PURCHASE AGREEMENT

PURCHASE AGREEMENT

    THIS PURCHASE AGREEMENT (the "Agreement") is dated as of the 1st day of
August, 2008 (the "Effective Date") between RUTH'S HOSPITALITY GROUP, INC.
("Parent"), RCSH OPERATIONS, LLC, a Louisiana limited liability company, RCSH
OPERATIONS, INC., a California corporation and RHG KINGFISH, LLC, a Florida limited
liability company (Parent, and such other entities, collectively, "Seller"), and SOVEREIGN
INVESTMENT COMPANY, a California corporation ("Purchaser").
R E C I T A L S :
      Purchaser desires to purchase, and Seller is willing to sell, the Properties (defined
hereinafter) upon the terms and conditions set out hereinafter.
      NOW, THEREFORE, in consideration of the terms, covenants and conditions set forth in
this Agreement, Seller and Purchaser hereby agree as follows:
      1.        Agreement to Sell and Convey. Seller hereby agrees to sell and convey to
Purchaser, and Purchaser hereby agrees to purchase from Seller, subject to the terms and
conditions hereinafter set forth, all of those five (5) parcels of land (each a "Parcel" and
collectively, the "Parcels") particularly described on Exhibit A attached hereto, together with all
of Seller's right, title and interest in and to:
            (a)        all buildings, structures, and improvements on a Parcel (the
"Improvements"; together with the Parcel, the "Property"; and all five (5) Properties are
sometimes hereinafter referred to collectively as the "Properties"), including, without limitation,
all fixtures, machinery, apparatus, equipment, fittings and appliances of every kind and nature
whatsoever now or hereafter affixed or attached to or installed in any of the Properties (except as
hereafter provided), including all electrical, anti-pollution, heating, lighting (including hanging
fluorescent lighting), incinerating, power, air cooling, air conditioning, humidification,
sprinkling, plumbing, lifting, cleaning, fire prevention, fire extinguishing and ventilating
systems, devices and machinery and all engines, pipes, pumps, tanks (including exchange tanks
and fuel storage tanks), motors, conduits, ducts, steam circulation coils, blowers, steam lines,
compressors, oil burners, boilers, doors, windows, loading platforms, lavatory facilities,
stairwells, fencing (including cyclone fencing), passenger elevators, together with all additions
thereto, substitutions therefor and replacements thereof (collectively, the "Equipment"), but
excluding the following: Seller's personal property, trade fixtures and free-standing equipment
located on each Parcel which are not deemed to constitute real property fixtures and including
any trademarked items and proprietary warming ovens; and
            (b)        all of the easements benefiting, and rights of access appurtenant to, each
Property; and
            (c)        individually and together, the rights and appurtenances pertaining to each
Property, including any adjacent streets, roads, alleys, accesses, and rights-of-way.
      2.        Purchase Price. Purchaser shall pay Seller the sum of Seventeen Million Five
Hundred Seventy-Eight Thousand Nine Hundred Fifty-Nine Dollars ($17,578,959) for the
Properties (the "Purchase Price") as allocated as set forth on Exhibit B, as follows:
            (a)        Deposit. Within three (3) business days following execution of this
Agreement by Seller and Purchaser (the date of such mutual execution being the "Effective
Date"), Purchaser shall deposit in escrow with the Title Company (defined hereinafter) in
accordance with wire transfer instructions to be provided by the Title Company, the sum of Two
Hundred Fifty Thousand Dollars ($250,000) (the "First Installment") which shall be fully
refundable to Purchaser on or before expiration of the Approval Period, and shall be held in an
interest bearing money market account. If Purchaser elects to proceed with its purchase of the
Property pursuant to Section 4(b) hereof, then on or before expiration of the Approval Period,
Purchaser shall deposit in escrow with the Title Company, an additional Two Hundred Fifty
Thousand Dollars ($250,000) (the "Second Installment", together with the First Installment, and
all interest accrued thereon, is hereinafter collectively referred to as the "Deposit"), which
Deposit shall be held in accordance with the terms of this Agreement and applied to the Purchase
Price at Closing (defined below) if the transaction is consummated or paid to Seller or Purchaser
as provided in this Agreement in the event the transaction is not consummated. The Deposit
shall be held in an interest bearing money market account reasonably acceptable to Purchaser
and Seller and all interest earned on the Deposit shall be paid to the party entitled to the Deposit.
