RCI HOSPITALITY HOLDINGS INC

The following table sets forth the aggregate fees paid or accrued for professional services and the aggregate fees paid or accrued for audit-related services and all other services rendered by Marcum LLP and Friedman LLP for the fiscal 2024 and 2023.

Effective September 1, 2022, Friedman LLP, our independent registered public accounting firm of record in fiscal 2022, combined with Marcum LLP and continued to operate as an independent registered public accounting firm.

“Audit fees” include fees billed for professional services rendered in connection with the annual audit and quarterly reviews of the Company’s consolidated financial statements, the audit of internal control over financial reporting as required by the Sarbanes-Oxley Act of 2002, and assistance with securities filings other than periodic reports.

“Audit-related fees” include professional services in relation to review of our franchise disclosure document.

“Tax fees” include consultation related to tax compliance and tax structuring.

“All other fees” include fees billed for professional services rendered in connection with the SEC investigation.

All above audit services, audit-related services and tax services were pre-approved by the Audit Committee, which concluded that the provision of such services by Marcum LLP and Friedman, LLP was compatible with the maintenance of those firms’ independence in the conduct of their auditing functions. The Audit Committee’s outside auditor independence policy provides for pre-approval of all services performed by the outside auditors.

Merger of Marcum LLP with CBIZ, Inc.

On July 30, 2024, CBIZ, Inc. entered into an agreement and plan of merger with Marcum LLP with an anticipated close date of November 1, 2024.

On August 15, 2024, Marcum LLP informed the Company that it would not be independent with respect to the completion of the fiscal year ended September 30, 2024, integrated audit as a result of internal audit services that were performed by CBIZ, Inc. during the period under audit. For the following reasons, the Audit Committee of the Board of Directors of the Company and Marcum have each concluded, and are of the view that a reasonable investor with knowledge of all relevant facts and circumstances would conclude, that the provision of these services did not impair Marcum LLP’s objectivity and impartiality with respect to Marcum LLP’s integrated audit of the Company’s financial statements and internal controls over financial reporting:

1. Majority of the CBIZ, Inc. services were performed prior to July 31, 2024, when the proposed transaction between CBIZ, Inc. and Marcum LLP was publicly announced. The audit engagement team was not aware of this proposed transaction prior to July 31, 2024. CBIZ, Inc. services did not involve decision making and supervisory responsibilities over and on behalf of the Company management.

2. The Company terminated CBIZ, Inc.’s engagement promptly after the merger announcement and hired an unrelated third party to reperform all the work performed by CBIZ, Inc. in relation to the fiscal year ending September 30, 2024.

3. Marcum audit planning and procedures did not rely upon any testing performed by CBIZ, Inc.

4. After Marcum LLP’s expected merger with CBIZ, Inc., no personnel from CBIZ, Inc. who worked on the Company’s engagement will be part of the audit team or have any involvement in the audit.