Exhibit
10.1
INTEREST PURCHASE AGREEMENT
THIS
INTEREST PURCHASE AGREEMENT ("Agreement")
is entered into as of this
13th day of December,
2006, by and between Siberian Energy Group Inc., a Nevada
corporation ("Buyer",
"SEG") and Key Brokerage LLC., a Delaware limited
liability company
("Seller").
WITNESSETH:
A.
Seller
is the sole owner of Kondaneftegaz LLC
("Kondaneftegaz")(the
"Company"),
registration number
- 1048600002901, 8601022853,
which is
located in
the Khanty-Mansiysk
autonomos district of western Siberia and which
was created
in 2004 for the purpose of oil and
gas exploration in the region.
Kondaneftegaz applied
for exploration and
production license on Krasnoleninski
parcel in the Khanty-Mansiysk district, which will be auctioned
in the first
half of 2007. In addition, Kondaneftegaz has applied for 9 parcels in
Karabashskaia area
of Khanty-Mansiysk district.
B.
Pursuant to the Option agreement dated September 14, 2006 and
following the
due diligence review
by the Buyer, the Buyer desires to buy from
Seller a 100% interest
in Kondaneftegaz ("Interest") and Seller desires to sell
the Interest
to Buyer according to
the terms and subject to the conditions set
forth in this Agreement.
AGREEMENT
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In
consideration of the foregoing and the mutual promises contained
herein,
the parties
agree as follows:
1.
PURCHASE
AND SALE OF INTEREST. Upon the terms and subject to the
conditions set forth
in this Agreement, Seller hereby sells, assigns, transfers
and conveys
the Interest to Buyer, and Buyer hereby purchases,
obtains and
acquires the
Interest from Seller. Simultaneously with the transfer of the
Interest, the
Seller is transferring the geological information package
on
Karabashki zone
of Khanty-Mansiysk Autonomous district (Tuymen region of
Russian Federation)
("Geological
Data") into the ownership of the Buyer.
Geological data
to be transferred is listed in Appendix
1 to this Agreement.
Price of Geological
data is included in the total purchase price as per item 2.
2.
PURCHASE
PRICE. In consideration of and in exchange for the sale,
assignment, transfer
and conveyance of the Interest and of the Geological Data,
Buyer agrees
to issue to Seller,
1,900,000 (One million nine hundred thousand)
shares of the common
stock of Siberian Energy Group Inc., a Nevada corporation,
(the "Stock").
On the Closing Date the Stock shall be delivered to
Seller
through certificates,
properly endorsed for transfer to the
Seller (or as the
Seller may
direct).
The Stock shall be non-registered and subject to restrictions.
"Restricted"
securities have
the meaning as that term is defined in Rule 144 of the
Securities Act
of 1933 and may not be offered for sale, sold or
otherwise
transferred except
pursuant to a registration statement or a
valid exemption
from registration.
<PAGE>
3.
CONDITIONS
AND CLOSING
(a) Seller
shall procure that the Buyer acquires good title
to the
Company's Interests,
free from any Encumbrance;
(b) Closing
shall take place in New York, NY ten Business Days
following the
date of this Agreement, or at such
other place or on such other
date as may be agreed
between the Seller and the Buyer (the "Closing Date"). At
the Closing, Buyer shall deliver to Seller certificates evidencing
the number of
shares of Stock specified in Sections 2 hereof, and Seller
shall deliver to
Buyer an assignment of the Interest, in the form attached as Exhibit A.
(d)
The Seller is responsible to make the appropriate change of
ownership in the registration documents of the Company and certify
the change in
the government
registration
body of Russian Federation within 10 days
after
closing.
4.
ASSIGNMENT
OF THE INTEREST. From
and after the Closing, all equitable
and legal rights, title and interests in and to the
Interest shall be owned,
held and exercised by Buyer.
5.
ASSIGNMENTS
OF THE STOCK. From and after the Closing,
all equitable
and legal rights,
title and interests in and to the Stock shall be owned,
held
and exercised
by the Seller. Siberian Energy Group Inc. shall, issue
certificates to
the Seller (or as the Seller may direct) for the number of
shares of Stock as specified in Section 2 above.
6.
INVESTMENT
REPRESENTATIONS
OF BUYER. Buyer hereby represents and
warrants to
the Seller as follows:
(a) Buyer understands
that the Interest in Kondaneftegaz has not been
registered under the
Securities Act of 1933 (the "1933 Act") or the laws of any
state, and the transactions contemplated hereby are being
undertaken in reliance
upon an exemption from the registration requirements of the 1933 Act, and
reliance upon
such exemption is
based upon Buyer's representations, warranties
and agreements
contained in this Agreement.
(b) Buyer has received and carefully reviewed all information
necessary to
enable Buyer to
evaluate its investment in the Company. Buyer has
been given
the opportunity to ask
questions of and to receive answers from the
Company concerning its
business and the Interest, and to obtain such additional
written information
necessary to verify the accuracy thereof.
(c) Buyer is aware that the purchase of the
Interest is speculative
and involves
a high degree of risk.
Buyer is aware that
there is no guarantee
that Buyer
will realize any gain from his acquisition of
the Interest. Buyer
further understands
that Buyer could lose
the entire amount of its investment.
(d) Buyer understands that no federal or state agency or other
authority has
made any finding or determination
regarding the fairness of the
offer, sale
and/or issuance of the Interest or has
made any recommendation or
endorsement thereof
or has passed in any way upon this Agreement.
<PAGE>
(e) Buyer:
(i) is acquiring the Interest solely for Buyer's own
account for
investment
purposes only and not with a view toward resale or
distribution thereof,
in whole or in part, (ii) has no tract,
undertaking,
agreement or
arrangement,
in existence or contemplated, to sell, pledge,
assign or otherwise
transfer the Interest to any other person, and (iii) agrees
not to sell or otherwise transfer the Interest unless and until it is
subsequently
registered under the
1933 Act and any applicable state securities
laws, or unless an exemption from any such requirement is available.
(f) Buyer is financially able to bear the economic risk of an
investment in
the Interest, including the ability to hold the Interest
indefinitely and
to afford a complete loss of its
investment in the Interest.
Buyer has such
knowledge and experience in financial and business
