Addendum to Registration Rights Agreement among Tidelands Oil & Gas Corporation, Robinson Reed, Inc., and Holders

Summary

This addendum, dated June 1, 2005, adds Robinson Reed, Inc. as a party to an existing Registration Rights Agreement between Tidelands Oil & Gas Corporation and several investment funds. Robinson agrees to be bound by the terms of the original agreement and certifies that all representations and warranties apply to it. The addendum formalizes Robinson's rights and obligations as a "Holder" after it receives assigned debentures and warrants from the funds.

EX-10.1 3 tide8kex101061505.txt ADDENDUM TO REGISTRATION RIGHTS AGREEMENT 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, 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 Robinson Reed, Inc., ("Robinson"). 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 Robinson (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, Robinson agrees to be bound by the terms and conditions as a Holder under the Registration Rights Agreement. 2. Robinson 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 Robinson. 3. Upon the effective date of the Assignments, the Company and the Holders agree to join Robinson 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: Robinson: Tidelands Oil & Gas Corporation Robinson Reed, Inc. By: /s/ Geoffrey Todd Magistrate -------------------------------- ----------------------------- Name: By: Geoffrey Todd Magistrate -------------------------------- Title: Its: Director -------------------------------- The Funds: Mercator: Mercator Momentum Fund LP Mercator Advisory Group, LLC Mercator Advisory Group, LLC, General Partner: By: /s/ David Firestone By: /s/ David Firestone -------------------------------- ----------------------------- Name: David Firestone Name: David Firestone Title: Managing Member Title: Managing Member Mercator Momentum Fund III Monarch Pointe Fund, Ltd. Mercator Advisory Group, LLC, General Partner: By: /s/ David Firestone By: /s/ David Firestone -------------------------------- ----------------------------- Name: David Firestone Title: Managing Member Name: David Firestone Title: President