PLEDGE AGREEMENT

PLEDGE AGREEMENT

THIS PLEDGE AGREEMENT dated as of May 21, 2008 (as amended, modified, restated or supplemented from time to time, the “ Pledge Agreement ”) is by and among the parties identified as “Pledgors” on the signature pages hereto and such other parties as may become Pledgors hereunder after the date hereof by executing a Pledge Supplement Agreement in the form attached hereto as Schedule I and made a part hereof (individually a “ Pledgor ”, and collectively the “ Pledgors ”) and Bank of America, N.A., as collateral agent under the Intercreditor Agreement (defined below) (in such capacity, the “ Collateral Agent ”) for the Secured Creditors (defined below).

W I T N E S S E T H

WHEREAS , a credit facility has been established in favor of Ruby Tuesday, Inc., a Georgia corporation (“ Ruby Tuesday ” or the “ Borrower ”), pursuant to the terms of that certain Amended and Restated Revolving Credit Agreement dated as of February 28, 2007 (as amended, modified, supplemented or extended from time to time, the “ Credit Agreement ”) among the Borrower, the lenders from time to time party thereto (the “ Lenders ”) and Bank of America, N.A., as administrative agent for the Lenders (“ Administrative Agent ”), issuing bank and swing line lender; and

WHEREAS , Ruby Tuesday has entered into that certain Amended and Restated Loan Facility Agreement and Guaranty dated as of November 19, 2004 (as amended, modified, supplemented or extended from time to time, the “ Loan Facility Agreement ”) among Ruby Tuesday as the sponsor, the participants from time to time party thereto (the “ Participants ”) and Bank of America, N.A. as servicer and agent for the Participants (the “ Servicer ”); and

WHEREAS , pursuant to that certain Amended and Restated Note Purchase Agreement dated as of May 21, 2008 among Ruby Tuesday and the purchasers party thereto (the “ Senior Note Purchasers ”) (as amended, modified, restated or supplemented from time to time, the “ Senior Note Purchase Agreement ”), Ruby Tuesday has issued and sold to the Senior Note Purchasers Amended and Restated Senior Secured Notes, Series A, due April 1, 2010 and Amended and Restated Senior Secured Notes, Series B, due April 1, 2013 (together with all notes issued in substitution or exchange therefore or in replacement thereof in accordance with the terms of the Senior Note Purchase Agreement, the “ Senior Notes ”); and

WHEREAS , the Lenders, the Participants and the Senior Note Purchasers have each required that the Pledgors execute and deliver to the Collateral Agent, for the benefit of the Secured Creditors, this Pledge Agreement; and

NOW, THEREFORE , in consideration of these premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

(a)         Capitalized terms used and not otherwise defined herein shall have the meanings provided in the Intercreditor Agreement.

(b)        As used herein, the following terms shall have the meanings assigned thereto in the UCC: Accession, Financial Asset, Proceeds and Security.

(c)        As used herein, the following terms shall have the meanings set forth below:

“ Borrower ” has the meaning provided in the Recitals hereof.

“ Debtor Relief Laws ” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“ Default Rate ” has the meaning provided in the Intercreditor Agreement.

“ Domestic Subsidiary ” means any Subsidiary that is organized under the laws of any state of the United States or the District of Columbia.

“ Enforcement Event ” has the meaning provided in the Intercreditor Agreement.

“ Equity Interests ” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

“ Foreign Subsidiary ” means any Subsidiary that is organized under the laws of a jurisdiction other than one of the fifty states of the United States or the District of Columbia.

“ Governmental Authority ” means any nation or government, any state of other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions pertaining to government.

“ Intercreditor Agreement ” means that certain Intercreditor and Collateral Agency Agreement dated as of the date hereof among the Borrower, the Subsidiaries of the Borrower party thereto, the Senior Note Purchasers, the Administrative Agent, on behalf of all of the Lenders under the Credit Agreement, the Servicer on behalf of all the Participants under the Loan Facility Agreement and the Collateral Agent, as amended, modified, supplemented or extended from time to time.

“ Lien ” has the meaning provided in the Intercreditor Agreement.

“ Loan Facility Agreement ” has the meaning provided in the Recitals hereof.

“ Non-Voting Equity ” has the meaning provided in Section 2 hereof.

