**Exhibit 10.18**

 

Execution Version

 

**JOINDER AGREEMENT**

 

**JOINDER AGREEMENT**(the “Agreement”) dated as of January 11,2005, by and among Real Mex Restaurants, Inc. (“Real Mex”), J.W. ChildsEquity Partners, L.P. (“J.W. Childs L.P.”), JWC Chevys Co-Invest, LLC (“ChevysCo-Invest” and, together with J.W. Childs L.P., “J.W. Childs”)Bruckmann, Rosser, Sherrill & Co., L.P. (“BRS I”) andBruckmann, Rosser, Sherrill & Co., II. L.P. (“BRS II” andtogether with BRS I, collectively “BRS”).

 

**WHEREAS**,****Real Mex and J.W. Childs L.P. have enteredinto an Asset Purchase Agreement, dated as of October 14, 2004, by andamong J.W. Childs L.P., Buyer and the other parties thereto (as the same may beamended and modified from time to time, the “Asset Purchase Agreement”);and

 

**WHEREAS**,****at the Closing (as such term is defined inthe Asset Purchase Agreement), Real Mex will issue and sell to J.W. Childs, andJ.W. Childs will purchase from Real Mex, the equity securities of Real Mex setforth on Exhibit A hereto (the “Real Mex Equity Securities”);and

 

**WHEREAS**,****Real Mex and certain of its security holdersare a party to an Amended and Restated Securities Holders Agreement, dated asof June 28, 2000, by and among Real Mex, BRS and the other investors namedtherein, as amended (the “Securities Holders Agreement”);

 

**WHEREAS**,****J.W. Childs has requested that BRS, as holderof a majority of the outstanding shares of Class A Common Stock, par value$.001 per share of Real Mex (the “Common Stock”), enter into thisAgreement in connection with the voting agreement described herein; and

 

**WHEREAS**,****defined terms used herein but not otherwisedefined herein shall have the meanings ascribed to such terms in the SecuritiesHolders Agreement.

 

**NOW, THEREFORE**,****in consideration of the mutual covenants herein contained and for othergood and valuable consideration, the receipt and sufficiency of which arehereby acknowledged by the parties hereto, the parties hereto, intending to belegally bound hereby, agree as follows:

 

1.                                       Representations, Warranties and Covenants ofJ.W. Childs.  J.W. Childs represents and warrants to, andcovenants and agrees with, Real Mex that:

 

(a)                                  J.W. Childs has full power and authority toenter into this Agreement and to perform J.W. Childs’s obligations hereunder;this Agreement has been duly authorized, executed and delivered by J.W. Childsand constitutes the legal, valid and binding obligation of J.W. Childsenforceable against J.W. Childs in accordance with its terms, subject toapplicable bankruptcy, insolvency, reorganization, moratorium or other laws ofgeneral application affecting enforcement of creditors’ rights and subject togeneral principles or equity that restrict the availability of equitableremedies; and the execution, delivery and performance of this

 

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Agreementby J.W. Childs do not contravene or violate any laws, rules or regulationsapplicable to it, or require the consent of any other Person.

 

(b)                                 The Real Mex Equity Securities being acquiredpursuant to the Asset Purchase Agreement are being acquired by J.W. Childs forinvestment and not with a view to any distribution thereof that would violatethe Securities Act of 1933, as amended (the “Securities Act”), or theapplicable state securities laws of any state; and J.W. Childs will not distributethe Real Mex Equity Securities in violation of the Securities Act or theapplicable securities laws of any state.

 

(c)                                  J.W. Childs understands that the Real MexEquity Securities being acquired pursuant to the Asset Purchase Agreement havenot been registered under the Securities Act or the securities laws of anystate and must be held indefinitely unless transfer thereof is subsequentlyregistered under the Securities Act and any applicable state securities laws orunless an exemption from such registration becomes or is available.

 

(d)                                 J.W. Childs acquiring Real Mex EquitySecurities pursuant to the Asset Purchase Agreement confirms that (i) J.W.Childs is familiar with the business of Real Mex, (ii) J.W. Childs has hadthe opportunity to ask questions of the officers and directors of Real Mex andto obtain (and that J.W. Childs has received to its satisfaction) suchinformation about the business and financial condition of Real Mex as it hasreasonably requested, and (iii) J.W. Childs has such knowledge andexperience in financial and business matters such that J.W. Childs is capableof evaluating the merits and risks of the prospective investment in the Real MexEquity Securities.

