0000950103-11-002631 Sample Contracts

AGREEMENT
Agreement • July 1st, 2011 • Ruby Tuesday Inc • Retail-eating places • Georgia

This Agreement, dated as of June 30, 2011, is by and among Ruby Tuesday, Inc., a Georgia corporation (the “Company”), and Steven R. Becker, an individual resident of Texas (“Becker”), Matthew A. Drapkin, an individual resident of New York (“Drapkin”), Becker Drapkin Partners (QP), L.P., a Texas limited partnership, Becker Drapkin Partners, L.P., a Texas limited partnership, BD Partners III, L.P., a Texas limited partnership, Becker Drapkin Management, L.P., a Texas limited partnership, and BC Advisors, LLC, a Texas limited liability company (collectively with Becker and Drapkin, the “Shareholder Group”).

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