VOTING AGREEMENT
Exhibit
10.6
THIS
VOTING AGREEMENT is made and entered into as of this 12th
day of
January, 2006 (the “Agreement”)
by and
among Sentinel Technologies, Inc., a Delaware corporation, (“STI”);
Sentinel Operating, L.P., a Texas limited partnership and an affiliate of LLG
(“Sentinel”);
Tidel
Technologies, Inc., a Delaware corporation (the “Company”);
Xxxx
X. Xxxxxxxx; Xxxxxxx X. Xxxx; Xxxxxxx X. Xxxxxx; Xxxxxxx X. Xxxxxx; Xxxxxx
X.
Xxxxxxx; X. Xxxxx Xxxxxxxx; and Xxxx X. Xxxxxxx (each a “Stockholder”
and
collectively, the “Stockholders”).
Capitalized terms used but not defined herein shall have the same meanings
ascribed thereto in the Purchase Agreement (defined below).
RECITALS
A. Contemporaneously
with the execution and delivery of this Agreement, Sentinel, the Company and
Tidel Engineering, L.P., a Delaware limited partnership and an affiliate of
the
Company (“Engineering”)
are
entering into an Asset Purchase Agreement, dated as of the date hereof, as
the
same may be amended from time to time, (the “Purchase
Agreement”),
which
provides that, upon the terms and subject to the conditions set forth therein,
Sentinel will purchase the assets of Division from the Company and Engineering
(the “Transaction”).
B. As
of the
date hereof, each Stockholder beneficially owns the number of shares of common
stock, par value $.01 per share, of the Company set forth opposite such
Stockholder’s name on Schedule I hereto (all such shares so owned and which may
hereafter be acquired by such Stockholder prior to the termination of this
Agreement, whether upon the exercise of options, conversion of notes, or by
any
other means of purchase, dividend, acquisition, distribution or otherwise,
being
referred to herein as such Stockholder’s “Shares”).
C. In
connection with the Transaction and pursuant to the terms of the Purchase
Agreement, each Stockholder has agreed to grant STI an irrevocable proxy to
vote
the Stockholder’s Shares in favor of the approval and adoption of (i) the
Purchase Agreement and the transactions contemplated thereby, (ii) the amendment
to the Company’s certificate of incorporation to change the Company’s name such
that it does contain the terms “Tidel” or “Sentinel” or any derivations thereof
(the “Amendment”),
and
(iii) any motion for adjournment or postponement of the Parent Stockholder
Meeting to another time or place to permit, among other things, further
solicitation of proxies if necessary to establish a quorum or to obtain
additional votes in favor of the Purchase Agreement and the transactions
contemplated thereby and the Amendment (the “Motion”).
D. As
a
condition to their willingness to enter into the Purchase Agreement, Sentinel
has requested that the Stockholders enter into this Agreement.
E. In
order
to induce Sentinel to enter into the Purchase Agreement, the Stockholders are
willing to enter into this Agreement.
NOW,
THEREFORE, in consideration of the foregoing and the mutual covenants and
agreements herein contained, and intending to be legally bound hereby, the
parties hereto hereby agree as follows:
ARTICLE
I
1.1 Voting
of Shares.
From
the
date hereof until the termination of this Agreement, at any meeting of the
stockholders of the Company, however called, and in any action by consent
of the
stockholders of the Company, each Stockholder shall vote such Stockholder’s
Shares (i) in favor of the approval and adoption of the Purchase Agreement
(as amended from time to time pursuant to the terms thereof) and the
transactions contemplated thereby, (ii) against any other Acquisition Proposal
or any negotiations or discussions with respect to an Acquisition Proposal
and
against any proposal for action or agreement that would result in a breach
of
any covenant, representation or warranty or any other obligation or agreement
of
the Company under the Purchase Agreement, any change in the directors of
the
Company, any change in the present capitalization of the Company or any
amendment to the Company’s Certificate of Incorporation or Bylaws, which in the
case of each of the matters referred to in this clause (ii) could reasonably
be
expected to impede, interfere with, delay, postpone or materially adversely
affect the transactions contemplated by the Purchase Agreement or the likelihood
of such transactions being consummated, (iii) in favor of the approval and
adoption of the Amendment, (iv) in favor of the approval and adoption of
the
Motion, and (v) in favor of any other matter necessary for consummation of
the
transactions contemplated by the Purchase Agreement and related agreements
which
is considered at any such meeting of Stockholders or in such consent, and
in
connection therewith to execute any documents which are necessary in order
to
effectuate the foregoing, including the ability for STI or its nominees to
vote
such Shares directly.
