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 Louis Habash
("Habash"), 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
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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.
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2.1 Release by ASSI and Habash. ASSI and Habash hereby release
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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 Habash 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
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forever discharges ASSI and Habash of and from any and all Claims which the
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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 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
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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
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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
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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
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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
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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.
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8. SUCCESSORS AND ASSIGNS. This instrument shall be binding upon and
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inure to the benefit of the parties hereto and their respective heirs,
representatives, successors and assigns.
9. NO FUTURE ACTIONS. Each of ASSI and Habash agrees that it will
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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 Habash 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
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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
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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/ LOUIS HABASH /s/ LOUIS HABASH
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Louis Habash, President Louis Habash
CHICAGO PIZZA & BREWERY, INC.
By: /s/ PAUL A. MOTENKO
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Paul A. Motenko,
Co-Chief Executive Officer,
Vice President and Secretary
