Unassociated Document


     

    TERMINATION
      AND RESCISSION AGREEMENT 

     

    THIS
      AGREEMENT
      is made
      as of the 1st day of July, 2008

     

    BETWEEN:
      

    TAMM
      OIL AND GAS CORP.,
      a
      Nevada company having an office for business located at 460 734, 7 Avenue SW,
      Calgary, AB V7K 2R3 Canada

    (“Tamm”)
      

    AND:
      

    LB
      (SWISS) PRIVATE BANK LTD., of
      Börsenstrasse 16, Postfach, CH-8022 Zurich, Switzerland, 

    (the
      “Shareholder”)
      

     

    WHEREAS:
      

    A.
      The
      parties entered into a Share Exchange Agreement effective as of December 27,
      2007 (the “Original Agreement”) pursuant to which the Shareholder transferred
      shares of Deep Well Oil & Gas, Inc. (“DWOG”) to Tamm in exchange for the
      issuance by Tamm of Tamm shares; and

     

    B.
      The
      parties have determined that is in their mutual interest to terminate the
      Original Agreement and rescind the transactions consummated thereunder with
      the
      same effect as if the Original Agreement had never been executed and delivered
      and such transactions had never been consummated.

     

    NOW
      THEREFORE THIS AGREEMENT WITNESSES that
      in
      consideration of covenants and agreements set forth herein and other good and
      valuable consideration, the receipt and sufficiency of which is hereby
      acknowledged, the parties hereto agree each with the other as
      follows:

     

    
      	 	
              1.

            	
              The
                Original Agreement and the transactions consummated thereunder were
                in
                full compliance with all applicable laws and each party acknowledges
                and
                agrees that it has no claims against the other party arising out
                of the
                Original Agreement or the transactions consummated thereunder. Neither
                this Agreement nor the performance of the transactions contemplated
                hereby
                shall be construed as an admission of any illegality of the Original
                Agreement or the transactions contemplated
                thereby.

            


    

     

    
      	 	
              2.

            	
              The
                parties hereby agree to terminate the Original Agreement and rescind
                the
                transactions consummated thereunder solely because they have determined
                that is in their mutual business interests as well as in the interests
                of
                Tamm, DWOG, and their respective stockholders.


            


    

     

    
      	 	
              3.

            	
              Neither
                the Original Agreement and the transactions consummated thereunder
                nor
                this Agreement and the transactions contemplated hereby were solicited
                based on any general or public solicitation, advertisement, announcement,
                or offer. All of such agreements and transactions were negotiated
                by the
                parties privately and voluntarily.

            


    

     

    
      	 	
              4.

            	
              As
                soon as reasonably practicable, each party will take all such actions
                as
                are reasonably required to return to the other party all of the shares
                transferred by such other party pursuant to the Original Agreement
                such
                that each party shall be returned to the same position as if the
                Original
                Agreement were never executed, delivered, or
                performed.

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      	 	
              5.

            	
              Except
                for performance of this Agreement, neither party shall have any obligation
                or liability to or claims against the other party arising out of
                the
                Original Agreement, this Agreement, or the transactions contemplated
                thereby or hereby and except for performance of this Agreement, any
                and
                all such obligations, liabilities, and claims, whether now or hereafter
                known or existing, are irrevocably released and waived in all respects.
                

            


    

     

    
      	 	
              6.

            	
              Each
                party represents and warrants to the other party as follows:
                

            


    

     

    
      	 	
              (a)

            	
              It
                has all requisite power and authority to execute and deliver this
                Agreement and any other document contemplated by this Agreement and
                to
                perform its obligations hereunder and to consummate the transactions
                contemplated hereby. No other corporate or other proceedings on the
                part
                of such party is necessary to authorize such documents or to consummate
                the transactions contemplated hereby. This Agreement has been, and
                any
                further documents will when executed and delivered by such party
                as
                contemplated by this Agreement will be, duly executed and delivered
                by
                such party and this Agreement is, and the other such other documents
                will
                when executed and delivered as contemplated hereby will be, valid
                and
                binding obligations of such party enforceable in accordance with
                their
                respective terms except as limited by applicable bankruptcy, insolvency,
                and other laws of general application affecting enforcement of creditors
                rights and laws relating the availability of equitable
                remedies.

            


    

     

    
      	 	
              (b)

            	
              Immediately
                prior to transfer of the shares to the other party pursuant to this
                agreement, such party shall be the legal and beneficial owner of
                the
                shares to be transferred hereunder and such party shall transfer
                to the
                other party such shares free and clear of all liens, restrictions,
                covenants or adverse claims of any kind or character except the lawsuit
                filed by DWOG against Tamm with respect to the Original Agreement
                and the
                transactions consummated
                thereunder.

            


    

     

    
      	 	
              (c)

            	
              Such
                party is aware of the risks associated with the transactions contemplated
                by this Agreement, evaluated such risks, and has had the opportunity
                to
                ask questions of and receive answers from and to receive information
                from
                the other party regarding the transactions contemplated hereby.
                