            (b)        Balance of Purchase Price. The balance of the Purchase Price shall be
paid, plus or minus closing adjustments, as the case may be, less the Deposit and all accrued
interest thereon, to Seller upon Closing by wire transfer of immediately available U.S. funds in
accordance with wire transfer instructions to be provided by or on behalf of Seller on or prior to
the Closing Date (defined below). Seller acknowledges and agrees that the Purchase Price
allocations set forth on Exhibit B attached to this Agreement are subject to such commercially
reasonable adjustments prior to Closing as Purchaser may reasonably require, so long as the
aggregate Purchase Price remains the same.
      3.        Due Diligence Items. At Seller's sole cost and expense, Seller shall, within five
(5) days of the Effective Date, furnish to Purchaser true, correct and complete copies of the
following items with respect to each Property that are in Seller's possession (collectively, the
"Due Diligence Items"):
            (a)        any title insurance policy, title insurance commitment or preliminary title
report in Seller's possession, including all title exceptions;
            (b)        any survey, plot plan, subdivision plan or site plan in Seller's possession;
            (c)        any documentation regarding the environmental condition of the Property,
including, but not limited to, any Phase I or II environmental studies or reports procured by or on
behalf of Seller, together with reliance letters from the firms that prepared such Phase I or II
environmental studies or reports which reliance letters shall be addressed to Purchaser and
Purchaser's lender (it being understood that the reliance letters may be delivered to Purchaser
within twenty (20) days of the Effective Date);
            (d)        written evidence from the appropriate governmental authority that Seller
exists and, if applicable, is in good standing in its jurisdiction of organization and is qualified to
conduct business and is in good standing in the jurisdictions in which Seller owns Properties;
            (e)        all contracts to which Seller is or will be a party relating to the
Improvements located on each Parcel that will be binding on Purchaser after the Closing;

            (f)        all leases and all amendments thereto, and any agreements conferring
rights to use or occupy the Property ;
            (g)        all as-built plans and specifications for all of the Improvements in Seller's
possession;
            (h)        all written warranties from third parties relating to the Improvements in
Seller's possession (the "Warranties");
            (i)        property condition, engineering and other reports in Seller's possession
relating to the condition of the Property;
            (j)        all requested financial information (the "Financial Statements"),
including (i) operating statements for each Property for the last three (3) years and current year to
date; and (ii) the audited financial statements for the Seller for the last three (3) years, and
current year to date;
            (k)        evidence of existing liability and hazard insurance;
            (l)        certificates of occupancy relating to each Parcel;
            (m)        any soils reports or geotechnical reports in Seller's possession regarding
any Property;
            (n)        sources and uses statement setting out the use of the proceeds of this
transaction;
            (o)        company and store-level financial projections; and
            (p)        any other documents in Seller's possession reasonably requested by
Purchaser relating to the Property and/or the Seller.
Seller has no actual knowledge that any of the documents or written information provided to
Purchaser by Seller or on its behalf in connection with the transaction is materially inaccurate or
incomplete or contains any material untrue statements of fact or omits any material fact.

