SECOND AMENDMENT TO STOCK REDEMPTION AGREEMENT
This Second Amendment to Stock Redemption Agreement (this "Second
Amendment") is made and entered into as of June 9, 2006 between Tidel
Technologies, Inc., a Delaware corporation (the "Company"), and Laurus Master
Fund, Ltd., a Cayman Islands company (the "Seller").
Reference is made to the Stock Redemption Agreement dated as of January
12, 2006, as amended by the Amendment to Stock Redemption Agreement, dated as of
February 28, 2006 (as amended, the "Agreement") between the parties hereto.
Capitalized terms used but not defined herein shall have the meaning ascribed to
such terms in the Agreement.
The parties hereto agree that the Agreement be and hereby is amended as
follows:
Each of Section 4, Section 9(a) and Section 9(b) of the Agreement is
amended by deleting the date "May 31, 2006" in the ultimate sentence thereof and
substituting in lieu thereof the date "September 30, 2006" in each such section.
Except as specifically amended hereby, the Agreement shall remain in full
force and effect and hereby is ratified and confirmed as so amended. This Second
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 Second 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
Second Amendment.
This Second 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 Second 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 and the same instrument.
This Second Amendment shall be effective as of April 21, 2006.
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IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment
as of the day and year hereinabove first set forth.
TIDEL TECHNOLOGIES, INC.
By: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: Director
LAURUS MASTER FUND, LTD.
By: /s/ Xxxxxx Grin
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Name: Xxxxxx Grin
Title: Director
[Second Amendment to Stock Redemption Agreement]