            


    

     

    
      	 	
              (d)

            	
              Neither
                the execution, delivery and performance of this Agreement, nor the
                consummation of the transactions contemplated hereby will: conflict
                with,
                result in a violation of, cause a default under (with or without
                notice,
                lapse of time or both) or give rise to a right of termination, amendment,
                cancellation or acceleration of any obligation contained in or the
                loss of
                any material benefit under, or result in the creation of any lien,
                security interest, charge or encumbrance upon any of the material
                properties or assets of such party under any term, condition or provision
                of any loan or credit agreement, note, debenture, bond, mortgage,
                indenture, lease or other agreement, instrument, permit, license,
                judgment, order, decree, statute, law, ordinance, rule or regulation
                applicable to such party or any of its material property or assets;
                or
                violate any provision of the applicable incorporation or charter
                documents
                of such party.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	 	
              7.

            	
              The
                parties shall comply with any securities laws requirements or restrictions
                which may be applicable to the shares returned to them pursuant to
                this
                Agreement.

            


    

     

    
      	 	
              8.

            	
              This
                Agreement may not be amended except by an instrument in writing signed
                by
                each of the parties. Each
                party to this Agreement will bear its respective expenses incurred
                in
                connection with the preparation, execution, and performance of this
                Agreement and the transactions contemplated hereby, including all
                fees and
                expenses of agents, representatives, counsel, and accountants. This
                Agreement, and the other documents in connection with this transaction
                contain the entire agreement between the parties with respect to
                the
                subject matter hereof and supersede all prior arrangements and
                understandings, both written and oral, expressed or implied, with
                respect
                thereto. Any preceding correspondence or offers are expressly superseded
                and terminated by this Agreement. All notices and other communications
                required or permitted under this Agreement must be in writing and
                will be
                deemed given if sent by personal delivery, faxed with electronic
                confirmation of delivery, internationally-recognized express courier
                or
                registered or certified mail (return receipt requested), postage
                prepaid,
                to the parties at the following addresses (or at such other address
                for a
                party as will be specified by like notice):


            


    

     

    If
      to the
      Shareholder:

     

    The
      Shareholder’s address provided in the listing of the parties at the beginning of
      this Agreement. 

     

    If
      to
      Tamm: 

     

    Tamm
      Oil
      and Gas Corp. 

    Attention:
      Sean
      Dickenson 

    460
      734,
      7 Avenue SW, Calgary, AB V7K 2R3 Canada 

    Telephone:
      403-975-9399 

    Fax:
      604.986 -9091 

     

    All
      such
      notices and other communications will be deemed to have been received: in the
      case of personal delivery, on the date of such delivery; in the case of a fax,
      when the party sending such fax has received electronic confirmation of its
      delivery; in the case of delivery by internationally-recognized express courier,
      on the business day following dispatch; and in the case of mailing, on the
      fifth
      business day following mailing.

    
       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

    

    The
      headings contained in this Agreement are for convenience purposes only and
      will
      not affect in any way the meaning or interpretation of this Agreement. This
      Agreement is and will only be construed as for the benefit of or enforceable
      by
      those persons party to this Agreement. This Agreement may not be assigned
      (except by operation of law) by any party without the consent of the other
      parties. This Agreement will be governed by and construed in accordance with
      the
      laws of the State of Nevada applicable to contracts made and to be performed
      therein. The language used in this Agreement will be deemed to be the language
      chosen by the parties to express their mutual intent, and no rule of strict
      construction will be applied against any party. All references to any party
      will
      be read with such changes in number and gender as the context or reference
      requires. This Agreement may be executed in one or more counterparts, all of
      which will be considered one and the same agreement and will become effective
      when one or more counterparts have been signed by each of the parties and
      delivered to the other parties, it being understood that all parties need not
      sign the same counterpart. This Agreement may be executed by delivery of
      executed signature pages by fax and such fax execution will be effective for
      all
      purposes. The Shareholder confirms that it has sought and obtained independent
      legal advice prior to execution of this Agreement and cannot and do not rely
      on
      the representations of Tamm or its advisors respecting the legal effects of
      this
      Agreement.

     

    IN
      WITNESS WHEREOF the
      parties hereto have executed this Agreement as of the day and year first above
      written. 

     

    TAMM
      OIL AND GAS CORP. 

     

    Per:        
      _________________

                  
      Authorized Signatory 

                  
      Name: 

                  
      Title: 

     

    STOCKHOLDER
      

     

    LB
      (SWISS) PRIVATE BANK LTD.

     

    Per:        
      _________________

                  
      Authorized Signatory 

                  
      Name: 

                  
      Title: 

     

    Per:        
      _________________

                  
      Authorized Signatory

                  
      Name: 

                  
      Title: 

     

    
      
        
        

      

      
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