Exhibit 9.1
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 ▇▇▇ ▇. ▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇") an irrevocable proxy in the form attached hereto
which shall supersede the irrevocable proxy delivered by each of the
Participants to ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇
to be bound by the
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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 ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇, 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. ▇▇▇▇▇▇▇ 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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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: ▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇
/s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Signature Signature
Name: ▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇
/s/ ▇▇▇ ▇▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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Signature Signature
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
---------------------------- ----------------------------
Signature Signature
Name: ▇▇▇▇▇ ▇▇▇▇
/s/ ▇▇▇▇▇ ▇▇▇▇
----------------------------
Signature
IRREVOCABLE PROXY
Pursuant to a certain Amended and Restated Voting Agreement, dated as of
the date hereof, among ▇▇▇ ▇. ▇▇▇▇▇▇▇ and certain other signatories
thereto, the undersigned hereby irrevocably appoints ▇▇▇ ▇. ▇▇▇▇▇▇▇, or his
nominee ("▇▇▇▇▇▇▇"), with full power of substitution, as proxy for the
undersigned, and hereby authorizes ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ and, as such, shall be irrevocable and shall survive the
death, bankruptcy, incompetency or dissolution of the undersigned.
Dated: As of December 22, 1996
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AGREEMENT
AGREEMENT, dated as of January 6, 2000, by ▇▇▇▇▇▇ Press ("Press").
Reference is made to (i) that certain Amended and Restated Voting
Agreement, dated February 28, 1997, among Concord Camera Corp., a New Jersey
Corporation (the "Company"), and certain other parties signatory thereto (the
"Voting Agreement") and (ii) that certain Agreement, dated as of December 7,
1999 by and among ▇▇▇▇▇▇ ▇▇▇▇▇▇ ("Erfurt"), the Company and Press (the "Erfurt
Agreement").
Press hereby agrees, for the benefit of the parties to the Voting
Agreement, (i) that the shares of common stock of the Company he is purchasing
pursuant to the Erfurt Agreement and the shares of common stock of the Company
issuable upon exercise of the options he is purchasing pursuant to the Erfurt
Agreement shall be deemed to be "Shares" as defined in the Voting Agreement and,
as such, shall be subject to the Voting Agreement, and (ii) to be bound by the
Voting Agreement with respect to the shares of common stock of the Company
issuable upon exercise of the options he is purchasing pursuant to the Erfurt
Agreement.
IN WITNESS WHEREOF, Press has executed this Agreement as of the date
first written above.
/s/ ▇▇▇▇▇▇ Press
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▇▇▇▇▇▇ Press
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AGREEMENT
AGREEMENT, dated as of July 1, 1998 by ▇▇▇▇▇ ▇▇▇▇ ("King"), ▇▇▇ ▇▇▇▇▇▇▇
and ▇▇▇▇▇ ▇▇▇▇▇▇▇.
Reference is made to (i) that certain Amended and Restated Voting
Agreement, dated February 28, 1997, among Concord Camera Corp., a New Jersey
Corporation (the "Company"), King, ▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇ and certain
other parties signatory thereto (the "Voting Agreement") and (ii) that certain
Agreement, dated July 1, 1998 by and among ▇▇▇▇▇ ▇▇▇▇▇▇ ("Jackel"), the Company,
King, ▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇ (the "▇▇▇▇▇▇ Agreement").
Each of King, ▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby agrees, for the
benefit of the parties to the Voting Agreement, (i) that the shares of common
stock of the Company he is purchasing pursuant to the Jackel Agreement and the
shares of common stock of the Company issuable upon exercise of the options he
is purchasing pursuant to the Jackel Agreement shall be deemed to be "Shares" as
defined in the Voting Agreement and, as such, shall be subject to the Voting
Agreement, and (ii) to be bound by the Voting Agreement with respect to the
shares of common stock he is purchasing pursuant to the Jackel Agreement and the
shares of common stock of the Company issuable upon exercise of the options he
is purchasing pursuant to the Jackel Agreement.
IN WITNESS WHEREOF, King, ▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇ have executed
this Agreement as of the date first written above.
______________________________
▇▇▇▇▇ ▇▇▇▇
______________________________
▇▇▇ ▇▇▇▇▇▇▇
______________________________
▇▇▇▇▇ ▇▇▇▇▇▇▇
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AGREEMENT
AGREEMENT, dated as of June 11, 1998 by ▇▇▇▇▇ ▇▇▇▇ ("▇▇▇▇") and ▇▇▇▇▇
▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇').
Reference is made to (i) that certain Amended and Restated Voting
Agreement, dated February 28, 1997, among Concord Camera Corp., a New Jersey
Corporation (the "Company"), King, ▇▇▇▇▇▇▇ and certain other parties signatory
thereto (the "Voting Agreement") and (ii) that certain Agreement, dated June 11,
1998 by and among ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("▇▇▇▇▇"), the Company, King and ▇▇▇▇▇▇▇ (the
"▇▇▇▇▇ Agreement").
Each of King and ▇▇▇▇▇▇▇ hereby agrees, for the benefit of the parties
to the Voting Agreement, (i) that the shares of common stock of the Company he
is purchasing pursuant to the ▇▇▇▇▇ Agreement and the shares of common stock of
the Company issuable upon exercise of the options he is purchasing pursuant to
the ▇▇▇▇▇ Agreement shall be deemed to be "Shares" as defined in the Voting
Agreement and, as such, shall be subject to the Voting Agreement, and (ii) to be
bound by the Voting Agreement with respect to the shares of common stock he is
purchasing pursuant to the ▇▇▇▇▇ Agreement and the shares of common stock of the
Company issuable upon exercise of the options he is purchasing pursuant to the
▇▇▇▇▇ Agreement.
IN WITNESS WHEREOF, King and ▇▇▇▇▇▇▇ have executed this Agreement as of
the date first written above.
______________________________
▇▇▇▇▇ ▇▇▇▇
______________________________
▇▇▇▇▇ ▇▇▇▇▇▇▇
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AGREEMENT
AGREEMENT, dated as of April 30, 1998, by ▇▇▇ ▇. ▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇").
Reference is made to (i) that certain Amended and Restated Voting
Agreement, dated February 28, 1997, among Concord Camera Corp., a New Jersey
Corporation (the "Company"), ▇▇▇▇▇▇▇ and certain other parties signatory thereto
(the "Voting Agreement") and (ii) that certain Agreement, dated April 30, 1998
by and among ▇▇▇ ▇▇▇▇▇ ("▇▇▇▇▇"), the Company and ▇▇▇▇▇▇▇ (the "Shoer
Agreement").
▇▇▇▇▇▇▇ hereby agrees, for the benefit of the parties to the Voting
Agreement, (i) that the shares of common stock of the Company he is purchasing
pursuant to the Shoer Agreement and the shares of common stock of the Company
issuable upon exercise of the options he is purchasing pursuant to the Shoer
Agreement shall be deemed to be "Shares" as defined in the Voting Agreement and,
as such, shall be subject to the Voting Agreement, and (ii) to be bound by the
Voting Agreement with respect to the shares of common stock of the Company
issuable upon exercise of the options he is purchasing pursuant to the Shoer
Agreement.
IN WITNESS WHEREOF, ▇▇▇▇▇▇▇ has executed this Agreement as of the date
first written above.
/s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------
▇▇▇ ▇. ▇▇▇▇▇▇▇
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