AMENDED AND RESTATED VOTING AGREEMENT
Amended and Restated Voting Agreement, dated February 28,
1997, among the parties signatory hereto (the "Participants"), which amends and
restates that certain voting agreement among the Participants (the "Agreement").
Pursuant to the terms of the Agreement, the Participants
provided for coordinated voting of (i) shares of Concord Camera Corp.'s, a New
Jersey corporation (the "Company"), Common Stock ("Common Stock") purchased by
the Participants from the Company concurrently with the execution of the
Agreement, and (ii) additional shares of Common Stock to be issued to the
Participants upon the occurrence of certain events (the "Restricted Stock").
Concurrently with the execution hereof, each of the Participants have entered
into agreements with the Company whereby the Company is being relieved of its
obligation to issue the Restricted Stock and is granting to each of the
Participants options to purchase shares of Common Stock instead (the "Option
Shares").
The Participants desire to provide for coordinated voting of
such Common Stock.
NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants hereinafter contained, the Participants hereby agree as
follows:
1. All capitalized terms used herein and not otherwise defined
shall have the meanings ascribed to them in the Agreement.
2. Each of the Participants shall, at all times hereafter, for
all matters in which shares of Common Stock are voting (or consent is given with
respect to such shares), vote all of the Shares (as hereinafter defined) owned
beneficially or of record by such Participant (or by members of such
Participant's immediate family or trusts for the benefit thereof) or consent
with respect to all of such Shares, as the case may be, as the Participants
holding a majority of all of the Shares may determine in their sole discretion.
As used herein, the term "Shares" means all of the shares of
Common Stock acquired by the Participants concurrently with the execution of the
Agreement and all the Option Shares, provided, that such shares shall cease to
constitute "Shares" at such time as they are no longer held beneficially or of
record by the Participants, their estates, members of their immediate families
or trusts for the benefit of any members of their immediate families.
3. To effect the foregoing, (i) each of the Participants is
delivering to Xxx X. Xxxxxxx ("Xxxxxxx") an irrevocable proxy in the form
attached hereto which shall supersede the irrevocable proxy delivered by each of
the Participants to Xxxxxxx in connection with the Agreement, and (ii) each of
Participants agrees that prior to any transfer by such Participant of Shares to
any member of his immediate family or any trust for the benefit of any thereof,
such Participant shall cause the transferee (A) to agree in writing with Xxxxxxx
to be bound by the
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AMENDED AND RESTATED VOTING K FEB. 28, 1997
1
provisions of this Agreement with the same force and effect as if such
transferee were an original party hereto, and (B) in furtherance of and without
limitation of the foregoing, to execute and deliver to Xxxxxxx an irrevocable
proxy in the form attached hereto. Each proxy granted by any Participant or
transferee pursuant to this Section 3 shall be deemed to be coupled with an
interest in favor of Xxxxxxx and his substitutes and, as such, shall be
irrevocable and shall survive the death, bankruptcy, incompetency or dissolution
of such Participant or transferee.
4. Any certificate representing the Shares shall be legended
substantially as follows:
"The shares represented by this certificate are
subject to a certain voting agreement dated as of August 31,
1995, as amended, and an irrevocable proxy, a copy of each of
which is on file at the principal office of the Company. The
holder of this certificate, by his acceptance hereof, agrees
to be bound by all the terms of such agreement, as the same is
in effect from time to time."
5. The legend provided for in Section 4 shall be removed from
any certificate at such time as the shares represented thereby no longer
constitute Shares under Section 2.
6. The parties acknowledge that, by virtue of the Agreement,
they have formed a "group" for purposes of Section 13(d) of the Securities
Exchange Act of 1934. In that connection, each of the Participants shall provide
to Xxxxxxx such information, cooperation and other assistance as he may require
so as to enable him to make, on behalf of such group, any and all filings on
Schedule 13D required to be made by such group with the Securities and Exchange
Commission (including all necessary amendments). Each such Participant shall
timely execute such filings if and to the extent required. Each of the
Participants shall immediately inform Xxxxxxx of any sale or other disposition
of Shares by such Participant or any other information of the nature required to
be disclosed in any such Schedule 13D.
7. Each of the Participants shall hereafter, at the reasonable
request of Xxxxxxx, execute and deliver such other instruments and agreements,
and do such further acts and things, as may be necessary or expedient to carry
out the provisions of this Agreement.
8. Xxxxxxx reserves the right in his sole discretion at any
time hereafter to terminate this Agreement and all irrevocable proxies granted
to him hereunder.
9. This Agreement shall be binding on the parties hereto and
their respective personal representatives, heirs, successors and assigns.
10. This Agreement shall amend and restate in its entirety the
Agreement and shall be effective as of December 22, 1996.
