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 000 000, 0 Xxxxxx
XX,
Xxxxxxx, XX X0X 0X0 Xxxxxx
(“Tamm”)
AND:
XXXX
& XXXXXX, of
Xxxxxxxxxx 00, 0000 Xxxxxx, Xxxxxxxxxxx,
(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:
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1.
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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.
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2.
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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.
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3.
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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.
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4.
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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.
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5.
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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.
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6.
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Each
party represents and warrants to the other party as follows:
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(a)
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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.
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(b)
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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.
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(c)
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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.
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(d)
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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.
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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.
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8.
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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):
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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:
Xxxx
Xxxxxxxxx
000
000,
0 Xxxxxx XX, Xxxxxxx, XX X0X 0X0 Xxxxxx
Telephone:
000-000-0000
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.
TAMM
OIL AND GAS CORP.
Per:
_________________
Authorized Signatory
Name:
Title:
XXXX
& XXXXXX
Per:
_________________
Authorized Signatory
Name:
Title:
Per:
_________________
Authorized Signatory
Name:
Title:
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