EXHIBIT A NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER...Tidelands Oil & Gas Corp/Wa • January 25th, 2006 • Oil & gas field exploration services • New York
EXHIBIT B REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of January 20, 2006, among Tidelands Oil & Gas Corporation, a Nevada corporation (the "Company"), and the purchasers signatory...Registration Rights Agreement • January 25th, 2006 • Tidelands Oil & Gas Corp/Wa • Oil & gas field exploration services
forPledge Agreement • June 25th, 2004 • Tidelands Oil & Gas Corp/Wa • Oil & gas field exploration services • Texas
EXHIBIT D to Subscription Agreement -------------------------Subscription Agreement • December 3rd, 2004 • Tidelands Oil & Gas Corp/Wa • Oil & gas field exploration services • California
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this "Agreement") is dated as of January 20, 2006 among Tidelands Oil & Gas Corporation, a Nevada corporation (the "Company"), and each purchaser identified on the...Securities Purchase Agreement • January 25th, 2006 • Tidelands Oil & Gas Corp/Wa • Oil & gas field exploration services • New York
EXHIBIT 10.1 ------------ PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • May 8th, 2003 • Tidelands Oil & Gas Corp/Wa • Oil & gas field exploration services • Oklahoma
THIS WARRANT CERTIFIES THAT for value received, the Holder, together with any other securities or Mercator Momentum Fund III, LP or its registered other property which the Holder is entitled to assigns (hereinafter called the "Holder") is receive upon...Tidelands Oil & Gas Corp/Wa • December 3rd, 2004 • Oil & gas field exploration services • California
EXHIBIT 10.4 ------------ REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of April ___, 2003, is made by and among Tidelands Oil & Gas Corporation, a Texas corporation (the "Company") and Impact International,...Registration Rights Agreement • May 8th, 2003 • Tidelands Oil & Gas Corp/Wa • Oil & gas field exploration services • Oklahoma
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of November 18, 2004, by and among Tidelands Oil & Gas Corporation, a corporation organized under the laws of the State of Nevada (the "Company"), on...Securities Purchase Agreement • December 3rd, 2004 • Tidelands Oil & Gas Corp/Wa • Oil & gas field exploration services • California
EXHIBIT C NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER...Tidelands Oil & Gas Corp/Wa • January 25th, 2006 • Oil & gas field exploration services
EXHIBIT A to Securities Purchase Agreement --------------------------------Securities Purchase Agreement • December 3rd, 2004 • Tidelands Oil & Gas Corp/Wa • Oil & gas field exploration services
RECITALS:Investment Agreement • December 27th, 2000 • Tidelands Oil & Gas Corp/Wa • Non-operating establishments • Georgia
Exhibit 10.2 Amendment No. 1 to Asset Purchase and Sale AgreementAsset Purchase and Sale Agreement • November 15th, 2004 • Tidelands Oil & Gas Corp/Wa • Oil & gas field exploration services
Exhibit 10.0 Addendum to Stock Purchase Agreement ------------------------------------ This Addendum to Stock Purchase Agreement is entered into as of June 1, 2005, by and among Tidelands Oil & Gas Corporation, a corporation organized under the laws...Stock Purchase Agreement • June 16th, 2005 • Tidelands Oil & Gas Corp/Wa • Oil & gas field exploration services
Exhibit 10.1 Addendum to Registration Rights Agreement ----------------------------------------- This Addendum to Registration Rights Agreement is entered into as of June 1, 2005, by and among MERCATOR MOMENTUM FUND, L.P., MERCATOR MOMENTUM FUND III,...Registration Rights Agreement • June 16th, 2005 • Tidelands Oil & Gas Corp/Wa • Oil & gas field exploration services
ARTICLE 1. EXERCISE --------Stock Purchase • May 8th, 2003 • Tidelands Oil & Gas Corp/Wa • Oil & gas field exploration services • Oklahoma
Exhibit 10 Waiver and Amendment Agreement WAIVER AND AMENDMENT AGREEMENT THIS WAIVER AND AMENDMENT AGREEMENT (this "Agreement"), dated as of September 27, 2006 among Tidelands Oil & Gas Corporation, a Nevada corporation (the "Company") and each of the...Waiver and Amendment Agreement • September 29th, 2006 • Tidelands Oil & Gas Corp/Wa • Oil & gas field exploration services
