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”), Richard L. Rosenfield (“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.
AGREEMENT AND PLAN OF MERGER by and among CPK HOLDINGS INC., CPK MERGER SUB INC. and CALIFORNIA PIZZA KITCHEN, INC. dated as of May 24, 2011Merger Agreement • May 27th, 2011 • California Pizza Kitchen, Inc. • Retail-eating places • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 24, 2011, is entered into by and among CPK Holdings Inc., a Delaware corporation (“Parent”), CPK Merger Sub Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Sub”), and California Pizza Kitchen, Inc., a Delaware corporation (the “Company”). Each of Parent, Sub and the Company are referred to herein as a “Party” and together as “Parties.” Capitalized terms used and not otherwise defined herein have the meanings set forth in Article X.
