Exhibit 8
STOCK REDEMPTION AGREEMENT
BY AND BETWEEN
TIDEL TECHNOLOGIES, INC.
AND
LAURUS MASTER FUND, LTD.
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Dated as of January 12, 2006
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STOCK REDEMPTION AGREEMENT
This Stock Redemption Agreement (this "Agreement") is made and entered
into as of the 12th day of January, 2006 between Tidel Technologies, Inc., a
Delaware corporation (the "Company"), and Laurus Master Fund, Ltd., a Cayman
Islands company (the "Seller").
W I T N E S S E T H:
WHEREAS, the Seller is the owner of such number of shares (the "Current
Shares") of issued and outstanding common stock of the Company, $.01 par value
per share (the "Common Stock"), as set forth on Schedule A hereto prior to
giving effect to the Exercise and Conversion Agreement by and among Sentinel
Technologies, Inc, Sentinel Operating, L.P., the Company and the Seller, dated
as of the date hereof (the "Exercise Agreement");
WHEREAS, the Seller holds certain indebtedness of the Company and Tidel
Engineering, L.P. ("Engineering"), convertible in accordance with the terms of
such indebtedness into shares of Common Stock of the Company, evidenced by that
certain Convertible Term Note in the initial principal amount of $6,450,000,
dated November 25, 2003 (the "2003 Note") together with an additional $292,987
principal amount added thereto on November 26, 2004, made by the Company in
favor of the Seller;
WHEREAS, the Company has granted the Seller the following warrants: (i)
the Common Stock Purchase Warrant, issued November 25, 2003 (the "2003
Warrant"), whereby the Seller has the right to purchase 4,250,000 shares of the
Company's Common Stock, subject to adjustment, at an exercise price of $0.30 per
share; and (ii) the Common Stock Purchase Warrant, issued November 26, 2004 (the
"2004 Warrant" and together with the 2003 Warrant, the "Warrants"), whereby the
Seller has the right to purchase 500,000 shares of the Company's Common Stock,
subject to adjustment, at an exercise price of $0.30 per share;
WHEREAS, the Company and Engineering have sold substantially all of the
assets of the Company's automated teller machine business to NCR EasyPoint LLC
(the "ATM Sale") pursuant to the Asset Purchase Agreement, dated as of February
19, 2005, as amended;
WHEREAS, the Company and Engineering are negotiating to sell the Company's
cash security business (the "TACC Sale");
WHEREAS, the proposed TACC Sale requires the approval of a majority of the
holders of the Common Stock;
WHEREAS, pursuant to the terms of the Exercise Agreement, the Seller
intends to convert a certain portion of the 2003 Note for shares of Common Stock
(the "New Shares" and together with the Current Shares, the "Shares") at the
prices and in the amounts set forth on Schedule A hereto; and
WHEREAS, the Seller and the Company each have agreed, that effective on
the Closing Date, the then unexercised portion of the Warrants shall be
cancelled; and
WHEREAS, the Seller wishes to sell, and the Company wishes to purchase,
the Shares immediately following the consummation of the TACC Sale on the terms
and subject to the conditions contained herein.
NOW, THEREFORE, in consideration of the foregoing premises and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
Section 1. Purchase and Sale of Shares; Termination of Warrants.
(a) On the terms and subject to the conditions of this Agreement, on
the Closing Date (as defined below): (x) the Company shall purchase from the
Seller, and the Seller shall sell, transfer, assign, convey and deliver to the
Company, all of the Shares as set forth on Schedule A hereto for an amount equal
to the Purchase Price (as defined below); and (y) the unexercised portion of the
Warrants, without further action or deed, shall thereupon be cancelled and of no
further force and effect. The Seller shall, promptly following the Closing Date,
deliver to the Company, for cancellation, any Warrants cancelled pursuant to
clause (y) above.
(b) The Purchase Price shall be payable by wire transfer of
immediately available funds (to a bank account designated by the Seller to the
Company at least one business day prior to the Closing) on the Closing Date.
Section 2. Purchase Price.
(a) The purchase price for the Shares (the "Purchase Price") shall
consist of the Per Share Price (as defined below) multiplied by the number of
Shares.
