JOINDER AND AMENDMENT TO
REGISTRATION RIGHTS AGREEMENT
JOINDER AND AMENDMENT TO REGISTRATION RIGHTS AGREEMENT dated
September 29, 2000 (the "Joinder Agreement") by and among Tidel Technologies,
Inc., a Delaware corporation (the "Company"), Acorn Investment Trust on behalf
of its series Acorn Fund (the "Subsequent Purchaser") and Montrose Investments
Ltd. (the "Existing Purchaser").
W I T N E S S E T H
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WHEREAS, the Existing Purchaser has entered into that certain
Convertible Debenture Purchase Agreement (the "Montrose Purchase Agreement") and
a Registration Rights Agreement ("Registration Rights Agreement"), each dated as
of September 8, 2000, by and among the Company and the Existing Purchaser,
pursuant to which the Existing Purchaser purchased from the Company an aggregate
principal amount of $15,000,000 of the Company's 6% Convertible Debentures due
September 8, 2004.
WHEREAS, the Subsequent Purchaser has entered into that
certain Acorn Purchase Agreement (as defined below) of even date herewith by and
among the Company and the Subsequent Purchaser, pursuant to which the Subsequent
Purchaser purchased from the Company an aggregate principal amount of $3,000,000
of the Acorn Debenture.
NOW, THEREFORE, in consideration of the premises and of the
mutual covenants and agreements of the parties herein contained, the parties
hereby agree as follows:
Section 1. Joinder. Effective immediately, the Subsequent
Purchaser is joined as a party to the Registration Rights Agreement as a Holder
(as that term is defined in the Registration Rights Agreement), and the
Subsequent Purchaser hereby expressly assumes all rights, liabilities and
obligations of a Holder under the Registration Rights Agreement.
Section 2. Amendments.
(a) Section 1 of the Registration Rights Agreement is hereby
amended to restate the definitions listed below:
"Debentures" means (i) the Convertible Debentures issued
to the Purchasers in accordance with the Purchase Agreement and (ii) the Acorn
Debentures issued to the Subsequent Purchaser in accordance with the Acorn
Purchase Agreement.
"Warrants" means (i) the Warrants (as defined in the
Montrose Purchase Agreement) and (ii) the Warrants (as defined in the Acorn
Purchase Agreement).
(b) Section 1 of the Registration Rights Agreement is hereby
amended by adding the definitions listed below:
"Acorn Debenture" means the 6% Convertible Debenture due
September 8, 2004 in principal amount of $3,000,000 issued to the Subsequent
Purchaser.
"Acorn Purchase Agreement" means the Convertible Debenture
Purchase Agreement dated as of the date hereof by and among the Company and
Acorn Investment Trust on behalf of its series Acorn Fund.
(c) Except as modified and amended herein, all of the terms
and conditions of the Registration Rights Agreement shall remain in full force
and effect.
Section 3. Capitalized Terms. Unless otherwise defined herein,
all capitalized terms shall have the meanings assigned to such terms in the
Registration Rights Agreement, as amended hereby.
Section 4. Non-Liability of Trustees and Shareholders. A copy
of the Declaration of Trust of the Subsequent Purchaser is on file with the
Secretary of The Commonwealth of Massachusetts, and notice is hereby given that
this agreement is executed on behalf of the Subsequent Purchaser by officers of
the Subsequent Purchaser as officers and not individually. All obligations of
the Subsequent Purchaser hereunder shall be binding only upon the assets of the
Subsequent Purchaser (or the appropriate series thereof) and shall not be
binding upon any trustee, officer, employee, agent or shareholder of the
Subsequent Purchaser. Neither the authorization of any action by the Trustees of
the Subsequent Purchaser nor the execution of this agreement on behalf of the
Subsequent Purchaser shall impose any liability upon any trustee, officer or
shareholder of the Subsequent Purchaser.
Section 5. Miscellaneous.
(a) Successors and Assigns. This Joinder Agreement shall inure
to the benefit of and be binding upon the successors and permitted assigns of
each of the parties and shall inure to the benefit of each party. The Company
may not assign its rights or obligations hereunder without the prior written
consent of each party. Each party may assign their respective rights hereunder
in the manner and to the Persons as permitted under the Montrose Purchase
Agreement or the Acorn Purchase Agreement, as the case may be.
(b) Counterparts. This Joinder Agreement may be executed in
any number of counterparts, each of which when so executed shall be deemed to be
an original and, all of which taken together shall constitute one and the same
Agreement. In the event that any signature is delivered by facsimile
transmission, such signature shall create a valid binding obligation of the
party executing (or on whose behalf such signature is executed) the same with
the same force and effect as if such facsimile signature were the original
thereof.
(c) Governing Law. All questions concerning the construction,
validity, enforcement and interpretation of this Joinder Agreement shall be
governed by and construed and enforced in accordance with the internal laws of
the State of New York, without regard to the
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principles of conflicts of law thereof. Each party hereby irrevocably submits to
the exclusive jurisdiction of the state and federal courts sitting in the City
of New York, borough of Manhattan, for the adjudication of any dispute hereunder
or in connection herewith or with any transaction contemplated hereby or
discussed herein, and hereby irrevocably waives, and agrees not to assert in any
suit, action or proceeding, any claim that it is not personally subject to the
jurisdiction of any such court, that such suit, action or proceeding is
improper. Each party hereby irrevocably waives personal service of process and
consents to process being served in any such suit, action or proceeding by
mailing a copy thereof to such party at the address in effect for notices to it
under this Joinder Agreement and agrees that such service shall constitute good
and sufficient service of process and notice thereof. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any manner
permitted by law.
(d) Notices. Any and all notices or other communications or
deliveries required or permitted to be provided hereunder shall be in writing
and shall be deemed given and effective as provided in the Registration Rights
Agreement. The address for such notices and communications shall be as provided
in the Registration Rights Agreement with respect to the Company and the
Existing Purchaser, and with respect to Acorn, to the address set forth under
Acorn's name on the signature pages hereto.
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IN WITNESS WHEREOF, the parties hereto have executed this
Joinder and Amendment to Registration Rights Agreement as of the day and year
first above written.
TIDEL TECHNOLOGIES, INC.
By: /s/ Xxxxx X. Xxxx
--------------------------------------------
Name: Xxxxx X. Xxxx
Title: President and Chief Executive Officer
THE SUBSEQUENT PURCHASER:
ACORN INVESTMENT TRUST
on behalf of its series Acorn Fund
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Assistant Treasurer
Address for Notice:
Acorn Investment Trust
on behalf of its series Acorn Fund
000 X. Xxxxxx Xx., #0000
Xxxxxxx, XX 00000
Facsimile: 000-000-0000
Attn: Treasurer
With copies to: Xxxx, Xxxx & Xxxxx LLC
Three First Xxxxxxxx Xxxxx, #0000
Xxxxxxx, XX 00000
Facsimile: 000-000-0000
Attn: Xxxxx X. Xxxxx
THE EXISTING PURCHASERS:
MONTROSE INVESTMENTS LTD.
By: /s/ Xxxxxxx X. Xxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxx
Title: Authorized Signatory
