0000921895-10-001401 Sample Contracts

Agreement
Shareholder Agreement • September 24th, 2010 • Benihana of Tokyo Inc • Retail-eating places • Delaware

This Agreement, dated as of September 20, 2010 (this “Agreement”), is by and among Benihana of Tokyo, Inc., a New York corporation (“BOT”), the RHA Testamentary Trust, a trust established under the laws of New York with Keiko Ono Aoki as sole trustee (the “Trust”), Keiko Ono Aoki and Michael W. Kata (collectively, the “BOT Group”, and each, individually, a “member” of the BOT Group) and Benihana Inc., a Delaware corporation (the “Company”).

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JOINT FILING AGREEMENT
Joint Filing Agreement • September 24th, 2010 • Benihana of Tokyo Inc • Retail-eating places

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of Amendment No. 8 to the Schedule 13D (including additional amendments thereto) with respect to the Common Stock, $0.10 par value per share, of Benihana, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

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