REGISTRATION
      RIGHTS AGREEMENT

    


    This
      Registration Rights Agreement (this “Agreement”)
      is
      made and entered into as of this 3rd
      day of
      August, 2007 (the “Effective
      Date”)
      between Blacksands Petroleum, Inc., a Nevada corporation (the “Company”),
      and
      H. Reginald F. Burden (“Holder”
or
      “Purchaser”).

     

    RECITALS:

     

    WHEREAS,
      the
      Company consummated a private placement offering (“PPO”) of its units
      (“Units”),
      consisting of one share of its common stock and warrants to purchase one share
      of common stock, on August 8, 2006, selling $10,854,700 of Units;

     

    WHEREAS,
      the
      Company has entered into one Common Share Purchase Agreement (“Stock
      Purchase Agreement”)
      of
      even date, whereby the Company will purchase 600 shares of common stock of
      Access Energy Inc. (“Access”)
      representing 75% of its issued and outstanding common stock (the “Acquisition”);
      

     

    WHEREAS,
      as part
      of the consideration for the Acquisition, the Company is to issue warrants
      (“Warrants”)
      to
      purchase 1,500,000 shares of the Company’s common stock (as defined below) to H.
      Reginald F. Burden, the sole stockholder of Access;

    


    NOW,
      THEREFORE,
      in
      consideration of the mutual promises, representations, warranties, covenants,
      and conditions set forth herein, the parties mutually agree as follows:


     

    1.  Certain
      Definitions.
      As used
      in this Agreement, the following terms shall have the following respective
      meanings:

     

    “Approved
      Market”
means
      the NASD Over-The-Counter Bulletin Board, the Nasdaq National Market, the Nasdaq
      Capital Market, the New York Stock Exchange, Inc. or the American Stock
      Exchange, Inc.

     

    “Blackout
      Period”
means,
      with respect to a registration, a period, in each case commencing on the day
      immediately after the Company notifies the Purchaser that it is required,
      because of the occurrence of an event of the kind described in Section 4(f)
      hereof, to suspend offers and sales of Registrable Securities during which
      the
      Company, in the good faith judgment of its board of directors, determines
      (because of the existence of, or in anticipation of, any acquisition, financing
      activity, or other transaction involving the Company, or the unavailability
      for
      reasons beyond the Company’s control of any required financial statements,
      disclosure of information which is in its best interest not to publicly
      disclose, or any other event or condition of similar significance to the
      Company) that the registration and distribution of the Registrable Securities
      to
      be covered by such registration statement, if any, would be seriously
      detrimental to the Company and its stockholders and ending on the earlier of
      (1)
      the date upon which the material non-public information commencing the Blackout
      Period is disclosed to the public or ceases to be material and (2) such time
      as
      the Company notifies the selling Holder that the Company will no longer delay
      such filing of the Registration Statement, recommence taking steps to make
      such
      Registration Statement effective, or allow sales pursuant to such Registration
      Statement to resume; provided, however,
      that (a)
      the Company shall limit its use of Blackout Periods, in the aggregate, to 30
      Trading Days in any 12-month period and (b) no Blackout Period may commence
      sooner than 60 days after the end of a prior Blackout Period.

     

    
      
        
        

      

      
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    “Business
      Day”
means
      any day of the year, other than a Saturday, Sunday, or other day on which the
      Commission is required or authorized to close.

     

    “Commission”
means
      the Securities and Exchange Commission or any other federal agency at the time
      administering the Securities Act.

     

    “Common
      Stock”
means
      the common stock, par value $0.001 per share, of the Company and any and all
      shares of capital stock or other equity securities of: (i) the Company which
      are
      added to or exchanged or substituted for the Common Stock by reason of the
      declaration of any stock dividend or stock split, the issuance of any
      distribution or the reclassification, readjustment, recapitalization or other
      such modification of the capital structure of the Company; and (ii) any other
      corporation, now or hereafter organized under the laws of any state or other
      governmental authority, with which the Company is merged, which results from
      any
      consolidation or reorganization to which the Company is a party, or to which
      is
      sold all or substantially all of the shares or assets of the Company, if
      immediately after such merger, consolidation, reorganization or sale, the
      Company or the stockholders of the Company own equity securities having in
      the
      aggregate more than 50% of the total voting power of such other
      corporation.

     

    “Exchange
      Act”
means
      the Securities Exchange Act of 1934, as amended, and the rules and regulations
      of the Commission promulgated thereunder.

