JOINT FILING
AGREEMENT
This JOINT FILING
AGREEMENT (this
“Agreement”) is made and entered into as of
this day of December 10, 2010, by and among Oak Street Capital SPV 1 LP; Oak Street
Capital Master Fund, Ltd; Oak Street Capital Management, LLC; David
Makula; Patrick
Walsh; Kovitz Investment Group, LLC, Mr.
Mitchell A. Kovitz and Mr. Jonathan A. Shapiro.
The parties to this Agreement hereby
agree to prepare jointly and file timely (or otherwise to deliver as
appropriate) all filings on Schedule 13D (the “Filings”) required to be filed by them pursuant
to Section 13(d) under the Securities Exchange Act of 1934, as amended, with
respect to their respective ownership of the common stock, $0.001 par value per share, of Red Robin Gourmet Burgers, Inc., a
Delaware corporation that
are required to be reported on any Filing. This
Agreement shall be filed as an Exhibit to the Filings. The
undersigned acknowledge that each shall be responsible for the timely filing of
any amendments to such Filings, and for the completeness and accuracy of the
information concerning him or it contained in such Filings and any amendments
thereto, but shall not be responsible for the completeness and accuracy of the
information concerning the others, except to the extent that he or it knows or
has reason to believe that such information is inaccurate.
Each party to this Agreement further
agrees and covenants to the other parties that it will fully cooperate with such
other parties in the preparation and timely filing (and other delivery) of all
such Filings.
[signature
pages follow]
IN WITNESS
WHEREOF, the parties hereto
have executed this Agreement as of the date first set forth
above.
OAK
STREET CAPITAL SPV 1 LP
By: Oak
Street Capital Management, LLC,
its General
Partner
By: /s/ David
Makula
David
Makula, Managing Member
OAK
STREET CAPITAL MASTER FUND, LTD
By: Oak
Street Capital Management, LLC,
its Investment
Manager
By: /s/ David
Makula
David
Makula, Managing Member
OAK
STREET CAPITAL MANAGEMENT, LLC
By: /s/ David
Makula
David
Makula, Managing Member
/s/ David
Makula
David
Makula, Individually
/s/ Patrick
Walsh
Patrick
Walsh, Individually
IN WITNESS
WHEREOF, the parties hereto
have executed this Agreement as of the date first set forth
above.
KOVITZ INVESTMENT GROUP,
LLC
By: /s/ Mitchell A.
Kovitz
Mitchell
A. Kovitz, CEO
/s/ Mitchell A.
Kovitz
Mitchell
A. Kovitz, individually
/s/ Jonathan A.
Shapiro
Jonathan
A. Shapiro, individually