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This AMENDMENT
TO VOTING PROXY AGREEMENT (this “
Amendment”) is entered into as of this 20 th day
of July, 2005 (“Effective Date”) and amends the Voting
Proxy Agreement executed on August 25, 1995 by and between Sumner
M. Redstone, an individual (“Redstone”), National
Amusements, Inc., a Maryland corporation (“NAI” and
collectively with Redstone, the “ Shareholders”), WMS
Industries Inc., a Delaware corporation (the
“Company”), and Louis J. Nicastro and Neil D. Nicastro,
individuals, as amended by that certain First Amendment to Voting
Proxy Agreement dated as of October 23, 2002 by and among the
Company, the Shareholders, Louis J. Nicastro and Neil D. Nicastro
(the “Agreement”).
RECITALS
A. The
Agreement will expire in accordance with its terms on August 24,
2005.
B. The parties
wish to amend and extend the Agreement.
AGREEMENT
NOW, THEREFORE,
in consideration of the mutual covenants contained herein and other
good and valuable consideration, the parties agree as
follows:
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1.
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TERM . Section 2.6 of the Agreement is hereby deleted
in its entirety and replaced with the following:
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“Unless
sooner terminated as provided in paragraphs 2.3 through 2.5 hereof,
this Agreement shall continue in force until midnight, central
time, on August 24, 2010 (hereinafter the “Voting Proxy
Term”).
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