      4.        Approval Period
            (a)        During the period commencing on the Effective Date and ending on the
date that is thirty (30) days after the later of (i) the Effective Date, or (ii) the date that Purchaser
receives the Due Diligence Items (the "Approval Period") (and if Purchaser does not terminate
this Agreement on or before expiration of the Approval Period, then at all times thereafter and
prior to the Close of Escrow or earlier termination of this Agreement pursuant to its terms),
Purchaser and its agents, consultants, representatives and employees shall be entitled to enter
upon the Properties and conduct any and all physical inspections of each Property which
Purchaser deems to be appropriate or necessary, including, without limitation, surveys, physical
inspections or examinations of the Improvements, soil tests, environmental studies and tests, and
any other due diligence investigation relating to Purchaser's proposed ownership of the
Properties. Purchaser shall not unreasonably interfere with the ongoing business conducted at
the Properties. As to any such investigation, Purchaser shall restore the Properties to the same
condition as existed prior to any such investigation, provided, however, that Purchaser shall have
no liability for or obligation to remedy any conditions or defects in, on, under or about any
Property (i) not caused by Purchaser, including those conditions and defects discovered during
Purchaser's investigations and inspections; (ii) resulting from the acts or omissions of Seller or
any of Seller's agents, engineers, contractors, consultants, employees or representatives, or other
prospective purchasers of any Property; or (iii) any losses, damages, liabilities, claims, costs and
expenses (including, without limitation, claims for diminution in value) in any way related to the
matters described in (i) and/or (ii) immediately above. Except with respect to the matters
described in subsections (i), (ii) and/or (iii) above, Purchaser agrees to indemnify and hold
harmless Seller from and against, and to reimburse Seller with respect to any and all claims,
demands, causes of action, loss, damage, liabilities, costs and expenses (including reasonable
attorneys' fees and disbursements) asserted against or incurred by Seller by reason of or arising
out of any of Purchaser's on-site investigations. Prior to any entry on the Property by Purchaser
before the Closing, Purchaser shall advise Seller of the date and time of such entry and secure
and maintain a comprehensive general liability and property damage policy in an amount of not
less than One Million Dollars ($1,000,000), which will cover the activities of Purchaser and its
agents on the Property and shall name Seller an additional insured thereunder.
            (b)        Prior to expiration of the Approval Period, Purchaser may elect to
terminate this Agreement for any reason or no reason by giving written notice of Purchaser's
election to terminate this Agreement to Seller or by failing to deliver any written notice to
Purchaser. If Purchaser fails to give such termination notice on or prior to the expiration of the
Approval Period, Purchaser shall be deemed to have elected to terminate this Agreement. Upon
such termination, the Deposit and all accrued interest thereon shall be returned to the Purchaser
and thereafter, neither party shall have any obligations or liabilities under this Agreement except
for those expressly intended to survive the termination of this Agreement. In the event Seller
fails to comply with its obligations as provided above or Purchaser elects to terminate this
Agreement as provided above, the Title Company shall upon receipt of a notice from Purchaser
stating either such circumstance, promptly return the Deposit and all interest accrued thereon to
Purchaser without the necessity of further instruction. Thereafter, this Agreement shall be null
and void and neither party shall have any further liability or obligation to the other except for
those obligations expressly intended to survive termination of this Agreement.
            (c)        During the Approval Period, Purchaser shall have the option of obtaining,
at Seller's sole cost and expense, a new title commitment for each Property (the "Title
Commitment") issued by a title company selected by Purchaser ("Title Company") and a new
survey of each Property (the "Survey"). In the event (i) a Survey shows any easement, right-of-
way, encroachment, conflict, protrusion or other matter affecting the Property that is
unacceptable to Purchaser, or (ii) any exceptions appear in any Title Commitment that are
unacceptable to Purchaser, Purchaser shall, within ten (10) days of Purchaser's receipt of the
Title Commitment (together with copies of all underlying documents) and Survey for all of the
Properties, notify Seller in writing of such facts and the reasons therefor (collectively, the
"Purchaser's Objections"). Upon the expiration of the Approval Period, except for Purchaser's
Objections if same are timely raised, Purchaser shall be deemed to have accepted the form and
substance of the Survey and all exceptions to the Title Commitment (except for those items
Seller is obligated to discharge as set forth in this Section 4(c)) and other items shown therein
(the "Permitted Exceptions"). No later than ten (10) days after delivery of Purchaser's
Objections, Seller shall notify Purchaser in writing as to whether Seller intends to take such
actions that are necessary to reasonably address Purchaser's Objections at or before the Closing.