1.2 Irrevocable
Proxy.
Each
Stockholder hereby agrees to deliver to STI a duly executed proxy in the
form
attached hereto as Exhibit A concurrently with the execution and delivery
of
this Agreement (the “Proxy”), such Proxy to cover the Shares in respect of which
Stockholder is entitled to (i) vote at each meeting of the stockholders of
the
Company (including, without limitation, each written consent in lieu of a
meeting) in favor of the approval and adoption of (a) the Purchase Agreement
and
the transactions contemplated thereby, (b) the Amendment, and (c) the Motion,
(ii) to vote against any other Acquisition Proposal or any negotiations or
discussions with respect to an Acquisition Proposal and against any proposal
for
action or agreement that would result in a breach of any covenant,
representation or warranty or any other obligation or agreement of the Company
under the Purchase Agreement, any change in the directors of the Company,
any
change in the present capitalization of the Company or any amendment to the
Company’s Certificate of Incorporation or Bylaws, which in the case of each of
the matters referred to in this clause (ii) could reasonably be expected
to
impede, interfere with, delay, postpone or materially adversely affect the
transactions contemplated by the Purchase Agreement or the likelihood of
such
transactions being consummated and (iii) demand that the Secretary or any
other
appropriate officer of the Company call a special meeting of the stockholders
of
the Company for the purpose of considering the Transaction, the Purchase
Agreement, the Amendment and all other transactions contemplated thereby.
Each
Stockholder hereby revokes any and all prior proxies or powers of attorney
given
by such Stockholder with respect to the Shares, other than any proxy given
in
respect to the approval of the sale of the Company’s ATM business to NCR Texas
LLC pursuant to the NCR Purchase Agreement. The Proxy shall automatically
terminate and be of no further force or effect upon any termination of this
Agreement.
2
1.3 No
Proxies for or Transfers of Stockholder Shares.
Except
as
contemplated by the terms of this Agreement, from the date hereof until the
termination of this Agreement, each Stockholder hereby agrees that such
Stockholder shall not, without the prior written consent of STI, which may
be
withheld in the sole discretion of STI, directly or indirectly, (i) grant
any
proxies or enter into any voting trust or other agreement, arrangement or
understanding with respect to the voting of any such Stockholder’s Shares, or
(ii) 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, encumbrance,
pledge or other disposition of, any of such Stockholder’s Shares. Each
Stockholder hereby agrees such Stockholder shall not seek or solicit any
such
sale, assignment, transfer, encumbrance, pledge or other disposition or any
such
contract, option or other agreement, arrangement or understanding and agrees
to
notify STI promptly (but in any event, within 24 hours), and to provide all
details requested by STI, if such Stockholder shall be approached or solicited,
directly or indirectly, by any person with respect to any of the foregoing.
Notwithstanding any other provision of this Section 1.3, each Stockholder
may
sell or otherwise assign, with or without consideration, an unlimited amount
of
such Stockholder’s Shares to any spouse or member of his immediate family, or to
a custodian, trustee (including a trustee of a voting trust), executor or
other
fiduciary for the account of his spouse or members of his immediate family,
or
to a trust for himself, or to a charitable remainder trust, or to any entity
that is wholly owned by members of such Stockholder’s immediate family, provided
that each such transferee or assignee, prior to the completion of the sale,
transfer or assignment, shall have executed and delivered to STI documents
assuming the obligations of such Stockholder under this Agreement with respect
to the transferred securities, such documents to be satisfactory to STI in
its
sole discretion.