     

    “Family
      Member”
means
      (a) with respect to any individual, such individual’s spouse, any descendants
      (whether natural or adopted), any trust all of the beneficial interests of
      which
      are owned by any of such individuals or by any of such individuals together
      with
      any organization described in Section 501(c)(3) of the Internal Revenue Code
      of
      1986, as amended, the estate of any such individual, and any corporation,
      association, partnership or limited liability company all of the equity
      interests of which are owned by those above described individuals, trusts or
      organizations and (b) with respect to any trust, the owners of the beneficial
      interests of such trust.

     

    “Holder”
means
      the Purchaser or any of such Purchaser’s respective successors and Permitted
      Assigns who acquire rights in accordance with this Agreement with respect to
      the
      Registrable Securities directly or indirectly from the Purchaser or from any
      Permitted Assignee.

     

    “Majority
      Holder”
means
      at any time stockholders or warrant holders representing a majority of the
      Units
      or securities underlying the Units offered in the PPO.

     

    “Permitted
      Assignee”
means
      (a) with respect to a partnership, its partners or former partners in
      accordance with their partnership interests, (b) with respect to a
      corporation, its stockholders in accordance with their interest in the
      corporation, (c) with respect to a limited liability company, its members
      or former members in accordance with their interest in the limited liability
      company, (d) with respect to an individual party, any Family Member of such
      party, (e) an entity that is controlled by, controls, or is under common control
      with a transferor or (f) a party to this Agreement.

     

    
      
        
        

      

      
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    “Piggyback
      Registration”
means,
      in any registration of Common Stock as set forth in Section 3(b), the ability
      of
      the Holder of Common Stock to include Registrable Securities in such
      registration. 

     

    The
      terms
“register”,
      “registered”,
      and
“registration”
refer
      to a registration effected by preparing and filing a registration statement
      in
      compliance with the Securities Act, and the declaration or ordering of the
      effectiveness of such registration statement.

     

    “Registrable
      Securities”
means
      the shares of Common Stock issuable on exercise of the Warrants issued to the
      Purchaser, but excluding (i) any Registrable Securities that have been publicly
      sold or may be sold immediately without registration under the Securities Act
      either pursuant to Rule 144 of the Securities Act or otherwise; (ii) any
      Registrable Securities sold by a person in a transaction pursuant to a
      registration statement filed under the Securities Act or (iii) any Registrable
      Securities that are at the time subject to an effective registration statement
      under the Securities Act. 

     

    “Registration
      Statement”
means
      the registration statement that the Company is required to file pursuant to
      this
      Agreement to register the Registrable Securities.

     

    “Rule
      144”
means
      Rule 144 promulgated by the Commission under the Securities Act. 

     

    “Securities
      Act”
means
      the Securities Act of 1933, as amended, and the rules and regulations of the
      Commission thereunder, all as the same shall be in effect at the
      time.

     

    “SEC
      Effective Date”
means
      the date the Registration Statement is declared effective by the
      Commission.

     

    “Trading
      Day”
means
      any day on which a national securities exchange, the Nasdaq Stock Market, the
      NASD Over the Counter Bulletin Board or such other securities market or
      quotation system, which at the time constitutes the principal securities market
      for the Common Stock, is open for general trading of securities.

     

    2.  Term.
      This
      Agreement shall continue in full force and effect for a period of two years
      from
      the Effective Date, unless terminated sooner hereunder.

     

    3.  Registration.

     

    (a)  Registration
      on Form SB-2.
      As
      promptly as reasonably practicable after the consummation of the Acquisition,
      the Company shall file with the Commission a Registration Statement on Form
      SB-2, or other applicable form, relating to the resale by the Holders of all
      of
      the Registrable Securities, and the Company shall use its commercially
      reasonable best efforts to cause such Registration Statement to be declared
      effective as soon as is practicable following such filing; provided, however,
      that the Company shall not be obligated to effect any such registration,
      qualification, or compliance pursuant to this Section, or keep such registration
      effective pursuant to the terms hereunder: (i) in any particular jurisdiction
      in
      which the Company would be required to qualify to do business as a foreign
      corporation or as a dealer in securities under the securities or blue sky laws
      of such jurisdiction or to execute a general consent to service of process
      in
      effecting such registration, qualification or compliance, in each case where
      it
      has not already done so or (ii) during any Blackout Period. 

