Ruby Tuesday Inc Sample Contracts

OF
Operating Agreement • March 15th, 1996 • Morrison Restaurants Inc/ • Retail-eating places • Georgia
RECITALS:
Employment Agreement • January 19th, 2000 • Ruby Tuesday Inc • Retail-eating places • Tennessee
among
Master Agreement • October 18th, 2000 • Ruby Tuesday Inc • Retail-eating places • Georgia
RUBY TUESDAY, INC. 10,000,000 Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • July 28th, 2009 • Ruby Tuesday Inc • Retail-eating places • New York
RUBY TUESDAY, INC. as the Company and as Trustee
Ruby Tuesday Inc • June 25th, 2009 • Retail-eating places • New York

WHEREAS, the Company has duly authorized the issue from time to time of its subordinated debentures, notes or other evidences of indebtedness to be issued in one or more series (the “Securities”) up to such principal amount or amounts as may from time to time be authorized in accordance with the terms of this Indenture and to provide, among other things, for the authentication, delivery and administration thereof, the Company has duly authorized the execution and delivery of this Indenture; and

EXHIBIT 10.23 DISTRIBUTION AGREEMENT by and among MORRISON RESTAURANTS INC. MORRISON FRESH COOKING, INC.
Distribution Agreement • March 15th, 1996 • Morrison Restaurants Inc/ • Retail-eating places • Georgia
RECITALS
License Agreement • March 15th, 1996 • Morrison Restaurants Inc/ • Retail-eating places • Georgia
among
Revolving Credit Agreement • October 18th, 2000 • Ruby Tuesday Inc • Retail-eating places • Georgia
AMSOUTH BANK OF ALABAMA Transfer Agent and Registrar, By Authorized Signature
Morrison Restaurants Inc/ • March 15th, 1996 • Retail-eating places

Ruby Tuesday, Inc., of the par value of $.01 per share, transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrendor of this Certificate properly endorsed. The Certificate is not valid unless and until countersigned and registered by the Transfer Agent and Registrar.

PURCHASE AGREEMENT
Purchase Agreement • May 9th, 2012 • Ruby Tuesday Inc • Retail-eating places • New York

The Securities (as defined below) will be issued pursuant to an indenture (the “Indenture”), to be dated as of the Closing Date (as defined in Section 2 hereof), among the Company, the Guarantors (as defined below) and Wells Fargo Bank, National Association, as trustee (the “Trustee”). Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), among the Company, the Trustee and the Depositary.

RUBY TUESDAY, INC. as the Company and as Trustee Senior Indenture Dated as of , 20
Senior Indenture • June 25th, 2009 • Ruby Tuesday Inc • Retail-eating places • New York

WHEREAS, the Company has duly authorized the issue from time to time of its senior debentures, notes or other evidences of indebtedness to be issued in one or more series (the “Securities”) up to such principal amount or amounts as may from time to time be authorized in accordance with the terms of this Indenture and to provide, among other things, for the authentication, delivery and administration thereof, the Company has duly authorized the execution and delivery of this Indenture; and

WITNESSETH:
Allocation and Indemnification Agreement • March 15th, 1996 • Morrison Restaurants Inc/ • Retail-eating places • Georgia
AGREEMENT AND PLAN OF MERGER dated as of October 16, 2017 among RUBY TUESDAY, INC., RTI HOLDING COMPANY, LLC, and RTI MERGER SUB, LLC
Agreement and Plan of Merger • October 16th, 2017 • Ruby Tuesday Inc • Retail-eating places • New York

AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of October 16, 2017 among Ruby Tuesday, Inc., a Georgia corporation (the “Company”), RTI Holding Company, LLC, a Delaware limited liability company (“Parent”), and RTI Merger Sub, LLC, a Georgia limited liability company and a wholly-owned subsidiary of Parent (“Merger Subsidiary”).