1.4 Stop
Transfer.
During
the term of this Agreement, no Stockholder shall request that the Company
register the transfer (book-entry or otherwise) of any certificate or
uncertificated interest representing any of such Stockholder’s Shares, unless
such transfer is made in compliance with this Agreement.
1.5 Notification.
If
any
Stockholder becomes aware of an Acquisition Proposal or if an Acquisition
Proposal is hereafter made or if any request for nonpublic information relating
to the Company or any of its subsidiaries is made by any person or entity
that
has made an Acquisition Proposal or has advised such Stockholder that it
may be
considering making an Acquisition Proposal, such Stockholder shall within
24
hours notify STI of the material details of such Acquisition Proposal or
request
(including the identity of the person or entity making such Acquisition
Proposal, the terms thereof and the information requested thereby) and shall
within 24 hours provide STI with a copy of any Acquisition Proposal or request
that is made in writing and copies of all correspondence relating thereto.
Thereafter such Stockholder shall keep STI fully apprised on a current basis
of
the status of any such Acquisition Proposal and of any modifications to the
terms thereof. Each Stockholder hereby agrees to immediately cease and cause
to
be terminated all existing discussions or negotiations with any parties other
than STI conducted heretofore with respect to any Acquisition
Proposal.
3
1.6 Additional
Documents.
Each
Stockholder hereby covenants and agrees to execute and deliver any and all
additional documents necessary or desirable, in the reasonable opinion of
STI,
to carry out the purpose and intent of this Agreement.
ARTICLE
II
REPRESENTATIONS
AND WARRANTIES OF STOCKHOLDERS
Each
Stockholder hereby represents and warrants to STI and Sentinel as
follows:
2.1 Due
Authorization, Etc.
Such
Stockholder has all requisite power and authority and the legal capacity
to
execute, deliver and perform this Agreement, to appoint STI as its proxy
and to
consummate the transactions contemplated hereby. The execution, delivery
and
performance of this Agreement, the appointment of STI as such Stockholder’s
proxy and the consummation of the transactions contemplated hereby have been
duly authorized by all necessary action on the part of such Stockholder.
This
Agreement has been duly executed and delivered by or on behalf of such
Stockholder and constitutes a legal, valid and binding obligation of such
Stockholder, enforceable against each Stockholder in accordance with its
terms,
except that such enforceability may be limited by bankruptcy, insolvency,
moratorium or other similar laws affecting or relating to creditors’ rights
generally, and is subject to general principles of equity. There is no
beneficiary or holder of a voting trust certificate or other interest of
any
trust of which such Stockholder is trustee whose consent is required for
the
execution and delivery of this Agreement or the consummation by such Stockholder
of the transactions contemplated hereby.
2.2 No
Conflicts; Required Filings and Consents.
The
execution and delivery of this Agreement by such Stockholder does not, and
the
performance of this Agreement by such Stockholder will not, (i) conflict
with or
violate any law applicable to such Stockholder or by which such Stockholder
or
any of such Stockholder’s properties is bound or affected, or (ii) result in the
creation of a lien or encumbrance on such Stockholder’s Shares pursuant to any
note, bond, mortgage, indenture, contract, agreement, lease, license, permit,
franchise or other instrument or obligation to which such Stockholder is
a party
or by which such Stockholder or any of such Stockholder’s assets is bound or
affected.
4
2.3 Valid
Title.
Such
Stockholder is the sole, true, lawful and beneficial owner of such Stockholder’s
Shares with no restrictions on such Stockholder’s voting rights or rights of
disposition pertaining thereto. None of such Stockholder’s Shares is subject to
any voting trust or other agreement or arrangement with respect to the voting
of
such Shares. None of such Stockholder’s Shares is subject to any adverse claims,
options, liens, charges, encumbrances, security interests or other restrictions
on transfer.
