Unassociated Document


    JOINT
VENTURE DISSOLUTION

    AGREEMENT

    


    THIS
JOINT VENTURE DISSOLUTION AGREEMENT ("Agreement"), made and entered into as of
this 31 day of March, 2010 (the “Effective Date”), by and between TOT ENERGY,
INC., a Delaware company with its principal place of business at 19950 West
Country Club Drive, 8th Floor,
Aventura, FL 33180 ("TOT Energy"), SIBBURNEFTESERVIS, LTD., a limited liability
company formed pursuant to the laws of the Russian Federation with its principal
place of business in Novosybirsk, Russia ("SIBBNS"), TOT SIBBNS, LTD., a limited
liability company formed pursuant to the laws of the Russian Federation with its
principal place of business in Novosybirsk, Russia, and EVGENI BOGORAD
(“Bogorad”).

     

    RECITALS

     

    WHEREAS,
on July 16, 2008, the Parties formed a joint venture under the name TOT SIBBNS,
LTD (“TOT SIBBNS”) whereby SIBBNS contributed certain assets to TOT SIBBNS
pursuant to the terms and conditions of that certain Joint Venture Agreement
(the “JV Agreement”). The Parties agree that TOT SIBBNS has not been successful
at this endeavor.

     

    WHEREAS,
the Parties desire to dissolve the Joint Venture created as TOT SIBBNS, pursuant
to the terms and conditions of this Agreement.

     

    AGREEMENT

     

    NOW,
THEREFORE, in consideration of the mutual covenants and premises contained
herein, and other valuable consideration, the sufficiency and receipt are hereby
acknowledged, the parties agree as follows:

     

     

    ARTICLE
I

     

    GENERAL
PROVISIONS

     

    1.01 Dissolution.  The
Parties hereby agree to end the operation of TOT SIBBNS as a joint venture
effective as of March 31, 2010 (the “Dissolution Date”).

     

    1.02 Termination.  As
of the Effective Date, the terms of the JV Agreement shall be of not further
force and effect and the obligations of the Parties thereto shall be governed by
this Agreement.

     

    1.03 Transfer
of TOT SIBBNS.   TOT Energy shall transfer all right, title and
interest it has in TOT SIBBNS to Bogorad (or his designee) at the
Closing.

     

    1.04 Consideration.  As
consideration for transfer of TOT SIBBNS to Bogorad, Bogorad shall transfer to
TOT Energy 3,000,000 shares of the common stock of TOT Energy, Inc. (the
“Repurchase Shares”). Along with the stock certificates representing the
Repurchase Shares, Bogorad shall deliver to TOT Energy a properly executed and
authenticated stock power with a medallion seal or its Russian
equivalent.

     

    
      
         

      

      
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    1.05 Assumption
of Liabilities/Indemnification.  TOT SIBBNS shall be responsible for
the payment of any outstanding liabilities of TOT SIBBNS, whether or not such
liability is now known.  TOT SIBBNS and Bogorad hereby indemnify TOT
Energy for any losses, judgments, liabilities, expenses and amounts paid in
settlement of any claims sustained arising from the operations of TOT SIBBNS and
its business.

     

    1.06 Closing.  The
Parties shall schedule a Closing to this Agreement.

     

    
      	 	
              (a)  

            	
              At
      the Closing, TOT Energy shall deliver to
  Bogorad:

            


    

     

    
      	 	
              (i)  

            	
              Certificate
      representing ownership interest of 75% of TOT
  SIBBNS;

            


    

     

    
      	 	
              (ii)  

            	
              A
      resignation letter from each Director that TOT Energy named to the Board
      of Directors of TOT SIBBNS.

            


    

     

    
      	 	
              (b)  

            	
              At
      the Closing, Bogorad shall deliver to TOT
  Energy:

            


    

     

    
      	 	
              (i)  

            	
              A
      certificate representing 3,000,000 shares of the common stock of TOT
      Energy.

            


    

     

    
      	 	
              (ii)  

            	
              A
      properly executed stock power transferring the Repurchase Shares to TOT
      Energy with a medallion seal or the Russian equivalent that is acceptable
      to TOT Energy’s transfer agent.

            


    

     

     

    ARTICLE
II

     

    OBLIGATIONS
OF THE PARTIES

     

    The
Parties shall work together to ensure the following are completed and agreed
upon:

     

    2.01           Transfer
of TOT SIBBNS.  To the extent that there are documents or certificates
needed in Russia for Bogorad to affect the transfer of the interest into his
name (or an entity that he designates), he may request and TOT Energy shall
provide in a reasonable timeframe any such documents.

