0001140361-06-009132 Sample Contracts

AMENDED AND RESTATED ASSET PURCHASE AGREEMENT BY AND AMONG SENTINEL OPERATING, L.P. TIDEL TECHNOLOGIES, INC. AND TIDEL ENGINEERING, L.P. DATED AS OF JUNE 9, 2006
Asset Purchase Agreement • June 14th, 2006 • Tidel Technologies Inc • Calculating & accounting machines (no electronic computers) • Delaware
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AGREEMENT By and Between Tidel Technologies, Inc., Tidel Engineering, L.P. and Laurus Master Fund, Ltd.
Asset Purchase Agreement • June 14th, 2006 • Tidel Technologies Inc • Calculating & accounting machines (no electronic computers) • New York

This Agreement (this “Agreement”) is made and entered into as of June 9, 2006 between Tidel Technologies, Inc., a Delaware corporation (the “Company”), Tidel Engineering, L.P. (“Engineering”) and Laurus Master Fund, Ltd., a Cayman Islands company (“Laurus”).

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SECOND AMENDMENT TO EXERCISE AND CONVERSION AGREEMENT
Exercise and Conversion Agreement • June 14th, 2006 • Tidel Technologies Inc • Calculating & accounting machines (no electronic computers)

THIS SECOND AMENDMENT TO EXERCISE AND CONVERSION AGREEMENT is made and entered into as of June 9, 2006 (the “Second Amendment”) by and among Sentinel Technologies, Inc., a Delaware corporation (“STI”); Sentinel Operating, L.P., a Texas limited partnership and an affiliate of STI (“Sentinel”); Tidel Technologies, Inc., a Delaware corporation (the “Company”); and Laurus Master Fund, Ltd., a Cayman Island company (the “Security Holder”).

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SECOND AMENDMENT TO VOTING AGREEMENT
Voting Agreement • June 14th, 2006 • Tidel Technologies Inc • Calculating & accounting machines (no electronic computers)

This Second Amendment to Voting Agreement is made and entered into as of June 9, 2006 (the “Second Amendment”) 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”); and Laurus Master Fund, Ltd., a Cayman Island company (the “Stockholder”).

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AGREEMENT
Employment Agreement • June 14th, 2006 • Tidel Technologies Inc • Calculating & accounting machines (no electronic computers) • Texas

This Agreement (this “Agreement”) is entered into as of June 9, 2006, by and between Mark K. Levenick (the “Employee”) and Tidel Engineering, L.P., a Delaware limited partnership (the “Company”).

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SECOND AMENDMENT TO STOCK REDEMPTION AGREEMENT
Stock Redemption Agreement • June 14th, 2006 • Tidel Technologies Inc • Calculating & accounting machines (no electronic computers)

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”).

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