2.4 Total
Shares.
Each
Stockholder is the record and beneficial owner of the number of Shares set
forth
next to such Stockholder’s name on Schedule I hereto. Except as set forth on
Schedule I hereto, neither such Stockholder nor any beneficial owner or owners
of such Stockholder’s Shares own any Shares, or options or warrants to purchase
or rights to subscribe for or otherwise acquire any securities of the Company.
Except as set forth on Schedule I hereto, each Stockholder has sole voting
power
and sole power to issue instructions with respect to the matters set forth
in
this Agreement, sole power of disposition, sole power of conversion and sole
power to agree to all of the matters set forth in this Agreement, in each
case
with respect to all of the Shares beneficially owned by such Stockholder
with no
limitations, qualifications or restrictions on such rights, subject to
applicable securities laws and the terms of this Agreement.
2.5 Community
Property.
If
the
Stockholder is married and the Stockholder’s Shares constitute community
property or spousal approval is otherwise required for this Agreement to
be
legal, valid and binding, then, to the extent so required, this Agreement
has
been duly authorized, executed and delivered by, and constitutes a legal,
valid
and binding agreement of the Stockholder’s spouse, enforceable against such
spouse in accordance with its terms, except that such enforceability may
be
limited by bankruptcy, insolvency, moratorium or other similar laws affecting
or
relating to creditors’ rights generally, and is subject to general principles of
equity.
ARTICLE
III
MISCELLANEOUS
3.1
Termination.
This
Agreement and each Proxy granted pursuant to Article I shall terminate
automatically and without any action of any of the parties hereto and be
of no
further force and effect upon the earlier to occur of: (i) the written
mutual consent of the parties hereto, or (ii) the Expiration Date (as
defined below). No such termination of this Agreement shall relieve any party
hereto from any liability for any breach of this Agreement prior to termination
or from any obligation pursuant to a notice delivered on or before the date
of
such termination. As used herein, the “Expiration Date” shall mean the earlier
to occur of (i) the Closing (as defined in the Purchase Agreement), or (ii)
the
termination of the Purchase Agreement according to its terms.
5
3.2 Further
Assurance.
From
time
to time, at the request of another party hereto and without consideration,
each
party hereto shall execute and deliver such additional documents and take
all
such further action as may be necessary or desirable to consummate and make
effective, in the most expeditious manner practicable, the transactions
contemplated by this Agreement.
3.3 Certain
Events; Successors.
Each
Stockholder agrees that this Agreement and such Stockholder’s obligations
hereunder shall attach to such Stockholder’s Shares and shall be binding upon
any person or entity to which legal or beneficial ownership of such Shares
shall
pass, whether by operation of law or otherwise, including, without limitation,
such Stockholder’s heirs, executors, guardians, administrators, successors or
assigns. Notwithstanding any transfer of Shares, the transferor shall remain
liable for the performance of all its obligations under this
Agreement.
3.4 No
Waiver.
The
failure of any party hereto to exercise any right, power, or remedy provided
under this Agreement or otherwise available in respect hereof at law or in
equity, or to insist upon compliance by any other party hereto with its
obligations hereunder, any custom or practice of the parties at variance
with
the terms hereof shall not constitute a waiver by such party of its right
to
exercise any such or other right, power or remedy or to demand such
compliance.
3.5 Notice.
All
notices and other communications hereunder shall be in writing and shall
be
deemed given if delivered personally, the day of transmission if a business
day
or, if not, the next business day thereafter, if delivered by telecopier
(with
confirmation of receipt), the next business day if delivered by an
internationally recognized overnight courier service, such as Federal Express,
or the third business day if mailed by registered or certified mail (return
receipt requested) to the parties at the following addresses (or at such
other
address for a party as shall be specified by like notice):
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(a)
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if
to STI or Sentinel, to:
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Sentinel
Technologies, Inc.
