WMS INDUSTRIES INC. COMMON STOCK PURCHASE WARRANT MODIFICATION AGREEMENT
Exhibit
10.1
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.
_________________________________________
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
replaced with the following:
Vesting. The Warrant
shall vest with respect to 20% of the Warrant Shares per year commencing January
1, 2007 and continuing on each anniversary of January 1, 2007 until fully
vested.
3. Representations and
Warranties. Each of Hasbro and the Company, severally and not
jointly, hereby represents and warrants solely with respect to itself as
follows:
3.1. This
Agreement has been duly authorized and executed by it and is a valid and binding
obligation, respectively, enforceable in accordance with its terms, subject to
applicable bankruptcy, insolvency, reorganization, moratorium or other laws of
general application affecting the enforcement of creditors’ rights.
3.2. The
execution, delivery and/or performance by it of this Agreement shall not, by the
lapse of time, the giving of notice or otherwise, constitute a violation of any
applicable law or a breach of any provision contained in such party’s
Certificate of Incorporation or Bylaws (each as amended, restated or otherwise
modified through the date hereof) or contained in any agreement, instrument or
document to which it is a party or by which it is bound.
3.3. No
consent, approval, authorization or other order of any court, regulatory body,
administrative agency or other governmental body is required for the valid
execution or performance of any of its obligations hereunder.
4. Miscellaneous.
4.1. Entire
Agreement. This Agreement and the Warrant constitute the
entire agreement between the Company and the Warrantholder with respect to the
subject matter hereof and thereof.
4.2. Binding Effects;
Benefits. This Agreement shall inure to the benefit of and
shall be binding upon the Company and the Warrantholder and their respective
heirs, legal representatives, successors and assigns. Nothing in this
Agreement, expressed or implied, is intended to or shall confer on any person
other than the Company and the Warrantholder, or their respective heirs, legal
representatives, successors or assigns, any rights, remedies, obligations or
liabilities under or by reason of this Agreement.
4.3. Section and Other
Headings. The section and other headings contained in this
Agreement are for reference purposes only and shall not be deemed to be a part
of this Agreement or to affect the meaning of interpretation of this
Agreement.
4.4. No Further
Modifications. Except as expressly set forth in this
Agreement, the terms of the Warrant remain in full force and effect in
accordance with their terms.
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4.5. Further
Assurances. Each of the Company and the Warrantholder shall do
and perform all such further acts and things and execute and deliver all such
other certificates, instruments and documents as the Company or the
Warrantholder may, at any time and from time to time, reasonably request in
connection with the performance of any of the provisions of this
Agreement.
IN
WITNESS WHEREOF, each of the Company and Hasbro has caused this Agreement to be
signed by its duly authorized officer.
WMS
INDUSTRIES INC.
By: /s/ Xxxxx X.
Xxxxxx
Name: Xxxxx X. Xxxxxx
Title:
President
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HASBRO,
INC.
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By: /s/ Xxxxx
Xxxxxxx
Name:
Xxxxx Xxxxxxx
Title:
President and CEO
Dated: June
11, 2009
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