0001104659-05-002254 Sample Contracts

RIGHTS AGREEMENT
Rights Agreement • January 21st, 2005 • Boston Restaurant Associates Inc • Retail-eating places • Delaware

This Rights Agreement dated as of December , 2004 is entered into by and among Boston Restaurant Associates, Inc., a Delaware corporation (the “Company”), and the persons or entities listed on Exhibit A hereto (individually, an “Investor,” and collectively, the “Investors”).

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BOSTON RESTAURANT ASSOCIATES, INC. SUBSCRIPTION AGREEMENT
Subscription Agreement • January 21st, 2005 • Boston Restaurant Associates Inc • Retail-eating places • Delaware

The undersigned (the “Subscriber”) understands that Boston Restaurant Associates, Inc., a Delaware corporation (the “Company”), desires to issue up to 1,176,500 shares of its Series A Participating Preferred Stock, par value $0.01 per share (the “Preferred Stock”) on the terms and conditions set forth below and Subscriber desires to purchase the number of shares of Preferred Stock indicated next to Subscribers signature below (the “Shares”).

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