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ASSIGNMENT AND ASSUMPTION AGREEMENT
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).
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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
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ACKNOWLEDGMENT AND CONSENT
The undersigned hereby acknowledges and consents to the assignment by
Xxxx Xxxxxxx to the Xxxx Xxxxxxx Self-Declaration of Revocable Trust of all of
Xxxx Xxxxxxx'x rights and obligations under the Registration Rights Agreement
dated June 9, 1997 among Cyrk, Inc., Xxxxx Xxxxx and Xxxx Xxxxxxx.
IN WITNESS WHEREOF, the undersigned has executed this instrument as of
the 21st day of July, 1997.
CYRK, INC.
By: /s/ Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx
Chairman
/s/ XXXXX XXXXX
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Xxxxx Xxxxx
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ACKNOWLEDGMENT AND CONSENT
The undersigned hereby acknowledges and consents to the assignment by
Xxxx Xxxxxxx to the Xxxx Xxxxxxx Self-Declaration of Revocable Trust of all of
Xxxx Xxxxxxx'x rights and obligations under the Shareholders Agreement dated
June 9, 1997 among Cyrk, Inc., Xxxxx Xxxxx, Xxxx Xxxxxxx, Xxxxxxx Xxxxxxx and
Xxxxxxx Xxxxx.
IN WITNESS WHEREOF, the undersigned has executed this instrument as of
the ____ day of July, 1997.
CYRK, INC.
By: /s/ Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx
Chairman
/s/ Xxxxx Xxxxx
--------------------------
Xxxxx Xxxxx
/s/ Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx
/s/ Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx
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