0001144204-10-025968 Sample Contracts

Agreement and Plan of Merger dated as of May 9, 2010 among MRRC Hold Co., MRRC Merger Co. and Rubio’s Restaurants, Inc.

Merger Agreement • May 11th, 2010 • Rubios Restaurants Inc • Retail-eating places • Delaware

• Contract Type
  Merger Agreement
• Filed
  May 11th, 2010
• Company
  Rubios Restaurants Inc
• Industry
  Retail-eating places
• Jurisdiction
  Delaware

This Agreement and Plan of Merger (this “Agreement”), dated as of May 9, 2010, among MRRC Hold Co., a Delaware corporation (“Parent”), MRRC Merger Co., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and Rubio’s Restaurants, Inc., a Delaware corporation (the “Company”).

INVESTORS’ RIGHTS AGREEMENT STANDSTILL AND TERMINATION AGREEMENT

Investors’ Rights Agreement • May 11th, 2010 • Rubios Restaurants Inc • Retail-eating places • California

• Contract Type
  Investors’ Rights Agreement
• Filed
  May 11th, 2010
• Company
  Rubios Restaurants Inc
• Industry
  Retail-eating places
• Jurisdiction
  California

This Investors’ Rights Agreement Standstill and Termination Agreement (“Agreement”) is made as of May 9, 2010 (the “Effective Date”), by and between Rubio’s Restaurants, Inc., a Delaware corporation, (“Rubio’s” or the “Company”), and Rosewood Capital, L.P., a Delaware limited partnership (the “Investor”).