Filed by Automated Filing Services Inc. (604) 609-0244 - Tamm Oil and Gas Corp. - Exhibit 10.1






SHARE EXCHANGE AGREEMENT 

THIS AGREEMENT is made effective as of the ___ day of
December, 2007

AMONG: 


  
    
      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, A SHAREHOLDER OF DEEP WELL OIL & GAS, INC. (“DWOG”)
        

      (the “Selling Shareholder”) 

    

  



WHEREAS: 

A.        The Selling
Shareholder is the registered and beneficial owner of 4,646,215 issued and
outstanding common shares in the capital of DWOG; 

B.        Tamm has agreed to
issue 4,646,215 common shares in the capital of Tamm to the Selling Shareholder
as consideration for the purchase, by Tamm, of 4,646,215 issued and outstanding
common shares of DWOG held by the Selling Shareholder (the “DWOG Shares”); and


C.        Upon the terms and
subject to the conditions set forth in this Agreement, the Selling Shareholder
has agreed to sell all of the DWOG Shares held by the Selling Shareholder to
Tamm in exchange for common shares of Tamm. 

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. 	
      DEFINITIONS

	 	 
	1.1 	
      Definitions. The following terms have the
      following meanings, unless the context indicates
  otherwise:




	 	(a) 	
      “Agreement” shall mean this Agreement, and all the
      exhibits, schedules and other documents attached to or referred to in this
      Agreement, and all amendments and supplements, if any, to this
      Agreement;

	 	 	 
	 	(b) 	
      “Closing” shall mean the completion of the
      Transaction, in accordance with Section 5 hereof, at which time the
      Closing Documents shall be exchanged by the parties, except for those
      documents or other items specifically required to be exchanged at a later
      time;

	 	 	 
	 	(c) 	
      “Closing Date” shall mean on or prior to December
      31, 2007, unless otherwise agreed by the parties
hereto;








	 	(d) 	
      “Closing Documents” shall mean the papers,
      instruments and documents required to be executed and delivered at the
      Closing pursuant to this Agreement;

	 	 	 
	 	(e) 	
      “Exchange Act” shall mean the United States
      Securities Exchange Act of 1934, as amended;

	 	 	 
	 	(f) 	
      “DWOG Shares” shall have the meaning ascribed to
      such term in recital B above;

	 	 	 
	 	(g) 	
      “GAAP” shall mean United States generally accepted
      accounting principles applied in a manner consistent with prior
      periods;

	 	 	 
	 	(h) 	
      “Tamm Shares” shall mean those 4,646,215 fully
      paid and non-assessable common shares of Tamm to be issued at a deemed
      price of $0.001 per share to the Selling Shareholder by Tamm on the
      Closing Date;

	 	 	 
	 	(i) 	
      “Non-U.S. Shareholder Certificate” shall mean the
      Non-U.S. Shareholder Certificate attached as Schedule 1;

	 	 	 
	 	(j) 	
      “SEC” shall mean the United States Securities and
      Exchange Commission;

	 	 	 
	 	(k) 	
      “Securities Act” shall mean the United States
      Securities Act of 1933, as amended; and

	 	 	 
	 	(l) 	
      “Transaction” shall mean the purchase of the DWOG
      Shares by Tamm from the Selling Shareholder in consideration for the
      issuance of the Tamm Shares.




	1.2 	
      Schedules. The following schedules are attached to
      and form part of this Agreement:



Schedule 1
-                
Non-U.S. Shareholder Certificate 

	1.3 	
      Currency. All dollar amounts referred to in this
      Agreement are in United States funds, unless expressly stated
      otherwise.

	 	 
	2. 	
      THE OFFER, PURCHASE AND SALE OF SHARES

	 	 
	2.1 	
      Offer, Purchase and Sale of Shares. Subject to the
      terms and conditions of this Agreement, the Selling Shareholder hereby
      covenants and agrees to sell, assign and transfer to Tamm, and Tamm hereby
      covenants and agrees to purchase from the Selling Shareholder the DWOG
      Shares.

	 	 
	2.2 	
      Consideration. As consideration for the sale of
      the DWOG Shares by the Selling Shareholder, Tamm shall allot and issue the
      Tamm Shares to the Selling Shareholder on the basis of one Tamm Share for
      each one DWOG Share held by the Selling Shareholder. The Selling
      Shareholder acknowledges and agrees that the Tamm Shares are being issued
      pursuant to a safe harbor from the prospectus and registration
      requirements of the Securities Act. The Selling Shareholder agrees to
      abide by all applicable resale restrictions and hold periods imposed by
      all applicable securities legislation. All certificates representing the
      Tamm Shares issued on Closing to the Selling Shareholder who is a U.S.
      person, as defined by Regulation S of the Securities Act will be endorsed
      with the following legend pursuant to the Securities Act in order to
      reflect the fact that the Tamm Shares are restricted securities and will
      be issued to the Selling Shareholder pursuant to a safe harbor from the
      registration requirements of the Securities Act:




  
    
      “THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED
        IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS 

    

  



2 





  
    
      DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED
        STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).
      

      NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED
        UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO
        REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE
        UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE
        WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN
        EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN
        AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
        REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH
        APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING
        THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933
        ACT. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED
        BY REGULATION S UNDER THE 1933 ACT.” 