(b) The "Per Share Price" shall equal the quotient obtained by
dividing (1) the value on the Closing Date of (A) the sum of the value of all
assets of the Company that would be valued by the Company in connection with a
liquidation of the Company following the closing of the TACC Sale (after giving
effect to such closing), including, but not limited to: (i) all cash and cash
equivalents held by the Company, (ii) all marketable securities held by the
Company, and (iii) all other remaining tangible and intangible assets held
directly or indirectly by the Company, valued at fair market value, minus (B)
the sum of (i) all fees and expenses of the Company and its subsidiaries in
connection with the ATM Sale and the TACC Sale incurred through the Closing
Date, (ii) all payments and obligations due to, or on behalf of, present and
former employees of the Company and its subsidiaries incurred through the
Closing Date, (iii) all amounts paid or payable to Seller pursuant to the
Agreement Regarding NCR Transaction and Other Assets Sales dated as of November
26, 2004 by and between the Company and Seller, (iv) all other liabilities of
the Company and its subsidiaries, (v) payments due to independent directors of
the Company in an aggregate amount not to exceed $400,000, and (vi) a good faith
estimate of the costs and expenses which would be incurred in connection with
the liquidation of the Company including, without limitation, legal fees,
directors and officers insurance, all fees and expenses relating to SEC and
governmental filings and related expenses, by (2) the total number of shares of
Common Stock outstanding on the Closing Date. Notwithstanding the foregoing, the
Per Share Price shall not be less than $.20 per share nor greater than $.34 per
share.
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(c) At least fifteen business days prior to the Closing Date the
Company shall send a written notice to Seller with the Per Share Price,
including (i) a certificate of an officer of the Company certifying that such
Per Share Price was prepared in good faith and (ii) a statement setting forth
the assets of the Company as of the date of determining the Per Share Price and
their value, the number of shares used to calculate the Per Share Price and the
Per Share Price; provided, that the Per Share Price shall comply with Section
2(b). The Seller shall notify the Company within five business days following
giving of such notice whether it has any questions regarding the Per Share Price
or the calculation. If the Seller does not notify the Company within such five
business day period, the Seller shall be deemed to have no objection to the Per
Share Price. If the Seller has any questions regarding the Per Share Price, the
Seller shall notify the Company and may request such additional information
regarding the calculation that it reasonably requires. The parties shall engage
in good faith discussions regarding the Per Share Price. If the parties cannot
reach an agreement on or prior to the Closing Date as to the Per Share Price,
then subject to Section 2(b), the Per Share Price shall be as determined by the
Company, calculated in good faith.
Section 3. Closing. The Closing (the "Closing") of the purchase and sale
of the Shares shall take place at the offices of Xxxxxx Xxxxxxxx Frome
Xxxxxxxxxx & Wolosky LLP, Park Avenue Tower, 00 Xxxx 00 Xxxxxx, Xxx Xxxx, Xxx
Xxxx 00000 on such date (the "Closing Date") that is the TACC Sale closing date.
The Company shall give the Seller two (2) business days advance written notice
of the Closing Date.
Section 4. Delivery and Transfer of the Shares. The transfer and sale of
the Shares contemplated by this Agreement upon the Closing shall (A) in the case
of Shares held of record and beneficially, be effectuated by the Seller
delivering to the Company a certificate or certificates representing such
Shares, duly endorsed for transfer or accompanied by appropriate stock powers
duly executed, and any other documents necessary to transfer the Shares to the
Company, and (B) in the case of Shares not represented by physical stock
certificates, be effectuated by Seller delivering a letter of instruction (the
"Instruction Letter") addressed to Seller's brokerage firm instructing such
brokerage firm to cause the electronic delivery of the Shares held in street
name through the Depository Trust Company ("DTC") (or another established
cleaing corporation performing similar functions) to an account designated in
writing by the Company. The Seller agrees not to exercise the Warrants before
the earlier of (x) March 31, 2006 and (y) the date on which the Purchase
Agreement (as defined in the Exercise Agreement) shall be terminated or deemed
terminated.
Section 5. Conditions to Closing.