     

    
      
        
        

      

      
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    (b)  Piggyback
      Registration.
      If the
      Company shall determine to register for sale for cash any of its Common Stock,
      for its own account or for the account of others (other than the Holder), other
      than (i) a registration relating solely to employee benefit plans or securities
      issued or issuable to employees, consultants (to the extent the securities
      owned
      or to be owned by such consultants could be registered on Form S-8) or any
      of
      their Family Members (including a registration on Form S-8) or (ii) a
      registration relating solely to a Commission Rule 145 transaction, a
      registration on Form S-4 in connection with a merger, acquisition, divestiture,
      reorganization, or similar event, the Company shall promptly give to the Holder
      written notice thereof (and in no event shall such notice be given less than
      20
      calendar days prior to the filing of such registration statement), and shall,
      subject to Section 3(c), include as a Piggyback Registration all of the
      Registrable Securities specified in a written request delivered by the Holder
      within 10 calendar days after receipt of such written notice from the Company.
      However, the Company may, without the consent of the Holder, withdraw such
      registration statement prior to its becoming effective if the Company or such
      other stockholders have elected to abandon the proposal to register the
      securities proposed to be registered thereby. 

     

    (c)  Underwriting.
      If a
      Piggyback Registration is for a registered public offering involving an
      underwriting, the Company shall so advise the Holder. In such event, the right
      of the Holder to Piggyback Registration shall be conditioned upon the Holder’s
      participation in such underwriting and the inclusion of the Holder’s Registrable
      Securities in the underwriting to the extent provided herein. If the Holder
      proposes to include the Registrable Securities it holds through such
      underwriting, it shall (together with the Company and any other stockholders
      of
      the Company selling their securities through such underwriting) enter into
      an
      underwriting agreement in customary form with the underwriter selected for
      such
      underwriting by the Company or the selling stockholders, as applicable.
      Notwithstanding any other provision of this Section, if the underwriter or
      the
      Company determines that marketing factors require a limitation of the number
      of
      shares of Common Stock or the amount of other securities to be underwritten,
      the
      underwriter may exclude some or all Registrable Securities from such
      registration and underwriting. The Company shall so advise the Holder (unless
      the Holder failed to timely elect to include its Registrable Securities through
      such underwriting or has indicated to the Company its decision not to do so),
      and indicate to the Holder the number of shares of Registrable Securities that
      may be included in the registration and underwriting, if any. The number of
      shares of Registrable Securities to be included in such registration and
      underwriting shall be allocated among the Holder and holders of other
      stockholders or warrant holders of the Company as follows: 

     

    (i)  In
      the
      event of a Piggyback Registration that is initiated by the Company, the number
      of shares that may be included in the registration and underwriting shall be
      allocated first to the Company and then, subject to obligations and commitments
      existing as of the date hereof, to all selling stockholders with existing
      registration rights on the date hereof, including the Holder, who have requested
      to sell in the registration on a pro rata basis according to the number of
      shares requested to be included; and

     

    
      
        
        

      

      
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    (ii)  In
      the
      event of a Piggyback Registration that is initiated by the exercise of demand
      registration rights by a stockholder or stockholders of the Company (other
      than
      the Holder), then the number of shares that may be included in the registration
      and underwriting shall be allocated first to such selling stockholders who
      exercised such demand and then, subject to obligations and commitments existing
      as of the date hereof, to all other selling stockholders, including the Holder,
      who have requested to sell in the registration, on a pro rata basis according
      to
      the number of shares requested to be included.

     

    No
      Registrable Securities excluded from the underwriting by reason of the
      underwriter’s marketing limitation shall be included in such registration. If
      any Holder disapproves of the terms of any such underwriting, such Holder may
      elect to withdraw their Registrable Securities therefrom by delivery of written
      notice to the Company and the underwriter. The Registrable Securities so
      withdrawn from such underwriting shall also be withdrawn from such registration;
      provided,
      however,
      that,
      if by the withdrawal of such Registrable Securities a greater number of
      Registrable Securities held by other stockholders or warrant holders may be
      included in such registration (up to the maximum of any limitation imposed
      by
      the underwriters), then the Company shall offer to all stockholders or warrant
      holders who have included Registrable Securities in the registration the right
      to include additional Registrable Securities pursuant to the terms and
      limitations set forth herein in the same proportion used above in determining
      the underwriter limitation. 

     

    (d)  Other
      Registrations.
      Prior
      to the SEC Effective Date, the Company will not, without the prior written
      consent of the Majority Holder, file or request the acceleration of any other
      registration statement filed with the Commission, and during any time subsequent
      to the SEC Effective Date when the Registration Statement for any reason is
      not
      available for use by any Holder for the resale of any Registrable Securities,
      the Company shall not, without the prior written consent of the Majority Holder,
      file any other registration statement or any amendment thereto with the
      Commission under the Securities Act or request the acceleration of the
      effectiveness of any other registration statement previously filed with the
      Commission, other than (i) any registration statement on Form S-8 or Form S-4
      and (ii) any registration statement or amendment which the Company is required
      to file or as to which the Company is required to request acceleration pursuant
      to any obligation in effect on the date of execution and delivery of this
      Agreement.