“ Participants ” has the meaning provided in the Recitals hereof.

“ Permitted Liens ” means any Lien which is permitted under each of the Credit Agreement, the Loan Facility Agreement and the Senior Note Purchase Agreement.

“ Person ” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“ Pledged Collateral ” has the meaning provided in Section 2 hereof.

“ Ruby Tuesday ” has the meaning provided in the Recitals hereof

“ Secured Creditors ” means the collective reference to the holders of the Senior Secured Obligations and “ Secured Creditor ” means any one of them.

“ Securities Act ” has the meaning provided in Section 8 hereof.

“ Senior Note Purchasers ” has the meaning provided in the Recitals hereof.

“ Senior Note Purchase Agreement ” has the meaning provided in the Recitals hereof.

“ Senior Secured Obligations ” has the meaning provided in the Intercreditor Agreement.

“ Servicer ” has the meaning provided in the Recitals hereof.

“ Subsidiary ” has the meaning provided in the Intercreditor Agreement.

“ UCC ” means the Uniform Commercial Code as in effect from time to time in the State of Georgia.

“ Voting Equity ” has the meaning provided in Section 2 hereof.

2.           Pledge and Grant of Security Interest . To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Senior Secured Obligations, each Pledgor hereby grants, pledges and assigns to the Collateral Agent, for the benefit of the Secured Creditors, a continuing security interest in, and a right to set-off against, any and all right, title and interest of such Pledgor in and to the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “ Pledged Collateral ”):

(a)          Pledged Shares . (i) One hundred percent (100%) (or, if less, the full amount owned by such Pledgor) of the issued and outstanding Equity Interests owned by such Pledgor of

each Domestic Subsidiary set forth on Schedule 2(a) attached hereto and (ii) sixty-six percent (66%) (or, if less, the full amount owned by such Pledgor) of the issued and outstanding shares of Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) (“ Voting Equity ”) and one hundred percent (100%) (or, if less, the full amount owned by such Pledgor) of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) (“ Non-Voting Equity ”) owned by such Pledgor of each Foreign Subsidiary directly owned by such Pledgor set forth on Schedule 2(a) attached hereto, in each case together with the certificates (or other agreements or instruments), if any, representing such Equity Interests, and all options and other rights, contractual or otherwise, with respect thereto (collectively, together with the Equity Interests described in Section 2(b) below, the “ Pledged Shares ”), including, but not limited to, the following:

(A)        all shares, securities, membership interests and other Equity Interests or other property representing a dividend or other distribution on or in respect of any of the Pledged Shares, or representing a distribution or return of capital upon or in respect of the Pledged Shares, or resulting from a stock split, revision, reclassification or other exchange therefor, and any other dividends, distributions, subscriptions, warrants, cash, securities, instruments, rights, options or other property issued to or received or receivable by the holder of, or otherwise in respect of, the Pledged Shares; and

(B)        without affecting the obligations of the Pledgors under any provision prohibiting such action hereunder or under the any Financing Document, in the event of any consolidation or merger involving the issuer of any Pledged Shares and in which such issuer is not the surviving entity, all Equity Interests of the successor entity formed by or resulting from such consolidation or merger.

(b)          Additional Shares . (i) One hundred percent (100%) (or, if less, the full amount owned by such Pledgor) of the issued and outstanding Equity Interests owned by such Pledgor of any Person that hereafter becomes a Domestic Subsidiary and (ii) sixty-six percent (66%) (or, if less, the full amount owned by such Pledgor) of the Voting Equity and one hundred percent (100%) (or, if less, the full amount owned by such Pledgor) of the Non-Voting Equity owned by such Pledgor of any Person that hereafter becomes a Foreign Subsidiary directly owned by such Pledgor, including, without limitation, the certificates (or other agreements or instruments) representing such Equity Interests.

(c)          Accessions and Proceeds . All Accessions and all Proceeds of any and all of the foregoing.

Without limiting the generality of the foregoing, it is hereby specifically understood and agreed that a Pledgor may from time to time hereafter deliver additional Equity Interests to the Collateral Agent as collateral security for the Senior Secured Obligations. Upon delivery to the Collateral Agent, such additional Equity Interests shall be deemed to be part of the Pledged Collateral of such Pledgor and shall be subject to the terms of this Pledge Agreement whether or not Schedule 2(a) is amended to refer to such additional Equity Interests.

