Exhibit 10.0
Addendum to Stock Purchase Agreement
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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 of the State of Nevada (the "Company"), on the one hand, MERCATOR MOMENTUM
FUND, LP ("Momentum Fund"), MERCATOR MOMENTUM FUND III, LP ("Momentum Fund III")
, and MONARCH POINTE FUND, LP, ("Monarch") (collectively, the "Funds") and
MERCATOR ADVISORY GROUP, LLC ("Mercator") and Xxxxxxxx Xxxx, Inc., ("Xxxxxxxx")
on the other hand. Capitalized terms not defined herein shall have the meaning
set forth in that certain Stock Purchase Agreement dated November 18, 2004 by
and among the parties hereto (the "Stock Purchase Agreement").
WHEREAS, the Company, the Funds and Mercator entered into the Stock Purchase
Agreement, pursuant to which, among other things, the Funds purchased certain
Debentures and Warrants issued by the Company;
WHEREAS, upon the effective date of the Registration Statement the Funds desire
to assign a portion of the Debentures and Warrants to Xxxxxxxx (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, Xxxxxxxx agrees to be
bound by the terms and conditions of the Stock Purchase Agreement.
2. Xxxxxxxx certifies as of the effective date of the Assignments that
all of the representations and warranties set forth in Section 3 of
the Stock Purchase Agreement are true and correct with respect to
Xxxxxxxx.
3. Upon the effective date of the Assignments, the Company, the Funds and
Mercator agree to join Xxxxxxxx as a party to the Stock Purchase
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 Stock Purchase
Agreement as of the date first written above.
Company: Xxxxxxxx:
Tidelands Oil & Gas Corporation Xxxxxxxx Xxxx, Inc.
By: /s/ Xxxxxxxx Xxxx Magistrate
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Name: By: Xxxxxxxx Xxxx 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/ Xxxxx Xxxxxxxxx By: /s/ Xxxxx Xxxxxxxxx
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Name: Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx
Title: Managing Member Title: Managing Member
Mercator Momentum Fund III Monarch Pointe Fund, Ltd.
Mercator Advisory Group, LLC,
General Partner:
By: /s/ Xxxxx Xxxxxxxxx By: /s/ Xxxxx Xxxxxxxxx
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Name: Xxxxx Xxxxxxxxx
Title: Managing Member Name: Xxxxx Xxxxxxxxx
Title: President
