Concord Camera Corp Watch

from 8-K ~5 pages Plan of reorganization, merger, acquisition or similar

from SC 13D/A ~20 pages Plan of reorganization, merger, acquisition or similar

from 10-K 1 page Certificate of Amendment (No. 5) to the Certificate of Incorporation of Concord Camera Corp. To: The Secretary of State Federal Ein: 13-3152196 State of New Jersey Pursuant to the Provisions of Section 14a:9-2(4) and Section 14a:9-4(3), of the New Jersey Business Corporation Act, the Undersigned Corporation Executes the Following Certificate of Amendment to Its Certificate of Incorporation: 1. the Name of the Corporation Is Concord Camera Corp. 2. the Following Amendment to the Certificate of Incorporation Was Approved by the Corporation's Board of Directors on December 17, 1996 and Duly Adopted by the Shareholders of the Corporation on April 17, 1997: Resolved, That Article Third of the Certificate of Incorporation Be Amended to Read as Set Forth in Its Entirety as Follows: "Third: The Aggregate Number of Shares Which the Corporation Shall Have Authority to Issue Is Forty Million (40,000,000), Without Par Value, All of Which Shall Be Common Stock." 3. the Total Number of Shares Entitled to Vote Thereon Was 10,880,473 Shares. 4. the Number of Shares Voting for and Against Such Amendment Are as Follows: Number of Shares for Amendment Number of Shares Against Amendment 8,924,130 1,383,181 Dated as of This 18th Day of April, 1997 Concord Camera Corp. By: /S/ Ira B. Lampert Name: Ira B. Lampert Title: Chief Executive Officer F:\group\legal\certofam.418 <page>

from SC 13D/A 1 page Exhibit B Agreement Agreement, Dated as of July 18, 1997, by and Among Brian King ("King"), Lawrence Pesin ("Pesin") and Keith Lampert ("Lampert"). 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, Pesin, Lampert and Certain Other Parties Signatory Thereto (The "Voting Agreement") and (II) That Certain Agreement, Dated as of February 7, 1997, by and Among Gary M. Simon ("Simon"), the Company, King, Pesin and Lampert (The "Simon Agreement"). Each of King, Pesin and Lampert Hereby Agrees (I) That the Shares of Common Stock of the Company He Is Purchasing Pursuant to the Simon Agreement and the Shares of Common Stock of the Company Issuable Upon Exercise of the Options He Is Purchasing Pursuant to the Simon 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 Simon Agreement and the Shares of Common Stock of the Company Issuable Upon Exercise of the Options He Is Purchasing Pursuant to the Simon Agreement. to Effect the Foregoing, Each of King, Pesin and Lampert Is Delivering to Ira B. Lampert an Irrevocable Proxy. in Witness Whereof, the Parties Hereto Have Executed This Agreement as of the Date First Written Above. /S/ Brian King Brian King /S/ Lawrence Pesin Lawrence Pesin /S/ Keith Lampert Keith Lampert

from SC 13D/A ~10 pages Plan of reorganization, merger, acquisition or similar