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AMENDED AND RESTATED VOTING K FEB. 28, 1997
2
11. This Agreement shall be governed and construed in
accordance with the laws of the State of New Jersey without regard to the
conflicts of law principles thereof.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first above written.
Name: Xxx X. Xxxxxxx Name: Xxxxx Xxxxxx
/s/ Xxx X. Xxxxxxx /s/ Xxxxx Xxxxxx
Signature Signature
Name: Xxx Xxxxx Name: Xxxx X. Xxxxx
/s/ Xxx Xxxxx /s/ Xxxx X. Xxxxx
Signature Signature
Name: Xxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxx
/s/ Xxxxxx Xxxxxxx /s/ Xxxxxxxx Xxxxx
Signature Signature
Name: Xxxxx Xxxx
/s/ Xxxxx Xxxx
Signature
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AMENDED AND RESTATED VOTING K FEB. 28, 1997
3
IRREVOCABLE PROXY
Pursuant to a certain Amended and Restated Voting Agreement,
dated as of the date hereof, among Xxx X. Xxxxxxx and certain other signatories
thereto, the undersigned hereby irrevocably appoints Xxx X. Xxxxxxx, or his
nominee ("Xxxxxxx"), with full power of substitution, as proxy for the
undersigned, and hereby authorizes Xxxxxxx to vote the shares of Common Stock of
CONCORD CAMERA CORP. (the "Company") specified below and registered or to be
registered in the name of the undersigned, at any meeting of the stockholders of
the Company, and to execute a consent with respect to such shares, as to any and
all matters upon which action is to be taken or consent is to be given by the
stockholders of the Company, in such manner as may be determined from time to
time by the holders of a majority of shares of Common Stock of the Company
governed by such Amended and Restated Voting Agreement (it being understood that
the certification by Xxxxxxx as to the determination of such holders shall be
conclusive evidence of the determination thereof for all purposes hereunder).
This Irrevocable Proxy shall be deemed to be coupled with an
interest in favor of Xxxxxxx and, as such, shall be irrevocable and shall
survive the death, bankruptcy, incompetency or dissolution of the undersigned.
Dated: As of December 22, 1996
SHARES OF COMMON STOCK Name: Xxx X. Xxxxxxx
COVERED BY THIS
IRREVOCABLE PROXY:
/s/ Xxx X. Xxxxxxx
245,000 Signature
SHARES OF COMMON STOCK Address: x/x 00 Xxxxxx Xxx,
XXXXXXXXXX OPTIONS Xxxxxx, Xxx Xxxxxx 00000
GRANTED BY THE COMPANY
AND COVERED BY THIS
IRREVOCABLE PROXY: Home Telephone: (000) 000-0000
Business Telephone: (000) 000-0000
245,000
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AMENDED AND RESTATED VOTING K FEB. 28, 1997
IRREVOCABLE PROXY
Pursuant to a certain Amended and Restated Voting Agreement,
dated as of the date hereof, among Xxx X. Xxxxxxx and certain other signatories
thereto, the undersigned hereby irrevocably appoints Xxx X. Xxxxxxx, or his
nominee ("Xxxxxxx"), with full power of substitution, as proxy for the
undersigned, and hereby authorizes Xxxxxxx to vote the shares of Common Stock of
CONCORD CAMERA CORP. (the "Company") specified below and registered or to be
registered in the name of the undersigned, at any meeting of the stockholders of
the Company, and to execute a consent with respect to such shares, as to any and
all matters upon which action is to be taken or consent is to be given by the
stockholders of the Company, in such manner as may be determined from time to
time by the holders of a majority of shares of Common Stock of the Company
governed by such Amended and Restated Voting Agreement (it being understood that
the certification by Xxxxxxx as to the determination of such holders shall be
conclusive evidence of the determination thereof for all purposes hereunder).
This Irrevocable Proxy shall be deemed to be coupled with an
interest in favor of Xxxxxxx and, as such, shall be irrevocable and shall
survive the death, bankruptcy, incompetency or dissolution of the undersigned.
