5,612,903 Shares of Common Stock Ruth’s Hospitality Group, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • May 22nd, 2020 • Ruths Hospitality Group, Inc. • Retail-eating places • New York
SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2012 AMONG RUTH’S HOSPITALITY GROUP, INC., as Borrower, THE LENDERS LISTED HEREIN, as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, WELLS FARGO...Credit Agreement • February 21st, 2012 • Ruths Hospitality Group, Inc. • Retail-eating places • New York
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT is dated as of February 14, 2012 and entered into by and among RUTH’S HOSPITALITY GROUP, INC., a Delaware corporation (“Company”), THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY HERETO (each individually referred to herein as a “Lender” and collectively as “Lenders”), WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), as administrative agent for Lenders (in such capacity, “Administrative Agent”), and WELLS FARGO SECURITIES, LLC, as sole lead arranger and sole book runner (in such capacity, “Arranger”).
Employment AgreementEmployment Agreement • February 23rd, 2023 • Ruths Hospitality Group, Inc. • Retail-eating places • Florida
Ruth’s Hospitality Group, Inc. (hereafter referred to as “Employer”) and Mark Kupferman (hereinafter referred to as “Employee”) agree upon the following terms of employment of Employee by Employer. This employment agreement (this “Agreement”) shall take effect as of November 14, 2022 (the “Effective Date”).
DEALER MANAGER AGREEMENTDealer Manager Agreement • January 22nd, 2010 • Ruths Hospitality Group, Inc. • Retail-eating places • New York
ContractCommon Stock Purchase • April 25th, 2005 • Ruths Chris Steak House, Inc. • New York
THIS COMMON STOCK PURCHASE WARRANT AND THE SHARES THAT MAY BE PURCHASED HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS COMMON STOCK PURCHASE WARRANT HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO DISTRIBUTION, AND THIS COMMON STOCK PURCHASE WARRANT AND THE SHARES THAT MAY BE PURCHASED HEREUNDER MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AND REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL THAT THE PROPOSED TRANSACTION DOES NOT VIOLATE THE SECURITIES ACT OF 1933, AND APPLICABLE STATE SECURITIES LAWS.
ASSET PURCHASE AGREEMENT BY AND AMONG RUTH’S CHRIS STEAK HOUSE, INC. AND RCSH BELLEVUE, L.L.C., a Washington Limited Liability Company; STEVEN QUEYROUZE, individually ANNE QUEYROUZE, as First Intervenor AND CRESCENT CITY INVESTORS, INC. as Second...Asset Purchase Agreement • May 9th, 2007 • Ruths Chris Steak House, Inc. • Retail-eating places • Louisiana
THIS ASSET PURCHASE AGREEMENT (the “Agreement”) made this 16th day of April, 2007, by and among Ruth’s Chris Steak House, Inc. (“RCSH”), a Delaware corporation, and, if applicable, one or more affiliates to whom it may assign its purchase rights before closing including, without limitation, RCSH Operations, L.L.C., a Louisiana limited liability company (“RCSH LLC”) and RCSH Operations, Inc., a California corporation (“RCSH Inc.”) (collectively, RCSH, its assignees, RCSH LLC and RCSH Inc. being referred to hereinafter as the “Purchaser”); and RCSH Bellevue, L.L.C., a Washington Limited Liability Company (referred to herein as the “Seller”). Also appearing herein is (a) Steven Queyrouze, Individually (“Queyrouze”), (b) Anne Queyrouze (“First Intervenor”) for the purpose of disclaiming any interest in the transactions contemplated by this Agreement, and (c) Crescent City Investors, Inc., a Washington corporation (“Second Intervenor”) for the purpose of disclaiming any interest in the tran
CONFIDENTIALITY AGREEMENT March 8, 2023Confidentiality Agreement • May 16th, 2023 • Ruths Hospitality Group, Inc. • Retail-eating places
In connection with a possible negotiated transaction (the “Transaction”) between Ruth’s Hospitality Group, Inc., a Delaware corporation (together with its subsidiaries, “RHGI” or the “Disclosing Party”), and Darden Restaurants, Inc., a Florida corporation (together with its subsidiaries, the “Receiving Party”, and each of RHGI and the Receiving Party individually referred to as a “Party”, and collectively, the “Parties”), RHGI may disclose and/or deliver (or cause to be disclosed and/or delivered) to the Receiving Party certain information about itself and its affiliates, including about its and its affiliates’ ownership structure, properties, employees, finances, businesses and operations.
