EXHIBIT 2.2
TERMINATION AGREEMENT
This Termination Agreement, dated as of December 1, 1999 ("Agreement"),
is by and between Futech Interactive Products, Inc., an Arizona corporation
("Futech"), Xxxxx Corporation, a Delaware corporation ("Xxxxx"), DaMert Company,
a California corporation ("DaMert"), Janex International, Inc., a Colorado
corporation ("Janex"), Futech Interactive Products (Delaware), Inc., a Delaware
corporation, Futech Toys & Games, Inc., a Nevada corporation, Xxxxxxxxx X.
XxXxxx, Trustee of the DaMert Trust, UTD September 28, 1998, Xxxx Xxxxxx DaMert,
Trustee of the DaMert Trust, UTD September 28, 1998, Xxxxxxx X. Xxxxx and
Xxxxxxx X. Xxxxxxx.
RECITALS
1. The parties to this Agreement desire to terminate effective as of
the date hereof that certain merger agreement, dated as of June 7, 1999 (the
"Merger Agreement") by and between, among others, the parties hereto and to
terminate all of the rights and obligations of the parties to the Merger
Agreement. None of the parties hereto shall have any further liability or
obligation arising out of the Merger Agreement and the transactions contemplated
thereby.
2. The parties acknowledge that Fundex Games, Ltd., a Nevada
corporation, and its shareholders formally terminated as parties to the Merger
Agreement, effective December 1999 pursuant to that certain Termination, Release
and Settlement Agreement.
AGREEMENT
For good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
1. TERMINATION OF MERGER AGREEMENT. The Merger Agreement and all the
rights and obligations of the parties under such Agreement are hereby terminated
and each party hereby forever releases and discharges each other party from any
and all obligations, claims, liabilities, damages, expenses and costs relating
to the Merger Agreement and the transactions contemplated thereby, provided,
however, that (i) Futech's release of Xxxxx and its stockholder and Xxxxx and
its stockholder's release of Futech shall not be effective until Janex completes
its acquisition of a majority interest in Xxxxx, and (ii) Futech's release of
DaMert and its stockholders and DaMert and its stockholders' release of Futech
shall not be effective until Janex completes its acquisition of DaMert.
[Signature Pages Follow]
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed
as of the date first written above by their respective officers thereunto duly
authorized, and each of the Shareholders have executed this Agreement on their
own behalf (or as otherwise indicated).
Futech Interactive Products, Inc., an
Arizona corporation
By: /s/ Xxxxxxx X. Xxxxx
------------------------------
Xxxxxxx X. Xxxxx, CEO
Futech Interactive Products (Delaware), Inc.,
a Delaware corporation
By: /s/ Xxxxxxx X. Xxxxx
------------------------------
Xxxxxxx X. Xxxxx, CEO
Futech Toy & Games, Inc., a Nevada
corporation
By: /s/ Xxxx X. Xxxxx
------------------------------
Xxxx X. Xxxxx, XX, President
[Signatures Continued]
Janex International, Inc., a Colorado
corporation
By: /s/ Xxxxxxx X. Xxxxx
------------------------------
Xxxxxxx X. Xxxxx, President
Xxxxx Corporation, a Delaware corporation
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------
Xxxxxxx X. Xxxxxxx, Chairman and
CEO
DaMert Company, a California corporation
By: /s/ Xxxxxxxxx X. Xxxxxx
------------------------------
Xxxxxxxxx X. XxXxxx, Chairman
SHAREHOLDERS
DaMert: /s/ Xxxxxxxxx X. Xxxxxx
--------------------------
Xxxxxxxxx X. XxXxxx, Trustee of the DaMert
Trust, UTD September 28, 1998
/s/ Xxxx Xxxxxx Damert
--------------------------
Xxxx Xxxxxx DaMert, Trustee of the DaMert
Trust, UTD September 28, 1998
[Signatures Continued]
Futech: /s/ Xxxxxxx X. Xxxxx
----------------------------
Xxxxxxx X. Xxxxx
Xxxxx: /s/ Xxxxxxx X. Xxxxxxx
----------------------------
Xxxxxxx X. Xxxxxxx
[End of Document]
