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:
        

      RAHN
        & BODMER, of
        Talstrasse 15, 8001 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.

              


      


      
        
          
          

        

        
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                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.

       

      
        
           

        

        
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      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
        

       

      RAHN
        & BODMER 

       

      Per:        
        _________________

                    
        Authorized Signatory 

                    
        Name: 

                    
        Title: 

       

      Per:        
        _________________

                    
        Authorized Signatory 

                    
        Name: 

                    
        Title: 


      
        
          
          

        

        
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