The CORPORATEplan for RetirementSM EXECUTIVE PLAN Adoption Agreement IMPORTANT NOTEAdoption Agreement • November 2nd, 2005 • Ruths Chris Steak House, Inc.
This document has not been approved by the Department of Labor, the Internal Revenue Service or any other governmental entity. An Adopting Employer must determine whether the plan is subject to the Federal securities laws and the securities laws of the various states. An Adopting Employer may not rely on this document to ensure any particular tax consequences or to ensure that the Plan is “unfunded and maintained primarily for the purpose of providing deferred compensation to a select group of management or highly compensated employees” under the Employee Retirement Income Security Act with respect to the Employer’s particular situation. Fidelity Management Trust Company, its affiliates and employees cannot provide you with legal advice in connection with the execution of this document. This document should be reviewed by the Employer’s attorney prior to execution.
ASSET PURCHASE AGREEMENT by and among RUTH’S CHRIS STEAK HOUSE, INC., CAMERON MITCHELL RESTAURANTS, LLC, M. CAMERON MITCHELL, Intervener and 1245 PROPERTIES, LLC, Intervener Dated as of November 6, 2007Asset Purchase Agreement • March 12th, 2008 • Ruths Chris Steak House, Inc. • Retail-eating places • Ohio
This Asset Purchase Agreement (the “Agreement”) is made and entered into this 6th day of November, 2007, by and among Ruth’s Chris Steak House, Inc., a Delaware corporation and its permitted assignees pursuant to Section 10.4 hereof (collectively, the “Purchaser”) and Cameron Mitchell Restaurants, LLC, an Ohio limited liability company (“Seller”). Also appearing herein, (each as an “Intervener” and collectively as the “Interveners”) are Mr. M. Cameron Mitchell, individually (“Mitchell”) and 1245 Properties, LLC, an Ohio limited liability company (“1245 Properties”).
TERMS OF EMPLOYMENT/ LETTER OF UNDERSTANDING AND SALARY CONTINUATION AGREEMENTContinuation Agreement • March 21st, 2008 • Ruths Chris Steak House, Inc. • Retail-eating places • Florida
Ruth’s Chris Steak House, Inc. (hereafter referred to as “Employer”) and Robert M. Vincent, (hereinafter referred to as “Employee”) agree upon the following terms of employment of Employee by Employer.
KEVIN TOOMY TERMS OF EMPLOYMENT/ LETTER OF UNDERSTANDING AND SALARY CONTINUATION AGREEMENTRuths Hospitality Group, Inc. • April 8th, 2010 • Retail-eating places • Florida
Ruth’s Hospitality Group, Inc. (hereafter referred to as “Employer”) and Kevin Toomy, (hereinafter referred to as “Employee”) agree upon the following terms of employment of Employee by Employer.
RUTH’S HOSPITALITY GROUP, INC. RESTRICTED STOCK AWARD AGREEMENT (PERFORMANCE AWARD) [Date]Restricted Stock Award Agreement • August 10th, 2018 • Ruths Hospitality Group, Inc. • Retail-eating places • Delaware
The Company is pleased to advise you that its Board of Directors has awarded you (the “Grantee”) a grant of Restricted Stock, as provided below, under the Company’s 2018 Omnibus Incentive Plan (the “Plan”), a copy of which is attached hereto and incorporated herein by reference. This Restricted Stock grant is intended to be a “Performance Award” in accordance with Article IX of the Plan, granted in a number of shares determined by the level at which the Performance Goals were satisfied, as previously established and subsequently certified by the Committee. Capitalized terms used but not defined herein shall have the meanings set forth in the Plan.
