EXHIBIT A
AGREEMENT, dated as of February 7, 1997 by and among Xxxx X.
Xxxxx, having an address at 00 Xxxxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxx 00000
("Simon"), Concord Camera Corp., a New Jersey corporation having an address at
00 Xxxxxx Xxx, Xxxxxx, Xxx Xxxxxx 00000 (the "Company"), and each of the
individuals whose names are set forth at the foot of this Agreement, having an
address care of the Company (collectively, the "Purchasers").
WHEREAS, Simon is a participant in the Management Stock
Provisions of the Company, pursuant to which he has purchased 25,000 shares of
common stock of the Company (the "Shares") and is the holder of an option to
purchase 25,000 shares of common stock of the Company (the "Option") and is the
obligor under a promissory note to the Company in an outstanding principal
amount equal to $134,375 plus accrued interest (the "Note");
WHEREAS, each of the Purchasers desires to purchase from Simon
the number of Shares and portion of the Option set forth opposite their
respective names at the foot of this Agreement in consideration of the
assumption by each of the Purchasers of all of Simon's obligations under the
portion of the Note set forth opposite their respective names at the foot of
this Agreement; and
WHEREAS, the Company is willing to consent to such purchase,
sale and assumption and upon the occurrence thereof, is willing to release Simon
from any further obligations under the Note.
NOW, THEREFORE, the parties hereby take the actions evidenced
by this Agreement and agree as follows:
1. Simon hereby represents and warrants to each of the
Purchasers that Simon is the record and beneficial owner of the Shares and the
Option free and clear of any liens, claims or encumbrances of any type
whatsoever, except for the pledge of the Shares to the Company as security for
payment of the Note, and that the outstanding principal amount of the Note is as
set forth above.
2. Simon hereby sells, transfers and conveys to each of the
Purchasers, and each of the Purchasers hereby accepts, the number of Shares and
the portion of the Option set forth opposite each such Purchaser's name at the
foot of this Agreement and each of the Purchasers hereby assumes all of Simon's
obligations under the portion of the Note set forth opposite each such
Purchaser's name at the foot of this Agreement.
3. The Company hereby consents to the foregoing and releases
Simon from any and all obligations of Simon under the Note. Concurrently with
the execution and delivery hereof, the Company has returned to Simon the Note
stamped cancelled.
July 28, 1997 (11:13 am)
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4. Concurrently with the execution and delivery hereof, each
of the Purchasers has delivered to the Company, and the Company has accepted, a
new promissory note evidencing the portion of the principal amount of the Note
plus accrued interest assumed by each Purchaser, a pledge agreement granting to
the Company a security interest in the Shares purchased by each Purchaser and
the certificate in the name of each Purchaser representing such Shares.
IN WITNESS WHEREOF, the Company has caused this Agreement to
be executed by its representative thereunto duly authorized, and each of Simon
and the Purchasers has duly executed this Agreement as of the day and year first
above written.
CONCORD CAMERA CORP.
By: /s/ Xxx X. Xxxxxxx
Name: Xxx X. Xxxxxxx
Title: Chairman and Chief
Executive Officer
/s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx
Number of Shares
Purchased: 10,000
Option with respect
to 10,000 Shares
Principal amount of
Promissory Note: $53,750 /s/ Xxxxx Xxxx
Xxxxx Xxxx
Number of Shares
purchased: 10,000
Option with respect
to 10,000 Shares
Principal amount of
Promissory Note: $53,750 /s/ Xxxxxxxx Xxxxx
Xxxxxxxx Xxxxx
July 28, 1997 (11:13 am)
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Number of Shares
purchased: 5,000
Option with respect
to 5,000 Shares
Principal amount of
Promissory Note: $26,875 /s/ Xxxxx Xxxxxxx
Xxxxx Xxxxxxx
This Agreement was fully executed on July 18, 1997.
July 28, 1997 (11:13 am)
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