(a) Mutual Conditions. The obligations of the Seller and the Company
to consummate the transactions contemplated by this Agreement are subject to the
fulfillment or waiver on or before the Closing Date of the following conditions:
(i) No temporary restraining order, preliminary injunction or
permanent injunction or other order or decree which prevents the consummation of
the transactions contemplated by this Agreement shall have been issued and
remain in effect, and no statute, rule or regulation shall have been enacted by
any governmental entity which would prevent the consummation of the transactions
contemplated by this Agreement.
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(ii) Any governmental or other approvals, reviews or consents
of this Agreement and the transactions contemplated by this Agreement required
including, but not limited to, under any applicable laws, statutes, regulations,
orders, rules, policies or guidelines promulgated thereunder shall have been
received or waived.
(b) Conditions to Obligations of the Company. The obligations of the
Company to consummate the transactions contemplated by this Agreement are
subject to the fulfillment or waiver on or before the Closing Date of the
following conditions:
(i) The representations and warranties of the Seller contained
in Section 6 hereof shall be true and correct in all material respects on the
Closing Date with the same force and effect as though such representations and
warranties had been made on and as of the Closing Date.
(ii) The TACC Sale shall have been consummated.
(c) Conditions to Obligations of the Seller. The obligations of the
Seller to consummate the transactions contemplated by this Agreement are subject
to the fulfillment or waiver on or before the Closing Date of the following
conditions:
(i) The representations and warranties of the Company
contained in Section 7 hereof shall be true and correct on the Closing Date with
the same force and effect as though such representations and warranties had been
made on and as of the Closing Date.
(ii) The TACC Sale shall have been consummated.
Section 6. Representations and Warranties of the Seller. The Seller
represents and warrants to the Company as follows:
(a) Good Title. As of the Closing, Seller shall have good title to,
the right to possession of and the right to sell the total number of Shares set
forth on Schedule A hereto, free and clear of any pledges, liens, charges,
encumbrances, proxies, options, rights to purchase or other restrictions or
potentially adverse claims of any kind or nature (collectively, "Adverse
Claims"), and concurrent with the Closing of this Agreement, the Seller will
transfer such Shares to the Company free and clear of any Adverse Claims.
(b) Corporate Organization; Requisite Authority to Conduct Business.
Seller is a company duly organized, validly existing and in good standing under
the laws of the Cayman Islands. Seller has full corporate power and authority to
enter into this Agreement, to perform its obligations hereunder and to
consummate the transactions contemplated hereby; and no further action on the
part of Seller is necessary to authorize the execution and delivery by it of,
and the performance of its obligations under, this Agreement. There are no
corporate, contractual, statutory or other restrictions of any kind upon the
power and authority of Seller to execute and deliver this Agreement and to
consummate the transactions contemplated hereunder and the Seller is not aware
of any action, waiver or consent by any governmental entity that is necessary to
make this Agreement a valid instrument binding upon Seller in accordance with
its terms.
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(c) Execution and Delivery. This Agreement has been duly executed
and delivered by the Seller and constitutes the legal, valid and binding
obligations of the Seller, enforceable in accordance with its terms, except (i)
as such enforceability may be limited by or subject to any bankruptcy,
reorganization, moratorium or other similar laws affecting creditors' rights
generally, (ii) as such obligations are subject to general principles of equity,
and (ii) as rights to indemnity may be limited by US federal or state securities
laws or by public policy.
(d) No Violation; Absence of Defaults. Neither the execution and
delivery by the Seller of this Agreement, nor the consummation of the
transactions contemplated hereby, will violate the Seller's certificate of
incorporation or by-laws or any judgment, award or decree or any indenture,
agreement or other instrument to which the Seller is a party, or by which the
Shares are bound or affected, or result in a breach of or constitute (with due
notice or lapse of time or both) a default under any such indenture, agreement
or other instrument, or result in the creation or imposition of any lien, charge
or encumbrance of any nature whatsoever upon the Shares.
(e) Brokers' or Finders' Fees. No broker, finder or investment
banker is entitled to any brokerage or finder's fee or other commission in
connection with the transactions contemplated hereby based on the arrangements
made by or on behalf of the Seller.
(f) Access to Information. The Seller acknowledges that it has had
an opportunity to evaluate all information regarding the Company as it has
deemed necessary or desirable in connection with the transactions contemplated
by this Agreement, has independently evaluated the transactions contemplated by
this Agreement and has reached its own decision to enter into this Agreement.