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT dated as of November 19, 2004 among RUBY TUESDAY, INC., as Borrower, THE LENDERS FROM TIME TO TIME PARTY HERETO and BANK OF AMERICA, N.A., as Administrative Agent, Issuing Bank and Swingline Lender
Revolving Credit Agreement • November 24th, 2004 • Ruby Tuesday Inc • Retail-eating places • Georgia

THIS AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “Agreement”) is made and entered into as of November 19, 2004, by and among RUBY TUESDAY, INC., a Georgia corporation (the “Borrower”), the several banks and other financial institutions from time to time party hereto (the “Lenders”) and BANK OF AMERICA, N.A., in its capacity as Administrative Agent for the Lenders (the “Administrative Agent”), as Issuing Bank (the “Issuing Bank”), and as Swingline Lender (the “Swingline Lender”).

RUBY TUESDAY, INC. RESTRICTED STOCK AWARD
Restricted Stock Award • August 29th, 2011 • Ruby Tuesday Inc • Retail-eating places • Georgia

This RESTRICTED STOCK AWARD (the “Restricted Stock Award” or “Award”) is made and entered into as of the ______of ______, ____ by and between Ruby Tuesday, Inc. (the “Company”), a Georgia corporation, and _____________ (the “Employee”).

RUBY TUESDAY, INC., as Company the Guarantors party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of May 14, 2012 7⅝% Senior Notes Due 2020
Indenture • May 17th, 2012 • Ruby Tuesday Inc • Retail-eating places • New York

INDENTURE, dated as of May 14, 2012, between Ruby Tuesday, Inc., a Georgia corporation, as the Company, the Guarantors party hereto and Wells Fargo Bank, National Association, a national banking association, as Trustee.

W I T N E S S E T H: - - - - - - - - - -
Morrison Restaurants Inc/ • March 15th, 1996 • Retail-eating places
RUBY TUESDAY, INC. INDUCEMENT AND HIGH-PERFORMANCE AWARD
Ruby Tuesday Inc • August 5th, 2013 • Retail-eating places • Georgia

THIS INDUCEMENT AND HIGH-PERFORMANCE AWARD (the “Inducement and High-Performance Award” or “Award”) is made and entered into as of December 3, 2012 (the “Grant Date”) by and between Ruby Tuesday, Inc. (the “Company”), a Georgia corporation, and James J. Buettgen (“Employee”). Upon and subject to the Terms and Conditions attached hereto and incorporated herein by reference, the Company hereby awards as of the Grant Date to Employee a non-qualified stock option (the “Option”), as described below, to purchase the Option Shares and the Restricted Shares, as described below.

among
Master Agreement • August 31st, 2001 • Ruby Tuesday Inc • Retail-eating places • Georgia
RUBY TUESDAY, INC. SERVICE-BASED RESTRICTED STOCK AWARD
Restricted Stock Award • June 25th, 2013 • Ruby Tuesday Inc • Retail-eating places • Georgia

This SERVICE-BASED RESTRICTED STOCK AWARD (the “Restricted Stock Award” or “Award”) is made and entered into as of the __ day of ______ by and between Ruby Tuesday, Inc. (the “Company”), a Georgia corporation, and ______ (the “Employee”).

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”).

RUBY TUESDAY, INC. RESTRICTED STOCK AWARD
Restricted Stock Award • October 11th, 2012 • Ruby Tuesday Inc • Retail-eating places • Georgia

This RESTRICTED STOCK AWARD (the “Award”) is made and entered into as of the ___ day of October, 2012 by and between Ruby Tuesday, Inc. (the “Company”), a Georgia corporation, and _________________________ (the “Director”).

RUBY TUESDAY, INC. SERVICE STOCK AWARD
Service Stock Award • July 27th, 2010 • Ruby Tuesday Inc • Retail-eating places • Georgia

This SERVICE STOCK AWARD (the “Award”) is made and entered into as of the ____ day of _______, 2010 by and between Ruby Tuesday, Inc. (the “Company”), a Georgia corporation, and _______________ (the “Employee”).

MASTER AGREEMENT
Master Agreement • August 30th, 1999 • Ruby Tuesday Inc • Retail-eating places • Georgia
FIRST AMENDMENT TO THE RUBY TUESDAY, INC. SALARY DEFERRAL PLAN
Ruby Tuesday Inc • April 19th, 2002 • Retail-eating places