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ASSIGNMENT AND ASSUMPTION AGREEMENT
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ASSIGNMENT AND ASSUMPTION AGREEMENT entered into as of this 21st day of
July, 1997 by and between XXXX XXXXXXX ("Xxxxxxx") and XXXX XXXXXXX
SELF-DECLARATION OF REVOCABLE TRUST, a revocable trust (the "Trust").
FOR GOOD AND VALUABLE CONSIDERATION, the receipt of which is hereby
acknowledged, the parties hereto agree as follows:
1. ASSIGNMENT AND ASSUMPTION. Xxxxxxx hereby assigns to the Trust all of
the Assumed Obligations and Assumed Rights (as each such term is hereinafter
defined) and the Trust hereby (i) assumes the Assumed Obligations and Assumed
Rights and (ii) agrees to perform and discharge the Assumed Obligations in
accordance with the respective terms thereof. For purposes hereof, (I) "Assumed
Obligations" means all obligations of Xxxx Xxxxxxx under the Shareholders
Agreement dated June 9, 1997 (the "Shareholders Agreement") among Cyrk, Inc.,
Xxxxx Xxxxx, Xxxx Xxxxxxx, Xxxxxxx Xxxxxxx and Xxxxxxx Xxxxx and under the
Registration Rights Agreement dated June 9, 1997 (the "Registration Rights
Agreement") among Cyrk, Inc., Xxxxx Xxxxx and Xxxx Xxxxxxx and (II) "Assumed
Rights" means all rights of Xxxx Xxxxxxx under each such agreement.
2. FURTHER INSTRUMENTS. The parties hereby agree to execute and have
executed all such further assignments, instruments of transfer and agreements as
may be necessary in order to transfer more fully and effectively the Assumed
Obligations and Assumed Rights.
3. BINDING EFFECT; GOVERNING LAW. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns, and shall be construed and enforced in accordance with the laws of The
Commonwealth of Massachusetts.
4. COUNTERPARTS. This Agreement may be executed in several counterparts,
each of which shall be deemed an original but all of which counterparts
collectively shall constitute one instrument representing the agreement among
the parties hereto.
5. NOTICES. The Trust hereby agrees that all notices to the Trust under the
Shareholders Agreement or the Registration Rights Agreement shall be addressed
c/o Xxxx Xxxxxxx at his address set forth in Section 6 of the Shareholders
Agreement referred to above (with copies provided as set forth in said Section 6
for notices to Xxxx Xxxxxxx).
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as a
sealed instrument as of the date first above written.
/s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx, individually
XXXX XXXXXXX SELF-DECLARATION OF
REVOCABLE TRUST
By: /s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx, Trustee