Ruth’s Chris Steak House, Inc. Common Stock UNDERWRITING AGREEMENT dated [ ], 2005 Banc of America Securities LLC Wachovia Capital Markets, LLC Goldman, Sachs & Co. RBC Capital Markets Corporation CIBC World Markets Corp. SG Cowen & Co., LLC Piper...Underwriting Agreement • August 3rd, 2005 • Ruths Chris Steak House, Inc. • New York
MICHAEL O’DONNELL TERMS OF EMPLOYMENT/ LETTER OF UNDERSTANDING AND SALARY CONTINUATION AGREEMENTContinuation Agreement • August 5th, 2008 • Ruths Hospitality Group, Inc. • Retail-eating places • Florida
Ruth’s Hospitality Group, Inc. (hereafter referred to as “Employer”) and Michael O’Donnell (hereinafter referred to as “Employee”) agree upon the following terms of employment of Employee by Employer.
SEVENTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 7th, 2021 • Ruths Hospitality Group, Inc. • Retail-eating places • New York
THIS SEVENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of May 4, 2021, is by and among RUTH’S HOSPITALITY GROUP, INC., a Delaware corporation (the “Borrower”), the Guarantors party hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent on behalf of the Lenders under the Credit Agreement (as hereinafter defined) (in such capacity, the “Administrative Agent”), and the Lenders party hereto.
Kristy Chipman EMPLOYMENT AGREEMENT (“AGREEMENT”)Employment Agreement • November 12th, 2020 • Ruths Hospitality Group, Inc. • Retail-eating places • Florida
Ruth’s Hospitality Group, Inc. (hereafter referred to as “Employer”) and Kristy Chipman (hereinafter referred to as “Employee”) agree upon the following terms of employment of Employee by Employer. This Agreement shall take effect as of November 30, 2020 (the “Effective Date”).
PURCHASE AGREEMENT among RUTH U. FERTEL, INC., and THE GUARANTORS LISTED ON THE SIGNATURE PAGES HEREOF and GS MEZZANINE PARTNERS, L.P. and GS MEZZANINE PARTNERS OFFSHORE, L.P. Dated as of September 17, 1999 Relating to: $45,000,000 Aggregate Principal...Purchase Agreement • April 25th, 2005 • Ruths Chris Steak House, Inc. • New York
PURCHASE AGREEMENT, dated as of September 17, 1999 (this “Agreement”), among Ruth U. Fertel, Inc., a Louisiana corporation, together with its permitted successors and assigns, the “Company”), the Guarantors (as hereinafter defined) listed on the signature pages hereof as Guarantors, GS Mezzanine Partners, L.P., a limited partnership organized under the laws of Delaware (“GS Mezzanine”), and GS Mezzanine Partners Offshore, L.P., an exempted limited partnership organized under the laws of the Cayman Islands (“GS Mezzanine Offshore” and, collectively with GS Mezzanine, the “Purchasers”).
RUTH U. FERTEL, INC. REGISTRATION AGREEMENTRegistration Agreement • April 25th, 2005 • Ruths Chris Steak House, Inc. • Illinois
THIS AGREEMENT is made as of September 17, 1999, among Ruth U. Fertel, Inc., a Louisiana corporation (the “Company”), Madison Dearborn Capital Partners III, L.P., a Delaware limited partnership (“MDCP”), Madison Dearborn Special Equity III, L.P., a Delaware limited partnership (“MDSE”), Special Advisors Fund I, LLC, a Delaware limited liability company (“SAF”). First Union Investors, Inc., a North Carolina corporation (“First Union”), GS Mezzanine Partners, L.P., a Delaware limited partnership (“GS Mezzanine”) and GS Mezzanine Partners Offshore, L.P., an exempted limited partnership organized under the laws of the Cayman Islands (“GS Mezzanine Offshore”, and together with GS Mezzanine, “GS”) and the investors listed on the signature page hereto (the “Investors”).
