0001188112-11-000130 Sample Contracts

AMENDMENT NO. 2 TO AMENDED AND RESTATED RIGHTS AGREEMENT
Rights Agreement • January 25th, 2011 • Benihana Inc • Retail-eating places

This Amendment No. 2 (the “Amendment”) to the Amended and Restated Rights Agreement, dated as of January 31, 2007, as amended as of May 18, 2007 (the “Rights Agreement”), by and between Benihana Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, as successor to the interest of First Union National Bank of North Carolina (the “Rights Agent”), is made and entered into as of January 24, 2011 the (“Effective Date”) between the Company and the Rights Agent.

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