Extension Agreement, dated as of September 30, 2006 by and among Tidel Technologies, Inc., Sentinel Technologies, Inc, Sentinel Operating, L.P. and Laurus Master Fund, Ltd

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THIS AGREEMENT is made and entered into as of September 30, 2006 (this “Agreement”) 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 (“Tidel”); and Laurus Master Fund, Ltd., a Cayman Islands company (“Laurus”).

 

1.  The parties hereto agree that the Exercise and Conversion Agreement, dated as of January 12, 2006, as amended from time to time, by and among STI, Sentinel, Tidel and Laurus be and is hereby amended by deleting the two references to “September 30, 2006” in Section 5.1 therein and inserting in lieu thereof the date “October 2, 2006.

 

2.  Tidel and Laurus agree that the Stock Redemption Agreement, dated as of January 12, 2006 (as amended from time to time, the “Redemption Agreement”), by and between Tidel Technologies and Laurus is hereby amended by deleting the date September 30, 2006 in Section 4, Section 9(a) and Section 9(b) thereof in the ultimate sentence therein and substituting in lieu thereof the date “October 2, 2006” in each such section.

 

3.  Laurus acknowledges the receipt from Tidel of the notice setting forth the Per Share Price (as defined in the Redemption Agreement) required to be delivered to Laurus pursuant to Section 2(c) of the Redemption Agreement and confirms that Tidel has complied with such Section 2(c) in all respects.

 

This Agreement 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 Redemption Agreement.

 

This Agreement 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 Agreement.

 

 

IN WITNESS WHEREOF, STI, Sentinel, Tidel and Laurus have caused this Agreement to be executed as of the date first written above.

 

	SENTINEL TECHNOLOGIES, INC.
	/s/ Raymond P. Landry
	By: Raymond P. Landry
	Title: Chief Executive Officer
	SENTINEL OPERATING, L.P.
		By:	Sentinel Cash Systems, L.L.C., its general partner
			/s/ Raymond P. Landry
			By: Raymond P. Landry
			Title: President
	TIDEL TECHNOLOGIES, INC.
	/s/ Leonard L. Carr
	By: Leonard L. Carr
	Title: Secretary
	LAURUS MASTER FUND, LTD.
	/s/ Eugene Grin
	By: Eugene Grin
	Title: Director

 

 

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