CONFIDENTIAL Huntington Beach, CA

Great Tasting Food

ICONIC, ALL-AMERICAN MENU OF BURGERS, FRIES, AND MILKSHAKES

Opportunity to enjoy great food in a full Americana dining experience with friends and family

A multi-generational brand, attracting all ages with its significant brand loyalty

Competitive edge with its good quality and great tasting food compared to competitors (IHOP, Shake Shack, Cheesecake Factory, Red Robin, Johnny Rockets, TGI Fridays, and Hard Rock Cafe) Investing in brand smiles

Ruby’s Diner is an iconic All American, California Brand. Ruby’s menu offers award-winning burgers, fries, made-to-order milkshakes, and breakfast served all day.

Representing the iconic 1940s and 50s, Ruby’s full service, family dining feature quality food in a fun and friendly atmosphere. The more complicated the world gets, the more we wish we could travel back to a simpler time. Now, Ruby’s is coming to you worldwide! So you can travel back to simpler days and enjoy a fantastic breakfast, lunch or dinner at Ruby's Diner. Company

Entities: Ruby’s Franchise Systems Inc (RFS) Ownership: Privately held Years: 35 year brand Category: Full service restaurant, family dining Locations: 36 restaurants (12 company owned, 24 franchised) Territory: United States Growth: US and International Design: Wood tones, red leather, black and white accents Ideal Size: 3,000 sf full diner format with 100 seats - patio. Size Range: 800 sf to 6,500 sf Ideal Locations: Coastal, malls, open malls, airports, food courts Ruby’s Brand Highlights & Awards

“Best Restaurant for Kids” • Kids drive sales • Breakfast, lunch, and dinner “Best Lunch Place” • Refillable fries “Best Family Lunch Restaurant” • Popular shakes “Best Kid Friendly” • Tremendous brand DNA • Post War, Surf City themes • Multi-generational brand • Friendly staff • Cool vibe • All American Diner Why invest in Ruby’s?

• It’s fun and family friendly! • More than just a burger franchise: It’s an iconic brand • Awarded best in family dining • Quality food is a priority • Experienced restaurant franchise development team • High average unit volumes per location • Flexible store model with adaptability of location formats, size, theme, and design • Excellent growth potential • Strong brand loyalty • Multi-generational following • Everyone loves Ruby’s! Only the Best for Our Guests

Ruby’s “friendly factor” in guest service is unparalleled!

Breakfast Menu Lunch and Dinner Menu Lunch and Dinner Menu

Kids Menu Enhancing the Menu

Recent menu trends focus on better for you and “twists” on traditional items.

Beverages are in the spotlight with craft preparations and creative concoctions.

Ruby’s has always lead the pack with new, innovative menu items, and will continue to be an industry leader in developing and providing new foods to allure new customers, and retain its

New breakfast items added have been a tremendous success: Breakfast Grilled Cheese | Southern Fried Benny | Country Breakfast Sliders | Mile High Quesadilla | Country Sausage & Biscuit Bowl | Egg White Burrito | Banana Nut French Toast Social Media

Ruby’s has strong brand loyalty and ranks high in social media popularity. Every day at Ruby’s is an Instagram moment, highlighting the uniqueness of food shots which attract “foodies” and followers on Instagram, Twitter, and Facebook. Facebook is a hub for social media activity and promotions. Tweets and retweets are very popular. While Google and Yelp offer great influence for reviewers and exclusive promotion opportunities. Ruby’s utilizes all trending social platforms to promote and attract new and loyal guests Social Media Magazine Publications

Best Airport Sit Down Dining Destination - USA Today 2016 Zagat Rated Best of OC - Orange County Register Best Restaurant for Kids - LA Parent Magazine Reader’s Choice Award - Parenting OC Best Family Lunch Restaurant – The Maui News Urbanspoon.com

Flexible Models

Adaptable models Attract new customers High traffic count High visibility real estate positioning Classic diner, beach shack, and contemporary designs fit well within the brand