    

  



	2.3 	
      Share Exchange Procedure. On Closing, the Selling
      Shareholder will: (i) exchange his, her or its share certificate
      representing the DWOG Shares by delivering such certificate to Tamm duly
      executed and endorsed in blank (or accompanied by duly executed stock
      powers duly endorsed in blank), in each case in proper form for transfer,
      with signatures guaranteed, and, if applicable, with all stock transfer
      and any other required documentary stamps affixed thereto and with
      appropriate instructions; or (ii) if the Selling Shareholder holds the
      DWOG Shares beneficially in book entry form in an account with the
      Depository Trust Company (“DTC”), credit Tamm’s balance account with DTC
      thorough the Fast Automated Securities Transfer Program or such other
      available transfer program, for the number of shares of DWOG entitled to
      be received by Tamm upon exchange of the Tamm Shares as contemplated in
      Section 2.2 above, to allow the transfer agent to issue certificates for
      the Tamm Shares to the Selling Shareholder together with a duly executed
      Non-U.S. Shareholder Certificate. Notwithstanding the foregoing, if the
      Selling Shareholder does not hold the DWOG Shares in certificate form,
      Tamm shall be entitled to accept the exchange of the DWOG Shares for Tamm
      Shares as contemplated in this Agreement in whatever form is acceptable to
      Tamm in its sole discretion.

	 	 
	2.4 	
      Closing Date. The Closing will take place, subject
      to the terms and conditions of this Agreement, on the Closing
  Date.

	 	 
	2.5 	
      Restricted Shares. The Selling Shareholder
      acknowledges that the Tamm Shares issued pursuant to the terms and
      conditions set forth in this Agreement will have such hold periods as are
      required under applicable securities laws and as a result may not be sold,
      transferred or otherwise disposed, except pursuant to an effective
      registration statement under the Securities Act, or pursuant to an
      exemption from, or in a transaction not subject to, the registration
      requirements of the Securities Act and in each case only in accordance
      with all applicable securities laws. The Selling Shareholder has sought
      and obtained independent legal advice as to the resale restrictions
      applicable in the jurisdiction of residence, and under U.S. securities
      laws generally. Tamm has not undertaken, and will have no obligation, to
      register any of the Tamm Shares under the Securities Act; provided,
      however, that Tamm will assist in providing legal opinions to the Selling
      Shareholder at the Selling Shareholder’ cost when the Selling Shareholder
      may resell its respective shares under Rule 144 promulgated under the
      Securities Act.



3 





	3. 	
      REPRESENTATIONS AND WARRANTIES OF THE SELLING
      SHAREHOLDER

	 	 	 
		
      The Selling Shareholder represents and warrants to Tamm,
      and acknowledge that Tamm is relying upon such representations and
      warranties, in connection with the execution, delivery and performance of
      this Agreement, notwithstanding any investigation made by or on behalf of
      Tamm, as follows:

	 	 	 
	3.1 	
      Authority. The Selling Shareholder has all
      requisite corporate power and authority to execute and deliver this
      Agreement and any other document contemplated by this Agreement
      (collectively, the “DWOG Documents”) to be signed by the Selling
      Shareholder and to perform its obligations hereunder and to consummate the
      transactions contemplated hereby. No other corporate or shareholder
      proceedings on the part of the Selling Shareholder is necessary to
      authorize such documents or to consummate the transactions contemplated
      hereby. This Agreement has been, and the other DWOG Documents when
      executed and delivered by DWOG as contemplated by this Agreement will be,
      duly executed and delivered by the Selling Shareholder and this Agreement
      is, and the other DWOG Documents when executed and delivered as
      contemplated hereby will be, valid and binding obligations of the Selling
      Shareholder enforceable in accordance with their respective terms
      except.

	 	 	 
	3.2 	
      Compliance.

	 	 	 
		(a) 	
      immediately prior to and at the Closing, each Selling
      Shareholder shall be the legal and beneficial owner of the DWOG Shares and
      on the Closing Date, the Selling Shareholder shall transfer to Tamm the
      DWOG Shares free and clear of all liens, restrictions, covenants or
      adverse claims of any kind or character;

	 	 	 
		(b) 	
      none of the Tamm Shares have been registered under the
      1933 Act, or under any state securities or "blue sky" laws of any state of
      the United States, and, unless so registered, may not be offered or sold
      in the United States or, directly or indirectly, to U.S. Persons, as that
      term is defined in Regulation S under the 1933 Act ("Regulation S"),
      except in accordance with the provisions of Regulation S, pursuant to an
      effective registration statement under the Securities Act, or pursuant to
      an exemption from, or in a transaction not subject to, the registration
      requirements of the Securities Act and in each case in accordance with
      applicable state and provincial securities laws;

	 	 	 
		(c) 	
      the decision to execute this Agreement and acquire the
      Tamm Shares hereunder has not been based upon any oral or written
      representation as to fact or otherwise made by or on behalf of Tamm, and
      such decision is based entirely upon a review of information (the receipt
      of which is hereby acknowledged) which has been filed by Tamm with the
      Securities and Exchange Commission (the "SEC");

	 	 	 
		(d) 	
      neither the SEC nor any other securities commission or
      similar regulatory authority has reviewed or passed on the merits of the
      Tamm Shares;

