|
<PAGE>
EXHIBIT 10.19
TERMINATION AGREEMENT
AGREEMENT (this "Agreement"), dated as of November 25, 2003, by
and
between Tidel Technologies, Inc., a Delaware corporation (the
"Company") and
Columbia Acorn Trust (formerly known as Acorn Investment Trust,
the "Trust"), on
behalf of its series Columbia Acorn Fund (formerly known as the
series Acorn
Fund, "Acorn").
WHEREAS, as of September 29, 2000, (a) the Company and the
Trust, on
behalf of Acorn, entered into that certain Convertible Debenture
Purchase
Agreement, among the Company and the investors signatory thereto
(the "Purchase
Agreement"), whereby Acorn purchased 6% Convertible Debentures,
issued by the
Company in the aggregate principal amount of $3,000,000 (the
"Debentures"); (b)
the Company issued to Acorn that certain Warrant to purchase
from the Company up
to a total of 63,158 shares of the Company's common stock, $.01
par value per
share (the "Common Stock", and such warrant, the "Warrant"); (c)
the Company,
the Trust, on behalf of Acorn, and Montrose Investments Ltd.
("Montrose")
entered into that certain Joinder and Amendment to Registration
Rights Agreement
(the "Registration Rights Agreement"), which amended the
Registration Rights
Agreement between the Company and Montrose, dated as of
September 8, 2000; and
(d) the Company, the Trust, on behalf of Acorn, and certain
other third parties
entered into certain other related agreements in connection with
the
transactions contemplated by the Purchase Agreement (such
agreements, together
with the Purchase Agreement, the Debenture, the Warrant and the
Registration
Rights Agreement, the "Acorn Agreements");
WHEREAS, the Company is negotiating to enter into a financing
arrangement,
pursuant to which it will be obtaining certain loans and
advances from one or
more investors, and a condition to such investment(s) is that
the Debentures be
repaid, the Warrant be cancelled and the other Acorn Agreements
be terminated;
WHEREAS, the Company desires to pay to Acorn one million
($1,000,000)
dollars in full and complete payment of the Debentures,
including all principal,
accrued and unpaid interest, fees, charges, penalties, costs and
expenses, and
Acorn desires to accept such amount as full and complete
payment, and the
parties desire to terminate the Warrant and all of the other
Acorn Agreements;
NOW, THEREFORE, in consideration of the mutual covenants set
forth herein,
and other good and valuable consideration, the receipt and
sufficiency of which
is hereby acknowledged, and intending to be legally bound, the
parties hereto
hereby agree as follows:
1. PAYMENT OF INDEBTEDNESS AND OBLIGATIONS. As a condition to
the
obligations of the Trust, Acorn and the Company contained
herein, the Company
hereby agrees to pay to Acorn as provided herein the amount of
one million
($1,000,000) dollars (the "Payment") as full and complete
payment and
satisfaction of the Debentures, including without limitation all
principal,
accrued and unpaid interest, fees, charges, penalties, costs and
expenses.
<PAGE>
The Payment shall be made, no later than ten business days
following the
execution of this Agreement by the Trust, on behalf of Acorn,
and the Company,
by wire transfer of immediately available funds in accordance
with the
instructions listed on Exhibit A.
2. TERMINATION OF AGREEMENTS. Upon and subject to receipt by
Acorn of the
Payment, (i) any and all commitments, rights, obligations and
other agreements
of either the Trust or the Company set forth under the Acorn
Agreements shall be
terminated; (ii) all amounts due and payable by the Company
under the Debentures
and the Acorn Agreements shall be deemed to be paid, in full and
complete
satisfaction of all outstanding obligations; (iii) Acorn shall
deliver to the
Company the Debentures marked "Paid in Full," and the Warrant
shall be cancelled
and delivered to the Company for cancellation; and (iv) each of
the Acorn
Agreements shall terminate and shall have no further force or
effect.
3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
hereby
represents, warrants and agrees that (i) it has full legal
right, power and
authority to execute, deliver and perform this Agreement, and
consummate the
transactions contemplated hereby, (ii) the execution and
delivery of this
Agreement, and the consummation by the Company of the
transactions contemplated
hereby have been duly authorized by all necessary corporate
action, and (iii)
this Agreement constitutes valid, legal and binding obligations
of the Company,
enforceable against it in accordance with its terms, except as
such enforcement
may be subject to bankruptcy, insolvency, reorganization,
moratorium (whether
general or specific) or other laws now or hereafter in effect.
The performance
of the terms of this Agreement does not conflict with,
constitute a violation
of, or require any notice or consent under, the organizational
documents of the
Company or any agreement or instrument to which the Company is a
party or by
which the Company is bound, and shall not require any consent,
approval or
notice under any provision of any judgment, order, decree,
statute, rule or
regulation applicable to the Company. The terms of this
Agreement are
substantially the same as, and in any event are no less
favorable to Acorn than,
the terms granted to any other investors in the Company whose
investments are
being terminated.
4. REPRESENTATIONS AND WARRANTIES OF THE TRUST. The Trust, on
behalf of
Acorn, represents, warrants and agrees that:
(a) (i) it has full legal right, power and authority to
execute,
deliver and perform this Agreement, and consummate the
transactions contemplated
hereby, (ii) the execution and delivery of this Agreement, and
the consummation
by Acorn of the transactions contemplated hereby have been duly
authorized by
all necessary action, (iii) the Trust was formerly known as the
Acorn Investment
Trust and Acorn was formerly known as the series Acorn Fund, and
each of the
Trust and Acorn holds all respective right, title and interest
to the Acorn
Agreements, a
| 