Dated: As of December 22, 1996
SHARES OF COMMON STOCK Name: Xxx Xxxxx
COVERED BY THIS
IRREVOCABLE PROXY:
/s/ Xxx Xxxxx
10,000 Signature
SHARES OF COMMON STOCK Address: 0 Xxxx Xxxxxx,
XXXXXXXXXX OPTIONS Xxxxxx Xxxxxx, Xxx Xxxx 00000
GRANTED BY THE COMPANY
AND COVERED BY THIS
IRREVOCABLE PROXY: Home Telephone: (000) 000-0000
Business Telephone: (000) 000-0000
10,000
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AMENDED AND RESTATED VOTING K FEB. 28, 1997
IRREVOCABLE PROXY
Pursuant to a certain Amended and Restated Voting Agreement,
dated as of the date hereof, among Xxx X. Xxxxxxx and certain other signatories
thereto, the undersigned hereby irrevocably appoints Xxx X. Xxxxxxx, or his
nominee ("Xxxxxxx"), with full power of substitution, as proxy for the
undersigned, and hereby authorizes Xxxxxxx to vote the shares of Common Stock of
CONCORD CAMERA CORP. (the "Company") specified below and registered or to be
registered in the name of the undersigned, at any meeting of the stockholders of
the Company, and to execute a consent with respect to such shares, as to any and
all matters upon which action is to be taken or consent is to be given by the
stockholders of the Company, in such manner as may be determined from time to
time by the holders of a majority of shares of Common Stock of the Company
governed by such Amended and Restated Voting Agreement (it being understood that
the certification by Xxxxxxx as to the determination of such holders shall be
conclusive evidence of the determination thereof for all purposes hereunder).
This Irrevocable Proxy shall be deemed to be coupled with an
interest in favor of Xxxxxxx and, as such, shall be irrevocable and shall
survive the death, bankruptcy, incompetency or dissolution of the undersigned.
Dated: As of December 22, 1996
SHARES OF COMMON STOCK Name: Xxxx X. Xxxxx
COVERED BY THIS
IRREVOCABLE PROXY:
/s/ Xxxx X. Xxxxx
25,000 Signature
SHARES OF COMMON STOCK Address: 00 Xxxxx Xxxxxx,
Xxxxxxxxxx, Xxx Xxxx, 00000
UNDERLYING OPTIONS
GRANTED BY THE COMPANY
AND COVERED BY THIS
IRREVOCABLE PROXY: Home Telephone: (000) 000-0000
Business Telephone: (000) 000-0000
25,000
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AMENDED AND RESTATED VOTING K FEB. 28, 1997
IRREVOCABLE PROXY
Pursuant to a certain Amended and Restated Voting Agreement,
dated as of the date hereof, among Xxx X. Xxxxxxx and certain other signatories
thereto, the undersigned hereby irrevocably appoints Xxx X. Xxxxxxx, or his
nominee ("Xxxxxxx"), with full power of substitution, as proxy for the
undersigned, and hereby authorizes Xxxxxxx to vote the shares of Common Stock of
CONCORD CAMERA CORP. (the "Company") specified below and registered or to be
registered in the name of the undersigned, at any meeting of the stockholders of
the Company, and to execute a consent with respect to such shares, as to any and
all matters upon which action is to be taken or consent is to be given by the
stockholders of the Company, in such manner as may be determined from time to
time by the holders of a majority of shares of Common Stock of the Company
governed by such Amended and Restated Voting Agreement (it being understood that
the certification by Xxxxxxx as to the determination of such holders shall be
conclusive evidence of the determination thereof for all purposes hereunder).
This Irrevocable Proxy shall be deemed to be coupled with an
interest in favor of Xxxxxxx and, as such, shall be irrevocable and shall
survive the death, bankruptcy, incompetency or dissolution of the undersigned.
Dated: As of December 22, 1996
SHARES OF COMMON STOCK Name: Xxxxx Xxxxxx
COVERED BY THIS
IRREVOCABLE PROXY:
/s/ Xxxxx Xxxxxx
100,000 Signature
SHARES OF COMMON STOCK Address: 000 Xxxx 00xx Xxxxxx,
XXXXXXXXXX OPTIONS Xxx Xxxx, Xxx Xxxx 00000
GRANTED BY THE COMPANY
AND COVERED BY THIS
IRREVOCABLE PROXY: Home Telephone: (000) 000-0000
Business Telephone: (000) 000-0000
100,000
F:\GROUP\XXXXX\13D97\EXHIBITF.13D
AMENDED AND RESTATED VOTING K FEB. 28, 1997
IRREVOCABLE PROXY
Pursuant to a certain Amended and Restated Voting Agreement,
dated as of the date hereof, among Xxx X. Xxxxxxx and certain other signatories
thereto, the undersigned hereby irrevocably appoints Xxx X. Xxxxxxx, or his
nominee ("Xxxxxxx"), with full power of substitution, as proxy for the
undersigned, and hereby authorizes Xxxxxxx to vote the shares of Common Stock of
CONCORD CAMERA CORP. (the "Company") specified below and registered or to be
registered in the name of the undersigned, at any meeting of the stockholders of
the Company, and to execute a consent with respect to such shares, as to any and
all matters upon which action is to be taken or consent is to be given by the
stockholders of the Company, in such manner as may be determined from time to
time by the holders of a majority of shares of Common Stock of the Company
governed by such Amended and Restated Voting Agreement (it being understood that
the certification by Xxxxxxx as to the determination of such holders shall be
conclusive evidence of the determination thereof for all purposes hereunder).