Models include:

• Airports • End Caps • Malls • Strip Malls • Tourist Best Format: Full Service

Ruby’s continues to explore exceptional locations for traditional diner formats that can match the enduring charm and uniqueness of the rest of Ruby’s restaurant portfolio, primarily in new cities in the US and internationally

The Outlets Mall - San Clemente, CA Most Iconic: Pier Locations

Match casual Southern California lifestyle through locations on piers and marinas Most Efficient: Small Footprint Locations

Airports Theme Parks Small Spaces in Downtown Areas Open Malls Street Fronts Military Facilities Casinos Grocery-Anchored Centers Outlets Strip Centers Food Trucks Tremendous success in airports for over 15 years:

John Wayne Airport - California Las Vegas McCarran Airport - Nevada Houston Bush Intercontinental Airport - Texas

Airport locations offer full menus –breakfast, lunch, dinner- and can offer a liquor component. Great alternative to traditional airline food with full service on quality and charm

Ruby’s is a proven airport player and is now looking for additional airports to deploy this great family friendly brand This is a great example of a before and after remodel of a Ruby’s airport location, which recently underwent a complete modernization adapting to the more contemporary style of Ruby’s Diner:

Las Vegas McCarran Airport - Las Vegas, NV John Wayne Airport - Newport Beach, CA Houston Bush Intercontinental Airport – Houston, TX Las Vegas McCarran Airport - Las Vegas, NV Ruby’s Dinette – Atlantic City, NJ Ardmore, PA “The Original Ruby’s” - Balboa Pier, CA Ruby’s ha 36 locations throughout the US. Below are some sample locations:

City of Commerce, CA Carlsbad, CA Irvine, CA Laguna Hills, CA

Palm Springs, CA Corona del Mar, CA Oceanside, CA Long Beach, CA Décor & Theme

Ruby’s continually builds on its brand heritage while refreshing its brand, creating a “modern evolution” of its iconic style, food and experience which remains relevant to customers of all ages and cultures.

Each Ruby’s location has a unique interior design theme derived from the 40’s and 50’s, and an iconic Surf City lifestyle theme, yet streamlined in modern style. This makes its guests excited to visit new locations often and experience the unique quality of each of the Ruby’s restaurants. This has inspired its most devoted fan base to create a Ruby’s “road trip” tour, further creating a buzz for the Ruby’s brand and inviting tourism from abroad.

Whether it is surf boards, cars, airplanes, trains, motorcycles, or memorabilia, Ruby’s offers a fun atmosphere for everyone, while drawing and connecting with the unique pop culture and demographics in each city bringing in fun elements of décor and interior design themes.

Anaheim, CA South Coast Plaza Mall – Costa Mesa, CA Irvine Spectrum Mall - Irvine, CA Ruby’s Auto Diner - Laguna Beach, CA Ruby’s Shake Shack - Newport Coast, CA Doug Cavanaugh - CEO Management Team

Doug Cavanaugh is the Founder and Chief Executive Officer of Ruby’s Diner, continuously driving the vision, mission, and values of the Ruby’s heritage. Currently, Ruby’s Diner operates in five different states across the United States, including California, Pennsylvania, New Jersey, Nevada, and Texas. Ruby’s also acquired Shake Shack in Crystal Cove, CA to add to their restaurant's portfolio in 2006. As a cornerstone of family-casual dining, Ruby’s Diner strives for top notch quality service, a welcoming atmosphere, and a delicious variety of American cuisine such as high quality burgers, fries, and shakes. The restaurant is focused on fast growth in hot expanding markets US and globally. Operations Management Team

Mark Lyso has served as Chief Operating Officer since May 2016. Previously, he served as VP of Franchise Development for PizzaRev Franchising, LLC in California from 2013-2015. Prior, Mr. Lyso was the Director of Franchise Development for Sizzler USA, Inc. in California.

