FIRST AMENDMENT TO VOTING PROXY AGREEMENT
FIRST
AMENDMENT TO
This
AMENDMENT TO VOTING PROXY AGREEMENT (this “Amendment”) is entered into as of
this 18th
day of
October, 2006 (“Effective Date”) and amends the Voting Proxy Agreement executed
on November 8, 2002 by and between WMS Industries Inc., a Delaware corporation
(hereinafter, the “Company”), ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (hereinafter, “▇▇▇. ▇▇▇▇▇▇▇▇”)
and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, individuals (the
“Agreement”).
RECITALS
A.
▇▇▇▇▇
▇.
▇▇▇▇▇▇▇▇ has previously resigned as Proxy Holder and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ wishes
to
resign as Proxy Holder.
B. The
parties wish to amend the Agreement to replace ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ with ▇▇▇▇▇
▇.
▇▇▇▇▇▇▇ as the sole Proxy Holder.
AGREEMENT
NOW,
THEREFORE, in consideration of the mutual covenants contained herein and other
good and valuable consideration, the parties agree as follows:
| 1. |
DEFINITION
OF PROXY HOLDER.
The definition of “Proxy Holder” in Article 1 of the Agreement is hereby
deleted in its entirety and replaced with the
following:
|
““Proxy
Holder” means ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President, Chief Executive Officer, and Director
of the Company.”
| 2. |
NOTICES.
Section 6.12 of the Agreement is hereby deleted in its entirety and
replaced with the following:
|
“All
notices or communications hereunder shall be in writing and sent to the
following addresses or at such other addresses as the parties may designate
from
time to time:
|
As
to the Company:
|
WMS Industries Inc.
▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
Attn:
General Counsel
Telecopy
No.: (▇▇▇) ▇▇▇-▇▇▇▇ |
|
|
As
to the Proxy Holder:
|
▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
President
and Chief Executive Officer
WMS
Industries Inc.
▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
Telecopy
No.: (▇▇▇) ▇▇▇-▇▇▇▇ |
|
|
As
to ▇▇▇. ▇▇▇▇▇▇▇▇:
|
▇▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
c/o
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
▇▇▇▇▇▇
▇▇▇▇▇▇ LLP
▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
Telecopy
No.: (▇▇▇) ▇▇▇-▇▇▇▇”
|
Page
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| 3. |
CONSTRUCTION.
Capitalized terms used in this Amendment without definition shall have
the
meanings set forth in the Agreement. If any conflict arises between
the
terms of this Amendment and the terms of the Agreement, this Amendment
shall control. Except as otherwise provided in this Amendment, the
terms
of the Agreement shall remain in full force and effect. This Amendment
may
be executed in any number of counterparts, each of which shall constitute
an original.
|
IN
WITNESS WHEREOF,
the
Parties hereto have signed this Amendment effective as of the latest date of
execution below.
|
/s/
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇
|
/s/
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇
▇. ▇▇▇▇▇▇▇▇
|
|
Date:
October 17, 2006
|
Date:
October 18, 2006
|
|
WMS
Industries Inc.,
a
Delaware corporation
|
|
|
By:
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
|
/s/
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
|
|
Print
name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title:
Vice President, Secretary and
General
Counsel
|
▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
|
|
Date:
October 18, 2006
|
Date:
October 17, 2006
|
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