Exhibit 10.1 REGENCY ENERGY, INC. 2242 SO. HWY. #83 CRYSTAL CITY, TEXAS 78839 830 - 374-9000 - OFF 830 - 374-0202 - FAX PARTICIPATION AGREEMENT July 8, 2006 Tidelands Exploration and Production, Inc. 1862 West Bitters - Bldg. No. 1 San Antonio, Texas...Participation Agreement • August 21st, 2006 • Tidelands Oil & Gas Corp/Wa • Oil & gas field exploration services • Texas
Warrant to Purchase Common Stock Of TIDELANDS OIL & GAS CORPORATIONTidelands Oil & Gas Corp/Wa • December 17th, 2004 • Oil & gas field exploration services • Texas
BUSINESS COMBINATION AGREEMENT This agreement is entered into the 19th day of April, 2000 between TIDELANDS OIL & GAS CORPORATION, a Nevada corporation, (herein, "Company") and LONG LANE CAPITAL, INC. and GREGORY M. WILSON (herein, collectively,...Business Combination Agreement • April 19th, 2000 • Tidelands Oil & Gas Corp/Wa • Non-operating establishments • Nevada
Exhibit 10.3 TIDELANDS OIL & GAS CORPORATION RESTRICTED STOCK AGREEMENT THIS RESTRICTED STOCK AGREEMENT (this "Agreement") is entered into as of ________, by and between TIDELANDS OIL & GAS CORPORATION, a Nevada corporation (the "Company"), and...Corporation Restricted Stock Agreement • February 16th, 2007 • Tidelands Oil & Gas Corp/Wa • Oil & gas field exploration services • Texas
Exhibit 10.1 EMPLOYMENT AGREEMENT This employment agreement ("Agreement") is made and entered into as of this date by and between TIDELANDS OIL & GAS CORPORATION ("Employer"), and JAMES B. SMITH ("Employee"). WHEREAS, Employer and Employee desire that...Employment Agreement • December 17th, 2004 • Tidelands Oil & Gas Corp/Wa • Oil & gas field exploration services
Exhibit 10.0 EMPLOYMENT AGREEMENT This employment agreement ("Agreement") is made and entered into as of this date by and between TIDELANDS OIL & GAS CORPORATION ("Corporation"), and MICHAEL WARD ("Employee"). WHEREAS, Employer and Employee desire...Employment Agreement • December 17th, 2004 • Tidelands Oil & Gas Corp/Wa • Oil & gas field exploration services
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 14th, 2008 • Tidelands Oil & Gas Corp/Wa • Oil & gas field exploration services • California
Securities Purchase Agreement dated as of May 9, 2008 (this “Agreement”) by and between Tidelands Oil & Gas Corporation, a Nevada corporation, with principal executive offices located at 1862 West Bitters Road, San Antonio, Texas (the “Company”), and Golden Gate Investors, Inc. (“Holder”).
RECITALSPlan of Merger • May 18th, 2000 • Tidelands Oil & Gas Corp/Wa • Non-operating establishments • Nevada
ContractTidelands Oil & Gas Corp/Wa • May 14th, 2008 • Oil & gas field exploration services • California
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND IS BEING OFFERED AND SOLD PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THIS SECURITY MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR SUCH OTHER LAWS.
Exhibit 10.2 Dowies Employment Agreement EMPLOYMENT AGREEMENT This employment agreement ("Agreement") is made and entered into as of this date by and between TIDELANDS OIL & GAS CORPORATION ("Corporation"), and ROBERT DOWIES ("Employee"). WHEREAS,...Employment Agreement • December 17th, 2004 • Tidelands Oil & Gas Corp/Wa • Oil & gas field exploration services
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 4th, 2008 • Tidelands Oil & Gas Corp/Wa • Oil & gas field exploration services • Texas
This Registration Rights Agreement dated as of the date set forth on the signature page (“Agreement”) is by and between Tidelands Oil and Gas Corporation (the “Company”), and Impact International LLC (the “Holder”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 2nd, 2007 • Tidelands Oil & Gas Corp/Wa • Oil & gas field exploration services • Texas
THIS EMPLOYMENT AGREEMENT, dated as of September 25, 2007 (the “Effective Date”) is entered into by and between TIDELANDS OIL & GAS CORPORATION, a Nevada limited liability company (the “Company”), and ROBERT W. DOWIES (“Executive”).
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • April 9th, 2008 • Tidelands Oil & Gas Corp/Wa • Oil & gas field exploration services • Texas
This Purchase And Sale Agreement (this “Agreement”), dated March 24, 2008, is between West Texas Gas, Inc., a Texas, corporation (“Purchaser”), and Reef Ventures, L.P., a Texas limited partnership (“Seller”). (Seller and Purchaser are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.)
