THIRD AMENDMENT TO
VOTING PROXY AGREEMENT
This AMENDMENT TO VOTING PROXY AGREEMENT (this "Amendment") is entered into as
of this 27th day of July, 2006 ("Effective Date") and amends the Voting Proxy
Agreement executed on August 25, 1995 by and between Xxxxxx X. Xxxxxxxx, 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 Xxxxx X. Xxxxxxxx and Xxxx X.
Xxxxxxxx, individuals, as amended by that certain First Amendment to Voting
Proxy Agreement dated as of October 23, 2002 and that certain Amendment to
Voting Proxy Agreement dated as of July 20, 2005 (the "Agreement").
RECITALS
A. Xxxxx X. Xxxxxxxx has previously resigned as Proxy Holder and Xxxx X.
Xxxxxxxx wishes to resign as Proxy Holder.
B. The parties wish to amend the Agreement to replace Xxxx X. Xxxxxxxx with
Xxxxx X. Xxxxxxx 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 Xxxxx X. Xxxxxxx, 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:
If to the Xxxxxx X. Xxxxxxxx
Shareholders: c/o National Amusements, Inc.
000 Xxx Xxxxxx
Xxxxxx, XX 00000
Facsimile: 000-000-0000
Attn: Xxxxx Xxxxxx
National Amusements, Inc.
000 Xxx Xxxxxx
Xxxxxx, XX 00000
Facsimile: 000-000-0000
Attn: General Counsel
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If to the WMS Industries Inc.
Company: 000 Xxxxx Xxxxxxxxxx Xxxx.
Xxxxxxxx, Xxxxxxxx 00000
Facsimile: 000-000-0000
Attn: General Counsel and Secretary
If to Proxy Xxxxx X. Xxxxxxx
Holder: c/o WMS Industries Inc.
000 Xxxxx Xxxxxxxxxx Xxxx.
Xxxxxxxx, Xxxxxxxx 00000
Facsimile: 000-000-0000
If to Nevada Xxxxxx X. Xxxxxxxxx, Chairman
Board Chairman: State Gaming Control Board
0000 X. Xxxxxxx Xxxxxxx
Xxxxxx Xxxx, XX 00000
Facsimile: 000-000-0000
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/ Xxxxxx Xxxxxxxx /s/ Xxxx X. Xxxxxxxx
Xxxxxx Xxxxxxxx Xxxx X. Xxxxxxxx
Date: July 27, 2006 Date: August 17, 2006
/s/ Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx
Date: September 8, 2006
National Amusements, Inc. WMS Industries Inc.,
a Maryland corporation a Delaware corporation
By:/s/ Xxxxxxx X. Xxxxxxx By:/s/ Xxxxxxxx X. XxXxxx
Print name: Xxxxxxx X. Xxxxxxx Print name: Xxxxxxxx X. XxXxxx
Title: Vice President and Title: Vice President, Secretary
Assistant Secretary and General Counsel
Date: August 14, 2006 Date: November 20, 2006
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