0000950129-07-005286 Sample Contracts

SECOND AMENDMENT TO PURCHASE AGREEMENT
Purchase Agreement • November 5th, 2007 • Lubys Inc • Retail-eating places • Texas

This SECOND AMENDMENT TO PURCHASE AGREEMENT (the “Amendment”), dated as of October 29, 2007, is by and among Luby’s, Inc., a Delaware corporation (together with its subsidiaries, the “Company”), and Harris J. Pappas and Christopher J. Pappas, individuals residing in Houston, Texas (together, the “Noteholders”). Unless otherwise specifically defined herein, each term used herein which is defined in the Purchase Agreement (as defined below) shall have the meaning assigned to such term in the Purchase Agreement.

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AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • November 5th, 2007 • Lubys Inc • Retail-eating places • Texas

This Amendment No. 1 (“Amendment”) to the Employment Agreement, dated November 9, 2005 (the “Agreement”), between Luby’s, Inc., a Delaware corporation (“Luby’s” or the “Company”), and Harris J. Pappas, a resident of Houston, Texas (“Executive”), is executed as of the 29th day of October, 2007 (the “Effective Date”). For purposes of this Amendment, “Luby’s” or the “Company” shall include the subsidiaries of Luby’s. Luby’s and Executive are sometimes referred to herein individually as a “Party,” and collectively as the “Parties.”

AMENDMENT NO. 7 TO RIGHTS AGREEMENT
Rights Agreement • November 5th, 2007 • Lubys Inc • Retail-eating places

This Amendment No. 7 to Rights Agreement (this “Amendment”) is made effective as of the 29th day of October, 2007. This Amendment is an amendment to the Rights Agreement, dated as of April 16, 1991, as amended effective as of December 19, 1991, as amended effective as of February 7, 1995, as amended effective as of May 29, 1995, as amended effective as of March 8, 2001, as amended effective as of February 26, 2004, and as amended effective as of March 20, 2007 (the “Rights Agreement”), between Luby’s, Inc., a Delaware corporation (formerly known as Luby’s Cafeterias, Inc. and referred to herein as the “Company”), and American Stock Transfer & Trust Company (the “Rights Agent”).

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • November 5th, 2007 • Lubys Inc • Retail-eating places • Texas

This Amendment No. 1 (“Amendment”) to the Employment Agreement, dated November 9, 2005 (the “Agreement”), between Luby’s, Inc., a Delaware corporation (“Luby’s” or the “Company”), and Christopher J. Pappas, a resident of Houston, Texas (“Executive”), is executed as of the 29th day of October, 2007 (the “Effective Date”). For purposes of this Amendment, “Luby’s” or the “Company” shall include the subsidiaries of Luby’s. Luby’s and Executive are sometimes referred to herein individually as a “Party,” and collectively as the “Parties.”

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