0000
Xxxxxx Xxxxxx Xxxx
Xxxxxxxxx
Xxxxx, Xxxxxxxx 00000
Attn:
Xxxxxxx Xxxxxxx
Fax:
(000) 000-0000
with
a
copy to:
Xxxxxxx
Xxx & Xxxxxxxxx, LLC
0000
Xxxxxxx Xxxxxx
Xxxxx
0000
Xxxxxx,
Xxxxxxxx 00000
Attention:
Xxxxxx
X.
Xxxxxxx, Esq.
Xxxx
X.X.
Xxx, Esq.
Fax:
(000) 000-0000
If
to the
Company:
Tidel
Technologies, Inc.
0000
XxXxxxxx Xxxxx
Xxxxxxxxxx,
Xxxxx 00000
Attention:
Xxxxxxx X. Xxxxxx
Fax:
(000) 000-0000
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.
(000)
000-0000 fax
and
(b)
If to a Stockholder, to the address set forth below such Stockholder’s name on
Schedule I hereto.
3.6 Effect
of Headings.
The
Article and Section headings contained in this Agreement are for convenience
only and shall not affect the construction or interpretation of this
Agreement.
3.7 Severability.
If
any
term, provision, covenant or restriction of this Agreement is held by a
court of
competent jurisdiction to be invalid, void or unenforceable, then the remainder
of the terms, provisions, covenants and restrictions of this Agreement
shall
remain in full force and effect and shall in no way be affected, impaired
or
invalidated.
7
3.8 Entire
Agreement.
This
Agreement and the Proxy contain the entire understanding of the parties
in
respect of the subject matter hereof, and supersede all prior negotiations
and
understandings between the parties with respect to such subject matter.
3.9 Assignment
and Binding Effect.
Neither
this Agreement nor any of the rights, interests or obligations hereunder
shall
be assigned by any party hereto (whether by operation of law or otherwise)
without the prior written consent of the other parties, and any such assignment
shall be void, except that STI may assign, in its sole discretion, any
or all of
its rights, interests and obligations hereunder to any direct or indirect
wholly
owned subsidiary of STI or to a successor corporation or other successor
entity
in the event of a merger, acquisition, consolidation or other transfer.
Subject
to the preceding sentence, this Agreement will be binding upon, inure to
the
benefit of, and be enforceable by the parties and their respective successors
and assigns.
3.10 Governing
Law.
This
Agreement shall be governed by and construed in accordance with the laws
of the
State of Delaware without reference to such state’s principles of conflicts of
laws.
3.11 Amendment
and Modification.
This
Agreement may not be modified, amended, altered or supplemented except
by the
execution and delivery of a written agreement executed by the parties
hereto.
3.12 Specific
Performance; Injunctive Relief.
The
parties hereto acknowledge that STI will be irreparably harmed and that
there
will be no adequate remedy at law for a violation of any of the covenants
or
agreements of each Stockholder set forth herein. Therefore, it is agreed
that,
in addition to any other remedies that may be available to STI upon any
such
violation, STI shall have the right to enforce such covenants and agreements
by
specific performance, injunctive relief or by any other means available
to STI
at law or in equity and each Stockholder hereby waives any and all defenses
which could exist in its favor in connection with such enforcement and
waives
any requirement for the security or posting of any bond in connection with
such
enforcement.
3.13 Counterparts.
This
Agreement may be executed in two or more counterparts, and by the different
parties hereto in separate counterparts, each of which when executed shall
be
deemed to be an original but all of which shall constitute one and the
same
agreement. This Agreement (or any counterpart hereof) may be delivered
by a
party by facsimile, which facsimile shall be effectual as if the original
counterpart had been delivered.
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3.14 Third
Party Beneficiary.
The
parties to this Agreement hereby acknowledge and agree that Laurus Master
Fund,
Ltd., a Cayman Island company (“Laurus”),
shall
be a third party beneficiary to this Agreement entitled to the rights,
but shall
not assume the obligations or liabilities, of STI hereunder with respect
to the
transactions contemplated hereby. In addition, this Agreement shall not
be
modified, amended, altered or supplemented without the prior written consent
of
Laurus, such consent not to be unreasonably withheld. The rights conferred
to Laurus under this Section 3.14 shall be deemed to be coupled with an
interest
and irrevocable without the prior written consent of Laurus.