 

(e)                                  J.W. Childs is an “Accredited Investor” as definedin Rule 501(a) promulgated under the Securities Act.  J.W. Childs was not formed for the purpose ofinvesting solely in Real Mex Equity Securities to be purchased pursuant to theterms of the Asset Purchase Agreement.

 

(f)                                    J.W. Childs has not employed any broker orfinder or incurred any actual or potential liability or obligation, whetherdirect or indirect, for any brokerage fees, commissions or finders’ fees in connectionwith the transactions contemplated by this Agreement.

 

2.                                       Representations, Warranties and Covenants ofBRS.  BRS represents and warrants to J.W. Childsthat:

 

(a)                                  BRS has full power and authority to enterinto this Agreement and to perform BRS’s obligations hereunder; this Agreementhas been duly authorized, executed and delivered by BRS and constitutes thelegal, valid and binding obligation of BRS enforceable against BRS inaccordance with its terms; and the execution, delivery and performance of thisAgreement by BRS do not contravene or violate any laws, rules orregulations applicable to it, or require the consent of any other Person.

 

3.                                       Legend.  The certificates representingthe Real Mex Equity Securities shall bear the following legend in addition toany other legend required under applicable law:

 

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“THESESECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, ASAMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOTBE TRANSFERRED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR STATESECURITIES LAWS OR AN OPINION OF COUNSEL, SATISFACTORY TO REAL MEX RESTAURANTS,INC., THAT SUCH REGISTRATION IS NOT REQUIRED.

 

THESECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS ANDCONDITIONS OF AN AMENDED AND RESTATED SECURITIES HOLDERS AGREEMENT, BY ANDAMONG REAL MEX RESTAURANTS, INC. AND THE HOLDERS SPECIFIED THEREIN, A COPY OFWHICH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF REAL MEX RESTAURANTS, INC.  THE SALE, TRANSFER OR OTHER DISPOSITION OFTHE SECURITIES IS SUBJECT TO THE TERMS OF SUCH AGREEMENT AND THE SECURITIES ARETRANSFERABLE ONLY UPON PROOF OF COMPLIANCE THEREWITH.”

 

4.                                       Securities Holders Agreement.  Eachof Real Mex, BRS and J.W. Childs hereby agrees that J.W. Childs shall (i) joinin, be bound by and receive all the benefits of Sections 3.2, 3.3 and 4.8 ofthe Securities Holders Agreement as an “Investor” thereunder (including anydefined terms used therein but not otherwise defined which shall have the meaningsset forth in the Securities Holders Agreement) and (ii) that allsecurities of Real Mex from time to time owned by J.W. Childs (including,without limitation, the Real Mex Equity Securities purchased pursuant to theAsset Purchase Agreement) shall be treated as “Securities” thereunder.

 

5.                                       Transfer Restrictions.  J.W.Childs hereby acknowledges and agrees that the transfer restrictions provisionsset forth on Exhibit B hereto shall apply to J.W. Childs and theReal Mex Equity Securities.

 

6.                                       Preemptive Rights.  Eachof Real Mex and J.W. Childs hereby acknowledges and agrees that the preemptiverights provisions set forth on Exhibit C hereto shall apply to J.W.Childs and the Real Mex Equity Securities.

 

7.                                       Voting Agreement.  BRSagrees that it shall take, at any time and from time to time, all actionnecessary (including voting the Common Stock owned by it, calling specialmeetings of stockholders and execute and delivering written consents) to ensurethat one (1) director entitled to be designated by BRS pursuant to Section 4.2(c)(ii) ofthe Securities Holders Agreement shall be a director designated by J.W. Childs(the “J.W. Childs Director”).  J.W.Childs may request that any J.W. Childs Director be removed (with or withoutcause) by written notice to BRS, and, in any such event, BRS shall promptlyconsent in writing or vote or cause to be voted all shares of Common Stock nowor hereafter owned or controlled by it for the removal of such person as adirector. In the event a J.W. Childs Director ceases to be a director, suchperson shall also cease to be a member of any committee of the Board ofDirectors of Real

 

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Mex.  In the event that a vacancy is created onReal Mex’s Board of Directors at any time by the death, disability, retirement,resignation or removal (with or without cause) of a J.W. Childs Director, or ifotherwise there shall exist or occur any vacancy on Real Mex’s Board ofDirectors in a directorship of BRS subject to designation by J.W. Childspursuant to this Section 7, such vacancy shall not be filled by theremaining members of Real Mex’s Board of Directors but BRS hereby agreespromptly to consent in writing or vote or cause to be voted all shares ofCommon Stock now or hereafter owned or controlled by it to elect thatindividual designated to fill such vacancy and serve as a director, as shall bedesignated by J.W. Childs.

