Exhibit
10.4




INVESTORS’
RIGHTS AGREEMENT

STANDSTILL
AND EXTENSION AGREEMENT

 

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”).

 

Recitals

 

A. Rubio’s
and the Investor are parties to that certain Amended and Restated Investors’
Rights Agreement, dated as of November 19, 1997, as amended on December 31, 1997
and in May 1998 (the “Rights
Agreement”),
wherein the Rubio’s granted to the Investor certain registration
rights.

 

B. The
Investor desires to obtain an extension to its registration rights.

 

C. The
Company is willing to grant to Investor an extension of Investor’s registration
rights through May 6, 2006 in exchange for the Investor agreeing not to exercise
any demand registration rights on or before February 1, 2005.

 

Agreement

 

NOW,
THEREFORE,
the parties hereto agree as follows:

 

1.  Extension
of Registration Rights.
Beginning on the Effective Date and extending through May, 6, 2006, Rubio’s
hereby grants to the Investor the same rights, if any, held by the Investor as
of the Effective Date under Sections 1.2, 1.3, 1.4, 1.6, 1.7, 1.8, 1.9, 1.10,
1.11, 1.12 and 1.14 of the Rights Agreement. Such rights shall be governed by
the relevant terms and conditions as set forth in the Rights Agreement, which
terms are hereby incorporated by reference, provided that the Investor shall be
considered the “Holder” as that term is used in the Rights
Agreement.

 

2.  Standstill.
Beginning on the Effective Date and extending through February 1, 2005, the
Investor will not exercise any demand registration rights, as described in
Sections 1.2 or 1.12 of the Rights Agreement or set forth in Section 1 hereof,
that it is entitled to, whether pursuant to this Agreement or pursuant to the
Rights Agreement.

 

3.  Miscellaneous.

 

(a)  Waivers
and Amendments.
Neither this Agreement nor any provision hereof may be changed, waived,
discharged, terminated, modified or amended except upon the written consent of
Rubio’s and the Investor.

 



















 


(b)  Headings.
The headings of the various sections of this Agreement have been inserted for
convenience of reference only and shall not be deemed to be part of this
Agreement.

 

(c)  Severability.
In case any provision contained in this Agreement should be invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein shall not in any way be affected or
impaired thereby. 

 

(d)  Notices.
All notices, requests, consents and other communications hereunder shall be in
writing, shall be sent by confirmed facsimile or mailed by first-class
registered or certified airmail, or nationally recognized overnight express
courier, postage prepaid, and shall be deemed given when so sent in the case of
facsimile transmission, or when so received in the case of mail or courier, and
addressed as set forth on the signature page of this Agreement.

 

(e)  Governing
Law.
This Agreement shall be governed by and construed in accordance with the laws of
the State of California as applied to contracts entered into and performed
entirely in California by California residents, without regard to conflicts of
law principles.

 

(f)  Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall
constitute an original, but all of which, when taken together, shall constitute
but one instrument, and shall become effective when one or more counterparts
have been signed by each party hereto and delivered to the other
parties.

 

(g)  Successors
and Assigns.
Except as otherwise expressly provided herein, the provisions hereof shall inure
to the benefit of, and be binding upon, the successors, assigns, heirs,
executors and administrators of the parties hereto.

 

(h)  Entire
Agreement.
This Agreement constitutes the full and entire understanding and agreement
between the parties with regard to the subject hereof.

 

[Signature
Pages Follow]

 



















 


In
Witness Whereof,
the parties hereto have caused this Agreement to be executed by their duly
authorized representatives as of the day and year first above
written.

 

 


	Company:	
      Rubio’s Restaurants, Inc.

      
      a
      Delaware corporation


      


      By:  
      ______________________________

      Ralph
      Rubio, Chief Executive Officer

      


      Address:  
      1902
      Wright Place, Suite 300

      San
      Diego, CA 92008

      Fax
      No.: (760) 602-5113

       


	Investor:	
      Rosewood Capital, L.P.

      
       

      By: Rosewood
      Associates L.P.

      Its: General
      Partner

      


      By:  
      ________________________________

      Kyle
      Anderson, Principal

      


      Address:  
      One
      Maritime Plaza, Suite 1330

      San
      Francisco, CA 94111

      Fax
      No.: (415) 362-1192