This Irrevocable Proxy shall be deemed to be coupled with an
interest in favor of Xxxxxxx and, as such, shall be irrevocable and shall
survive the death, bankruptcy, incompetency or dissolution of the undersigned.
Dated: As of December 22, 1996
SHARES OF COMMON STOCK Name: Xxxxx Xxxx
COVERED BY THIS
IRREVOCABLE PROXY:
/s/ Xxxxx Xxxx
27,500 Signature
SHARES OF COMMON STOCK Address x/x Xxxxxxx Xxxxxx Xxxx.,
00 Xxxxxx Xxx,
XXXXXXXXXX OPTIONS Xxxxxx, Xxx Xxxxxx 00000-0000
GRANTED BY THE COMPANY Business Telephone: (000) 000-0000
AND COVERED BY THIS
IRREVOCABLE PROXY:
27,500
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AMENDED AND RESTATED VOTING K FEB. 28, 1997
IRREVOCABLE PROXY
Pursuant to a certain Amended and Restated Voting Agreement,
dated as of the date hereof, among Xxx X. Xxxxxxx and certain other signatories
thereto, the undersigned hereby irrevocably appoints Xxx X. Xxxxxxx, or his
nominee ("Xxxxxxx"), with full power of substitution, as proxy for the
undersigned, and hereby authorizes Xxxxxxx to vote the shares of Common Stock of
CONCORD CAMERA CORP. (the "Company") specified below and registered or to be
registered in the name of the undersigned, at any meeting of the stockholders of
the Company, and to execute a consent with respect to such shares, as to any and
all matters upon which action is to be taken or consent is to be given by the
stockholders of the Company, in such manner as may be determined from time to
time by the holders of a majority of shares of Common Stock of the Company
governed by such Amended and Restated Voting Agreement (it being understood that
the certification by Xxxxxxx as to the determination of such holders shall be
conclusive evidence of the determination thereof for all purposes hereunder).
This Irrevocable Proxy shall be deemed to be coupled with an
interest in favor of Xxxxxxx and, as such, shall be irrevocable and shall
survive the death, bankruptcy, incompetency or dissolution of the undersigned.
Dated: As of December 22, 1996
SHARES OF COMMON STOCK Name: Xxxxxxxx Xxxxx
COVERED BY THIS
IRREVOCABLE PROXY:
/s/ Xxxxxxxx Xxxxx
27,500 Signature
SHARES OF COMMON STOCK Address c/o Concord Camera Corp.,
00 Xxxxxx Xxx, Xxxxxx,
XXXXXXXXXX OPTIONS Avenel, New Jersey 07001-2402
GRANTED BY THE COMPANY Business Telephone: (000) 000-0000
AND COVERED BY THIS
IRREVOCABLE PROXY:
27,500
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AMENDED AND RESTATED VOTING K FEB. 28, 1997
IRREVOCABLE PROXY
Pursuant to a certain Amended and Restated Voting Agreement,
dated as of the date hereof, among Xxx X. Xxxxxxx and certain other signatories
thereto, the undersigned hereby irrevocably appoints Xxx X. Xxxxxxx, or his
nominee ("Xxxxxxx"), with full power of substitution, as proxy for the
undersigned, and hereby authorizes Xxxxxxx to vote the shares of Common Stock of
CONCORD CAMERA CORP. (the "Company") specified below and registered or to be
registered in the name of the undersigned, at any meeting of the stockholders of
the Company, and to execute a consent with respect to such shares, as to any and
all matters upon which action is to be taken or consent is to be given by the
stockholders of the Company, in such manner as may be determined from time to
time by the holders of a majority of shares of Common Stock of the Company
governed by such Amended and Restated Voting Agreement (it being understood that
the certification by Xxxxxxx as to the determination of such holders shall be
conclusive evidence of the determination thereof for all purposes hereunder).
This Irrevocable Proxy shall be deemed to be coupled with an
interest in favor of Xxxxxxx and, as such, shall be irrevocable and shall
survive the death, bankruptcy, incompetency or dissolution of the undersigned.
Dated: As of December 22, 1996
SHARES OF COMMON STOCK Name: Art Zawodny
COVERED BY THIS
IRREVOCABLE PROXY:
/s/ Art Zawodny
7,000 Signature
SHARES OF COMMON STOCK Address: 0000 Xxxxx Xxxxxx,
XXXXXXXXXX OPTIONS Xxxxxx, Xxxxxxxxxxxx 00000
GRANTED BY THE COMPANY
AND COVERED BY THIS
IRREVOCABLE PROXY: Home Telephone:
Business Telephone: (000) 000-0000
7,000
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AMENDED AND RESTATED VOTING K FEB. 28, 1997
