Exhibit 10.1
Addendum to Registration Rights Agreement
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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,
L.P, MONARCH POINTE FUND, LTD. (collectively, the "Funds") and MERCATOR ADVISORY
GROUP, LLC ("MAG") (the Funds and MAG are referred to individually as a "Holder"
and collectively as the "Holders"), Tidelands Oil & Gas Corporation, a Nevada
corporation (the "Company"), and ▇▇▇▇▇▇▇▇ ▇▇▇▇, Inc., ("▇▇▇▇▇▇▇▇"). Capitalized
terms not defined herein shall have the meaning set forth in that certain
Registration Rights Agreement dated November 18, 2004 by and among the parties
hereto (the "Registration Rights Agreement").
WHEREAS, the Company, the Holders entered into the Registration Rights
Agreement, pursuant to which the Company granted to Holders certain registration
rights;
WHEREAS, upon the effective date of the Registration Statement the Funds desire
to assign a portion of the Debentures and Warrants to ▇▇▇▇▇▇▇▇ (the
"Assignments");
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties agree as follows:
1. Upon the effective date of the Assignments, ▇▇▇▇▇▇▇▇ agrees to be
bound by the terms and conditions as a Holder under the Registration
Rights Agreement.
2. ▇▇▇▇▇▇▇▇ certifies as of the effective date of the Assignments that
all of the representations and warranties made by the Holders in the
Registration Rights Agreement are true and correct with respect to
▇▇▇▇▇▇▇▇.
3. Upon the effective date of the Assignments, the Company and the
Holders agree to join ▇▇▇▇▇▇▇▇ as a party to the Registration Rights
Agreement, subject to all of the terms and conditions thereof.
Signature Page to Follow
IN WITNESS WHEREOF, the parties have entered into the Addendum to Registration
Rights Agreement as of the date first written above.
Company: ▇▇▇▇▇▇▇▇:
Tidelands Oil & Gas Corporation ▇▇▇▇▇▇▇▇ ▇▇▇▇, Inc.
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇ Magistrate
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Name: By: ▇▇▇▇▇▇▇▇ ▇▇▇▇ Magistrate
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Title: Its: Director
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The Funds: Mercator:
Mercator Momentum Fund LP Mercator Advisory Group, LLC
Mercator Advisory Group, LLC,
General Partner:
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Managing Member Title: Managing Member
Mercator Momentum Fund III Monarch Pointe Fund, Ltd.
Mercator Advisory Group, LLC,
General Partner:
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Managing Member Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: President