 

8.                                       Termination of Certain Rights.  Notwithstandinganything to the contrary set forth in the Securities Holders Agreement or thisAgreement, (a) Sections 3.2, 3.3 and 4.8 of the Securities HoldersAgreement and Sections 4(ii), 5, 6 and 7 hereof shall cease to apply to J.W. Childsupon the earlier to occur of (i) an Initial Public Offering, (ii) anApproved Sale and (iii) with respect to Section 4.8 of the SecuritiesHolders Agreement and Sections 6 and 7 hereof only, the time at which J.W. Childsowns less than (x) 85% of the Real Mex Equity Securities acquired by itpursuant to the Asset Purchase Agreement (treating, for purposes of this Section 8,each share of Series A, Series B and Series C Preferred Stock ofReal Mex held by J.W Childs as a share of common stock) or (y) 7.5% of thevalue of the then outstanding Real Mex equity capitalization, as reasonablydetermined in good faith by the Real Mex Board of Directors.

 

9.                                       Further Assurances.  Eachof the parties hereto covenants and agrees upon the request of the other, todo, execute, acknowledge and deliver or cause to be done, executed, acknowledgedand delivered all such further acts, deeds, documents, powers of attorney and assurancesas may be reasonably necessary or desirable to give full effect to thisAgreement.

 

10.                                 Successors and Assigns.  ThisAgreement shall inure to the benefit of and be binding upon the parties heretoand their respective successors and permitted assigns; provided, however,that J.W. Childs shall not transfer any of its rights or obligations under thisAgreement without the prior written consent of Real Mex (except in connectionwith a permitted transfer under Section 5 of this Agreement); and provided,further, however, that in no event shall J.W. Childs be entitledto transfer its right to designate the J.W. Childs Director without the priorwritten consent of Real Mex and BRS.

 

11.                                 Governing Law.  Thisagreement shall be construed and interpreted according to the laws of the Stateof Delaware without regard to its principles of conflict of laws.

 

12.                                 Counterparts.  ThisAgreement may be executed in any number of counterparts, each of which shall bedeemed an original, but all of which together shall constitute one agreement.

 

**[signature page follows]**

 

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**INWITNESS WHEREOF**, this Agreement has been executed by theparties hereto as of the day and year first above written.

 
|   | **REAL MEX RESTAURANTS, INC.**                               |
|--------|--------------------------------------------------------------|
|   |                                                         |
|   |                                                         |
|   | By:                                                          |     /s/ Frederick  F. Wolfe |   |
|   |                                                         | Name:  Frederick  F. Wolfe |
|   |                                                         | Title:    President |
|   |                                                         |
|   |                                                         |
|   | **J.W. CHILDS EQUITY PARTNERS,  L.P.**                       |
|   |                                                         |
|   |                                                         |
|   | By:                                                          |    /s/ Jeffrey  J. Teschke |   |
|   |                                                         | Name: Jeffrey J.  Teschke |
|   |                                                         | Title:   Vice-President |
|   |                                                         |
|   |                                                         |
|   | **BRUCKMANN, ROSSER, SHERRILL &  CO.,**             |
|   | **L.P.**                                                     |
|   |                                                         |
|   | By: BRS  Partners, Limited Partnership, the general  partner |
|   |                                                         |
|   | By: BRSE Associates, Inc.,  its general partner         |
|   |                                                         |
|   |                                                         |
|   | By:                                                          |    /s/ Harold  O. Rosser |   |
|   |                                                         | Name: Harold O.  Rosser |
|   |                                                         | Title:   Principal |
|   |                                                         |
|   |                                                         |
|   | **BRUCKMANN, ROSSER, SHERRILL &  CO., II**     |
|   | **L.P.**                                                     |
|   |                                                         |
|   | By:  BRSE, L.L.C., the general partner                  |
|   |                                                         |
|   | By:                                                          |    /s/ Harold  O. Rosser |   |
|   |                                                         | Name: Harold O.  Rosser |
|   |                                                         | Title:   Principal |
|        |                                                              |  |  |  |  |  |

