AGREEMENT TO RESCIND
THIS AGREEMENT TO RESCIND is
made as of the 31st day of
October 2008.
AMONG:
EACH OF THOSE PERSONS holding
shares of the Company, as listed in Schedule “A” hereto
(each a
“Vendor” and
collectively, the “Vendors”)
- and
-
1384482 ALBERTA LTD., a
company incorporated pursuant to the laws of the Province of Alberta with its
principal office at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇-▇▇▇ ▇▇▇▇▇▇ ▇.▇., ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇
(“Acquireco”)
- and
-
TAMM OIL AND GAS CORP., a
corporation incorporated under the laws of the State of Nevada, having its
principal office at ▇▇▇, ▇▇▇-▇▇▇ ▇▇▇▇▇▇
▇.▇., ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
(“Tamm”)
- and
-
1132559 ALBERTA LTD., a
corporation incorporated pursuant to the laws of the Province of Alberta, Canada
with its principal office at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇., ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇
▇▇▇
(the
“Company”)
WHEREAS the Vendors were the
registered holders and beneficial owners of an aggregate of 108 common shares in
the capital of the Company as set out in Schedule “A” hereto (the “Purchased
Shares”);
WHEREAS Acquireco is a
wholly-owned subsidiary of Tamm; and
WHEREAS the Vendors,
Acquireco, Tamm and the Company are parties to a share exchange agreement dated
effective the 20th day of
May 2008 (the “Share Exchange
Agreement”); and
WHEREAS Acquireco, Tamm and
the Trustee are parties to a support agreement dated effective the 20th day of May 2008 (the “Support Agreement”);
and
WHEREAS Acquireco, Tamm and
the Trustee are parties to an exchange and voting trust agreement dated
effective the 20th day of
May 2008 (the “Exchange and
Voting Trust Agreement”); and
2
WHEREAS certain of the
conditions precedent set out in the Share Exchange Agreement have not been
satisfied; and
WHEREAS the Parties wish to
rescind the Agreements due to the failure to meet such conditions precedent as
hereinafter provided;
NOW THEREFORE in consideration
of the premises and other good and valuable consideration (the receipt and
sufficiency of which is hereby acknowledged), the Parties hereto mutually
covenant and agree as follows:
ARTICLE
1 – RESCISSION
|
1.1
|
Rescission
|
In
consideration of the mutual release set forth in Section 2.1, the Parties
acknowledge and agree that all rights, benefits, duties, liabilities and
obligations of the Parties under the Share Exchange Agreement, the Support
Agreement, the Exchange and Voting Trust Agreement or under any ancillary
agreements, (all together the “Agreements”) documents or
instruments delivered in connection therewith are hereby rescinded and each
party is absolved from future performance of its obligations under each of the
Agreements.
ARTICLE
2 – RELEASE
|
2.1
|
Mutual
Release
|
Each
Party hereby releases and forever discharges each of the other Parties from any
and all claims, demands, proceedings, causes of action, obligations, debts and
other liabilities whatsoever, both at law and in equity, which such Party now
has, or has ever had, or may hereafter have under or howsoever arising in
connection with the Share Exchange Agreement, the Support Agreement, the
Exchange and Voting Trust Agreement or any ancillary agreements, documents or
instruments delivered in connection therewith.
ARTICLE
3 – SHARES
|
3.1
|
Cancellation
of 1384482 Alberta Ltd. Shares
|
Forthwith,
each Vendor shall return to Acquireco all Series A Preferred Shares of Acquireco
that each Vendor currently holds in escrow, for cancellation by
Acquireco.
|
3.2
|
Return
of 1132559 Alberta Ltd.
|
SharesForthwith,
Acquireco shall return to the Company the 108 Class A Common Shares of the
Company that Acquireco currently holds in escrow. The Company shall distribute
the Class A Common Shares to each Vendor in the same amount each Vendor held
immediately prior to the Share Exchange Agreement, and as recorded in Schedule
“B” of the Share Exchange Agreement.
ARTICLE
4 - MISCELLANEOUS PROVISIONS
|
4.1
|
Further
Acts
|
Each
Party shall, at the request of and at the expense of the other Parties, execute
and deliver any further documents and do all further acts and things that may be
required in order to carry out the intent and purpose of this
Agreement.
