EXHIBIT 7
MUTUAL GENERAL RELEASE
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THIS MUTUAL GENERAL RELEASE is made and entered into as of
December 20, 2000 by and between ASSI, Inc. ("ASSI"), a Nevada corporation, and
Xxxxx Xxxxxx ("Xxxxxx"), on the one hand, and CHICAGO PIZZA & BREWERY, INC. (the
"Company"), a California corporation, on the other hand, with reference to the
following facts:
A. During the months of November and December 2000, the
Company and ASSI were negotiating the terms of a Stock Purchase Agreement (the
"Pending Agreement") between them whereby ASSI would purchase 1,500,000 shares
of common stock of the Company.
B. On or about December __, 2000, ASSI received an unsolicited
offer from Jacmar, Incorporated ("Jacmar"), to purchase all of ASSI's 2,200,000
shares of common stock of the Company, constituting 100% of the shares owned by
ASSI in the Company. ASSI has now agreed to sell its shares to Jacmar.
C. The parties now desire to waive any claims they may have
against each other, whether arising under the Pending Agreement or otherwise,
and the parties have agreed to waive such claims, upon the terms set forth in
this Mutual General Release ("Release").
NOW, THEREFORE, the parties hereby agree as follows:
1. GRANT OF STOCK OPTION. The Company agrees to issue
to ASSI a stock option exercisable for 200,000 shares of the Company's common
stock at a purchase price of $4.00 per share as full consideration for the
issuance of this Release.
2. RELEASE.
2.1 RELEASE BY ASSI AND XXXXXX. ASSI and Xxxxxx
hereby release and forever discharge the Company and all of its directors,
officers, employees agents and affiliates (collectively, "Affiliates") of and
from any and all claims, debts, liabilities, demands, obligations, costs,
expenses, actions and causes of action, of every nature, character and
description, known or unknown (collectively, "Claims"), which ASSI or Xxxxxx now
owns or holds, or has at any time heretofore owned or held, or may at any time
own or hold, by reason of any matter, cause or thing whatsoever occurred, done,
omitted or suffered to be done prior to the date of this instrument, including
without any limitation any Claims arising out of or relating to the Pending
Agreement.
2.2 RELEASE BY THE COMPANY. The Company hereby
releases and forever discharges ASSI and Xxxxxx of and from any and all Claims
which the Company now owns or holds, or has at any time heretofore owned or
held, or may at any time own or hold, by reason of any matter, cause or thing
whatsoever occurred, done, omitted or suffered to be done
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prior to the date of this instrument, including without any limitation any
Claims arising out of or relating to the Pending Agreement.
3. WAIVER OF UNKNOWN CLAIMS. Each party hereby waives
and relinquishes all rights and benefits afforded by Section 1542 of the Civil
Code of the State of California. Each party understands that the facts in
respect of which the releases made in this instrument are given may hereafter
turn out to be other than or different from the facts in that connection now
known or believed by either of them to be true; and each of them hereby accepts
and assumes the risk of facts turning out to be different and agree that this
instrument shall be and remain in all respects effective and not subject to
termination or rescission by virtue of any such difference in facts.
Section 1542 of the Civil Code of the State of California
reads as follows:
"A general release does not extend to claims which the
creditor does not know or suspect to exist in his favor at the
time of executing the release, which if known by him must have
materially affected his settlement with the debtor."
4. NO ASSIGNMENT. Each party represents and warrants
that it has not heretofore assigned or transferred, or purported to assign or
transfer, to any person, firm, or corporation whomsoever any Claim herein
released. Each party hereby agrees to indemnify and hold harmless the other
party against any Claim based on, arising out of or in connection with any such
transfer or assignment or purported transfer or assignment.
5. NO REPRESENTATIONS. Each party acknowledges that no
representations of any kind or character have been made to it by the other
party, or by any of the other party's agents, representatives or attorneys, to
induce the execution of this instrument.
6. NO ADMISSION OF LIABILITY. Each party acknowledges
that this instrument effects the settlement of claims which are denied by the
other party, and that nothing contained herein shall be construed as an
admission of liability by or on behalf of the other party, by whom liability is
expressly denied.
7. REPRESENTATION BY INDEPENDENT COUNSEL. EACH PARTY
ACKNOWLEDGES THAT IT HAS BEEN REPRESENTED, OR HAS HAD THE OPPORTUNITY TO HAVE
BEEN REPRESENTED, BY COUNSEL OF ITS OWN CHOICE THROUGHOUT ALL OF THE
NEGOTIATIONS WHICH PRECEDED THE EXECUTION OF THIS INSTRUMENT AND IN CONNECTION
WITH THE PREPARATION AND EXECUTION OF THIS INSTRUMENT.
8. SUCCESSORS AND ASSIGNS. This instrument shall be
binding upon and inure to the benefit of the parties hereto and their respective
heirs, representatives, successors and assigns.
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9. NO FUTURE ACTIONS. Each of ASSI and Xxxxxx agrees
that it will forever refrain and forbear from commencing, instituting or
prosecuting any lawsuit, action or other proceeding against the Company or any
of its Affiliates based on, arising out of, or in connection with any Claim that
is released and discharged by reason of this instrument. The Company agrees that
it will forever refrain and forbear from commencing, instituting or prosecuting
any lawsuit, action or other proceeding against ASSI or Xxxxxx based on, arising
out of, or in connection with any Claim that is released and discharged by
reason of this instrument.
10. GOVERNING LAW. This instrument is made and entered
into in the State of California and shall be interpreted and enforced under and
pursuant to the laws of California.
11. TERMS. Wherever in this instrument the context may
require, the masculine shall be deemed to include the feminine and/or neuter,
and the singular to include the plural.
IN WITNESS WHEREOF, the parties hereto have executed this
instrument as of the day and year first above written.
ASSI, Inc.
By: /s/ Xxxxx Xxxxxx /s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx, President Xxxxx Xxxxxx
CHICAGO PIZZA & BREWERY, INC.
By: /s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx,
Co-Chief Executive Officer,
Vice President and Secretary
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