LETTER AGREEMENT WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of Red Robin Gourmet Burgers, Inc., a Delaware corporation (the "Company"); and WHEREAS, (i) Spotlight Advisors, LLC, Gregory P. Taxin, (together, the "Spotlight Parties") and (ii) Clinton Magnolia Master Fund, Ltd., Clinton Group, Inc. and George E. Hall (together, the "Clinton Parties," and collectively with the Spotlight Parties, the "Group"), wish to enter into this Letter Agreement (the "Letter Agreement") pertaining to their investments in, and activities related to, the Company and its Securities. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, covenant and agree as follows: 1. Spotlight Advisors, LLC and Clinton Group, Inc. each agree to consult with each other regarding all purchases and sales of Securities of the Company by their affiliates. "Securities" shall mean equity securities of the Company, options to purchase or sell equity securities of the Company, and swaps, synthetics and other derivative securities or instruments, the value of which is solely and directly related to equity securities of the Company. Furthermore, so long as this Agreement is in effect, (i) none of the parties shall acquire Securities of the Company if as a result the Group would be deemed to have beneficial ownership of 10% or more of any class of the outstanding equity of the Company without the prior agreement of Spotlight Advisors, LLC, or its representatives, and Clinton Group, Inc., or its representatives (collectively, the "Representatives"), (ii) none of the parties shall purchase, sell or otherwise increase or decrease their economic exposure to Securities of the Company if such party reasonably believes that, as a result of such action, the Group or any member thereof would be likely to be required to make any regulatory filing without using their reasonable efforts to give the other parties at least 24 hours prior written notice, and (iii) each of the undersigned shall provide written notice to the other of (a) any of their purchases or sales of Securities of the Company; and (b) any Securities of the Company over which they acquire or dispose of beneficial ownership, no later than 24 hours after each such transaction. 2. Each party shall pay its pro rata portion of all expenses incurred in connection with the Group's activities based on their relative security ownership. 3. Each of the undersigned agrees that any filing with the Securities and Exchange Commission, press release or stockholder communication proposed to be made or issued by the Group or any member of the Group in connection with the Group's activities shall be jointly approved by the Representatives, which approval shall not be unreasonably withheld or delayed. 4. The relationship of the parties hereto shall be limited to carrying on the activities of the Group in accordance with the terms of this Agreement. Such relationship shall be construed and deemed to be for the sole and limited purpose of carrying on such activities as described herein. Nothing herein shall be construed to authorize any party to act as an agent for any other party, or to create a joint venture or partnership, or to constitute an indemnification. Except as otherwise expressly provided herein, nothing herein shall restrict any party's right to purchase or sell Securities of the Company, as he/it deems appropriate, in his/its sole discretion, provided that all such sales are made in compliance with all applicable securities laws. 5. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart. 6. In the event of any dispute among the parties hereto arising out of the provisions of this Agreement or their investment in the Company, the parties hereto consent and submit to the exclusive jurisdiction of the Federal and State Courts in the State of New York. 7. Any party hereto may terminate his/its obligations under this Agreement on 24 hours written notice to all other parties. 8. Each party acknowledges that Schulte Roth & Zabel LLP shall act as counsel for both the Group and the Clinton Parties relating to their investment in the Company. 9. Each of the undersigned parties hereby agrees that this Group Agreement shall be filed as an exhibit to an amendment to a Schedule 13D. [SIGNATURE PAGE FOLLOWS] IN WITNESS WHEREOF, each of the parties hereto has caused this Group Agreement to be executed as of the 21st day of December, 2009. CLINTON MAGNOLIA MASTER FUND, LTD. By: Clinton Group, Inc., its investment manager By: /s/ Francis Ruchalski ------------------------------------- Name: Francis Ruchalski Title: Chief Financial Officer CLINTON GROUP, INC. By: /s/ Francis Ruchalski ------------------------------------- Name: Francis Ruchalski Title: Chief Financial Officer By: /s/ George E. Hall ------------------------------------- George E. Hall SPOTLIGHT ADVISORS, LLC By: /s/ Gregory P. Taxin ------------------------------------- Name: Gregory P. Taxin Title: Managing Member By: /s/ Gregory P. Taxin ------------------------------------- Gregory P. Taxin