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Exhibit 10.8





This Investors’ Rights Agreement Standstill and Extension Agreement (“Agreement”) is made as of May 7, 2007 (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”).




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 Rubio’s granted to the Investor certain registration rights.


B.   On July 28, 2005, the parties hereto entered into an Investors’ Rights Agreement Standstill and Extension Agreement (the “2005 Extension Agreement”) which provided, among other things, for an extension of the expiration date applicable to the Investor’s registration rights and superseded an Investors’ Rights Agreement Standstill and Extension Agreement dated March 12, 2004 (collectively, with the 2005 Extension Agreement the “Original Extension Agreements”).


C.   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.


D.   The Company is willing to grant to Investor a further extension of its registration rights through June 30, 2009 and a modification of such registration rights in exchange for the Investor agreeing not to exercise any demand registration rights on or before June 30, 2007.




NOW, THEREFORE, the parties hereto agree as follows:


1.   Amendments to Rights Agreement .


(a)   Section 1.4(a) of the Rights Agreement be deleted and replaced with the following:


“(a)   Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its best efforts to cause such registration statement to become effective, and upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for up to one hundred eighty (180) days.”


(b)   Clauses (4), (5) and (6) of Section 1.12 (b) of the Rights Agreement be deleted and replaced with the following:


“(4) if the Company has already effected four (4) registrations on Form S-3 pursuant to this Section 1.12 and the Holder is eligible to resale its Registrable Securities pursuant to Rule 144(k) of the Act.; or (5) in any particular jurisdiction in which the Company wo

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