 

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|   | **JWC CHEVYS CO-INVEST, LLC**                                |
|--------|--------------------------------------------------------------|
|   |                                                         |
|   | By:                                                          | J. W. Childs  Associates, L.P., Its Manager |
|   |                                                         |
|   | By:                                                          | J.W. Childs Associates, Inc.,  Its General |
|   |                                                         | Partner |
|   |                                                         |
|   |                                                         |
|   | By:                                                          | /s/ Jeffrey  Teschke |   |
|   |                                                         | Name: Jeffrey Teschke |
|   |                                                         | Title: Vice President |
|   |                                                         |
|   |                                                         |
|   | **J. W. CHILDS EQUITY PARTNERS,  L.P.**                      |
|   |                                                         |
|   |                                                         |
|   | By: J.W. Childs  Advisors, L.P., its General Partner         |
|   |                                                         |
|   | By: J.W. Childs  Associates, L.P., its General  Partner      |
|   |                                                         |
|   | By: J.W. Childs  Associates, Inc., its General  Partner |
|   |                                                         |
|   |                                                         |
|   | By:                                                          | /s/ Jeffrey  Teschke |   |
|   |                                                         | Name: Jeffrey Teschke |
|   |                                                         | Title: Vice President |
|        |                                                              |  |  |  |  |

 

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**Exhibit A**

 

**Real Mex Equity Securities**

 

(see attached)

 

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**Exhibit A**

 

**Real MexEquity Securities**

 

**J. W.Childs Equity Partners, L.P.**

 
| **Shares  of  Class A  Common Stock** | ** ** | **Shares of   Series A  Preferred Stock** | ** ** | **Shares of  Series B  Preferred Stock** | ** ** | **Shares of  Series C  Preferred Stock** | ** ** | **Options to Purchase** | ** ** |
|--------------------------------------------|------------|------------------------------------------------|------------|-----------------------------------------------|------------|-----------------------------------------------|------------|-------------------------|------------|
| **Class A Common Stock**              |
| **Number of Options**                      | ** ** | **Strike Price  Per Share**                    | ** ** | **Expiration  Date**                          |
| ** **                                 | ** ** | ** **                                     | ** ** | ** **                                    | ** ** | ** **                                    | ** ** | ** **              | ** ** | ** ** | ** ** | ** ** | ** ** |
| 38,523.090                                 |       | 1,922.105                                      |       | 1,297.683                                     |       | 1,812.415                                     |       | 635.283                 |       | 10.00 |   | 03/12/2009 |   |
|                                       |       |                                           |       |                                          |       |                                          |       | 1,208.478               |       | 92.00 |   | 10/03/2010 |   |
|                                       |       |                                           |       |                                          |       |                                          |       | 222.210                 |       | 92.00 |   | 05/15/2011 |   |
|                                       |       |                                           |       |                                          |       |                                          |       | 1,180.037               |       | 5.00 |   | 09/23/2012 |   |

 

**JWCChevys Co-Invest, LLC**

 
| **Shares  of  Class A  Common Stock** | ** ** | **Shares of   Series A  Preferred Stock** | ** ** | **Shares of  Series B  Preferred Stock** | ** ** | **Shares of  Series C  Preferred Stock** | ** ** | **Options to Purchase** | ** ** |
|--------------------------------------------|------------|------------------------------------------------|------------|-----------------------------------------------|------------|-----------------------------------------------|------------|-------------------------|------------|
| **Class A Common Stock**              |
| **Number of Options**                      | ** ** | **Strike Price  Per Share**                    | ** ** | **Expiration  Date**                          |
| ** **                                 | ** ** | ** **                                     | ** ** | ** **                                    | ** ** | ** **                                    | ** ** | ** **              | ** ** | ** ** | ** ** | ** ** | ** ** |
| 2,837.325                                  |       | 141.568                                        |       | 95.578                                        |       | 133.489                                       |       | 46.790                  |       | 10.00 |   | 03/12/2009 |   |
|                                       |       |                                           |       |                                          |       |                                          |       | 89.008                  |       | 92.00 |   | 10/03/2010 |   |
|                                       |       |                                           |       |                                          |       |                                          |       | 16.366                  |       | 92.00 |   | 05/15/2011 |   |
|                                       |       |                                           |       |                                          |       |                                          |       | 86.913                  |       | 5.00 |   | 09/23/2012 |   |

 

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**Exhibits B**

 