     

    4.  Registration
      Procedures.
      The
      Company will keep each Holder reasonably advised as to the filing and
      effectiveness of the Registration Statement. At its expense with respect to
      the
      Registration Statement, the Company will:

     

    (a)  prepare
      and file with the Commission with respect to the Registrable Securities, a
      registration statement on Form SB-2, or any other form for which the Company
      then qualifies or which counsel for the Company shall deem appropriate and
      which
      form shall be available for the sale of the Registrable Securities in accordance
      with the intended methods of distribution thereof, and use its commercially
      reasonable efforts to cause such registration statement to become and remain
      effective for a period of two years or for such shorter period ending on the
      earlier to occur of (i) the sale of all Registrable Securities and (ii) the
      availability under Rule 144(k) for the Holder to sell the Registrable Securities
      (in either case, the “Effectiveness
      Period”);

     

    
      
        
        

      

      
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    (b)  if
      a
      registration statement is subject to review by the Commission, promptly respond
      to all comments and diligently pursue resolution of any comments to the
      satisfaction of the Commission;

     

    (c)  prepare
      and file with the Commission such amendments and supplements to such
      registration statement and the prospectus used in connection therewith as may
      be
      necessary to keep such registration statement effective during the Effectiveness
      Period;

     

    (d)  furnish,
      without charge, to the Holder of Registrable Securities covered by such
      registration statement (i) a reasonable number of copies of such registration
      statement (including any exhibits thereto other than exhibits incorporated
      by
      reference), each amendment and supplement thereto as the Holder may reasonably
      request, (ii) such number of copies of the prospectus included in such
      registration statement (including each preliminary prospectus and any other
      prospectus filed under Rule 424 under the Securities Act) as the Holder may
      reasonably request, in conformity with the requirements of the Securities Act,
      and (iii) such other documents as the Holder may require to consummate the
      disposition of the Registrable Securities owned by the Holder, but only during
      the Effectiveness Period;

     

    (e)  use
      its
      commercially reasonable best efforts to register or qualify such registration
      under such other applicable securities or blue sky laws of such jurisdictions
      as
      the Holder of Registrable Securities covered by such registration statement
      reasonably requests and as may be necessary for the marketability of the
      Registrable Securities (such request to be made by the time the applicable
      registration statement is deemed effective by the Commission) and do any and
      all
      other acts and things necessary to enable such Holder to consummate the
      disposition in such jurisdictions of the Registrable Securities owned by such
      Holder; provided,
      however,
      that
      the Company shall not be required to (i) qualify generally to do business in
      any
      jurisdiction where it would not otherwise be required to qualify but for this
      paragraph, (ii) subject itself to taxation in any such jurisdiction, or (iii)
      consent to general service of process in any such jurisdiction;

     

    (f)  as
      promptly as practicable after becoming aware of such event, notify the Holder
      of
      Registrable Securities, the disposition of which requires delivery of a
      prospectus relating thereto under the Securities Act, of the happening of any
      event, which comes to the Company’s attention, that will after the occurrence of
      such event cause the prospectus included in such registration statement, if
      not
      amended or supplemented, to contain an untrue statement of a material fact
      or an
      omission to state a material fact required to be stated therein or necessary
      to
      make the statements therein not misleading and the Company shall promptly
      thereafter prepare and furnish to such Holder a supplement or amendment to
      such
      prospectus (or prepare and file appropriate reports under the Exchange Act)
      so
      that, as thereafter delivered to the purchasers of such Registrable Securities,
      such prospectus shall not contain an untrue statement of a material fact or
      omit
      to state any material fact required to be stated therein or necessary to make
      the statements therein not misleading, unless suspension of the use of such
      prospectus otherwise is authorized herein or in the event of a Blackout Period,
      in which case no supplement or amendment need be furnished (or Exchange Act
      filing made) until the termination of such suspension or Blackout Period;


     

    
      
        
        

      

      
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    (g)  comply,
      and continue to comply during the Effectiveness Period, in all material respects
      with the Securities Act and the Exchange Act and with all applicable rules
      and
      regulations of the Commission with respect to the disposition of all securities
      covered by such registration statement;

     

