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FIRST AMENDMENT
TO
VOTING PROXY
AGREEMENT
This AMENDMENT
TO VOTING PROXY AGREEMENT (this “Amendment”) is entered
into as of this 18 th 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”), Phyllis G.
Redstone (hereinafter, “Mrs. Redstone”) and Louis J.
Nicastro and Neil D. Nicastro, individuals (the
“Agreement”).
RECITALS
A.
Louis J. Nicastro has previously
resigned as Proxy Holder and Neil D. Nicastro wishes to resign as
Proxy Holder.
B.
The parties wish to amend the
Agreement to replace Neil D. Nicastro with Brian R. Gamache 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:
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1.
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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:
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““Proxy Holder” means Brian R.
Gamache, President, Chief Executive Officer, and Director of the
Company.”
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2.
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NOTICES . Section 6.12 of the Agreement is hereby
deleted in its entirety and replaced with the following:
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