3.           Security for Senior Secured Obligations . The security interest created hereby in the Pledged Collateral of each Pledgor constitutes continuing collateral security for all of the Senior Secured Obligations (subject to Section 23 hereof).

(a)          Delivery of Certificates . Each Pledgor shall deliver to the Collateral Agent Agent (i) simultaneously with or prior to execution and delivery of this Pledge Agreement, all

certificates, if any, representing the Pledged Shares of such Pledgor and (ii) promptly upon the receipt thereof by or on behalf of a Pledgor, all other certificates and instruments constituting Pledged Collateral of a Pledgor. Prior to delivery to the Collateral Agent, all such certificates and instruments constituting Pledged Collateral of a Pledgor shall be held in trust by such Pledgor for the benefit of the Collateral Agent pursuant hereto. All such certificates and instruments shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, substantially in the form provided in Exhibit 4(a) attached hereto.

(b)          Additional Securities . If such Pledgor shall receive (or become entitled to receive) by virtue of its being or having been the owner of any Pledged Collateral, any (i) certificate or instrument, including without limitation, any certificate representing a dividend or distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares or membership or other Equity Interests, stock splits, spin-off or split-off, promissory notes or other instruments; (ii) option or right, whether as an addition to, substitution for, conversion of, or an exchange for, any Pledged Collateral or otherwise in respect thereof; (iii) dividends payable in securities; or (iv) distributions of securities or other Equity Interests, cash or other property in connection with a partial or total liquidation, dissolution or reduction of capital, capital surplus or paid-in surplus, then such Pledgor shall accept and receive each such certificate, instrument, option, right, dividend or distribution in trust for the benefit of the Collateral Agent, shall segregate it from such Pledgor’s other property and shall deliver it forthwith to the Collateral Agent in the exact form received together with any necessary endorsement and/or appropriate stock power duly executed in blank, substantially in the form provided in Exhibit 4(a) , to be held by the Collateral Agent as Pledged Collateral and as further collateral security for the Senior Secured Obligations.

(c)          Financing Statements . Each Pledgor authorizes the Collateral Agent to file one or more financing statements (with a description of the Pledged Collateral contained herein) disclosing the Collateral Agent’s security interest in the Pledged Collateral. Each Pledgor agrees to execute and deliver to the Collateral Agent such financing statements and other filings as may reasonably be requested by the Collateral Agent in order to perfect and protect the security interest created hereby in the Pledged Collateral of such Pledgor.

5.           Representations and Warranties . Each Pledgor hereby represents and warrants to the Collateral Agent, for the benefit of the Secured Creditors, that so long as any of the Senior Secured Obligations remains outstanding (other than any indemnity obligations that survive the termination of the commitments relating thereto) and until all of the commitments relating thereto have been terminated:

(a)          Authorization of Pledged Shares . The Pledged Shares owned by such Pledgor are duly authorized and validly issued, are fully paid and nonassessable and are not subject to the preemptive rights of any Person.

(b)          Title . Such Pledgor has good and indefeasible title to the Pledged Collateral of such Pledgor and is the legal and beneficial owner of such Pledged Collateral free and clear of any Lien, other than Permitted Liens. There exists no “adverse claim” within the meaning of Section 8-102 of the UCC with respect to the Pledged Shares of such Pledgor other than Permitted Liens.

(c)          Exercising of Rights . The exercise by the Collateral Agent of its rights and remedies hereunder will not violate any law or governmental regulation or any material contractual restriction binding on or affecting such Pledgor or any of its property.

(d)          Pledgor’s Authority . No authorization, approval or action by, and no notice or filing with any Governmental Authority or with the issuer of any Pledged Collateral or any other Person is required either (i) for the pledge made by such Pledgor or for the granting of the security interest by such Pledgor pursuant to this Pledge Agreement (except as have been already obtained) or (ii) for the exercise by the Collateral Agent or the Secured Creditors of their rights and remedies hereunder (except as may be required by the UCC or applicable foreign laws or laws affecting the offering and sale of securities).