Notwithstanding anything to the contrary contained herein and except for any mortgages,
judgments, mechanics liens and security interests against any of the Properties (or against
property included within a Property) which Seller shall satisfy and remove at Closing, Seller
shall have no obligations to eliminate or modify any of the Purchaser's Objections (except that
Seller shall be obligated to deliver to the Title Company a customary owner's affidavit, gap
indemnity and such other similar agreements in order to enable the Title Company to insure
title). If Seller is unable or unwilling to eliminate or modify all of Purchaser's Objections to the
reasonable satisfaction of Purchaser, Purchaser may (as its sole and exclusive remedy) terminate
this Agreement by delivering notice thereof in writing to Seller and Title Company on or prior to
the date which is ten (10) days following expiration of the Approval Period, in which event, the
Deposit and all accrued interest thereon will be returned to Purchaser and thereafter, neither
party shall have any obligations or liabilities under this Agreement except for those expressly
intended to survive the termination of this Agreement.
      5.        Leases.
            (a)        Seller or a subsidiary of Seller and Purchaser will enter into a lease at
Closing with respect to each Property, and each such lease shall be on a lease form to be agreed
upon in writing between Seller and Purchaser during the Approval Period and attached hereto as
Exhibit C, with only such changes thereto as may be requested by Landlord's local counsel to
incorporate state-specific lease provisions. All of the leases described in this Section 5(a) are
referred to hereinafter collectively as the "Leases." The entity executing the Lease shall
sometimes be referred to herein as "Tenant."
            (b)        The initial aggregate annual Minimum Rent (as defined in each Lease)
under all of the Leases shall equal $1,485,422.00 and the annual Minimum Rent shall be
allocated among the Properties as more particularly set forth on Exhibit B attached hereto, which
allocation may be adjusted by Purchaser based on Purchaser's review of appraisals and other
factors with respect to each Property. The Annual Minimum Rent shall be subject to increase in
accordance with the terms of the Leases. The annual Minimum Rent under each Lease shall be
increased by four percent (4%) as of the commencement of the third lease year and shall be
increased annually thereafter by one and three-quarter percent (1.75%). The initial term of each
of the Leases shall be set forth on Exhibit B attached hereto and each of the Leases shall have
two (2) five-year extension options.
      6.        Representations and Warranties of Seller; Representations and Warranties
of Purchaser.
        Seller hereby makes all of the following representations and warranties, all of which
Seller represents are true and correct as of the Effective Date and again as of the Closing Date:
            (a)        Seller is duly created, validly existing and in good standing pursuant to the
laws of the jurisdiction of its organization and is duly qualified to do business and is in good
standing in the jurisdictions in which the Properties are situated.
            (b)        Seller is authorized and empowered to enter into this Agreement and
perform all of its obligations under this Agreement without any qualification whatsoever. This
Agreement is legally binding upon Seller and enforceable against Seller in accordance with all of
its provisions. The person signing this Agreement on behalf of Seller has been duly authorized
to sign and deliver this Agreement on behalf of Seller.
            (c)        The execution and delivery of this Agreement, and the performance of
Seller's obligations under this Agreement, will not violate or breach, or conflict with, the terms,
covenants or provisions of any agreement, contract, note, mortgage, indenture or other document
of any kind whatsoever to which Seller is a party or to which any Property is subject.
            (d)        At Closing, Seller will be the sole owner of good and marketable fee
simple title to each Property, subject only to the Permitted Exceptions. Except for the Permitted
Exceptions affecting a particular Property, there are, as of the Effective Date, and there will be,
as of the Closing, no other liens, encumbrances or matters affecting a Property.
            (e)        To Seller's knowledge, there has been no "release" of any hazardous
substances on or about any of the Properties or on or about any real property surrounding any of
the Properties which might affect any of the Properties. For the purposes of this Agreement, the
terms "hazardous substances" and "release" shall have the definitions used in the Comprehensive
Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601 et seq. ("Superfund
Act"); provided, however, that the definition of the term "hazardous substances" shall also
include (if not included within the definition contained in the Superfund Act), petroleum and
related by-products, hydrocarbons, radon, asbestos, urea formaldehyde and polychlorinated
biphenyl compounds ("PCBs"). To Seller's knowledge, none of the following are present on any
of the Properties: (a) any landfill, waste pile, underground storage tank or surface impoundment;
(b) any asbestos-containing materials; or (c) any PCB's.