3
|
4.2
|
Enurement
|
This
Agreement shall enure to the benefit of and be binding upon the Parties hereto
and their respective successors and assigns.
|
4.3
|
Governing
Law and Attornment
|
This
Agreement shall be governed by the laws of the Province of Alberta and the laws
of Canada in force in the Province of Alberta.
|
4.4
|
Amendments
|
No term
or provision hereof may be amended except by an instrument in writing signed by
all of the parties to this Agreement.
|
4.5
|
Counterparts
|
This
Agreement may be executed by the Parties in one or more counterparts by original
or by facsimile, each of which when so executed and delivered shall be an
original and such counterparts shall together constitute one and the same
instrument.
|
4.6
|
Power
of Attorney
|
On behalf
of each Vendor, ▇▇▇▇▇▇▇ ▇▇▇▇▇ may sign this Agreement to Rescind pursuant to the
power of attorney granted to him by the Vendors on May 10, 2008.
IN WITNESS WHEREOF the parties
have duly executed this Agreement on the day and year first above
written.
|
TAMM
OIL & GAS CORP.
|
||
|
Name:
|
||
|
Title:
|
President
|
|
|
1384482
ALBERTA LTD.
|
||
|
Name:
|
||
|
Title:
|
President,
Director
|
|
|
Name:
|
||
|
Title:
|
Director
|
|
|
MUZZ INVESTMENTS INC. by its
attorney
|
||
|
Per:
|
Authorized
Signatory
|
|
4
|
ALDFORD
GROUP LTD., by its attorney
|
||
|
Per:
|
||
|
Authorized
Signatory
|
||
|
DIANELLA
LTD., by its attorney
|
||
|
Per:
|
||
|
Authorized
Signatory
|
||
|
SICAMOUS
OIL AND GAS CONSULTANTS LTD.
|
||
|
Per:
|
||
|
Authorized
Signatory
|
||
|
1004731
ALBERTA LTD., by its attorney
|
||
|
Per:
|
||
|
Authorized
Signatory
|
||
|
ISLAND
ESTATES, by its attorney
|
||
|
Per:
|
||
|
Authorized
Signatory
|
||
|
JETFIRE
ASSETS, by its attorney
|
||
|
Per:
|
||
|
Authorized
Signatory
|
||
|
RAINFORT
INTERNATIONAL INC., by its attorney
|
||
|
Per:
|
||
|
Authorized
Signatory
|
||
5
|
WATIMA
SOLUTIONS INC., by its attorney
|
||
|
Per:
|
||
|
Authorized
Signatory
|
||
|
NORCAN
MANAGEMENT INC., by its attorney
|
||
|
Per:
|
||
|
Authorized
Signatory
|
||
|
Witness
|
Guido Hilekes, by his attorney
|
|
|
Witness
|
▇▇▇▇▇ ▇▇▇▇▇▇▇, by her
attorney
|
SCHEDULE
A
COMPLETE
LIST OF SHAREHOLDERS OF 1132559 ALBERTA LTD.
|
Number
of
|
||||
|
Exchangeable
|
||||
|
Number
of Purchased
|
Shares
to be
|
|||
|
Name
of Shareholder
|
Shares
Held
|
issued
|
||
|
Aldford
Group Ltd.
|
10
|
1,388,889
|
||
|
Dianella
Ltd.
|
5
|
694,444
|
||
|
Sicamous
Oil and Gas Consultants Ltd.
|
5
|
694,444
|
||
|
Norcan
Management Inc.
|
5
|
694,444
|
||
|
1004731
Alberta Ltd.
|
5
|
694,444
|
||
|
Island
Estates
|
5
|
694,444
|
||
|
Muzz
Investments Inc.
|
10
|
1,388,889
|
||
|
Jetfire
Assets
|
10
|
1,388,889
|
||
|
Rainfort
International Inc.
|
20
|
2,777,778
|
||
|
Watima
Solutions Inc.
|
20
|
2,777,778
|
||
|
Guido
Hilekes
|
3
|
416,667
|
||
|
▇▇▇▇▇
▇▇▇▇▇▇▇
|
10
|
1,388,889
|