Section 7. Representations and Warranties of the Company. The Company
hereby represents and warrants to the Seller as follows:
(a) Corporate Organization; Requisite Authority to Conduct Business.
The Company is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware. The Company has full corporate
power and authority to enter into this Agreement, to perform its obligations
hereunder and to consummate the transactions contemplated hereby; and this
Agreement has been duly authorized and approved by its Board of Directors and no
further action on the part of the Company is necessary to authorize the
execution and delivery by it of, and the performance of its obligations under,
this Agreement. There are no corporate, contractual, statutory or other
restrictions of any kind upon the power and authority of the Company to execute
and deliver this Agreement and to consummate the transactions contemplated
hereunder and no action, waiver or consent by any governmental entity is
necessary to make this Agreement a valid instrument binding upon the Company in
accordance with its terms.
(b) Execution and Delivery. This Agreement has been duly executed
and delivered by the Company and constitutes a legal, valid and binding
obligation of the Company, enforceable in accordance with its terms, except (i)
as such enforceability may be limited by or subject to any bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting
creditors' rights generally, (ii) as such obligations are subject to general
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principles of equity, and (iii) as rights to indemnity may be limited by US
federal or state securities laws or by public policy.
(c) No Violation; Absence of Defaults. The execution, delivery and
performance of this Agreement by the Company and the consummation of the
transactions contemplated hereby does not and will not violate (a) the Company's
certificate of incorporation or by-laws or (b) any agreement governing the
organization, management, business or affairs of the Company or, in any material
respect, any agreement or instrument which the Company may be a party or by
which the Company (or any of its properties) is bound, or (c) any law,
administrative regulation or rule or court order, judgment or decree applicable
to the Company, nor will the execution and delivery of this Agreement or the
consummation of the transactions contemplated hereby constitute a breach of, or
any event of default under, any material contract or agreement to which the
Company is bound, or by which the Company (or any of its properties) may be
bound or affected.
(d) Required Filings and Consents. Except as may be required by US
federal or state securities laws, the Company is not required to submit any
notice, report or other filing with any governmental entity in connection with
the execution, delivery and performance of this Agreement. No Authorization of
or from any governmental entity, or any other person, or under any statute, law,
ordinance, rule, regulation or agency requirement of any governmental entity, on
the part of the Company is required in connection with the execution and
delivery of this Agreement and the performance by the Company of its obligations
under this Agreement.
(e) Capitalization. The authorized capital stock of the Company
consists of (i) 100,000,000 shares of Common Stock, of which 20,677,210 shares
are outstanding on the date hereof and (ii) no shares of preferred stock. Except
as set forth in Schedule 7(e) hereto, there are no existing options, warrants,
calls, preemptive (or similar) rights, subscriptions or other rights,
agreements, arrangements or commitments of any character obligating the Company
to issue, transfer or sell, or cause to be issued, transferred or sold, any
shares of the capital stock of the Company or other equity interests in the
Company or any securities convertible into or exchangeable for such shares of
capital stock or other equity interests, and there are no outstanding
contractual obligations of the Company to repurchase, redeem or otherwise
acquire any shares of its capital stock or other equity interests. All of the
issued and outstanding shares of the Company's capital stock have been duly
authorized and validly issued and are fully paid and nonassessable.
(f) Solvency Following Closing. Immediately following and after
giving effect to the Closing, the fair market value of the Company's assets will
exceed its liabilities and the Company anticipates following due consideration
of its financial position that its remaining cash will enable it to pay all of
its liabilities and obligations which have arisen on or prior to the Closing as
they become due and payable. The Company agrees to pay all of its liabilities
and obligations which have arisen on or prior to the Closing as they become due
and payable.
(g) Access to Information. During the period from the date of this
Agreement and continuing until the earlier of (i) the termination of this
Agreement pursuant to the provisions of Section 9 and (ii) the Closing, upon
reasonable notice, the Company shall give Seller and its officers, appropriate
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employees, accountants, and counsel full access, during normal business hours,
to all buildings, offices, and other facilities and to all books and records of
the Company, whether located on the premises of the Company or at another
location.
(h) Brokers' or Finders' Fees. No broker, finder or investment
banker is entitled to any brokerage or finder's fee or other commission in
connection with the transactions contemplated hereby based upon the arrangements
made by or on behalf of the Company.