**Transfers of Securities**

 

1.                                       Except as provided in Section 3.3 of theSecurities Holders Agreement and the provisions set forth below in this Exhibit B,J.W. Childs is prohibited from Transferring any of its Securities except in thefollowing circumstances:  (i) toPermitted Transferees (as hereinafter defined), (ii) to another Investor, (iii) pursuantto an Approved Sale (as defined in Section 3.2 of the Securities HoldersAgreement) and in accordance with Section 3.2 of the Securities HoldersAgreement, (iv) a Transfer of Common Stock by any of the BRS Entities or theFSI Entities as to which Tag-Along Rights (as defined in Section 33 of theSecurities Holders Agreement) apply and (v) pursuant to an effectiveregistration statement under the Securities Act of 1933, as amended (the “SecuritiesAct”); provided, however, that, in the case of any suchTransfer, except in the case of an Approved Sale or sale pursuant to aneffective registration statement, each such transferee shall take suchSecurities subject to and be fully bound by the terms of this Agreementapplicable to it with the same effect as if it were a party hereto; and provided,further, that no Transfer shall be effected except in compliance withthe registration requirements of the Securities Act (and applicable statesecurities laws) or pursuant to an available exemption therefrom.

 

2.                                       No Transfer shall, in any event, be made byJ.W. Childs unless in connection with such Transfer, the applicable transfereehas complied with the terms and provisions of this Agreement. Neither J.W. Childsnor transferee may effect any Transfer of Securities, whether to a PermittedTransferee or otherwise, unless the transferee executes an agreement pursuantto which such transferee agrees to be bound by the terms and provisions of thisAgreement applicable to the transferor (except in the case of an Approved Sale,a sale pursuant to an effective registration statement under the Securities Actor as otherwise specifically provided herein). In addition, neither J.W. Childs nor transferee may effect any Transferof Securities, whether to a Permitted Transferee or otherwise, if Real Mexreasonably determines that the proposed Transfer would adversely affect Real Mex’sor any of its subsidiaries’ alcoholic beverage licenses or permits.  Any purported Transfer in violation of this covenantshall be null and void and of no force and effect and the purported transfereeshall have no rights or privileges in or with respect to Real Mex.  As used herein, “Transfer” means the makingof any sale, exchange, assignment, hypothecation, gift, security interest,pledge or other encumbrance, or any contract therefor, any voting trust orother agreement or arrangement with respect to the transfer of voting rights(including any proxy or similar arrangement (whether or not revocable)) or anyother beneficial interest in any of the Securities, the creation of any other claimthereto or any other transfer or disposition whatsoever, whether voluntary orinvoluntary, affecting the right, title, interest or possession in or to suchSecurities.

 

3.                                       Prior to any proposed Transfer of anySecurities, J.W. Childs shall give written notice to Real Mex describing themanner and circumstances of the proposed Transfer accompanied by a writtenopinion of legal counsel, addressed to Real Mex and the transfer agent, ifother than Real Mex, and reasonably satisfactory in form and substance to eachaddressee, to the effect that the proposed Transfer of the Securities may beeffected without registration under the Securities Act and applicable statesecurities laws.  Each certificateevidencing the Securities transferred shall bear the legend set forth in Section 3of the Joinder Agreement to which this

 

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Exhibit B is attached, except that such certificateshall not bear the first paragraph of such legend if the opinion of counselreferred to above is to the further effect that the first paragraph of suchlegend is not required in order to establish compliance with any provision ofthe Securities Act or applicable state securities laws.

 

4.                                       As used herein, “Permitted Transferee”shall mean (i) J.W. Childs Associates, Inc. (“Childs Inc.”) orany officer, employee or consultant of Childs Inc., (ii) any corporationor partnership (or other entity for collective investment, such as a fund)which is (and continues to be) controlled by, controlling or under commoncontrol with Childs Inc., and (iii) subsequent to September 30, 2008,the partners of J.W. Childs in so far as they may receive Securities inconnection with the liquidation of J.W. Childs, provided, however,that such Transfers do not result in Real Mex becoming subject to the reportingrequirements of the Securities Exchange Act of 1934, as amended.

 

5.                                       As used herein, “controlling” (including,with its correlative meanings, “controlled by” and “under common control with”)means possession, directly or indirectly, of power to direct or cause thedirection of management or policies (whether through ownership of securities,partnership or other ownership interests, by contract or otherwise).

