INVESTORS’
RIGHTS AGREEMENT

    STANDSTILL
AND TERMINATION AGREEMENT

     

    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”).

     

    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, and the Second Amendment to Investors’ Rights Agreement Standstill and
Extension Agreement, dated July 29, 2009, which provide, 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
Original 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Original Extension Agreement superseded the Investors’ Rights Agreement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.           The
Company has entered into an Agreement and Plan of Merger, dated as of May 8,
2010 (the “Merger
Agreement”), by and among MRRC Hold Co., a Delaware corporation
(“Parent”) and MRRC Merger Co., a Delaware corporation and wholly-owned
subsidiary of Parent (“Merger Sub”), and Rubio’s.

     

    E.           Parent
and Merger Sub have requested that the Investor not exercise any demand
registration rights during the period beginning on the execution date of the
Merger Agreement and ending on the earlier of the termination date of the Merger
Agreement or the closing of the transactions contemplated by the Merger
Agreement.

     

    Agreement

     

    NOW, THEREFORE, the parties
hereto agree as follows:

     

    1.            
Standstill.  Beginning on the execution
date of the Merger Agreement and extending through the earlier date of the termination date of the Merger Agreement or the closing of the
transactions contemplated by the Merger Agreement, the Investor will not exercise any
demand registration rights, as described in Sections 1.2 or 1.12 of the
Original Rights Agreement, as amended by the
Original Extension Agreement.

     

    2.            
Termination. Effective as of and contingent upon the
closing of the transactions contemplated by the Merger Agreement, the Investor
acknowledges and agrees that the Original Rights Agreement, as amended by the
Original Extension Agreement, will terminate.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    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, the Original 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.

     

    (i)          
 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
Original Rights Agreement (or any successors or assigns).

     

    [Signature Page
Follows]

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    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
      1330

            
	 
      	 
      	
              San Francisco,
      CA  94111

            
	 
      	 
      	
              Fax No.:  (415)
      362-1192