Notes:

Source of Funds: "Parent estimates that the total amount of funds required to purchase all of the outstanding shares of our common stock not currently owned by it or its affiliates, to pay the amounts owed to the holders of options and restricted stock awards under our stock plans, and to pay Parent’s and Merger Sub’s estimated fees and expenses of the merger, will be approximately $100 million. Parent and Merger Sub expect that the source of these funds and other consideration will be (i) the issuance of shares of preferred stock of Parent, with an aggregate value of approximately $50 million, to Mill Road, Ralph Rubio or other co-investors in exchange for cash and shares of our common stock, (ii) credit facilities arranged by GCI Capital Markets, LLC, a Delaware limited liability company (“GC Cap”), in an aggregate principal amount of approximately $46 million, and (iii) our cash on hand as of the effective time of the merger, excluding amounts required to fund our operations and committed capital expenditures."

Completion Date: "We are working toward completing the merger as quickly as possible, and we anticipate that it will be completed in the third quarter of 2010 promptly following the annual meeting or as soon as practicable thereafter. In order to complete the merger, we must obtain stockholder approval and the other closing conditions under the merger agreement must be satisfied or waived (as permitted by law and the merger agreement)."

Completion: "On August 24, 2010 Rubio’s filed a Certificate of Merger with the Secretary of State of the State of Delaware, pursuant to which Merger Sub was merged with and into Rubio’s, with Rubio’s continuing as the surviving corporation (“Merger”). As a result of the Merger, Rubio’s became a wholly-owned subsidiary of Parent. The Merger became effective as of 11:28 a.m. PDT on Tuesday, August 24, 2010, at which time each outstanding share of common stock of Rubio’s (other than 607,672 shares held by Parent, which were exchanged by Mill Road and Ralph Rubio for shares of Parent capital stock prior to the Merger, and those shares, if any, held by stockholders exercising dissenters rights) was automatically converted into the right to receive $8.70 in cash, without interest and less any applicable withholding taxes, upon surrender and acceptance of the certificates for such shares to the exchange and payment agent."