*
* * * *
9
IN
WITNESS WHEREOF, STI, Sentinel, the Company and each of the Stockholders
have
caused this Agreement to be executed as of the date first written
above.
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SENTINEL
TECHNOLOGIES, INC.
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/s/Xxxxxxx
X. Xxxxxx
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By:
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Xxxxxxx
X. Xxxxxx
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Title:
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CEO
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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:
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General
Partner
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| By: |
/s/Xxxxxxx
X. Xxxxxx
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Xxxxxxx
X. Xxxxxx
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President
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TIDEL
TECHNOLOGIES, INC.
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/s/
Xxxxxxx X. Xxxx
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By:
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Xxxxxxx
X. Xxxx
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Title:
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Director
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STOCKHOLDERS:
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/s/
Xxxx. X. Xxxxxxxx
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XXXX
X. XXXXXXXX
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/s/
Xxxxxxx X. Xxxx
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XXXXXXX
X. XXXX
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/s/
Xxxxxxx X. Xxxxxx
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XXXXXXX
X. XXXXXX
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/s/
Xxxxxxx X. Xxxxxx
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XXXXXXX
X. XXXXXX
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/s/
Xxxxxx X. Xxxxxxx
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XXXXXX
X. XXXXXXX
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/s/
X. Xxxxx Xxxxxxxx
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X.
XXXXX XXXXXXXX
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/s/
Xxxx X. Xxxxxxx
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XXXX
X. XXXXXXX
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2
EXHIBIT
A
IRREVOCABLE
PROXY
TO
VOTE STOCK OF
TIDEL
TECHNOLOGIES, INC.
(a
Delaware Corporation)
The
undersigned Stockholder of Tidel Technologies, Inc., a Delaware corporation
(the
“Company”),
hereby irrevocably (to the fullest extent permitted by the Delaware General
Corporation Law) appoints Sentinel Technologies, Inc., a Delaware corporation
(“STI”),
or
any designee of STI, as the sole and exclusive attorney and proxy of the
undersigned, with full power of substitution and resubstitution, to vote and
exercise all voting and related rights (to the fullest extent that the
undersigned is entitled to do so) with respect to all of the shares of capital
stock of the Company that now are or hereafter may be beneficially owned by
the
undersigned, and any and all other shares or securities of the Company issued
or
issuable in respect thereof on or after the date hereof (collectively, the
“Shares”)
in
accordance with the terms of this Irrevocable Proxy. The Shares beneficially
owned by the undersigned Stockholder of the Company as of the date of this
Irrevocable Proxy are listed on the final page of this Irrevocable Proxy. Upon
the undersigned’s execution of this Irrevocable Proxy and other than any proxy
given in respect to the approval of the sale of the Company’s ATM business to
NCR Texas LLC pursuant to the NCR Purchase Agreement, any and all prior proxies
given by the undersigned with respect to any Shares are hereby revoked and
the
undersigned agrees not to grant any subsequent proxies with respect to the
Shares until after the termination of the Voting Agreement (as hereinafter
defined).
This
Irrevocable Proxy is irrevocable (to the extent provided by the Delaware General
Corporation Law), is coupled with an interest, and is granted in consideration
of STI entering into that certain Voting Agreement (the “Voting
Agreement”),
dated
as of even date herewith, by and among STI; Sentinel Operating, L.P., a Texas
limited partnership and an affiliate of STI (“Sentinel”),
the
Company, the undersigned and certain other stockholders of the Company, and
that
certain Purchase Agreement (the “Purchase
Agreement”),
dated
as of January__, 2006, by and among the Company; Tidel Engineering, L.P., a
Delaware limited partnership and an affiliate of the Company (“Engineering”)
and
Sentinel, which Purchase Agreement provides for the purchase of the assets
of
Division from the Company and Engineering (the “Transaction”).
