THE WARRANT
AMENDED BY THIS WARRANT MODIFICATION AGREEMENT AND ANY SECURITIES
ACQUIRED UPON THE EXERCISE OF SUCH WARRANT HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ 1933
ACT ”), OR ANY STATE SECURITIES LAWS AND NEITHER THE
SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, ASSIGNED,
PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN
EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH
LAWS.
________________________________________
WMS INDUSTRIES INC.
COMMON STOCK PURCHASE WARRANT
MODIFICATION AGREEMENT
_________________________________________
This Common
Stock Purchase Warrant Modification Agreement (this “
Agreement ”) modifies the terms of that certain Common
Stock Purchase Warrant issued by WMS Industries Inc., a Delaware
corporation (the “ Company ”), to HASBRO, INC.
(“ Hasbro ” or the “ Warrantholder
”) effective September 15, 2003 (the “ Warrant
”). Capitalized terms used in this Agreement and
not defined herein have the meanings set forth in the
Warrant. In consideration of the mutual covenants and
representations contained herein and other good and valuable
consideration, each of the Company and Hasbro agrees to the
following modifications to the Warrant:
1. Expiration
Date . The first paragraph of the Warrant is amended
to delete the phrase “on September 14, 2013 (the “
Expiration Date ”)” and substitute in place
thereof “on the Expiration Date (as defined below)” and
to add the following sentence at the end of such
paragraph:
“
Expiration Date ” means December 31, 2018 or, solely
in the event that the term of that certain Gaming Device License
Agreement dated as of April 1, 2009 between Hasbro and Hasbro
International, Inc., as licensor, and WMS Gaming Inc., as licensee,
is extended for the Extension Term (as defined in such Gaming
Device License Agreement), December 31, 2021.
2. Vesting of the
Warrant . Section 1.1 of the Warrant is deleted in its entirety
and replace