(e)          Security Interest/Priority . This Pledge Agreement creates a valid security interest in favor of the Collateral Agent for the benefit of the Secured Creditors, in the Pledged Collateral owned by such Pledgor. The taking of possession by the Collateral Agent of the certificates representing the Pledged Shares and all other certificates and instruments constituting Pledged Collateral will perfect and establish the first priority of the Collateral Agent’s security interest in the Pledged Shares consisting of certificated securities of Domestic Subsidiaries and, when properly perfected by filing or registration, in all other Pledged Collateral represented by such Pledged Shares and instruments securing the Senior Secured Obligations. Except as set forth in this Section 5(e) , no action is necessary to perfect or otherwise protect such security interest.

(f)          Partnership and Membership Interests . Except as previously disclosed to the Collateral Agent, none of the Pledged Shares consisting of partnership or limited liability company interests owned by such Pledgor (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a security governed by Article 8 of the UCC, (iii) is an investment company security, (iv) is held in a securities account or (v) constitutes a Security or a Financial Asset.

(g)          No Other Interests . As of the date hereof, such Pledgor does not own any Equity Interests in any Subsidiary other than as set forth on Schedule 2(a) attached hereto.

6.           Covenants . Each Pledgor hereby covenants, that so long as any of the Senior Secured Obligations remain outstanding and until all of the commitments relating thereto have been terminated, such Pledgor shall:

(a)          Books and Records . Mark its books and records (and shall cause the issuer of the Pledged Shares of such Pledgor to mark its books and records) to reflect the security interest granted to the Collateral Agent, for the benefit of the Secured Creditors, pursuant to this Pledge Agreement.

(b)          Defense of Title . Warrant and defend title to and ownership of the Pledged Collateral of such Pledgor at its own expense against the claims and demands of all other parties claiming an interest therein, keep the Pledged Collateral free from all Liens, except for Permitted Liens, and not sell, exchange, transfer, assign, lease or otherwise dispose of Pledged Collateral of such Pledgor or any interest therein, except as permitted under the Financing Documents.

(c)          Further Assurances . Promptly execute and deliver at its expense all further instruments and documents and take all further action that may be reasonably necessary and desirable or that the Collateral Agent may reasonably request in order to (i) perfect and protect the security interest created hereby in the Pledged Collateral of such Pledgor (including, without limitation, any and all action necessary to satisfy the Collateral Agent that the Collateral Agent has obtained a first priority perfected security interest in all Pledged Collateral); (ii) enable the Collateral Agent to exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral of such Pledgor; and (iii) otherwise effect the purposes of this Pledge Agreement, including, without li mitation and if requested by the Collateral Agent, delivering to

the Collateral Agent upon its request after the occurrence of an Event of Default, irrevocable proxies in respect of the Pledged Collateral of such Pledgor.

(d)          Amendments . Not make or consent to any amendment or other modification or waiver with respect to any of the Pledged Collateral of such Pledgor or enter into any agreement or allow to exist any restriction with respect to any of the Pledged Collateral of such Pledgor other than pursuant hereto or as may be permitted under the Financing Documents.

(e)          Compliance with Securities Laws . File all reports and other information now or hereafter required to be filed by such Pledgor with the United States Securities and Exchange Commission and any other state, federal or foreign agency in connection with the ownership of the Pledged Collateral of such Pledgor.

(f)          Issuance or Acquisition of Equity Interests . Not, without executing and delivering, or causing to be executed and delivered, to the Collateral Agent such agreements, documents and instruments as the Collateral Agent may reasonably request for the purpose of perfecting its security interest therein, issue or acquire any Equity Interests constituting Pledged Collateral consisting of an interest in a partnership or a limited liability company that (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a security governed by Article 8 of the UCC, (iii) is an investment company security, (iv) is held in a securities account or (v) constitutes a Security or a Financial Asset.

7.           Advances by Secured Creditors . On failure of any Pledgor to perform any of the covenants and agreements contained herein which constitutes an Event of Default and while such Event of Default is continuing, the Collateral Agent may, at its sole option and in its sole discretion, upon prior notice to the Pledgors, perform the same and in so doing may expend such sums as the Collateral Agent may deem advisable in the performance thereof, including, without limitation, the payment of any insurance premiums, the payment of any taxes, a payment to obtain a release of a Lien or potential Lien, expenditures made in defending against any adverse claim and all other expenditures that the Collateral Agent or the