Notwithstanding the foregoing, this Irrevocable Proxy shall terminate and be
of
no further force or effect upon any termination of the Voting
Agreement.
The
attorney and proxy named above is hereby authorized and empowered by the
undersigned, at any time prior to the termination of the Voting Agreement,
to
act as the undersigned’s attorney and proxy to vote the Shares, and to exercise
all voting and other rights of the undersigned with respect to the Shares
(including, without limitation, the power to execute and deliver written
consents pursuant to the Delaware General Corporation Law), at any annual,
special or adjourned meeting of the stockholders of the Company and in every
written consent in lieu of such meeting as follows:
(i)
in
favor
of the approval and adoption of the Purchase Agreement (as amended from time
to
time pursuant to the terms thereof), and the transactions contemplated thereby;
(ii)
against
any Acquisition Proposal or any negotiations or discussions with respect to
an
Acquisition Proposal and against any proposal for action or agreement that
would
result in a breach of any covenant, representation or warranty or any other
obligation or agreement of the Company under the Purchase Agreement, any change
in the directors of the Company, any change in the present capitalization of
the
Company or any amendment to the Company’s Certificate of Incorporation or
Bylaws, which in the case of each of the matters referred to in this clause
(ii)
could reasonably be expected to impede, interfere with, delay, postpone or
materially adversely affect the transactions contemplated by the Purchase
Agreement or the likelihood of such transactions being consummated;
(iii) in
favor
of the approval and adoption of the amendment to the Company’s certificate of
incorporation to change the Company’s name such that it does contain the terms
“Tidel” or “Sentinel” or any derivations thereof;
(iv) in
favor
of the approval and adoption of any motion for adjournment or postponement
of
the meeting to another time or place to permit, among other things, further
solicitation of proxies if necessary to establish a quorum or to obtain
additional votes in favor of items (i) and (iii) above; and
(v)
in
favor
of any other matter necessary for consummation of the transactions contemplated
by the Purchase Agreement and related agreements which is considered at any
such
meeting of stockholders or in such consent, and in connection therewith to
execute any documents which are necessary in order to effectuate the foregoing,
including the ability for STI or its nominees to vote such Shares
directly.
The
attorney and proxy named above is hereby authorized and empowered by the
undersigned to demand that the Secretary or any other appropriate officer of
the
Company call a special meeting of the stockholders of the Company for the
purpose of voting on matters set forth in clauses (i) and (iii) of the preceding
paragraph. The Stockholder may vote the Shares on all other matters not
specifically referred to in this Irrevocable Proxy, and the attorney and proxy
named above may not exercise this Irrevocable Proxy with respect to such other
matters. Without limiting the generality of the foregoing, this Irrevocable
Proxy may not be used to waive or amend any material rights or obligations
of
the undersigned under the Voting Agreement, the Purchase Agreement or
otherwise.
All
authority herein conferred shall survive the death or incapacity of the
undersigned and any obligation of the undersigned hereunder shall be binding
upon the heirs, personal representatives, successors and assigns of the
undersigned. Capitalized terms used by not defined herein shall have the same
meanings ascribed thereto in the Purchase Agreement.
2
This
Irrevocable Proxy is coupled with an interest as aforesaid and is irrevocable
and terminates upon the termination of the Voting Agreement.
|
Dated: January__,
2006
|
|||
|
By:
|
|||
|
(Signature
of Stockholder)
|
|||
|
Name:
|
|||
|
(Print
Name of Stockholder)
|
|||
|
Shares
beneficially owned:
|
|||
|
|
|
shares
of Common Stock of Company
|
|
|
|
|
shares
of Common Stock of Company underlying Company Convertible
Notes
|
|
|
|
|
shares
of Common Stock of Company underlying options
|
|
|
|
|
shares
of Common Stock of Company underlying
warrants
|
|
3