    (h)  as
      promptly as practicable after becoming aware of such event, notify the Holder
      of
      Registrable Securities being offered or sold pursuant to the Registration
      Statement of the issuance by the Commission of any stop order or other
      suspension of effectiveness of the Registration Statement;

     

    (i)  use
      its
      best efforts to cause all the Registrable Securities covered by the Registration
      Statement to be quoted on the NASD OTC Bulletin Board or quoted or listed on
      such other principal securities market on which securities of the same class
      or
      series issued by the Company are then listed or traded; 

     

    (j)  provide
      a
      transfer agent and registrar, which may be a single entity, for the shares
      of
      Common Stock at all times;

     

    (k)  cooperate
      with the Holder of Registrable Securities being offered pursuant to the
      Registration Statement to issue and deliver, or cause its transfer agent to
      issue and deliver, certificates representing Registrable Securities to be
      offered pursuant to the Registration Statement within a reasonable time after
      the delivery of certificates representing the Registrable Securities to the
      transfer agent or the Company, as applicable, and enable such certificates
      to be
      in such denominations or amounts as the Holder may reasonably request and
      registered in such names as the Holder may request;

     

    (l)  during
      the Effectiveness Period, refrain from bidding for or purchasing any Common
      Stock or any right to purchase Common Stock or attempting to induce any person
      to purchase any such security or right if such bid, purchase or attempt would
      in
      any way limit the right of the Holder to sell Registrable Securities by reason
      of the limitations set forth in Regulation M under the Exchange Act;
      and

     

    (m)  take
      all
      other reasonable actions necessary to expedite and facilitate the disposition
      by
      the Holder of the Registrable Securities pursuant to the Registration
      Statement.

     

    5.  Suspension
      of Offers and Sales.
      The
      Holder agrees that, upon receipt of any notice from the Company of the happening
      of any event of the kind described in Section 4(f) hereof or of the commencement
      of a Blackout Period, such Holder shall discontinue the disposition of
      Registrable Securities included in the Registration Statement until such
      Holder’s receipt of the copies of the supplemented or amended prospectus
      contemplated by Section 4(f) hereof or notice of the end of the Blackout Period,
      and, if so directed by the Company, such Holder shall deliver to the Company
      (at
      the Company’s expense) all copies (including, without limitation, any and all
      drafts), other than permanent file copies, then in such Holder’s possession, of
      the prospectus covering such Registrable Securities current at the time of
      receipt of such notice.

     

    
      
        
        

      

      
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    6.  Registration
      Expenses.
      The
      Company shall pay all expenses in connection with any registration obligation
      provided herein, including, without limitation, all registration, filing, stock
      exchange fees, printing expenses, all fees and expenses of complying with
      securities or blue sky laws, and the fees and disbursements of counsel for
      the
      Company and of its independent accountants; provided that, in any underwritten
      registration, each party shall pay for its own underwriting discounts and
      commissions and transfer taxes. Except as provided in this Section and Section
      9, the Company shall not be responsible for the expenses of any attorney or
      other advisor employed by a Holder.

     

    7.  Assignment
      of Rights.
      No
      Holder may assign its rights under this Agreement to any party without the
      prior
      written consent of the Company; provided,
      however,
      that a
      Holder may assign its rights under this Agreement without such consent to a
      Permitted Assignee as long as (a) such transfer or assignment is effected in
      accordance with applicable securities laws; (b) such transferee or assignee
      agrees in writing to become subject to the terms of this Agreement; and (c)
      the
      Company is given written notice by such Holder of such transfer or assignment,
      stating the name and address of the transferee or assignee and identifying
      the
      Registrable Securities with respect to which such rights are being transferred
      or assigned.

     

    8.  Information
      by Holder.
      Holder
      included in any registration shall furnish to the Company such information
      as
      the Company may reasonable request in writing regarding such Holder and the
      distribution proposed by such Holder.