Tad Belshe has been Vice President of Operations and EVP of Franchise Development since February 2012. Since February 2007, Mr. Belshe has also served as Vice President of Operations for The Beachcomber at Crystal Cove, California, an sister company of Ruby’s Diner.

Michael Berumen is Director of Operations at Ruby’s and executive level restaurant professional with over 20 years experience in restaurant management, training and development. Previously, Senior Operations Manager for Mimi’s Cafe from 1992-2014. Finance | R&D | Marketing Management Team

Ralph Kosmides has served as Chief Financial Officer since 2005. He has also been a Director and Secretary of Ruby’s FS since 1990 and served as Ruby’s FS EVP from 1990- 2010. Mr. Kosmides has owned and operated Ruby’s® Diner restaurants since 1982, and is co-founder.

Nick Profeta is Ruby’s Director of R&D, previously Development & Facilities Coordinator, Food & Beverage Manager and Financial Analyst for Mimi’s Cafe from 2008- 2014.

Stacy Lee is Director of Marketing, an experienced marketing management professional with in-depth knowledge of social media marketing with expertise in identifying emerging market trends. Grow with Ruby’s

RUBY’S DINER IS GROWING FAST, AND IS ACTIVELY SEEKING MULTI-UNIT DEVELOPMENT PARTNERS IN THE US AND GLOBALLY.

The strategy is to expand exponentially, growing Ruby’s iconic brand across the US and globally by capitalizing on unique core elements that have differentiated the brand and made the brand successful these past 35 years. We define our target market as a global consumer no matter where or how far they are. We plan to follow demand for our Ruby’s brand targeting “hot expanding markets” in the US and globally.

We prefer franchisees with management and development experience, and an in-depth understanding of the proposed culture, market, and territory. Most importantly, management looks for franchisees with a passion for the Ruby’s Diner brand and love for superior guest experiences. Market Research Global Strategy

According to a valuation study completed by a Main drivers of Ruby’s growth strategy include: consulting firm on Ruby’s behalf for the US market • Add revenues through increased number alone, the total potential for traditional Ruby’s of locations Restaurant locations in the United States alone • Leverage iconic brand and 35 years of exceeds 1,000 units. experience

Ruby’s customer profile, trade area analysis, • Expand restaurant formats city/state demographics and model variables were • Enhance menu offerings used to identify restaurants locations. • Adjust marketing initiatives to changing target demographic needs • Maintain quality as main differentiator We are Here … we’re Going Here! Franchise Support

At Ruby’s, a dedicated restaurant franchise development team works hard to make sure the franchisee has the help needed every step of the way. If there’s one thing Ruby’s knows, it’s hamburger franchising –and the Ruby’s management team does everything in its power to pass that knowledge along to its valued franchisees.

Ruby’s breaks franchisee support into four vital areas: Development, Ongoing Marketing and Staffing Support.

Development Support

The development team will assist franchisees with every aspect of the restaurant franchise start-up process including site selection and strategy, design, and construction. We know the stakes are high and the process can be intimidating even for experienced franchisees –but we’ve been through it all before, and we can help. Franchise Support Ongoing Support

The highly experienced Ruby’s operations and training teams deliver best in class training and support. Franchisees also receive restaurant training manuals and all materials needed to understand the operation of the Ruby’s Diner franchise. To help franchisees and their team stay on track, Ruby’s also provides ongoing training and operational support. Times change, menus change, and staff changes-so its valued franchisees can feel safe knowing the corporate team will always be there to help.

Marketing Support

At Ruby’s Diner, we’re ambitious. The brand aims to share its high-quality food and special brand of 40’s nostalgia with the whole world, and it can’t do that without continued innovation, strong branding, and good franchisee marketing support. Once a franchisee is a part of the Ruby’s system, they becomes a partner with the brand. Management wants to ensure franchisees do well, because that’s the only way everyone can succeed in its mission.