	 	 	 
		(e) 	
      there are risks associated with an investment in the Tamm
      Shares;

	 	 	 
		(f) 	
      the Selling Shareholder has not acquired the Tamm Shares
      as a result of, and will not itself engage in, any "directed selling
      efforts" (as defined in Regulation S under the Securities Act) in the
      United States in respect of the Tamm Shares which would include any
      activities undertaken for the purpose of, or that could reasonably be
      expected to have the effect of, conditioning the market in the United
      States for the resale of any of the



4 





	 		
      Tamm Shares; provided, however, that the Selling
      Shareholder may sell or otherwise dispose of the Tamm Shares pursuant to
      registration thereof under the Securities Act and any applicable state or
      provincial securities laws or under an exemption from such registration
      requirements;

	 	 	 
	 	(g) 	
      The Selling Shareholder and the Selling Shareholder’s
      advisor(s) have had a reasonable opportunity to ask questions of and
      receive answers from Tamm in connection with the distribution of the Tamm
      Shares hereunder, and to obtain additional information, to the extent
      possessed or obtainable without unreasonable effort or expense, necessary
      to verify the accuracy of the information about Tamm;

	 	 	 
	 	(h) 	
      Tamm will refuse to register any transfer of the Tamm
      Shares not made in accordance with the provisions of Regulation S,
      pursuant to an effective registration statement under the Securities Act
      or pursuant to an available exemption from the registration requirements
      of the Securities Act and in accordance with applicable state and
      provincial securities laws;

	 	 	 
	 	(i) 	
      the statutory and regulatory basis for the exemption
      claimed for the offer of the Securities, although in technical compliance
      with Regulation S, would not be available if the offering is part of a
      plan or scheme to evade the registration provisions of the Securities Act
      or any applicable state and provincial securities laws;

	 	 	 
	 	(j) 	
      the Selling Shareholder has been advised to consult their
      own legal, tax and other advisors with respect to the merits and risks of
      an investment in the Tamm Shares and with respect to applicable resale
      restrictions, and it is solely responsible (and Tamm is not in any way
      responsible) for compliance with: (i) any applicable laws of the
      jurisdiction in which the Purchaser is resident in connection with the
      distribution of the Tamm Shares hereunder, and (ii) applicable resale
      restrictions;

	 	 	 
	 	(k) 	
      the Selling Shareholder is not acquiring the Tamm Shares
      for the account or benefit of, directly or indirectly, any U.S.
    Person;

	 	 	 
	 	(l) 	
      The Selling Shareholder is not a U.S. Person;

	 	 	 
	 	(m) 	
      the Selling Shareholder are acquiring the Tamm Shares for
      investment only and not with a view to resale or distribution and, in
      particular, it has no intention to distribute either directly or
      indirectly any of the Tamm Shares in the United States or to U.S.
      Persons;

	 	 	 
	 	(n) 	
      the Selling Shareholder are outside the United States
      when receiving and executing this Agreement and are acquiring the Tamm
      Shares as principal for the Selling Shareholder's own account, for
      investment purposes only, and not with a view to, or for, resale,
      distribution or fractionalisation thereof, in whole or in part, and no
      other person has a direct or indirect beneficial interest in such
      securities;

	 	 	 
	 	(o) 	
      the Selling Shareholder understands and agrees that none
      of the Tamm Shares have been registered under the Securities Act, or under
      any state securities or "blue sky" laws of any state of the United States,
      and, unless so registered, may not be offered or sold in the United States
      or, directly or indirectly, to U.S. Persons except in accordance with the
      provisions of Regulation S, pursuant to an effective registration
      statement under the Securities Act, or pursuant to an exemption from, or
      in a transaction not subject to, the registration requirements of the
      Securities Act;



5 





	 	(p) 	
      the Selling Shareholder understands and agrees that
      offers and sales of any of the Tamm Shares prior to the expiration of a
      period of one year after the date of original issuance of the securities
      (the one year period hereinafter referred to as the "Distribution
      Compliance Period") shall only be made in compliance with the safe harbor
      provisions set forth in Regulation S, pursuant to the registration
      provisions of the Securities Act or an exemption therefrom, and that all
      offers and sales after the Distribution Compliance Period shall be made
      only in compliance with the registration provisions of the Securities Act
      or an exemption therefrom and in each case only in accordance with
      applicable state and provincial securities laws;

	 	 	 
	 	(q) 	
      the Selling Shareholder understand and agree not to
      engage in any hedging transactions involving any of the Tamm Shares unless
      such transactions are in compliance with the provisions of the Securities
      Act and in each case only in accordance with applicable state and
      provincial securities laws; and

	 	 	 
	 	(r) 	
      the Selling Shareholder is not aware of any advertisement
      of any of the Tamm Shares and is not acquiring the Tamm Shares as a result
      of any form of general solicitation or general advertising including
      advertisements, articles, notices or other communications published in any
      newspaper, magazine or similar media or broadcast over radio or
      television, or any seminar or meeting whose attendees have been invited by
      general solicitation or general advertising.




