SHAREHOLDERS’ AGREEMENT - SEC

shareholders ' AGREEMENT . THIS shareholders ' AGREEMENT , is made and entered into as of the th 6 day of March, 2003, by and among LA Food Show, Inc., a California corporation (the Company ), Richard Rosenfield, an individual, Larry S. Flax, or his successors in trust, as Trustee of the Larry S. Flax Revocable Trust dated June 18, 2002, as may be amended from time to time, and California Pizza Kitchen, Inc., a California corporation ( CPK ), with reference to the following facts: A. Flax (defined below) and Rosenfield (defined below) collectively own all of the shares of the Company's issued and outstanding common stock ( Common Stock ), which is comprised solely of 2,000,000 shares of Common Stock.

Shareholder and such Shareholder’s estate, spouse or lineal descendants, provided, however, that in each case, such Permitted Transferee executes and delivers to the Company a counterpart of this Agreement, in a form substantially similar to Exhibit A, and becomes a party to this

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