0001144204-05-010957 Sample Contracts

RUBIO’S RESTAURANTS, INC. STOCK OPTION AGREEMENT
Stock Option Agreement • April 8th, 2005 • Rubios Restaurants Inc • Retail-eating places • California
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INVESTORS’ RIGHTS AGREEMENT STANDSTILL AND EXTENSION AGREEMENT
Investors’ Rights Agreement • April 8th, 2005 • Rubios Restaurants Inc • Retail-eating places • California

This Investors’ Rights Agreement Standstill And EXTENSION Agreement (“Agreement”) is made as of March 12, 2004 (the “Effective Date”), by and between Rubio’s Restaurants, Inc., a Delaware corporation, (“Rubio’s”), and Rosewood Capital, L.P., a Delaware limited partnership (the “Investor”).

ADDENDUM TO STOCK OPTION AGREEMENT
Stock Option Agreement • April 8th, 2005 • Rubios Restaurants Inc • Retail-eating places

The following provisions are hereby incorporated into, and are hereby made a part of, that certain Stock Option Agreement (the “Option Agreement”) by and between Rubio’s Restaurants, Inc. (the “Corporation”) and (“Optionee”) evidencing the stock option (the “Option”) granted this day to Optionee under the terms of the Corporation’s 1999 Stock Incentive Plan, and such provisions are effective immediately. All capitalized terms in this Addendum, to the extent not otherwise defined herein, shall have the meanings assigned to them in the Option Agreement.

RUBIO’S RESTAURANTS, INC. STOCK ISSUANCE AGREEMENT
Stock Issuance Agreement • April 8th, 2005 • Rubios Restaurants Inc • Retail-eating places • California

AGREEMENT made this day of , by and between Rubio’s Restaurants, Inc., a Delaware corporation, and , a Participant in the Corporation’s 1999 Stock Incentive Plan.

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