	4. 	
      REPRESENTATIONS AND WARRANTIES OF TAMM

	 	 	 
		
      Tamm represents and warrants to the Selling Shareholder
      and acknowledges that the Selling Shareholder is relying upon such
      representations and warranties in connection with the execution, delivery
      and performance of this Agreement, notwithstanding any investigation made
      by or on behalf of the Selling Shareholder, as follows:

	 	 	 
	4.1 	
      Organization and Good Standing. Tamm is duly
      incorporated, organized, validly existing and in good standing under the
      laws of the State of Nevada, and has all requisite corporate power and
      authority to own, lease and to carry on its business as now being
      conducted.

	 	 	 
	4.2 	
      Authority. Tamm has all requisite corporate power
      and authority to execute and deliver this Agreement and any other document
      contemplated by this Agreement (collectively, the “Tamm Documents”)
      to be signed by Tamm and to perform its obligations hereunder and to
      consummate the Transaction contemplated hereby. The execution and delivery
      of each of the Tamm Documents by Tamm and the consummation by Tamm of the
      Transaction contemplated hereby have been duly authorized by its board of
      directors and no other corporate or shareholder proceedings on the part of
      Tamm is necessary to authorize such documents or to consummate the
      Transaction contemplated hereby. This Agreement has been, and the other
      Tamm Documents when executed and delivered by Tamm as contemplated by this
      Agreement will be, duly executed and delivered by Tamm and this Agreement
      is, and the other Tamm Documents when executed and delivered by Tamm, as
      contemplated hereby will be, valid and binding obligations of Tamm
      enforceable in accordance with their respective terms, except:

	 	 	 
		(a) 	
      as limited by applicable bankruptcy, insolvency,
      reorganization, moratorium, and other laws of general application
      affecting enforcement of creditors’ rights generally;

	 	 	 
		(b) 	
      as limited by laws relating to the availability of
      specific performance, injunctive relief, or other equitable remedies;
      and



6 





	 	(c) 	
      as limited by public policy.



Capitalization of Tamm. The entire authorized capital
stock and other equity securities of Tamm consists of 91,500,000 shares of
common stock with a par value of $0.001 (the ”Tamm Common Stock”). All of
the issued and outstanding shares of Tamm Common Stock have been duly
authorized, are validly issued, were not issued in violation of any pre-emptive
rights and are fully paid and non-assessable, are not subject to pre-emptive
rights and were issued in full compliance with all federal, state, and local
laws, rules and regulations. Except as contemplated, pursuant to the
transactions listed in section 5.2 of this agreement and by this Agreement,
there are no outstanding options, warrants, subscriptions, phantom shares,
conversion rights, or other rights, agreements, or commitments obligating Tamm
to issue any additional shares of Tamm Common Stock, or any other securities
convertible into, exchangeable for, or evidencing the right to subscribe for or
acquire from Tamm any shares of Tamm Common Stock as of the date of this
Agreement. Except as required by applicable securities laws, there are no
agreements purporting to restrict the transfer of the Tamm Common Stock, no
voting agreements, voting trusts, or other arrangements restricting or affecting
the voting of the Tamm Common Stock other than those shares held by affiliates
of Tamm.

	4.3 	
      Non-Contravention. Neither the execution, delivery
      and performance of this Agreement, nor the consummation of this
      Transaction will:

	 	 	 
		(a) 	
      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 Tamm 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 Tamm or any of its material
      property or assets;

	 	 	 
		(b) 	
      violate any provision of the applicable incorporation or
      charter documents of Tamm; or

	 	 	 
		(c) 	
      violate any order, writ, injunction, decree, statute,
      rule, or regulation of any court or governmental or regulatory authority
      applicable to Tamm or any of its material property or assets.

	 	 	 
	4.4 	
      Validity of Tamm Common Stock Issuable upon the
      Transaction. The Tamm Shares to be issued to the Selling Shareholder
      upon consummation of the Transaction in accordance with this Agreement
      will, upon issuance, have been duly and validly authorized and, when so
      issued in accordance with the terms of this Agreement, will be duly and
      validly issued, fully paid and non- assessable.

	 	 	 
	4.5 	
      Filings, Consents and Approvals. Except as
      required by applicable securities laws, no filing or registration with, no
      notice to and no permit, authorization, consent, or approval of any public
      or governmental body or authority or other person or entity is necessary
      for the consummation by Tamm of the Transaction contemplated by this
      Agreement to continue to conduct its business after the Closing Date in a
      manner which is consistent with that in which it is presently
      conducted.

	 	 	 
	4.6 	
      Compliance.



7 





	 	(a) 	
      Tamm is acquiring the DWOG Shares for investment only and
      not with a view to resale or distribution and, in particular, it has no
      intention to distribute either directly or indirectly any of the DWOG
      Shares in the United States or to U.S. Persons;

	 	 	 
	 	(b) 	
      Tamm understands and agrees that none of the DWOG Shares
      have been registered under the Securities Act, or under any state
      securities or "blue sky" laws of any state of the United States, and,
      unless so registered, may not be offered or sold in the United States or,
      directly or indirectly, to U.S. Persons except pursuant to an effective
      registration statement under the Securities Act, or pursuant to an
      exemption from, or in a transaction not subject to, the registration
      requirements of the Securities Act;

	 	 	 
	 	(c) 	
      Tamm has not engaged in any active or widespread
      solicitation of security holders of DWOG in connection with its
      acquisition of the DWOG Shares;