     

    9.  Indemnification.

     

    (a)  In
      the
      event of the offer and sale of Registrable Securities under the Securities
      Act,
      the Company shall, and hereby does, indemnify and hold harmless, to the fullest
      extent permitted by law, the Holder, its directors, officers, partners, each
      other person who participates as an underwriter in the offering or sale of
      such
      securities, and each other person, if any, who controls or is under common
      control with such Holder or any such underwriter within the meaning of Section
      15 of the Securities Act, against any losses, claims, damages or liabilities,
      joint or several, and expenses to which the Holder or any such director,
      officer, partner or underwriter or controlling person may become subject under
      the Securities Act or otherwise, insofar as such losses, claims, damages,
      liabilities or expenses (or actions or proceedings, whether commenced or
      threatened, in respect thereof) arise out of or are based upon any untrue
      statement of any material fact contained in any Registration Statement prepared
      and filed by the Company under which shares of Registrable Securities were
      registered under the Securities Act, any preliminary prospectus, final
      prospectus or summary prospectus contained therein, or any amendment or
      supplement thereto, or any omission to state therein a material fact required
      to
      be stated therein or necessary to make the statements therein in light of the
      circumstances in which they were made not misleading, and the Company shall
      reimburse the Holder, and each such director, officer, partner, underwriter
      and
      controlling person for any legal or any other expenses reasonably incurred
      by
      them in connection with investigating, defending or settling any such loss,
      claim, damage, liability, action or proceeding; provided that the Company shall
      not be liable in any such case (i) to the extent that any such loss, claim,
      damage, liability (or action or proceeding in respect thereof) or expense arises
      out of or is based upon an untrue statement in or omission from such
      registration statement, any such preliminary prospectus, final prospectus,
      summary prospectus, amendment or supplement in reliance upon and in conformity
      with written information furnished to the Company through an instrument duly
      executed by or on behalf of such Holder specifically stating that it is for
      use
      in the preparation thereof or (ii) if the person asserting any such loss, claim,
      damage, liability (or action or proceeding in respect thereof) who purchased
      the
      Registrable Securities that are the subject thereof did not receive a copy
      of an
      amended preliminary prospectus or the final prospectus (or the final prospectus
      as amended or supplemented) at or prior to the written confirmation of the
      sale
      of such Registrable Securities to such person because of the failure of such
      Holder or underwriter to so provide such amended preliminary or final prospectus
      and the untrue statement or omission of a material fact made in such preliminary
      prospectus was corrected in the amended preliminary or final prospectus (or
      the
      final prospectus as amended or supplemented). Such indemnity shall remain in
      full force and effect regardless of any investigation made by or on behalf
      of
      the Holder, or any such director, officer, partner, underwriter or controlling
      person and shall survive the transfer of such Registrable Securities by the
      Holder.

     

    
      
        
        

      

      
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    (b)  As
      a
      condition to including Registrable Securities in any Registration Statement
      filed pursuant to this Agreement, each Holder agrees to be bound by the terms
      of
      this Section 9 and to indemnify and hold harmless, to the fullest extent
      permitted by law, the Company, its directors and officers, and each other
      person, if any, who controls the Company within the meaning of Section 15 of
      the
      Securities Act, against any losses, claims, damages or liabilities, joint or
      several, to which the Company or any such director or officer or controlling
      person may become subject under the Securities Act or otherwise, insofar as
      such
      losses, claims, damages or liabilities (or actions or proceedings, whether
      commenced or threatened, in respect thereof) that arises out of or is based
      upon
      an untrue statement in or omission from such Registration Statement, any such
      preliminary prospectus, final prospectus, summary prospectus, amendment or
      supplement in reliance upon and in conformity with written information furnished
      to the Holder through an instrument duly executed by or on behalf of the Company
      specifically stating that it is for use in the preparation thereof, and such
      Holder shall reimburse the Company, and each such director, officer, and
      controlling person for any legal or other expenses reasonably incurred by them
      in connection with investigating, defending, or settling and such loss, claim,
      damage, liability, action, or proceeding; provided, however, that such indemnity
      agreement found in this Section 9 shall in no event exceed the gross proceeds
      from the offering received by such Holder. Such indemnity shall remain in full
      force and effect, regardless of any investigation made by or on behalf of the
      Company or any such director, officer or controlling person and shall survive
      the transfer by any Holder of such shares.

     

