On October 16, 2017, Ruby Tuesday issued
a press release announcing the execution of the Merger Agreement. A copy of the press release is attached as Exhibit 99.1 and is
incorporated herein by reference.
On October 16, 2017, Ruby Tuesday also
provided supplemental information regarding the proposed transaction in certain communications. Copies of the communications are
attached hereto as Exhibits 99.2, 99.3, 99.4, 99.5 and 99.6 and are incorporated by reference herein.
Important Information For Investors And Stockholders
This communication does not constitute an offer to buy or sell
or the solicitation of an offer to buy or sell any securities or a solicitation of any vote or approval. This communication relates
to a proposed transaction between Ruby Tuesday, Inc. (“Ruby Tuesday”) and a fund managed by NRD Capital (“Acquiror”).
In connection with this proposed transaction, Ruby Tuesday and/or Acquiror may file one or more proxy statements, registration
statements, proxy statement/prospectus or other documents with the Securities and Exchange Commission (the “SEC”).
This communication is not a substitute for any proxy statement, registration statement, proxy statement/prospectus or other document
Ruby Tuesday and/or Acquiror may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS
OF RUBY TUESDAY AND ACQUIROR ARE URGED TO READ THE PROXY STATEMENT(S), REGISTRATION STATEMENT(S), PROXY STATEMENT/PROSPECTUS AND
OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. Any definitive proxy statement(s) (if and when available) will be mailed to stockholders of Ruby
Tuesday and/or Acquiror, as applicable. Investors and security holders will be able to obtain free copies of these documents (if
and when available) and other documents filed with the SEC by Ruby Tuesday and/or Acquiror through the website maintained by the
SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Ruby Tuesday will be available free of charge on Ruby
Tuesday’s internet website at http://www.rubytuesday.com or by contacting Ruby Tuesday’s Investor Relations Director
by email at RubyTuesdayIR@icrinc.com or by phone at (646) 277-1273.
Participants in Solicitation
Ruby Tuesday, Acquiror, their respective directors and certain
of their respective executive officers may be considered participants in the solicitation of proxies in connection with the proposed
transaction. Information about the directors and executive officers of Ruby Tuesday is set forth in its Annual Report on Form 10-K
for the fiscal year ended June 6, 2017, which was filed with the SEC on August 21, 2017 and amended on October 4, 2017, certain
of its Quarterly Reports on Form 10-Q and certain of its Current Reports filed on Form 8-K.
These documents can be obtained free of charge from the sources
indicated above. Additional information regarding the participants in the proxy solicitations and a description of their direct
and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant
materials to be filed with the SEC when they become available.
Forward Looking Statements
Certain statements in this communication regarding the proposed
transaction between Ruby Tuesday and Acquiror are “forward-looking” statements. The words “anticipate,”
“believe,” “ensure,” “expect,” “if,” “intend,” “estimate,”
“probable,” “project,” “forecasts,” “predict,” “outlook,” “aim,”
“will,” “could,” “should,” “would,” “potential,” “may,”
“might,” “anticipate,” “likely” “plan,” “positioned,” “strategy,”
and similar expressions, and the negative thereof, are intended to identify forward-looking statements. These forward-looking statements,
which are subject to risks, uncertainties and assumptions about Ruby Tuesday and Acquiror, may include projections of their respective
future financial performance, their respective anticipated growth strategies and anticipated trends in their respective businesses.
These statements are only predictions based on current expectations and projections about future events. There are important factors
that could cause actual results, level of activity, performance or achievements to differ materially from the results, level of
activity, performance or achievements expressed or implied by the forward-looking statements, including the risk factors set forth
in Ruby Tuesday’s most recent report on Form 10-K, Form 10-Q and other documents on file with the SEC and the factors given
below:
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failure of Acquiror to obtain the financing required to consummate
the proposed transaction;
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failure to obtain the approval of shareholders of Ruby Tuesday in
connection with the proposed transaction;
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the failure to consummate or delay in consummating the proposed transaction
for other reasons;
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the timing to consummate the proposed transaction;
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the risk that a condition to closing of the proposed transaction may
not be satisfied;
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the risk that a regulatory approval that may be required for the proposed
transaction is delayed, is not obtained, or is obtained subject to conditions that are not anticipated;
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the diversion of management time to transaction-related issues.
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Ruby Tuesday’s forward-looking statements are based on
assumptions that Ruby Tuesday believes to be reasonable but that may not prove to be accurate. Neither Ruby Tuesday nor Acquiror
can guarantee future results, level of activity, performance or achievements. Moreover, neither Ruby Tuesday nor Acquiror assumes
responsibility for the accuracy and completeness of any of these forward-looking statements. Ruby Tuesday and Acquiror assume no
obligation to update or revise any forward-looking statements as a result of new information, future events or otherwise, except
as may be required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only
as of the date hereof.