ASSET PURCHASE AGREEMENT BY AND AMONG RCSH OPERATIONS, INC., AS PURCHASER AND DESERT ISLAND RESTAURANTS, L.L.C. HONOLULU STEAK HOUSE, LLC MAUI STEAK HOUSE LLC WAILEA STEAK HOUSE LLCNon-Competition and Non-Solicitation Agreement • November 3rd, 2017 • Ruths Hospitality Group, Inc. • Retail-eating places • Hawaii
ASSET PURCHASE AGREEMENT BY AND AMONG RCSH OPERATIONS, LLC,Asset Purchase Agreement • May 3rd, 2019 • Ruths Hospitality Group, Inc. • Retail-eating places • Pennsylvania
THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of May 1, 2019, is made by and among RCSH Operations, LLC, a Louisiana limited liability corporation (the “Purchaser”), Marsha Brown Restaurants, L.P., a New York limited partnership, Marsha Brown Restaurants, Inc., a New York corporation, M.R. Brown, Inc., a Pennsylvania corporation, Marsha Brown Development Corporation, a New York corporation, and Ophelia May LLC, a Pennsylvania limited liability company (each, a “Seller” and collectively, the “Sellers”), and the Principals (as defined below).
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 8th, 2020 • Ruths Hospitality Group, Inc. • Retail-eating places • New York
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of May 7, 2020, is by and among RUTH’S HOSPITALITY GROUP, INC., a Delaware corporation (the “Borrower”), the Guarantors party hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent on behalf of the Lenders under the Credit Agreement (as hereinafter defined) (in such capacity, the “Administrative Agent”), and the Lenders party hereto.
SECURITIES PURCHASE AGREEMENT by and between RUTH U. FERTEL, INC. and FIRST UNION INVESTORS, INC.Securities Purchase Agreement • April 25th, 2005 • Ruths Chris Steak House, Inc. • New York
THIS SECURITIES PURCHASE AGREEMENT is dated as of September 17,1999, between RUTH U. FERTEL, INC., a Louisiana corporation (the “Company”), and FIRST UNION INVESTORS, INC., a North Carolina corporation (the “Purchaser”).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • May 3rd, 2023 • Ruths Hospitality Group, Inc. • Retail-eating places • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of May 2, 2023, is entered into by and among Darden Restaurants, Inc., a Florida corporation (“Parent”), Ruby Acquisition Corporation, a Delaware corporation and an indirect wholly-owned subsidiary of Parent (“Merger Sub”), Ruth’s Hospitality Group, Inc., a Delaware corporation (the “Company”), and one or more stockholders of the Company set forth on Schedule A hereto (each, a “Stockholder” and, if applicable, collectively, the “Stockholders”). All terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
TRANSACTION AND MERGER AGREEMENT dated July 16, 1999 by and among RUTH U. FERTEL, INC. and RUF MERGER CORP. and MADISON DEARBORN CAPITAL PARTNERS III, L.P., MADISON DEARBORN SPECIAL EQUITY III, L.P., and SPECIAL ADVISORS FUND I, LLCTransaction and Merger Agreement • April 25th, 2005 • Ruths Chris Steak House, Inc. • Louisiana
THIS TRANSACTION AND MERGER AGREEMENT, dated as of July 16, 1999 (this “Agreement”), is made and entered into by and among MADISON DEARBORN CAPITAL PARTNERS III, L.P., a limited partnership formed under the laws of the State of Delaware (“MDCPIII”), MADISON DEARBORN SPECIAL EQUITY III, L.P., a limited partnership formed under the laws of the State of Delaware (“MDSE”), SPECIAL ADVISORS FUND I, LLC, a limited liability company formed under the laws of the State of Delaware (“SAF”), RUF MERGER CORP., a corporation formed under the laws of the State of Louisiana (“Merger Sub”), and RUTH U. FERTEL, INC., a corporation formed under the laws of the State of Louisiana (the “Company”). MDCPIII, MDSE and SAF are collectively referred to as the “Purchasers”.
