $3,500,000 cash and $22,000,000 pursuant to a secured promissory note (the “Club Note”). The Club Note bears interest at the rate of 9.5% per annum, is payable in 144 equal monthly installments and is secured by the assets purchased from the Companies. Upon closing of the Real Estate Agreement (as defined below), JAI and its subsidiaries paid Foster an additional $500,000 cash.

At closing of the Purchase Agreement, Mr. Foster entered into a five-year non-competition agreement providing for him to not compete with us or our subsidiaries by owning, participating or operating an establishment featuring adult entertainment within a radius of 50 miles of the location of any of the adult clubs owned by our subsidiaries, excluding the adult cabaret located at 11327 Reeder Road, Dallas, Texas, 75229.

In connection with the Purchase Agreement, our wholly owned subsidiary, Jaguars Holdings, Inc. (“JHI”), entered into a Commercial Contract (the “Real Estate Agreement”), which agreement provides for JHI to purchase the real estate where the Foster Clubs are located. The transactions contemplated by the Real Estate Agreement closed on October 16, 2012. The purchase price of the real estate was $10.1 million and was paid with $355,000 in cash, $9.1 million in mortgage notes and an agreement to make a one-time payment of $650,000 in twelve years. The notes bears interest at the rate of 9.5%, are payable in 143 equal monthly installments and are secured by the real estate properties.

The unaudited pro forma condensed combined financial statements have been prepared to give effect to Rick’s acquisition of certain assets and entities in the Purchase Agreement (“Jaguars” or “the Seller”).

The pro forma condensed balance sheet gives effect to the Jaguars acquisition as if it had occurred on June 30, 2012, combining the balance sheets of Rick’s and Jaguars as of that date. The pro forma condensed statements of operations for the nine months ended June 30, 2012 and for the year ended September 30, 2011 give effect to the acquisition as if it had occurred on October 1, 2011 and October 1, 2010, respectively, combining the results of Rick’s for the nine months ended June 30, 2012 and the year ended September 30, 2011 with those of Jaguars for the nine months ended June 30, 2012 and for the year ended December 31, 2011.

The pro forma statements of operations for the year ended September 30, 2011 and the nine months ended June 30, 2012 include appropriate adjustments for amortization, interest and other items related to the transaction. The pro forma adjustments are based on preliminary appraisal results, estimates, available information and certain assumptions that management deems appropriate. The pro forma financial information is unaudited and does not purport to represent the results that would have been obtained had the transactions occurred at October 1, 2010 or 2011, as assumed, nor does it purport to present the results which may be obtained in the future.

* The Jaguar financial statements are for the year ended December 31, 2011.

RICK’S CABARET INTERNATIONAL, INC.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

(Continued)

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET ADJUSTMENT

This acquisition was accounted for as a purchase with the total consideration preliminarily allocated to the assets assumed as follows:

The foregoing allocations are based on estimated fair values and are subject to adjustment. Fair values of assets acquired were determined based on management’s valuation.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS ADJUSTMENTS