	 	 	 
	 	(d) 	
      Tamm understands and acknowledges that (i) the DWOG
      Shares have not been registered under the Securities Act, are being sold
      as a restricted security as that term is defined in Rule 144 of the
      Securities Act in reliance upon an exemption from registration afforded by
      Section 4(2) and/or Regulation D of the Securities Act; and that such DWOG
      Shares have not been registered with any state securities commission or
      authority; and (ii) the DWOG Shares may not be transferred, sold or
      otherwise exchanged unless pursuant to registration under the Securities
      Act, or pursuant to an available exemption thereunder;

	 	 	 
	 	(e) 	
      Tamm is not aware of any advertisement of any of the DWOG
      Shares and are not acquiring the DWOG Shares as a result of any form of
      general solicitation or general advertising including advertisements,
      articles, notices or other communications published in any newspaper,
      magazine or similar media or broadcast over radio or television, or any
      seminar or meeting whose attendees have been invited by general
      solicitation or general advertising; and

	 	 	 
	 	(f) 	
      Tamm possesses the financial and business experience to
      make an informed decision to acquire the DWOG Shares and has had access to
      sufficient information relating to DWOG and its business operations which
      would be necessary to make an informed decision to purchase the DWOG
      Shares.




	4.7 	
      SEC Filings. Tamm has furnished or made available
      to the Selling Shareholder a true and complete copy of each report,
      schedule, registration statement and proxy statement filed by Tamm with
      the SEC (collectively, and as such documents have since the time of their
      filing been amended, the “Tamm SEC Documents”).

	 	 	 
	5. 	
      CLOSING CONDITIONS

	 	 	 
	5.1 	
      Conditions Precedent to Closing by Tamm. The
      obligation of Tamm to consummate the Transaction is subject to the
      satisfaction or written waiver of the conditions set forth below by a date
      mutually agreed upon by the parties hereto in writing and in accordance
      with Section 7. The Closing of the Transaction contemplated by this
      Agreement will be deemed to mean a waiver of all conditions to Closing.
      These conditions of closing are for the benefit of Tamm and may be waived
      by Tamm in its sole discretion.

	 	 	 
		(a) 	
      Representations and Warranties. The representations and
      warranties of the Selling Shareholder set forth in this Agreement will be
      true, correct and complete in all respects as of the Closing Date, as
      though made on and as of the Closing Date.



8 





	 	(b) 	
      Performance. All of the covenants and obligations of the
      Selling Shareholder that are required to perform or to comply with
      pursuant to this Agreement at or prior to the Closing must have been
      performed and complied with in all material respects and the Selling
      Shareholder must have delivered each of the documents required to be
      delivered by them pursuant to this Agreement.

	 	 	 	 
	 	(c) 	
      No Action. No suit, action, or proceeding will be pending
      or threatened which would:

	 	 	 	 
	 		(i) 	
      prevent the consummation of any of the transactions
      contemplated by this Agreement, or

	 	 	 	 
	 		(ii) 	
      cause the Transaction to be rescinded following
      consummation.

	 	 	 	 
	 	(d) 	
      Compliance with Securities Laws. Tamm will have received
      evidence satisfactory to Tamm that the Tamm Shares issuable in the
      Transaction will be issuable without registration pursuant to the
      Securities Act in reliance on a safe harbor from the registration
      requirements of the Securities Act.

	 	 	 	 
	 	(e) 	
      Closing. The Closing will have occurred by the Closing
      Date.




	5.2 	
      Conditions Precedent to Closing by the Selling
      Stockholders. The obligation of the Selling Shareholder to consummate
      the Transaction is subject to the satisfaction or written waiver of the
      conditions set forth below by a date mutually agreed upon by the parties
      hereto in writing and in accordance with Section 7. The Closing of the
      Transaction will be deemed to mean a waiver of all conditions to Closing.
      These conditions precedent are for the benefit of the Selling Shareholder
      and may be waived by the Selling Shareholder in their
discretion.

	 	 	 	 
		(a) 	
      Performance. All of the covenants and obligations that
      Tamm is required to perform or to comply with pursuant to this Agreement
      at or prior to the Closing must have been performed and complied with in
      all material respects. Tamm must have delivered each of the documents
      required to be delivered by it pursuant to this Agreement.

	 	 	 	 
		(b) 	
      No Action. No suit, action, or proceeding will be pending
      or threatened which would:

	 	 	 	 
			(i) 	
      prevent the consummation of any of the transactions
      contemplated by this Agreement, or

	 	 	 	 
			(ii) 	
      cause the Transaction to be rescinded following
      consummation.

	 	 	 	 
		(c) 	
      Closing. The Closing will have occurred by the Closing
      Date.

	 	 	 	 
		(d) 	
      Tamm shall have completed a private placement financing
      pursuant to which it issues up to 2,600,000 units of its securities at a
      price of $1.25 per unit.




