AMENDMENT TO VOTING AGREEMENT
Exhibit
10.3
AMENDMENT
TO VOTING AGREEMENT
This
Amendment to Voting Agreement is made and entered into as of February 28, 2006
(the “Amendment”) by and among Sentinel Technologies, Inc., a Delaware
corporation (“STI”); Sentinel Operating, L.P., a Texas limited partnership
(“Sentinel”); Tidel Technologies, Inc., a Delaware corporation (the “Company”);
and Laurus Master Fund, Ltd., a Cayman Island company (the “Stockholder”).
Reference
is made to the Voting Agreement dated as of January 12, 2006 (the “Agreement”)
among the parties hereto. Capitalized terms used but not defined herein shall
have the meanings ascribed to such terms in the Agreement.
The
parties hereto agree that the Agreement be and hereby is amended as follows:
Section
1.1 of the Agreement is amended by deleting the date “March 31, 2006” for the
definition of “Termination Date” in the introductory sentence thereof and
inserting in lieu thereof the date “May 31, 2006”.
Section
1.2(a) of the Agreement is amended by deleting the date “January 13, 2006” and
inserting in lieu thereof the date “April 21, 2006”.
Except
as
specifically amended hereby, the Agreement shall remain in full force and effect
and hereby is ratified and confirmed as so amended. This Amendment shall not
constitute a novation, satisfaction and accord, cure, release or satisfaction
of
the Agreement, but shall constitute an amendment thereof. The parties hereto
agree to be bound by the terms and conditions of the Agreement as amended by
this Amendment, as though such terms and conditions were set forth herein and
therein in full. Each reference in the Agreement to "this Agreement,"
"hereunder," "hereof," "herein" or words of similar import shall mean and be
a
reference to the Agreement as amended by this Amendment.
This
Amendment shall be governed by and construed and interpreted in accordance
with
the choice of law provisions set forth in, and shall be subject to the notice
provisions of, the Agreement.
This
Amendment may be executed by facsimile signatures and in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one Amendment.
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of page intentionally left blank]
IN
WITNESS WHEREOF, STI, Sentinel, the Company, and the Stockholder have caused
this Amendment to Voting Agreement to be executed as of the date first written
above.
SENTINEL
TECHNOLOGIES, INC.
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/s/
Xxxxxxx X. Xxxxxx
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By:
Xxxxxxx X. Xxxxxx
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Title:
Chief Executive Officer
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SENTINEL
OPERATING, L.P.
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By:
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Sentinel
Cash Systems, L.L.C.,
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its
general partner
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/s/
Xxxxxxx X. Xxxxxx
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By:
Xxxxxxx X. Xxxxxx
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Title:
President
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TIDEL
TECHNOLOGIES, INC.
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/s/
Xxxx X. Xxxxxxxx
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By:
Xxxx X. Xxxxxxxx
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Title:
Interim Chief Executive Officer
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LAURUS
MASTER FUND, LTD.
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/s/ Xxxxx Grin | |||
By:
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/s/ Xxxxx Grin | ||
Title:
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Director |