Section 8. Indemnification.
(a) Indemnification by the Company. Subject to the limits set forth
in this Section 8, the Company agrees to indemnify, defend and hold the Seller,
and its directors, officers, agents, partners, members, and their respective
successors and assigns (collectively, the "Seller Parties"), harmless from and
against any and all loss, liability, damage, costs and expenses (including
interest, penalties and attorneys' fees) that any of the Seller Parties may
incur or become subject to arising out of or due to any inaccuracy of any
representation or the breach of any warranty or covenant of the Company
contained in this Agreement. The Company will reimburse each of the Seller
Parties for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such loss, claim, liability,
action or proceeding.
(b) Indemnification by the Seller. Subject to the limits set forth
in this Section 8, the Seller agrees to indemnify, defend and hold the Company,
and its directors, officers, agents, partners, members, and their respective
successors and assigns (collectively, the "Company Parties"), harmless from and
against any and all loss, liability, damage, costs and expenses (including
interest, penalties and attorneys' fees) that any of the Company Parties may
incur or become subject to arising out of or due to any inaccuracy of any
representation or the breach of any warranty or covenant of the Seller contained
in this Agreement. The Seller will reimburse each of the Company Parties for any
legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, liability, action or
proceeding.
(c) Survival. The representations, warranties and covenants of the
Seller and the Company set forth in this Agreement shall survive the Closing
Date until the first anniversary of the Closing Date, except in the case of
Section 7(e), which shall survive until 180 days after the applicable statute of
limitations.
(d) Third Party Claims. In order for a party (the "indemnified
party") to be entitled to any indemnification provided for under this Agreement
in respect of, arising out of, or involving a claim or demand or written notice
made by any third party against the indemnified party (a "Third Party Claim")
after the date hereof, such indemnified party must notify the indemnifying party
(the "indemnifying party") in writing of the Third Party Claim within 30
business days after receipt by such indemnified party of written notice of the
Third Party Claim; provided that the failure of any indemnified party to give
timely notice shall not affect his right of indemnification hereunder except to
the extent the indemnifying party has actually been prejudiced or damaged
thereby. If a Third Party Claim is made against an indemnified party, the
indemnifying party shall be entitled, if it so chooses, to assume the defense
thereof with counsel selected by the indemnifying party (which counsel shall be
reasonably satisfactory to the indemnified party). If the indemnifying party
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assumes the defense of a Third Party Claim, the indemnified party will cooperate
in all reasonable respects with the indemnifying party in connection with such
defense, and shall have the right to participate in such defense with counsel
selected by it; provided that the fees and disbursements of such counsel shall
be at the expense of the indemnified party; and provided further that, if the
defendants in any Third Party Claim include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably concluded
that the interests of the indemnified party reasonably may be deemed to conflict
with the interests of the indemnifying party, the indemnified party shall have
the right to select one separate counsel and to assume such legal defenses and
otherwise to participate in the defense of such action, with the reasonable
expenses and fees of such separate counsel and other expenses related to such
participation to be reimbursed by the indemnifying party as incurred
Except as otherwise provided herein, the indemnified party will not,
except at its own cost and expense, settle or compromise any Third Party Claim
for which it is entitled to indemnification hereunder without the prior written
consent of the indemnifying party, which will not be unreasonably withheld.
Section 9. Termination.
(a) Termination by the Company. This Agreement may be terminated and
canceled prior to the Closing Date by the Company: (i) if (A) any of the
representations and warranties of the Seller contained in this Agreement shall
prove to be inaccurate in any material respect or any covenant, obligation or
condition to be performed or observed by the Seller under this Agreement has not
been performed or observed in any material respect at or prior to the time
specified in this Agreement and (B) such inaccuracy or failure shall not have
been cured or waived by the Company within five (5) business days after such
inaccuracy or failure shall have first been discovered, (ii) if any permanent
injunction or other order of a governmental entity having proper authority
preventing consummation of the transactions contemplated by this Agreement shall
have become final and non-appealable, or (iii) so long as the Company is not in
material breach of any representation, warranty, covenant or agreement, if the
Closing has not occurred by March 31, 2006.