	6. 	
      ADDITIONAL COVENANTS OF THE
  PARTIES




	6.1 	
      Notification. Between the date of this Agreement
      and the Closing Date, each of the parties to this Agreement will promptly
      notify the other parties in writing if it becomes aware of any fact or
      condition that causes or constitutes a material breach of any of its
      representations and warranties as of the date of this Agreement, if it
      becomes aware of the occurrence after the date of this Agreement of any
      fact or condition that would cause or constitute a material breach of any
      such



9 





		
      representation or warranty had such representation or
      warranty been made as of the time of occurrence or discovery of such fact
      or condition. Should any such fact or condition require any change in the
      Schedules relating to such party, such party will promptly deliver to the
      other parties a supplement to the Schedules specifying such change. During
      the same period, each party will promptly notify the other parties of the
      occurrence of any material breach of any of its covenant in this Agreement
      or of the occurrence of any event that may make the satisfaction of such
      conditions impossible or unlikely.

	 	 	 
	7. 	
      CLOSING

	 	 	 
	7.1 	
      Closing. The Closing shall take place on the
      Closing Date at the offices of the lawyers for Tamm or at such other
      location as agreed to by the parties. Notwithstanding the location of the
      Closing, each party agrees that the Closing may be completed by the
      exchange of undertakings between the respective legal counsel for the
      Selling Shareholder or Tamm, provided such undertakings are satisfactory
      to each party’s respective legal counsel.

	 	 	 
	7.2 	
      Closing Deliveries of the Selling Shareholder. At
      Closing, the Selling Shareholder will deliver the DWOG Shares as required
      by Section 2.3 of this Agreement.

	 	 	 
	7.3 	
      Closing Deliveries of Tamm. At Closing, Tamm will
      deliver or cause to be delivered share certificates representing the Tamm
      Shares to the Selling Shareholder.

	 	 	 
	8. 	
      TERMINATION

	 	 	 
	8.1 	
      Termination. Except as modified by Section 8.2
      hereof, this Agreement may be terminated at any time prior to the Closing
      Date contemplated hereby by:

	 	 	 
		(a) 	
      mutual agreement of Tamm and the Selling
    Shareholder;

	 	 	 
		(b) 	
      Tamm, if there has been a material breach by the Selling
      Shareholder of any material representation, warranty, covenant or
      agreement set forth in this Agreement on the part of the Selling
      Shareholder that is not cured, to the reasonable satisfaction of Tamm,
      within ten business days after notice of such breach is given by Tamm
      (except that no cure period will be provided for a breach by the Selling
      Shareholder that by its nature cannot be cured);

	 	 	 
		(c) 	
      The Selling Shareholder, if there has been a material
      breach by Tamm of any material representation, warranty, covenant or
      agreement set forth in this Agreement on the part of Tamm that is not
      cured by the breaching party, to the reasonable satisfaction of the
      Selling Shareholder, within ten business days after notice of such breach
      is given by the Selling Shareholder (except that no cure period will be
      provided for a breach by Tamm that by its nature cannot be cured);
    or

	 	 	 
		(d) 	
      Tamm or the Selling Shareholder if any injunction or
      other order of a governmental entity of competent authority prevents the
      consummation of the Transaction contemplated by this Agreement.

	 	 	 
	8.2 	
      Effect of Termination. In the event of the
      termination of this Agreement as provided in Section 8.1, this Agreement
      will be of no further force or effect, provided, however, that no
      termination of this Agreement will relieve any party of liability for any
      breaches of this Agreement that are based on a wrongful refusal or failure
      to perform any obligations.



10 





	9. 	
      INDEMNIFICATION, REMEDIES, SURVIVAL

	 	 	 
	9.1 	
      Certain Definitions. For the purposes of this
      Article 9, the terms “Loss” and “Losses” mean any and all
      demands, claims, actions or causes of action, assessments, losses,
      damages, liabilities, costs, and expenses, including without limitation,
      interest, penalties, fines and reasonable attorneys, accountants and other
      professional fees and expenses, but excluding any indirect, consequential
      or punitive damages suffered by Tamm or the Selling Shareholder including
      damages for lost profits or lost business opportunities.

	 	 	 
	9.2 	
      The Selling Shareholder Indemnity. The Selling
      Shareholder will indemnify, defend, and hold harmless Tamm and its
      shareholders from, against, and in respect of any and all Losses asserted
      against, relating to, imposed upon, or incurred by Tamm and its
      shareholders by reason of, resulting from, based upon or arising out
      of:

	 	 	 
		(a) 	
      any breach by the Selling Shareholder of Section 2.2 of
      this Agreement; or

	 	 	 
		(b) 	
      any misstatement, misrepresentation or breach of the
      representations and warranties made by the Selling Shareholder contained
      in or made in the Non-U.S. Shareholder Certificate, executed by the
      Selling Shareholder as part of the share exchange procedure detailed in
      Section 2.3 of this Agreement.

	 	 	 
	9.3 	
      Tamm Indemnity. Tamm will indemnify, defend, and
      hold harmless the Selling Shareholder from, against, for, and in respect
      of any and all Losses asserted against, relating to, imposed upon, or
      incurred by the Selling Shareholder by reason of, resulting from, based
      upon or arising out of:

	 	 	 
		(a) 	
      any misrepresentation, misstatement or breach of warranty
      of Tamm contained in or made pursuant to this Agreement, any Tamm Document
      or any certificate or other instrument delivered pursuant to this
      Agreement; or

	 	 	 
		(b) 	
      the breach or partial breach by Tamm of any covenant or
      agreement of Tamm made in or pursuant to this Agreement, any Tamm Document
      or any certificate or other instrument delivered pursuant to this
      Agreement.