 

6.                                       Defined terms used herein but not otherwisedefined herein shall have the meanings ascribed to them in the JoinderAgreement to which this Exhibit B is attached.

 

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**Exhibit C**

 

**Preemptive Rights**

 

1.                                       Except as provided in paragraph 3 below, RealMex shall not issue, sell or transfer any equity securities to BRS, JefferiesCapital Partners or their respective Affiliates (as such term is defined in Section 2.1(d) ofthe Securities Holders Agreement), unless Real Mex provides J.W. Childs writtennotice (a “Preemptive Rights Notice”) at least 15 days prior to the proposedissuance date specifying the prices at which such equity securities areproposed to be issued and sold and all other material terms of the issuance.  J.W. Childs shall have the right to purchase,during the period set forth in paragraph 2 below, at the prices and on theterms specified in the Preemptive Rights Notice, up to the number of shares (oramount) of such equity securities (“J.W. Childs Maintenance Securities”)equal to J.W. Childs’ Percentage Ownership (as defined below) as it existedimmediately prior to such issuance (“Preemptive Rights”). “PercentageOwnership” means, with respect to J.W. Childs at any time, (i) the numberof shares of Common Stock, on a fully diluted basis, that J.W. Childsbeneficially owns (and (without duplication) has the right to acquire), dividedby (ii) the total number of shares of Common Stock outstanding at suchtime on a fully diluted basis; provided, however, that no Options(as such term is defined in the Securities Holders Agreement) or any otherstock options, restricted stock or similar awards granted pursuant to any stockoption or other incentive compensation plan approved by the Real Mex Board ofDirectors shall be taken into account for purposes of clause (i) and (ii) abovein determining J.W. Childs’ Percentage Ownership.

 

2.                                       J.W. Childs may exercise its right topurchase J.W. Childs Maintenance Securities by delivering written notice ofacceptance of any offer made in a Preemptive Rights Notice within 10 days afterreceipt of the Preemptive Rights Notice. A delivery of such a written notice of acceptance, which shall specifythe number of shares (or amount) of J.W. Childs Maintenance Securities that J.W.Childs desires to purchase, shall constitute a binding agreement of J.W. Childsto purchase such J.W. Childs Maintenance Securities specified in such written acceptancenotice, at the prices and on substantially the same terms and conditions as setforth in the Preemptive Rights Notice.  RealMex shall have 90 days from the date it sends the Preemptive Rights Notice toconsummate the proposed issuance of J.W. Childs Maintenance Securities.  On the date of such consummation, Real Mexshall issue certificates representing such J.W. Childs Maintenance Securitiesto be purchased by J.W. Childs, registered in the name of J.W. Childs and inthe denomination as specified by J.W. Childs in the acceptance notice, againstpayment by J.W. Childs of the purchase price for such J.W. Childs Maintenance Securities.  If Real Mex proposed to issue equitysecurities subject to Preemptive Rights after such 90-day period, it shallagain comply with the foregoing procedures.

 

3.                                       Notwithstanding the foregoing, J.W. Childsshall not be entitled to purchase J.W. Childs Maintenance Securities (and noPreemptive Rights Notice shall be required) in connection with (i) theissuance of equity securities described in Section 3.4(c) of theSecurities Holders Agreement, (ii) the issuance of any MaintenanceSecurities (as such term is defined in the Securities Holders Agreement)pursuant to Section 3.4 of the Securities Holders Agreement and (iii) theissuance of any Real Mex equity securities in connection with the acquisitionof another corporation or other entity (whether by merger, recapitalization,purchase of all or substantially all of the assets or otherwise), andregardless of whether or not Real Mex is

 

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thesurviving entity.  In addition,notwithstanding the foregoing, J.W. Childs shall not be entitled to purchase J.W.Childs Maintenance Securities (and no Preemptive Rights Notice shall berequired) in connection with any proposed issuance, sale or transfer of equitysecurities by Real Mex if Real Mex shall notify J.W. Childs in writing that itshall issue to J.W. Childs the same number (or amount) of J.W. ChildsMaintenance Securities which it would otherwise be required to issue to J.W. Childsat the same price and on the same conditions as would be required to be setforth in a Preemptive Rights Notice, within 30 days after the issuance, sale ortransfer of any such equity securities.

 

4.                                       Defined terms used herein but not otherwisedefined herein shall have the meanings ascribed to them in the JoinderAgreement to which this Exhibit C is attached.

 

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