(b) Termination by the Seller. This Agreement may be terminated and
canceled prior to the Closing Date by the Seller: (i) if (A) any of the
representations and warranties of the Company contained in this Agreement shall
prove to be inaccurate in any material respect or any covenant, obligation or
condition to be performed or observed by the Company under this Agreement has
not been performed or observed in any material respect at or prior to the time
specified in this Agreement and (B) such inaccuracy or failure shall not have
been cured or waived by the Seller within five (5) business days after such
inaccuracy or failure shall have first been discovered, (ii) if any permanent
injunction or other order of a governmental entity having proper authority
preventing consummation of the transactions contemplated by this Agreement shall
have become final and non-appealable, or (iii) so long as the Seller is not in
material breach of any representation, warranty, covenant or agreement, if the
Closing has not occurred by March 31, 2006.
Section 10. Covenants.
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(a) Transfer of Shares. From the date hereof until the earlier of
the Closing Date or the termination pursuant to Section 9 (the "Termination
Date"), the Seller hereby agrees that it shall not, directly or indirectly,
sell, assign, transfer, encumber, pledge or otherwise dispose of, or enter into
any contract, option or other agreement, arrangement or understanding with
respect to the direct or indirect sale, assignment, transfer, encumberance,
pledge or other disposition of, any of the Shares; provided, however, that the
Seller may sell or otherwise assign, with or without consideration, an unlimited
amount of the Shares to any affiliate, member or limited or general partner of
the Seller or such affiliate if each such transferee or assignee, prior to the
completion of the sale, transfer or assignment shall have executed and delivered
to the Company documents assuming the obligations of the Seller under this
Agreement with respect to the transferred securities, such documents to be
satisfactory to the Company in its reasonable discretion. The Seller hereby
agrees it shall not seek or solicit any sale, assignment transfer, encumbrance,
pledge or other disposition of the Shares to any other person other than its
affiliates and agrees to notify the Company promptly (but in any event, within
24 hours), and it and its affiliates shall provide all details requested by the
Company, if the Seller shall be approached or solicited, directly or indirectly,
by any person with respect to any of the foregoing.
(b) Company Actions. Except as contemplated by this Agreement,
between the date of this Agreement and the Closing Date, the Company shall and
shall cause it subsidiaries to conduct their business in the ordinary course and
use their best efforts to preserve substantially intact its business
organization and assets and not incur any additional liabilities (subject to and
in light of its plans to sell its cash security business). In addition, except
as otherwise expressly provided in this Agreement, between the date of this
Agreement and the Closing Date and except to the extent required by the asset
purchase agreement to be entered into in respect of the TACC Sale, the Company
shall not and shall cause its subsidiaries not to:
(i) amend their articles or certificate of incorporation or
by-laws, other than to change the name of the Company as required in connection
with the TACC Sale;
(ii) issue, sell or otherwise dispose of any of their capital
stock, or create or suffer to be created any Adverse Claims thereon, or
reclassify, split up or otherwise change any of their capital stock, or grant or
enter into any options, covenants or calls or other rights to purchase or
convert any obligation into any of their capital stock;
(iii) organize any subsidiary or acquire any capital stock of
any Person or any equity or ownership interest in any business (other than
portfolio investments in marketable securities);
(iv) incur or guarantee any indebtedness for borrowed money
other than up to $1,250,000 of indebtedness incurred in connection with the
fulfillment of the Company's obligations under contracts related to the TACC
business;
(v) make or grant increases in salaries, bonuses, severance or
other remuneration to any employee;
(vi) declare or pay any dividend or make any other payment or
distribution in respect of their capital stock; or
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(vii) make any commitment for capital expenditures or capital
additions or improvements.
Section 11. Miscellaneous.
(a) Expenses. Each party shall pay its own costs and expenses
incurred in connection with this Agreement and the transactions contemplated
hereby.
(b) Notices. All notices, requests, demands and other communications
which are required or may be given under this Agreement shall be in writing and
shall be deemed to have been duly given when delivered personally or by
facsimile transmission, in either case with receipt acknowledged, or five days
after being sent by registered or certified mail, return receipt requested,
postage prepaid, or one day after being sent by nationally-recognized overnight
carrier:
(i) If to the Company to:
Tidel Technologies, Inc.
