LIMITED GUARANTEELimited Guarantee • June 8th, 2011 • CPK Holdings Inc. • Retail-eating places • Delaware
THIS LIMITED GUARANTEE, dated as of May 24, 2011 (this “Limited Guarantee”), is made by Golden Gate Capital Opportunity Fund, L.P., a Cayman Islands exempted limited partnership (the “Guarantor”), in favor of California Pizza Kitchen, Inc., a Delaware corporation (the “Company”). Reference is hereby made to that certain Agreement and Plan of Merger, dated on or about the date hereof (as the same may be amended, modified or restated in accordance with the terms thereof, the “Merger Agreement”), by and among the Company, CPK Holdings Inc., a Delaware corporation (“Parent”), and CPK Merger Sub Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Sub”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Merger Agreement.
Golden Gate Private Equity, Inc. One Embarcadero Center, 39th Floor San Francisco, CA 94111 Attention: Joshua CohenExclusivity Agreement • June 8th, 2011 • CPK Holdings Inc. • Retail-eating places
Golden Gate Private Equity, Inc. One Embarcadero Center, 39th Floor San Francisco, CA 94111 Attention: Joshua Cohen Exclusivity Agreement April 11, 2011Exclusivity Agreement • June 8th, 2011 • CPK Holdings Inc. • Retail-eating places • Delaware
Golden Gate Private Equity, Inc. (“GGC”) and California Pizza Kitchen, Inc. (the “Company”) have engaged in discussions regarding the possible acquisition by GGC’s affiliated funds under management of 100% of the outstanding shares of capital stock of the Company (a “Transaction”). In consideration of the effort and expenditures of GGC in connection with continuing such discussions with respect to a possible Transaction, the Company covenants and agrees as follows:
