VOTING AGREEMENT
Agreement dated as of May 7, 1996 among the parties signatory
hereto (the "Participants").
Concurrently with the execution hereof, Concord Camera Corp.,
a New Jersey corporation (the "Company"), has entered into agreements ("Purchase
Agreements") with each of the Participants, pursuant to which the Company has
issued to each of the Participants shares of the Company's Common Stock ("Common
Stock") and agreed, upon the occurrence of certain events, to issue to the
Participants additional shares of Common Stock.
The Participants desire to provide for coordinated voting of
such Common Stock.
NOW, THEREFORE, in consideration of the foregoing and the
premises and mutual covenants hereinafter contained, the Participants hereby
agree as follows:
1. Each of the Participants shall, at all times hereafter, for
all matters in which shares of Common Stock are voted (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, whether concurrently herewith or at any time
hereafter, pursuant to the Purchase Agreements; 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.
2. To effect the foregoing, (i) each of the Participants is
delivering to Xxx X. Xxxxxxx ("Xxxxxxx") an irrevocable proxy in the form
attached hereto, and (ii) each of the Participants agrees that prior to any
transfer by such Participant of Shares to any member of his immediate family or
trusts for the benefit of any thereof, such Participant shall cause the
transferee (A) to agree in writing with Xxxxxxx to be bound by the 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 2 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.
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VOTING AGREEMENT NOVEMBER 7, 1995
1
3. 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, 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."
4. The legend provided for in Section 3 shall be removed from
any certificate at such time as the shares represented thereby no longer
constitute Shares under Section 1.
5. The parties acknowledge that, by virtue of this 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 requiring
it to be disclosed in any such Schedule 13D.
6. 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.
7. Xxxxxxx reserves the right in his sole discretion at any
time hereafter to terminate this Agreement and all irrevocable proxies granted
to him hereunder.
8. This Agreement shall be binding on the parties hereto and
their respective personal representatives, heirs, successors and assigns.
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VOTING AGREEMENT NOVEMBER 7, 1995
2
9. 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
---------------------------- -----------------------------
Signature Signature
Name: Xxx Xxxxx Name: Xxxx X. Xxxxx
---------------------------- -----------------------------
Signature Signature
Name: Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxxx
---------------------------- -----------------------------
Signature Signature
Name: Xxxxxxxx Xxxxx Name: Xxxxx Xxxx
/s/ Xxxxxxxx Xxxxx /s/ Xxxxx Xxxx
Signature Signature
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VOTING AGREEMENT NOVEMBER 7, 1995
3
IRREVOCABLE PROXY
Pursuant to a certain 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") registered in the name of the undersigned specified below,
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
the shares of Common Stock of the Company governed by such Voting Agreement (it
being understood that the certification by Xx. 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: May 7, 1996
SHARES OF COMMON STOCK Name: Xxxxx Xxxx
COVERED BY THIS
IRREVOCABLE PROXY: /s/ Xxxxx Xxxx
Signature
27,500
Address: 0 Xxxxx Xxxxxx Xxx. 00X
Xxxxxxxx, Xxx Xxxxxx 00000
Home Telephone: (908)
Business Telephone: (000) 000-0000
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VOTING AGREEMENT NOVEMBER 7, 1995
IRREVOCABLE PROXY
Pursuant to a certain 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") registered in the name of the undersigned specified below,
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
the shares of Common Stock of the Company governed by such Voting Agreement (it
being understood that the certification by Xx. 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: May 7, 1996
SHARES OF COMMON STOCK Name: Xxxxxxxx Xxxxx
COVERED BY THIS
IRREVOCABLE PROXY: /s/ Xxxxxxxx Xxxxx
Signature
27,500
Address: 000 Xxxxx Xxxxxxx
Xxxxxx Xxxxxxx, Xxx Xxxx 00000
Home Telephone: (000) 000-0000
Business Telephone: (000) 000-0000
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VOTING AGREEMENT NOVEMBER 7, 1995