     

    2.02           Transfer
of Repurchase Shares. To the extent that there are documents or certificates
required by TOT Energy’s transfer agent in order to effect the transfer of the
Repurchase Shares to TOT Energy, Bogorad shall ensure that such documents or
certificates are provided in a reasonable time frame.

     

    2.03           Employees.  TOT
SIBBNS shall be responsible for all aspects of the employees who have worked for
TOT SIBBNS since the formation of the Joint Venture, including without
limitation payment of all taxes and benefits that may have accrued.

     

    
      
         

      

      
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    2.04           Financial
Reporting.  TOT SIBBNS shall provide TOT Energy all financial
reporting information required by TOT Energy in fulfillment of its reporting
obligations with the Securities and Exchange Commission.

     

     

    ARTICLE
IV

     

    MISCELLANEOUS
PROVISIONS

     

    4.01           Validity.  In
the event that any provision of this Agreement shall beheld to be invalid, the
same shall not affect in any respect whatsoever the validity of the remainder of
this Agreement.

     

    4.02           Disputes.  Any
controversy arising under or relating to the interpretation or implementation of
this Agreement or the breach thereof shall be construed under the laws of the
State of Florida, USA and shall be settled by binding arbitration in London,
England, under the rules of the International Arbitration
Association.  The prevailing party in arbitration and litigation shall
be entitled to payment for all costs and attorney’s fees (both trial and
appellate) incurred by it in regard to the proceedings.

     

    4.03           Integrated
Agreement.  This Agreement constitutes the entire understanding and
agreement among the parties hereto with respect to the subject matter hereof,
and there are no agreements, understandings, restrictions or warranties among
the parties other than those set forth herein provided for.

     

    4.04           Headings.  The
headings, titles and subtitles used in this Agreement are for ease of reference
only and shall not control or affect the meaning or construction of any
provision hereof.

     

    4.05           Notices.  Except
as may be otherwise specifically provided in this Agreement, all notices
required or permitted hereunder shall be in writing and shall be deemed to be
delivered when deposited with an international courier postage prepaid,
certified or registered mail, return receipt requested, addressed to the parties
at their respective addresses set forth in this Agreement or at such other
addresses as may be subsequently specified by written notice.

     

    4.06           Severability.  Every
provision hereof is intended to be severable, and if any term or provision
hereof is illegal or invalid for any reason whatsoever or would affect TOT
SIBBNS status for income tax purposes, such provision shall be invalid, but such
illegality or invalidity shall not affect the validity of the remainder of the
Agreement.

     

    4.07           Other
Instruments.  The parties hereto covenant and agree that they will
execute each such other and further instruments and documents as are or may
become reasonably necessary or convenient to effectuate and carry out the
purposes of this Agreement.

     

    4.08           Counterparts.  This
Agreement may be executed in counterparts, each of which shall be deemed to be
an original, and shall be binding upon the Party or Parties who executed the
same, but all of such counterparts shall constitute one and the same
agreement.

     

    
      
         

      

      
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    4.09           Construction.
Every covenant, term, and provision of this Agreement shall be construed simply
according to its fair meaning and not strictly for or against any
Party.

     

    4.10           Amendments/Modifications.  This
Agreement may only be amended or modified by a written instrument executed by
all Parties hereto and/or bound hereby.

     

    [Signatures
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    IN
WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the
Effective Date.

     

    
      
        
          
            
              	 	TOT
      ENERGY, INC.	 
	 	 	 
	 	 	 
	 	 	 	 
	
                       

                    	
                      By:
      

                    	/s/ Mike
      Zoi	 
	 	Name: 	Mike
      Zoi 	 
	 	Title: 	Chief
      Executive Officer	 


            

          

        

      

    

    
       

      
        
          
            
              
                	 	SIBBURNEFTESERVIS,
      LTD.	 
	 	 	 
	 	 	 
	 	 	 	 
	
                         

                      	
                        By:
      

                      	/s/ Evgeni
      Bogorad	 
	 	Name: 	EVGENI
      BOGORAD	 
	 	Title: 	 	 


              

            

          

        

      

      
         

        
          
            
              
                
                  	 	TOT
      ENERGY, INC.	 
	 	 	 
	 	 	 
	 	 	 	 
	
                           

                        	
                          By:
      

                        	/s/ Evgeni
      Bogorad	 
	 	Name: 	 	 
	 	Title: 	 	 


                

              

            

          

        

        
           

          
            
              
                
                  
                    
                      
                        	 	EVGENI
      BOGORAD	 
	 	 	 
	 	 	 
	 	 	 	 
	
                                 

                              	
                                By:
      

                              	/s/ Evgeni
      Bogorad	 
	 	Evgeni
      Bogorad 	 


                      

                    

                  

                

              

            

          

           

        

      

    

    
      
         

      

      
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