0000 Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Attention: Chairman of the Board
with a copy to:
Xxxxxx Xxxxxxxx Frome Xxxxxxxxxx & Xxxxxxx LLP
Park Avenue Tower
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx X. Xxxxxxxx, Esq.
(ii) If to the Seller, to:
Laurus Master Fund, Ltd.
M & C Corporate Services Limited
X.X. Xxx 000 G.T., Xxxxxx House
South Church Street
Xxxxxx Town
Grand Cayman, Cayman Islands
Attention: Authorized Person
with a copy to:
Xxxxxxxxxx Xxxxxxx PC
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx X. Xxxxxxx, Esq.
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or to such other address as any party shall have specified by notice in writing
to the other in compliance with this Section 10.
(c) Entire Agreement. This Agreement, including the schedules
hereto, constitutes the entire agreement among the parties hereto with respect
to the subject matter hereof and thereof and supersedes all prior agreements,
representations and understandings among the parties hereto.
(d) Binding Effect, Benefits, Assignments. This Agreement shall
inure to the benefit of and be binding upon the parties hereto and their
respective successors and assigns; nothing in this Agreement, expressed or
implied, is intended to confer on any other person, other than the parties
hereto or their respective successors and assigns, any rights, remedies,
obligations or liabilities under or by reason of this Agreement. This Agreement
may not be assigned without the prior written consent of the other parties
hereto.
(e) Applicable Law. This Agreement and the legal relations between
the parties hereto shall be governed by and construed in accordance with the
laws of the State of New York, without regard to principles of conflicts of law.
(f) Jurisdiction. Unless otherwise provided herein, the parties
hereto agree to submit to the jurisdiction of any Federal or state court located
in the State of New York, County of New York, for the purpose of resolving any
action or claim arising out of the performance of the provisions of this
Agreement.
(g) Headings. The headings and captions in this Agreement are
included for purposes of convenience only and shall not affect the construction
or interpretation of any of its provisions.
(h) Counterparts. This Agreement may be executed simultaneously in
two or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
(i) Further Assurances. At, and from time to time after the date
hereof, at the request and expense of the Company but without further
consideration, Seller will execute and deliver such other instruments of
conveyance, assignment, transfer, and delivery and take such other action as the
Company reasonably may request in order more effectively to convey, transfer,
assign and deliver to the Company, and to place the Company in possession and
control of the Shares.
(j) Limitation on Liability. Notwithstanding anything herein
contained to the contrary, in no event shall the Seller or any of the Seller
Parties have any liability hereunder or with respect to the transactions
contemplated hereby in excess of the Purchase Price received by the Sellers
hereunder.
11
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year hereinabove first set forth.
TIDEL TECHNOLOGIES, INC.
By: /s/ Xxxxxxx X. Xxxx
----------------------
Name: Xxxxxxx X. Xxxx
Title: Director
LAURUS MASTER FUND, LTD.
By: /s/ Xxxxxx Grin
----------------------
Name: Xxxxxx Grin
Title: Director
12
SCHEDULE A
CURRENT SHARES: 1,251,000 shares
NEW SHARES:
NUMBER OF NEW
SHARES INTO
AMOUNT TO BE WHICH NOTE IS
CONVERTED CONVERSION PRICE CONVERTIBLE INTO
2003 Note. $5,917,987.50
principal amount was
outstanding as of
December 31, 2005. $5,400,000 $.30 18,000,000
TOTAL NEW SHARES 18,000,000
TOTAL SHARES: 19,251,000
SCHEDULE 7(e)
CAPITALIZATION
1. Debt issued by the Company in favor of the Seller and convertible in
Company common stock pursuant to the terms thereof.
2. Warrants for 4,750,000 shares of Company common stock issued to Seller.
3. Warrants granted to persons other than Seller in the aggregate amount of
1,140,000 shares of Company common stock, exercisable at various exercise
prices.
4. Options granted to employees at various exercise prices pursuant to the
Company's 1997 Long-Term Incentive Plan in the aggregate amount of
1,100,560 shares of Company common stock.
5. Reserve for grants pursuant to the Company's 1997 Long-Term Incentive Plan
in the aggregate amount of 944,643 shares of Company common stock.
