0001144204-10-025969 Sample Contracts

Voting Agreement
Voting Agreement • May 11th, 2010 • Rubios Restaurants Inc • Retail-eating places • Delaware

This Voting Agreement (this “Agreement”), is made and entered into as of May 9, 2010, by and between MRRC Hold Co., a Delaware corporation (“Parent”), and the undersigned shareholder (“Shareholder”) of Rubio’s Restaurants, Inc., a Delaware corporation (the “Company”).

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INVESTORS’ RIGHTS AGREEMENT STANDSTILL AND TERMINATION AGREEMENT
Investors’ Rights Agreement • May 11th, 2010 • Rubios Restaurants Inc • Retail-eating places • California

This Investors’ Rights Agreement Standstill and Termination Agreement (“Agreement”) is made as of May 9, 2010 (the “Effective Date”), by and between Rubio’s Restaurants, Inc., a Delaware corporation, (“Rubio’s” or the “Company”), and the Ralph rubio and dione rubio family trust (the “Investor”).

SPONSOR GUARANTEE May 9, 2010
Sponsor Guarantee • May 11th, 2010 • Rubios Restaurants Inc • Retail-eating places • Delaware

This Guarantee (this “Guarantee”) is made and entered into as of the date set forth above by Mill Road, L.P., a Delaware limited partnership (the “Guarantor”), in favor and for the benefit of Rubio’s Restarants, Inc. (the “Company”).

Voting Agreement
Voting Agreement • May 11th, 2010 • Rubios Restaurants Inc • Retail-eating places • Delaware

This Voting Agreement (this “Agreement”), is made and entered into as of May 9, 2010, by and between MRRC Hold Co., a Delaware corporation (“Parent”), and the undersigned shareholder (“Shareholder”) of Rubio’s Restaurants, Inc., a Delaware corporation (the “Company”).

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