0001104659-08-049340 Sample Contracts

Amendment No. 2 to Rights Agreement
Rights Agreement • August 1st, 2008 • Cheesecake Factory Inc • Retail-eating places • Delaware

Pursuant to Section 27 of the Rights Agreement (the “Rights Agreement”), dated as of August 4, 1998, between The Cheesecake Factory Incorporated, a Delaware corporation (the “Corporation”), and Computershare Trust Company, N.A. (successor rights agent to U.S. Stock Transfer Corporation) as rights agent, the Corporation hereby amends the Rights Agreement as follows:

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