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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.
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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,
