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EXHIBIT 99.2
TERMINATION AGREEMENT
This Termination Agreement is entered into as of September 1, 1999 by
and among Cyrk, Inc., a Delaware corporation (the "Company"), Xxxxxxx Xxxxx,
Xxxxx Xxxxx, Xxxxxxx Xxxxxxx, Xxxx Xxxxxxx and Xxxx Xxxxxxx Self-Declaration of
Revocable Trust (each a "Stockholder", and collectively the "Stockholders").
Introduction
The Company and the Stockholders are parties to a Shareholders
Agreement, dated June 9, 1997, as amended on July 21, 1997, and attached hereto
as E-3035427 Exhibit A (the "Shareholders Agreement"). The Company and each of
the Stockholders wish to terminate the Shareholders Agreement in its entirety
pursuant to the terms and conditions set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:
Section 1. Termination. As of the closing (the "Closing") of the
transactions contemplated by the Securities Purchase Agreement between the
Company and Overseas Toys, L.P. (the "Investor"), dated the date hereof (the
"Securities Purchase Agreement"), the Shareholders Agreement shall be terminated
in its entirety, and shall be of no further force and effect. For the avoidance
of doubt, Xxxx Xxxxxxx hereby acknowledges and agrees that at the Closing any
right he had to be named to the Board of Directors of the Company (the "Board")
pursuant to his Consulting Agreement with SMI Merger and the Company, dated May
7, 1997 (the "Consulting Agreement"), or otherwise shall be terminated in its
entirety and shall be of no further force and effect. In addition, Xxxx Xxxxxxx
also acknowledges and agrees that he shall not exercise any right to be named to
the Board pursuant to the Shareholders Agreement, the Consulting Agreement or
otherwise from the date hereof until the termination of the Securities Purchase
Agreement.
Section 2. Conflicts. If there arises any conflict among any provision
of the Shareholders Agreement and/or this Agreement, on the one hand, and any
provision in the Voting Agreement entered into as of the date hereof among the
Stockholders and the Investors (the "Voting Agreement"), on the other hand, then
such provisions or provisions in the Voting Agreement, as the case may be, shall
prevail.
Section 3. Governing Law. This agreement shall be governed by and
construed in accordance with the laws of the state of Delaware, without regard
to its choice of law principles.
Section 4. Counterparts. This agreement may be executed in multiple
counterparts, and counterparts by facsimile, each of which shall be deemed an
original, but all of which when taken together shall constitute one and the same
instrument.
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Exhibit 99.2
IN WITNESS WHEREOF, the parties have signed this Agreement as of the
date first above written.
/s/ Xxxxxxx Xxxxx CYRK, INC.
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Xxxxxxx Xxxxx By: /s/ Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx, President,
Chief Executive Officer and
Chief Operating Officer
/s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx
/s/ Xxxxx Xxxxx THE XXXX XXXXXXX SELF-DECLARATION
-------------------------------- OF REVOCABLE TRUST
Xxxxx Xxxxx
/s/ Xxxxxxx Xxxxxxx By: /s/ Xxxx Xxxxxxx
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Xxxxxxx Xxxxxxx Xxxx Xxxxxxx, as Trustee