	 	 	 
	9.4 	
      Survival of Indemnification. Notwithstanding
      Section 9.1 hereof, the indemnification provisions of this Article 9 will
      survive the Closing Date and will continue in full force and effect until
      two (2) years after the Closing Date.

	 	 	 
	9.5 	
      Effectiveness of Representations; Survival. Each
      party is entitled to rely on the representations, warranties and
      agreements of each of the other parties and all such representation,
      warranties and agreement will be effective regardless of any investigation
      that any party has undertaken or failed to undertake. Except as set out in
      Section 9.4, the representations, warranties and agreements will survive
      the Closing Date and continue in full force and effect until six (6)
      months after the Closing Date.

	 	 	 
	10. 	
      MISCELLANEOUS

	 	 	 
	10.1 	
      Amendment. This Agreement may not be amended
      except by an instrument in writing signed by each of the
parties.

	 	 	 
	10.2 	
      Expenses. Each party to this Agreement will bear
      its respective expenses incurred in connection with the preparation,
      execution, and performance of this Agreement and the
  Transaction



11 





		
      contemplated hereby, including all fees and expenses of
      agents, representatives, counsel, and accountants.

	 	 
	10.3 	
      Entire Agreement. This Agreement, the schedules
      attached hereto 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.

	 	 
	10.4 	
      Notices. All notices and other communications
      required or permitted under to 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 Selling Shareholder:



The Selling Shareholder’s address
provided below on the signature page 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 

With a copy (which will not constitute
notice) to: 

Clark Wilson LLP 
Barristers &
Solicitors 
Suite 800 – 885 W. Georgia Street 
Vancouver, BC V6C 3H1

Attention: Conrad Y. Nest 
Telephone: 604.687.5700 
Fax:
604.687.6314 

All such notices and other
communications will be deemed to have been received: 

	 	(a) 	
      in the case of personal delivery, on the date of such
      delivery;

	 	 	 
	 	(b) 	
      in the case of a fax, when the party sending such fax has
      received electronic confirmation of its delivery;

	 	 	 
	 	(c) 	
      in the case of delivery by internationally-recognized
      express courier, on the business day following dispatch; and

	 	 	 
	 	(d) 	
      in the case of mailing, on the fifth business day
      following mailing.



12 





	10.5 	
      Headings. 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.

	 	 
	10.6 	
      Benefits. This Agreement is and will only be
      construed as for the benefit of or enforceable by those persons party to
      this Agreement.

	 	 
	10.7 	
      Assignment. This Agreement may not be assigned
      (except by operation of law) by any party without the consent of the other
      parties.

	 	 
	10.8 	
      Governing Law. 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.

	 	 
	10.9 	
      Construction. 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.

	 	 
	10.10 	
      Gender. All references to any party will be read
      with such changes in number and gender as the context or reference
      requires.

	 	 
	10.11 	
      Counterparts. 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.

	 	 
	10.12 	
      Fax Execution. This Agreement may be executed by
      delivery of executed signature pages by fax and such fax execution will be
      effective for all purposes.

	 	 
	10.13 	
      Independent Legal Advice. The Selling 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.

	 	 
	10.14 	
      Schedules and Exhibits. The schedules and exhibits
      are attached to this Agreement and incorporated
herein.



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:         /s/
  Sean Dickenson

                
  Authorized Signatory 

                
  Name: Sean Dickenson 

                
  Title: President 

13 




SELLING STOCKHOLDER 

RAHN & BODMER 

Per:         /s/
  Ueli Hostettler 

                
  Authorized Signatory 

                
  Name: Ueli Hostettler 

                
  Title: Senior Vice President 

Per:         /s/
  Sandra Gut

                
  Authorized Signatory 

                
  Name: Sandra Gut 

                
  Title: Assistant Vice President 

14 




SCHEDULE 1 

TO THE SHARE EXCHANGE AGREEMENT 
AMONG TAMM OIL AND
GAS CORP. AND THE SELLING SHAREHOLDER AS SET 
OUT IN THE SHARE EXCHANGE
AGREEMENT 

NON-U.S. SHAREHOLDER CERTIFICATE 

This Certificate is for use by each of the Selling Shareholder
who is not a U.S. Person, as such term is defined in Regulation S of the
Securities Act, that is acquiring common shares in the capital of Tamm Oil and
Gas Corp. (the “Company”). The purpose of this Certificate is to assure the
Company that each Selling Shareholder who is a non U.S. Person will meet the
standards imposed by the Securities Act and the appropriate exemptions of
applicable state securities laws. The Company will rely on the information
contained in this Certificate for the purposes of such determination. The
undersigned Selling Shareholder hereby agrees, acknowledges, represents and
warrants that: 

          1.      the
undersigned is not a “U.S. Person” as such term is defined by Rule 902 of
Regulation S under the United States Securities Act of 1933, as amended (“U.S.
Securities Act”) (the definition of which includes, but is not limited to, an
individual resident in the U.S. and an estate or trust of which any executor or
administrator or trust, respectively is a U.S. Person and any partnership or
corporation organized or incorporated under the laws of the U.S.); 