Form of Lock-Up Agreement Gentlemen: As part of the sale of the shares of Common Stock of Chatsworth Acquisition Corporation (the "Company") to the undersigned (the "Holder"), the Holder hereby represents, warrants, covenants and agrees, for the...Omni Acquisition Corp • April 17th, 2000 • Non-operating establishments
As part of the sale of the shares of Common Stock of Chatsworth Acquisition Corporation (the "Company") to the undersigned (the "Holder"), the Holder hereby represents, warrants, covenants and agrees, for the benefit of the Company and the holders of record (the "third party beneficiaries") of the Company's outstanding securities, including the Company's Common Stock, $.0001 par value (the "Stock") at the date hereof and during the pendency of this letter agreement that the Holder will not transfer, sell, contract to sell, devise, gift, assign, pledge, hypothecate, distribute or grant any option to purchase or otherwise dispose of, directly or indirectly, its shares of Stock of the Company owned beneficially or otherwise by the Holder except in connection with or following completion of a merger or acquisition by the Company and the Company is no longer classified as a blank check company as defined in Section 7(b)(3) of the Securities Act of 1933, as amended.
GENERAL RELEASEGeneral Release • April 4th, 2008 • Tidelands Oil & Gas Corp/Wa • Oil & gas field exploration services • Texas
This GENERAL RELEASE (the “Release”) is made as of March 25, 2008, by and among Impact International, L.L.C., an Oklahoma limited liability company (“Impact”), Ramiiilaj, a Limited Partnership, a Texas limited partnership (“Ramiiilaj”), Reef Ventures, L.P., a Texas limited partnership (“Reef Ventures”), Arrecefe Management, LLC, a Texas limited liability company (“Arrecefe”), and Tidelands Oil & Gas Corporation, a Nevada corporation (“Tidelands”). Each of Impact, Ramiiilaj, Reef Ventures, Arrecefe and Tidelands are sometimes referred to in this Release as a “Party” and collectively as the “Parties”. Tidelands, Reef Ventures, and Arrecefe are collectively referred to in this Release as the “Tidelands Parties”. Impact and Ramiiilaj are collectively referred to in this Release as the “Impact Parties”.
NON-COMPETITION AGREEMENT OF TIDELANDS OIL & GAS CORPORATIONNon-Competition Agreement • April 4th, 2008 • Tidelands Oil & Gas Corp/Wa • Oil & gas field exploration services • Texas
This Non-competition Agreement (“Non-competition Agreement”) dated March 25, 2008, is between West Texas Gas, Inc., a Texas corporation (“WTG”), and Tidelands Oil & Gas Corporation, a Nevada corporation (“Tidelands”).
EQUITY PURCHASE AGREEMENT among TIDELANDS OIL & GAS CORPORATION, FRONTERA PIPELINE, LLC, and GRAND CHENIERE PIPELINE LLC and TERRANOVA ENERGIA, S. DE R.L. DE C.V. (as joinder party) Dated as of September 28, 2007Equity Purchase Agreement • October 4th, 2007 • Tidelands Oil & Gas Corp/Wa • Oil & gas field exploration services • Texas
This Equity Purchase Agreement, dated as of September 28, 2007 (hereinafter this “Agreement”), is made by and among Tidelands Oil & Gas Corporation, a Nevada corporation (“TOG”), Frontera Pipeline, LLC, a Delaware limited liability company (the “Company”) and Grand Cheniere Pipeline LLC, a Delaware limited liability company (“Cheniere”), and the joinder of Terranova Energia. S. de R.L. de C.V., a Mexican sociedad de responsabilidad limitada for purposes of Sections 2.8(k) and 6.5 (“Terranova”). TOG, the Company, Cheniere, and Terranova are sometimes referred to herein as a “Party” and collectively as the “Parties”.
FINAL RELEASE AND SETTLEMENT AGREEMENTFinal Release and Settlement Agreement • October 5th, 2007 • Tidelands Oil & Gas Corp/Wa • Oil & gas field exploration services • Texas
This agreement is made to be effective as of the 11th day of September, 2007, by and between Tidelands Oil & Gas Corporation (“TIDE”), a Nevada corporation having its principal office at 1862 Bitters Road, Building No. 1, San Antonio, Bexar County, Texas 78248, its wholly owned subsidiary, Tidelands Exploration & Production, Inc. (“TEPI”), a Texas corporation; Michael Ward and Royis Ward (“WARD”) individuals residing at 13707 Bluffgate, San Antonio, Bexar County, Texas 78216; Bentley Energy Corp. (“BENTLEY”) located at _________________, San Antonio, Bexar County, Texas; and Regency Energy, Inc. (“REGENCY”) located at ____________________, San Antonio, Bexar County, Texas. TIDE, TEPI, WARD, BENTLEY and REGENCY are collectively referred to herein as the “Parties.”