            (f)        To Seller's knowledge (1) the existing use and condition of each Property
does not violate any zoning, environmental, building, health, fire or similar statute, ordinance,
regulation or code, (2) each Property is in compliance with all governmental permits and current
zoning requirements, including, all parking requirements, and each Property is not a non-
conforming or special use, and (3) each Property includes all rights to any off-site facilities
necessary to ensure compliance with zoning, building, health, fire, water use or similar statutes,
laws, regulations and orders.
            (g)        Seller has received no notice (written or otherwise) from any
governmental agency alleging a violation of any statute, ordinance, regulation or code with
respect to any of the Properties, whether or not such violation has been cured.
            (h)        There are no pending nor, to Seller's knowledge, threatened matters of
litigation, administrative action or examination, government investigation, claim or demand (a
"Claim") relating to the Seller, a Property or Seller's interest in a Property.
            (i)        There is no pending nor, to Seller's knowledge, contemplated or
threatened eminent domain, condemnation or other governmental taking or proceeding relating
to a Property or any part thereof.
            (j)        To Seller's knowledge, there are no public improvements in the nature of
off-site improvements (or otherwise) which have been ordered to be made and/or which have not
previously been assessed and there are no special or general assessments pending against or
affecting a Property which are not disclosed on the public records.
            (k)        Seller is not a party to, and no Property is subject to, any binding contract
or agreement of any kind whatsoever that will be binding on Purchaser after the Closing or that
is a sale or lease agreement pertaining to the Property, written or oral, with respect to such
Property, other than this Agreement.
            (l)        All bills and invoices for labor and material of any kind relating to each
Property have been paid in full and, as of the Closing Date, there will be no liens or other claims
outstanding or available to any party in connection with a Property.
            (m)        Seller has not executed or entered into any other binding agreement to
purchase, sell, option, lease, mortgage or otherwise dispose of or alienate all or any portion of
any of the Properties, other than this Agreement and the Leases.
            (n)        To Seller's knowledge, all of the Improvements on each Property are in
good working order, condition and repair and are not in need of repair or replacement (subject to
ordinary wear and tear).
            (o)        All utility services, including sanitary sewer, water, electric power and
telephone service, and to the extent required by applicable law, storm, are available to each
Property in form, properly sized and with capacity sufficient for the useful enjoyment and
operation of each Property for its intended use and all assessments, impact fees, development
fees, tap-on fees or recapture costs then due and payable in connection therewith will be paid
prior to Closing except the usual and customary charges involved in the ordinary course of
business and specifically identified in the budget that has been approved by Purchaser.
            (p)        No broker, finder, agent or other intermediary has or will have any right or
claim against Purchaser for any commission, finder's fee or similar amount arising in connection
with leases for space in Property entered into prior to the Closing, unless said right or claim is a
result of the actions of Purchaser with respect to such broker in connection with a Property or
unless such commission are both approved in writing by Purchaser.
            (q)        Each Property constitutes one tax parcel which does not include any real
estate other than the Parcel. The Property is not currently subject to a tax abatement. Any tax
rollback or additional tax due or which may become due as the result of a Property's having been
assessed with an agricultural, timber, open use or other special use designation within the
preceding five (5) years shall be paid by Seller or Seller's predecessor in title.
            (r)        Seller is not a "foreign person" as defined in Internal Revenue Code
Section 1445 and any related regulations.
            (s)        Seller and, to Seller's knowledge, no person or entity who owns a direct
interest in Seller is not now nor shall it be at any time during the term of this Agreement a person
or entity with whom a United States citizen or any entity organized under the laws of the United
States or its constituent states, including a financial institution (as defined under applicable
federal codes), is prohibited from transacting business of the type contemplated by this
Agreement, whether such prohibition arises under U.S. law, regulation, executive orders and lists
published by the Office of Foreign Assets Control, Department of the Treasury ("OFAC")
(including those exec