STOCKHOLDER TENDER AND SUPPORT AGREEMENTStockholder Tender and Support Agreement • May 27th, 2011 • California Pizza Kitchen, Inc. • Retail-eating places • Delaware
STOCKHOLDER TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of May 24, 2011, is by and among CPK Holdings Inc., a Delaware corporation (“Parent”), CPK Merger Sub Inc., a Delaware corporation and a direct, wholly-owned Subsidiary of Parent (“Sub”), California Pizza Kitchen, Inc., a Delaware corporation (the “Company”), Larry S. Flax (“Stockholder”) and certain trusts established by Stockholder and/or his spouse identified on the signature page hereto (the “Trusts”). The Company shall only be a party to this Agreement for purposes of Section 4(d)-(g) and Section 13 of this Agreement and the Trusts shall only be a party to this Agreement for purposes of Sections 3, 4, 5, 6 and 13 of this Agreement.