    (c)  Promptly
      after receipt by an indemnified party of notice of the commencement of any
      action or proceeding involving a claim referred to in this Section (including
      any governmental action), such indemnified party shall, if a claim in respect
      thereof is to be made against an indemnifying party, give written notice to
      the
      indemnifying party of the commencement of such action; provided that the failure
      of any indemnified party to give notice as provided herein shall not relieve
      the
      indemnifying party of its obligations under this Section, except to the extent
      that the indemnifying party is actually prejudiced by such failure to give
      notice. In case any such action is brought against an indemnified party, unless
      in the reasonable judgment of counsel to such indemnified party a conflict
      of
      interest between such indemnified and indemnifying parties may exist or the
      indemnified party may have defenses not available to the indemnifying party
      in
      respect of such claim, the indemnifying party shall be entitled to participate
      in and to assume the defense thereof, with counsel reasonably satisfactory
      to
      such indemnified party and, after notice from the indemnifying party to such
      indemnified party of its election so to assume the defense thereof, the
      indemnifying party shall not be liable to such indemnified party for any legal
      or other expenses subsequently incurred by the latter in connection with the
      defense thereof, unless in such indemnified party’s reasonable judgment a
      conflict of interest between such indemnified and indemnifying parties arises
      in
      respect of such claim after the assumption of the defenses thereof or the
      indemnifying party fails to defend such claim in a diligent manner, other than
      reasonable costs of investigation. Neither an indemnified nor an indemnifying
      party shall be liable for any settlement of any action or proceeding effected
      without its consent. No indemnifying party shall, without the consent of the
      indemnified party, consent to entry of any judgment or enter into any
      settlement, which does not include as an unconditional term thereof the giving
      by the claimant or plaintiff to such indemnified party of a release from all
      liability in respect of such claim or litigation. Notwithstanding anything
      to
      the contrary set forth herein, and without limiting any of the rights set forth
      above, in any event any party shall have the right to retain, at its own
      expense, counsel with respect to the defense of a claim.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (d)  In
      the
      event that an indemnifying party does not or is not permitted to assume the
      defense of an action pursuant to Sections 9(c) or in the case of the expense
      reimbursement obligation set forth in Sections 9(a) and (b), the indemnification
      required by Sections 9(a) and (b) hereof shall be made by periodic payments
      of
      the amount thereof during the course of the investigation or defense, as and
      when bills received or expenses, losses, damages, or liabilities are
      incurred.

     

    (e)  If
      the
      indemnification provided for in this Section is held by a court of competent
      jurisdiction to be unavailable to an indemnified party with respect to any
      loss,
      liability, claim, damage or expense referred to herein, the indemnifying party,
      in lieu of indemnifying such indemnified party hereunder, shall (i) contribute
      to the amount paid or payable by such indemnified party as a result of such
      loss, liability, claim, damage or expense as is appropriate to reflect the
      proportionate relative fault of the indemnifying party on the one hand and
      the
      indemnified party on the other (determined by reference to, among other things,
      whether the untrue or alleged untrue statement of a material fact or omission
      relates to information supplied by the indemnifying party or the indemnified
      party and the parties’ relative intent, knowledge, access to information and
      opportunity to correct or prevent such untrue statement or omission), or (ii)
      if
      the allocation provided by clause (i) above is not permitted by applicable
      law
      or provides a lesser sum to the indemnified party than the amount hereinafter
      calculated, not only the proportionate relative fault of the indemnifying party
      and the indemnified party, but also the relative benefits received by the
      indemnifying party on the one hand and the indemnified party on the other,
      as
      well as any other relevant equitable considerations. No indemnified party guilty
      of fraudulent misrepresentation (within the meaning of Section 11(f) of the
      Securities Act) shall be entitled to contribution from any indemnifying party
      who was not guilty of such fraudulent misrepresentation.

     

    (f)  Other
      Indemnification.
      Indemnification similar to that specified in this Section (with appropriate
      modifications) shall be given by the Company and each Holder of Registrable
      Securities with respect to any required registration or other qualification
      of
      securities under any federal or state law or regulation or governmental
      authority other than the Securities Act.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    10.  Rule
      144.
      For
      a
      period of at least 24 months following the Closing Date,
      the
      Company will use its commercially reasonable best efforts to timely file all
      reports required to be filed by the Company after the date hereof under the
      Securities Act and the Exchange Act and the rules and regulations adopted by
      the
      Commission thereunder, and if the Company is not required to file reports
      pursuant to such sections, it will prepare and furnish to the Purchasers and
      make publicly available in accordance with Rule 144(c) such information as
      is
      required for the Purchasers to sell shares of Common Stock under Rule
      144.

     

    11.  Miscellaneous.

     

    (a)  Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York and the United States of America, both substantive and
      remedial, without regard to New York conflicts of law principles. Any
      judicial proceeding brought against either of the parties to this agreement
      or
      any dispute arising out of this Agreement or any matter related hereto shall
      be
      brought in the courts of the State of New York, New York County, or in the
      United States District Court for the Southern District of New York and, by
      its
      execution and delivery of this agreement, each party to this Agreement accepts
      the jurisdiction of such courts. The foregoing consent to jurisdiction shall
      not
      be deemed to confer rights on any person other than the parties to this
      Agreement.

