Exhibit
10.1

     

    SECOND
AMENDMENT TO INVESTORS’ RIGHTS
AGREEMENT

    STANDSTILL
AND EXTENSION AGREEMENT

     

    This
Second Amendment to Investors’ Rights Agreement Standstill and Extension
Agreement (“Agreement”) is made as of July 29, 2009 (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”).

     

    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 “Original Rights Agreement”),
wherein Rubio’s granted to the Investor certain registration
rights.

     

    B.           On
May 7, 2007; Rubio’s and the Investor entered into an Investors’ Rights
Agreement Standstill and Extension Agreement, as amended by the Amendment to
Investors' Rights Agreement Standstill and Extension Agreement dated September
11, 2008, which provides, among other things, for an extension of the expiration
date applicable to the Investor’s registration rights and modified the
registration rights originally granted under the Rights Agreement (collectively,
the “Original Extension Agreement”).

     

    C.           The
Original Extension Agreement superseded the Investors’ Rights Agreement
Standstill and Extension Agreement, dated March 12, 2004, and the
Investors’ Rights Agreement Standstill and Extension Agreement, dated
July 28, 2005.

     

    D.           Given
the current state of market conditions, the trading range of Rubio’s common
stock and the current operating performance of the Company, the Investor desires
to obtain a further extension of, and modification of its registration
rights.

     

    E.           The
Company is willing to grant to the Investor a further extension of its
registration rights through December 31, 2011 in exchange for the Investor
agreeing not to exercise any demand registration rights on or before
December 31, 2009.

     

    AGREEMENT

     

    NOW,
THEREFORE, the parties hereto agree as follows:

     

    1.           Extension of Registration
Rights.  Beginning on the Effective Date and extending through
December 31, 2011, Rubio’s hereby grants to the Investor the same rights,
if any held by the Investor as of the Effective Date under Section 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,
as amended by the Original Extension Agreement (the “Rights Agreement”),
provided, that in the event that the Company exercises its right to defer the
filing of a Form S-3 registration statement pursuant to Section 1.12(b)(3)
or to suspend the use of a Form S-3 registration statement pursuant to
Section 1.12(d) of the Rights Agreement, the Investor’s rights shall be
extended from December 31, 2011 by the number of days of any deferral and
any suspension.  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 December 31, 2009, the Investor
will not exercise any demand registration rights, as described in
Sections 1.2 or 1.12 of the Rights Agreement that it is entitled to
exercise.

     

    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 the Company 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, the Rights Agreement and the
Original Extension Agreement, constitute the full and entire understanding and
agreement between the parties with regard to the subject matter
hereof.

     

    
      
         

      

      
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    (i)           Effect of
Amendment.  Except as expressly modified by this Agreement, the
Original Extension Agreement shall remain unmodified and in full force and
effect.


    (j)           No Third Party
Beneficiaries.  This Agreement and all conditions and
provisions hereof are and are intended to be for the sole and exclusive benefit
of Rubio’s and the Investor and for the benefit of no other party to the Rights
Agreement (or any successors or assigns).

     

    IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by
their duly authorized representatives on the day and year first above
written.

    


    
      
        	
                Company:

              	
                RUBIO’S
      RESTAURANTS, INC.

              
	 
      	
                a
      Delaware corporation

              
	 
      	 
      
	 
      	
                By:

              	
                /s/
      Daniel E. Pittard

              
	 
      	 
      	
                Daniel
      E. Pittard

              
	 
      	 
      	
                President
      and 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:

              	
                /s/
      Kyle A. Anderson

              
	 
      	 
      	
                Kyle
      A. Anderson, Managing Director

              
	 
      	 
      	 
      
	 
      	
                Address:

              
	 
      	 
      	
                One
      Maritime Plaza, Suite 1575

              
	 
      	 
      	
                San
      Francisco, CA 94111

              
	 
      	 
      	
                Fax
      No.:  (415)
362-1192

              


      

    


    
      
         


      

      
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