          2.     
none of the Tamm Shares have been or will be registered under the U.S.
Securities Act, or under any state securities or “blue sky” laws of any state of
the United States, and may not be offered or sold in the United States or,
directly or indirectly, to U.S. Persons, as that term is defined in Regulation
S, except in accordance with the provisions of Regulation S or pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the U.S. Securities Act and in compliance with any applicable
state and foreign securities laws; 

          3.     
the Selling Shareholder understands and agrees that offers and sales of any of
the Tamm Shares prior to the expiration of a period of one year after the date
of original issuance of the Tamm Shares (the one year period hereinafter
referred to as the Distribution Compliance Period) shall only be made in
compliance with the safe harbor provisions set forth in Regulation S, pursuant
to the registration provisions of the U.S. Securities Act or an exemption
therefrom, and that all offers and sales after the Distribution Compliance
Period shall be made only in compliance with the registration provisions of the
U.S. Securities Act or an exemption therefrom and in each case only in
accordance with applicable state and foreign securities laws; 

          4.      the
Selling Shareholder understands and agrees not to engage in any hedging
transactions involving any of the Tamm Shares unless such transactions are in
compliance with the provisions of the U.S. Securities Act and in each case only
in accordance with applicable state and provincial securities laws; 

          5.      the
Selling Shareholder is acquiring the Tamm Shares for investment only and not
with a view to resale or distribution and, in particular, it has no intention to
distribute either directly or indirectly any of the Tamm Shares in the United
States or to U.S. Persons; 




-2 - 

          6.      the
Selling Shareholder has not acquired the Tamm Shares as a result of, and will
not itself engage in, any directed selling efforts (as defined in Regulation S
under the U.S. Securities Act) in the United States in respect of the Tamm
Shares which would include any activities undertaken for the purpose of, or that
could reasonably be expected to have the effect of, conditioning the market in
the United States for the resale of any of the Tamm Shares; provided, however,
that the Selling Shareholder may sell or otherwise dispose of the Tamm Shares
pursuant to registration thereof under the U.S. Securities Act and any
applicable state and provincial securities laws or under an exemption from such
registration requirements; 

          7.      the
statutory and regulatory basis for the exemption claimed for the sale of the
Tamm Shares, although in technical compliance with Regulation S, would not be
available if the offering is part of a plan or scheme to evade the registration
provisions of the U.S. Securities Act or any applicable state and provincial
securities laws; 

          8.      Tamm
is entitled to rely on the acknowledgements, agreements, representations and
warranties and the statements and answers of the Selling Shareholder contained
in the Agreement and this Certificate, and the Selling Shareholder will hold
harmless Tamm from any loss or damage either one may suffer as a result of any
such acknowledgements, agreements, representations and/or warranties made by the
Selling Shareholder not being true and correct; 

          9.     
the undersigned has been advised to consult their own respective legal, tax and
other advisors with respect to the merits and risks of an investment in the Tamm
Shares and, with respect to applicable resale restrictions, is solely
responsible (and Tamm is not in any way responsible) for compliance with
applicable resale restrictions; 

          10.      the
undersigned is outside the United States when receiving and executing this
Agreement and is acquiring the Tamm Shares as principal for their own account,
for investment purposes only, and not with a view to, or for, resale,
distribution or fractionalization thereof, in whole or in part, and no other
person has a direct or indirect beneficial interest in the Tamm Shares;

          11.      neither
the SEC nor any other securities commission or similar regulatory authority has
reviewed or passed on the merits of the Tamm Shares; 

          12.     
the Tamm Shares are not being acquired, directly or indirectly, for the account
or benefit of a U.S. Person or a person in the United States; 

          13.     
the undersigned acknowledges and agrees that Tamm shall refuse to register any
transfer of the Tamm Shares not made in accordance with the provisions of
Regulation S, pursuant to registration under the U.S. Securities Act, or
pursuant to an available exemption from registration under the U.S. Securities
Act; 

          14.      the
undersigned understands and agrees that the Tamm Shares will bear the following
legend: 


  
    
      “THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED
        IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED
        HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT
        OF 1933, AS AMENDED (THE “1933 ACT”). 

      NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED
        UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, 

    

  






-3 - 


  
    
      AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD,
        DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO
        U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S
        UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
        THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION
        NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH
        CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION,
        HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS
        IN COMPLIANCE WITH THE 1933 ACT. “UNITED STATES” AND “U.S.
        PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.”
      

    

  



          17.     
the address of the undersigned included herein is the sole address of the
undersigned as of the date of this Certificate. 

IN WITNESS WHEREOF, I have executed this Certificate of
Non-U.S. Shareholder. 

	Rahn & Bodmer
    	 	Date:
      _____________________________________________
	Name of Selling Stockholder 	 	 
	  	 	  
	Ueli Hostettler                                                    Sandra
      Gut 	 	
	Authorized Signatory 	 	  
	  	 	  
	Senior Vice President                                       
      Assistant Vice President 	 	
	Title (if applicable) 	 	  
	  	 	  
	Talstrasse 15,
      8001 Zurich, Switzerland 	 	 
	Address 	 	  
	  	 	  
	  	 	  
	Zurich,
      Switzerland 	 	  
	Jurisdiction of Incorporation (if applicable)