     

    (b)  Successors
      and Assigns.
      Except
      as otherwise provided herein, the provisions hereof shall inure to the benefit
      of, and be binding upon, the successors, Permitted Assigns, executors and
      administrators of the parties hereto. In the event the Company merges with,
      or
      is otherwise acquired by, a direct or indirect subsidiary of a publicly traded
      company, the Company shall condition the merger or acquisition on the assumption
      by such parent company of the Company’s obligations under this Agreement.


     

    (c)  Entire
      Agreement.
      This
      Agreement constitutes the full and entire understanding and agreement between
      the parties with regard to the subjects hereof.

     

    (d)  Notices,
      etc.
      All
      notices or other communications which are required or permitted under this
      Agreement shall be in writing and sufficient if delivered by hand, by facsimile
      transmission, by registered or certified mail, postage pre-paid, by electronic
      mail, or by courier or overnight carrier, to the persons at the addresses set
      forth below (or at such other address as may be provided hereunder), and shall
      be deemed to have been delivered as of the date so delivered: 

     

    if
      to the
      Company to:

    


    Blacksands
      Petroleum, Inc.

    Suite
      1250, 645 7th
      Avenue
      SW

    Calgary,
      Alberta Canada T2P 4G8

    Attn:
      Darren R. Stevenson, CEO

    Facsimile:
      416-359-7801

    


    If
      to
      Holder:  

    


    Reginald
      Burden

    35
      Boardwalk Drive

    Toronto,
      ON, M4L 3Y8

    


    or
      at
      such other address as any party shall have furnished to the other parties in
      writing.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    (e)  Delays
      or Omissions.
      No
      delay or omission to exercise any right, power or remedy accruing to any Holder,
      upon any breach or default of the Company under this Agreement, shall impair
      any
      such right, power or remedy of such Holder nor shall it be construed to be
      a
      waiver of any such breach or default, or an acquiescence therein, or of or
      in
      any similar breach or default thereunder occurring; nor shall any waiver of
      any
      single breach or default be deemed a waiver of any other breach or default
      theretofore or thereafter occurring. Any waiver, permit, consent or approval
      of
      any kind or character on the part of any Holder of any breach or default under
      this Agreement, or any waiver on the part of any Holder of any provisions or
      conditions of this Agreement, must be in writing and shall be effective only
      to
      the extent specifically set forth in such writing. All remedies, either under
      this Agreement, or by law or otherwise afforded to any holder, shall be
      cumulative and not alternative.

     

    (f)  Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      enforceable against the parties actually executing such counterparts, and all
      of
      which together shall constitute one instrument. In the event that any signature
      is delivered by facsimile transmission, such signature shall create a valid
      and
      binding obligation of the party executing (or on whose behalf such signature
      is
      executed) with the same force and effect as if such facsimile signature page
      were an original thereof.

     

    (g)  Severability.
      In the
      case any provision of this Agreement shall be invalid, illegal or unenforceable,
      the validity, legality and enforceability of the remaining provisions shall
      not
      in any way be affected or impaired thereby.

     

    (h)  Amendments.
      The
      provisions of this Agreement may be amended at any time and from time to time,
      and particular provisions of this Agreement may be waived, with and only with
      an
      agreement or consent in writing signed by the Company and the Majority Holder.
      The Purchasers acknowledge that by the operation of this Section, the Majority
      Holder may have the right and power to diminish or eliminate all rights of
      the
      Purchasers under this Agreement.

     

    (i)  Limitation
      on Subsequent Registration Rights.
      After
      the date of this Agreement, the Company shall not, without the prior written
      consent of the Majority Holder, enter into any agreement with any holder or
      prospective holder of any securities of the Company that would grant such holder
      registration rights senior to those granted to the Holder
      hereunder.

     

    [SIGNATURE
      PAGES FOLLOW]

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    This
      Registration Rights Agreement is hereby executed as of the date first above
      written.

     

    
      	 	 	 
	 	
              BLACKSANDS
                PETROLEUM,
                INC.

            
	 
 	 
 	 
 
	
            	By:  	/s/
              Darren R. Stevenson 
	 	
              
Name: Darren
              R. Stevenson
	 	Its: President
              and Chief Executive Officer


    

    
       

      
        	 	 	 
	
              	By:  	/s/
                Rick
                Wilson 
	 	
                
Name: Rick
                Wilson
	 	Its: Vice
                President


      

      
        
           

          
            	 	 	 
	
                  	       	/s/
                    H.
                    Reg. F. Burden
	 	
                    
H.
                    Reginald F.
                    Burden


          

        

      

    

     

    
      
        
        

      

      
        13