PREFERRED STOCK REPURCHASE AGREEMENTPreferred Stock Repurchase Agreement • March 9th, 2012 • Ruths Hospitality Group, Inc. • Retail-eating places • New York
THIS PREFERRED STOCK REPURCHASE AGREEMENT (this “Agreement”) is made as of March 8, 2012 by and among Bruckmann, Rosser, Sherrill & Co. III, L.P., a Delaware limited partnership (the “Fund”), BRS Coinvestor III, L.P., a Delaware limited partnership (the “Co-Invest Fund,” and together with the Fund, the “Sellers”), and Ruth’s Hospitality Group, Inc., a Delaware corporation (the “Company”).
SEPARATION, TRANSITION, AND RELEASE OF CLAIMS AGREEMENTSeparation, Transition, and Release of Claims Agreement • March 5th, 2021 • Ruths Hospitality Group, Inc. • Retail-eating places • Florida
This Separation, Transition, and Release of Claims Agreement (the “Agreement”) is made as of the Agreement Effective Date (as defined in Section 6 below) by and between Ruth’s Hospitality Group, Inc. (the “Company”) and Arne G. Haak (“Mr. Haak”) (together, the “Parties”).
RUTH’S HOSPITALITY GROUP, INC. AMENDED AND RESTATED 2005 LONG-TERM EQUITY INCENTIVE PLAN OMNIBUS AMENDMENT TO AWARD AGREEMENTSEmployment Agreement • March 8th, 2017 • Ruths Hospitality Group, Inc. • Retail-eating places
Reference is hereby made to the following equity award agreements previously entered into by and between you and Ruth’s Hospitality Group, Inc. (the “Company”) under the Company’s Amended and Restated 2005 Long-Term Equity Incentive Plan (the “Plan”), as amended from time to time (collectively, the “Award Agreements”):
RUTH’S HOSPITALITY GROUP, INC. RESTRICTED STOCK AWARD AGREEMENT (PERFORMANCE AWARD) [Date]Restricted Stock Award Agreement • March 8th, 2017 • Ruths Hospitality Group, Inc. • Retail-eating places • Delaware
The Company is pleased to advise you that its Board of Directors has awarded you (the “Grantee”) a grant of Restricted Stock, as provided below, under the Company’s Amended and Restated 2005 Long Term Equity Incentive Plan, as amended (the “Plan”), a copy of which is attached hereto and incorporated herein by reference. This Restricted Stock grant is intended to be a “Performance Award” in accordance with Section 9 of the Plan, granted in a number of shares determined by the level at which the Perforamnce Goals were satisfied, as previously established and subsequently certified by the Committee. Capitalized terms used but not defined herein shall have the meanings set forth in the Plan.
FORM OF VOTING AGREEMENTForm of Voting Agreement • December 23rd, 2009 • Ruths Hospitality Group, Inc. • Retail-eating places • Delaware
This VOTING AGREEMENT (this “Agreement”) is made and entered into as of December 22, 2009, by and among Bruckmann, Rosser, Sherrill & Co. III, L.P., a Delaware limited partnership (the “Fund”), BRS Coinvestor III, L.P., a Delaware limited partnership (the “Co-Invest Fund”, and together with the Fund, the “Investors”), Ruth’s Hospitality Group, Inc., a Delaware corporation (the “Company”), and the undersigned stockholder of the Company (the “Stockholder”).
