SECOND AMENDMENT TO VOTING AGREEMENT
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").
Reference is made to the Voting Agreement dated as of January 12, 2006 and
amended as of February 28, 2006 (as amended, 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 "May 31,
2006" for the definition of "Termination Date" in the introductory sentence
thereof and inserting in lieu thereof the date "September 30, 2006".
Section 1.2(a) of the Agreement is amended by deleting the date "April 21,
2006" and inserting in lieu thereof the date "August 31, 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 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, STI, Sentinel, the Company, and the Stockholder have
caused this Second Amendment to Voting Agreement to be executed as of the date
first written above.
SENTINEL TECHNOLOGIES, INC.
/s/ Xxxxxxx X. Xxxxxx
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By: Xxxxxxx X. Xxxxxx
Title: Chief Executive Officer
SENTINEL OPERATING, L.P.
By: Sentinel Cash Systems, L.L.C.,
its general partner
/s/ Xxxxxxx X. Xxxxxx
---------------------
By: Xxxxxxx X. Xxxxxx
Title: President
TIDEL TECHNOLOGIES, INC.
/s/ Xxxxxxx X. Xxxx
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By: Xxxxxxx X. Xxxx
Title: Director
LAURUS MASTER FUND, LTD.
/s/ Xxxxxx Grin
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By: Xxxxxx Grin
Title: Director
[Second Amendment to Voting Agreement]
