Exhibit 10.8
Agreed terms document under the joint
venture shareholders' agreement dated [ ]
October 2005 among Baltic Petroleum (E&P)
Limited, Siberian Energy Group Inc.
and Zauralneftegaz Limited
DATED October 14 2005
SIBERIAN ENERGY GROUP INC.
and
ZAURALNEFTEGAZ LIMITED
SALE AND PURCHASE AGREEMENT
RELATING TO PARTICIPATORY INTERESTS IN
OOO ZAURALNEFTEGAZ
SALE AND PURCHASE AGREEMENT
relating to participatory interest in
OOO Zauralneftegaz
COVINGTON & BURLING
<PAGE>
THIS AGREEMENT is dated the 14th day of October 2005
PARTIES:
(1) SIBERIAN ENERGY GROUP INC., a corporation incorporated under the laws
of the State of
Nevada, United States and whose principal place of business
is at 275 Madison Avenue, 6th Floor, New York, NY 10016,
United States
("SEG"); and
(2) ZAURALNEFTEGAZ LIMITED, a company registered in England under company
number
5525360 whose
registered office is at c/o Gilchrist Solicitors, 18b
Charles Street,
London W1J 5DU, United Kingdom ("ZNG LTD").
INTRODUCTION:
(A) SEG is the owner of all of the participatory interests (the
"INTERESTS")
in OOO Zauralneftegaz, a Russian limited liability
company
("OOO ZNG").
(B) SEG has agreed to transfer the Interests to ZNG Ltd in consideration
for the allotment and issue to it of
new ordinary shares in the capital of
ZNG Ltd pursuant to, and subject to the terms and conditions of, an
agreement
entered into between Baltic Petroleum
(E&P) Limited ("BP"), SEG
and ZNG Ltd on
14th October 2005 (the "JV AGREEMENT").
(C) SEG and ZNG Ltd have agreed to enter into this agreement (the
"AGREEMENT") for
the purposes of agreeing the terms for the transfer by SEG
to ZNG Ltd of
the Interests.
IT IS AGREED as follows:
1. SALE AND PURCHASE OF THE INTERESTS
1.1 SEG shall sell and ZNG Ltd shall purchase the Interests on the
terms
of this
Agreement.
1.2 SEG shall sell the Interests with full title guarantee and,
other than
the Existing Security (as such term is defined
in the JV Agreement), free
from
any interest or equity of any person
(including, without limitation,
any right to acquire, option, right of
pre-emption or right of conversion)
or any mortgage, charge, pledge, lien,
assignment, claims, prohibition or
any other encumbrance, priority or security interest or arrangement
of
whatever nature
over or in the Interests.
2. CONSIDERATION AND COMPLETION
2.1 The consideration for the sale of the Interests shall be the
allotment
and issue to SEG of new ordinary shares in
ZNG Ltd in accordance with the
terms of the JV
Agreement.
2.2 Upon execution of this Agreement, SEG shall for