RUTH U. FERTEL, INC. SHAREHOLDERS AGREEMENTShareholders Agreement • April 25th, 2005 • Ruths Chris Steak House, Inc. • Illinois
THIS AGREEMENT is made as of September 17, 1999, between Ruth U. Fertel, Inc., a Louisiana corporation (the “Company”), Madison Dearborn Capital Partners III, L.P., a Delaware limited partnership (“MDCP”), Madison Dearborn Special Equity III, L.P., a Delaware limited partnership (“MDSE”), Special Advisors Fund I, LLC, a Delaware limited liability company (“SAF”), First Union Investors, Inc., a North Carolina corporation (“First Union”), GS Mezzanine Partners, L.P., a Delaware limited partnership and GS Mezzanine Partners Offshore, an exempted limited partnership organized under the laws of the Cayman Island (“GS Mezzanine Offshore” and together with GS Mezzanine, “GS” and together with First Union, the “Warrantholders”) and each of the shareholders listed as Investors on the signature page hereto (the “Investors”), MDCP, MDSE, SAF, First Union, GS and the Investors are collectively referred to as the “Shareholders” and individually as a “Shareholder,” and all other capitalized terms us
AMENDED AND RESTATED MDP REGISTRATION AGREEMENTMDP Registration Agreement • December 23rd, 2009 • Ruths Hospitality Group, Inc. • Retail-eating places • Illinois
This AMENDED AND RESTATED MDP REGISTRATION AGREEMENT (this “Agreement”), dated as of December 22, 2009, is by and among Madison Dearborn Capital Partners III, L.P., a Delaware limited partnership (“MDCP”), Madison Dearborn Special Equity III, L.P., a Delaware limited partnership (“MDSE”), Special Advisors Fund I, LLC, a Delaware limited liability company (“SAF” and, together with MDCP and MDSE, the “Investors”), and Ruth’s Hospitality Group, Inc., a Delaware corporation (the “Company”).
ASSET PURCHASE AGREEMENT by and among RUTH’S CHRIS STEAK HOUSE, INC., CAMERON MITCHELL RESTAURANTS, LLC, M. CAMERON MITCHELL, Intervener and 1245 PROPERTIES, LLC, Intervener Dated as of November 6, 2007Asset Purchase Agreement • June 25th, 2009 • Ruths Hospitality Group, Inc. • Retail-eating places • Ohio
This Asset Purchase Agreement (the “Agreement”) is made and entered into this 6th day of November, 2007, by and among Ruth’s Chris Steak House, Inc., a Delaware corporation and its permitted assignees pursuant to Section 10.4 hereof (collectively, the “Purchaser”) and Cameron Mitchell Restaurants, LLC, an Ohio limited liability company (“Seller”). Also appearing herein, (each as an “Intervener” and collectively as the “Interveners”) are Mr. M. Cameron Mitchell, individually (“Mitchell”) and 1245 Properties, LLC, an Ohio limited liability company (“1245 Properties”).
MICHAEL O’DONNELL TERMS OF EMPLOYMENT/ LETTER OF UNDERSTANDING AND SALARY CONTINUATION AGREEMENTRuths Hospitality Group, Inc. • June 4th, 2018 • Retail-eating places • Florida
Ruth’s Hospitality Group, Inc. (hereafter referred to as “Employer”) and Michael O’Donnell, (hereinafter referred to as “Executive”) agree upon the following terms of employment of Executive by Employer.
TERMS OF EMPLOYMENT AND SALARY CONTINUATION AGREEMENT (“AGREEMENT”)David Hyatt • May 7th, 2021 • Ruths Hospitality Group, Inc. • Retail-eating places • Florida
Ruth’s Hospitality Group, Inc. (hereafter referred to as “Employer”) and David Hyatt (hereinafter referred to as “Employee”) agree upon the following terms of employment of Employee by Employer. This Agreement shall take effect as of March 1, 2021 (the “Effective Date”).
DAMON M. LIEVER TERMS OF EMPLOYMENT/ LETTER OF UNDERSTANDINGRuths Chris Steak House, Inc. • July 18th, 2007 • Retail-eating places • Florida
Ruth’s Chris Steak House, Inc. (hereafter referred to as “Employer”) and Damon M. Liever, (hereinafter referred to as “Employee”) agree upon the following terms of employment of Employee by Employer.
