Unassociated Document


    EXHIBIT
4.1

    


    THE
SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A
PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933
ACT").

     

    NONE
OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR
ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR
SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO
U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE
1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR
PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS.  IN ADDITION, HEDGING
TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE
WITH THE 1933 ACT.  "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED
BY REGULATION S UNDER THE 1933 ACT.

    


    


    THESE
WARRANTS WILL EXPIRE AND BECOME NULL AND VOID

    AT 4:30
P.M. (CENTRAL STANDARD TIME) ON August 12th, 2012.

     

    SHARE
PURCHASE WARRANTS

    TO
PURCHASE COMMON SHARES OF

    COBRA
OIL & GAS COMPANY

     

    incorporated
in the State of Nevada

     

    THIS IS TO CERTIFY THAT Baden Energy
Group Ltd, (the “Holder”) of 319,149 warrants has the right to purchase, upon
and subject to the terms and conditions hereinafter referred to, up to 319,149 fully paid and
non-assessable common shares (the “Shares”) in the capital of Cobra Oil &
Gas Company (hereinafter called the “Company”) on or before 4:30 p.m.
(Central Standard time) on August 12th, 2012 (the “Expiry Date”) at a price per
Share (the “Exercise Price”) of US$1.17 on the terms and conditions attached
hereto as Appendix “A” (the “Terms and Conditions”).

     

    
      	
               
      

            	
              1.

            	
              ONE
      (1) WARRANT AND THE EXERCISE PRICE ARE REQUIRED TO PURCHASE ONE
      SHARE.  THIS CERTIFICATE
      REPRESENTS  WARRANTS.

            


    

     

    
      	
               
      

            	
              2.

            	
              These
      Warrants are issued subject to the Terms and Conditions, and the Warrant
      Holder may exercise the right to purchase Shares only in accordance with
      those Terms and Conditions.

            


    

     

    
      	
               
      

            	
              3.

            	
              Nothing
      contained herein or in the Terms and Conditions will confer any right upon
      the Holder hereof or any other person to subscribe for or purchase any
      Shares at any time subsequent to the Expiry Date, and from and after such
      time, this Warrant and all rights hereunder will be void and of no
      value.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    IN WITNESS WHEREOF the Company has
executed this Warrant Certificate this 12th day of August, 2009.

     

    COBRA
OIL & GAS COMPANY

     

    


    Per:           /s/ Massimiliano
Pozzoni

      Authorized
Signatory

     

    PLEASE
NOTE THAT ALL SHARE CERTIFICATES MUST BE LEGENDED AS FOLLOWS DURING THE CURRENCY
OF APPLICABLE HOLD PERIODS:

     

    THE
SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A
PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933
ACT").

     

    NONE
OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR
ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR
SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO
U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE
1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR
PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS.  IN ADDITION, HEDGING
TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE
WITH THE 1933 ACT.  "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED
BY REGULATION S UNDER THE 1933 ACT.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    


    APPENDIX
“A”

    


    TERMS AND
CONDITIONS dated August 12th, 2009, attached to the Warrants issued by Cobra Oil
& Gas Company.

     

    
      	
              1.

            	
              INTERPRETATION

            


    

     

    1.1                      Definitions

     

    In these
Terms and Conditions, unless there is something in the subject matter or context
inconsistent therewith:

     

    
      	
               
      

            	
              (a)

            	
              “Company”
      means Cobra Oil & Gas Company until a successor corporation will have
      become such as a result of consolidation, amalgamation or merger with or
      into any other corporation or corporations, or as a result of the
      conveyance or transfer of all or substantially all of the properties and
      estates of the Company as an entirety to any other corporation and
      thereafter “Company” will mean such successor
  corporation;

            


    

     

    
      	
               
      

            	
              (b)

            	
              “Company’s
      Auditors” means an independent firm of accountants duly appointed as
      auditors of the Company;

            


    

     

    
      	
               
      

            	
              (c)

            	
              “Director”
      means a director of the Company for the time being, and reference, without
      more, to action by the directors means action by the directors of the
      Company as a Board, or whenever duly empowered, action by an executive
      committee of the Board;

            


    

     

    
      	
               
      

            	
              (d)

            	
              “herein”,
      “hereby” and similar expressions refer to these Terms and Conditions as
      the same may be amended or modified from time to time; and the expression
      “Article” and “Section,” followed by a number refer to the specified
      Article or Section of these Terms and
  Conditions;

            


    

     

    
      	
               
      

            	
              (e)

            	
              “person”
      means an individual, corporation, partnership, trustee or any
      unincorporated organization and words importing persons have a similar
      meaning;

            


    

     

    
      	
               
      

            	
              (f)

            	
              “shares”
      means the common shares in the capital of the Company as constituted at
      the date hereof and any shares resulting from any subdivision or
      consolidation of the shares;

            


    

     

    
      	
               
      

            	
              (g)

            	
              “Warrant
      Holders” or “Holders” means the holders of the Warrants;
    and

            


    

     

    
      	
               
      

            	
              (h)

            	
              “Warrants”
      means the warrants of the Company issued and presently authorized and for
      the time being outstanding.

            


    

     

    1.2                      Gender

     

    Words
importing the singular number include the plural and vice versa and words
importing the masculine gender include the feminine and neuter
genders.

     

    1.3                      Interpretation not affected
by Headings

     

    The
division of these Terms and Conditions into Articles and Sections, and the
insertion of headings are for convenience of reference only and will not affect
the construction or interpretation thereof.

     

    1.4                      Applicable
Law

     

    The
Warrants will be construed in accordance with the laws of the State of
Nevada.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    
      	
              2.

            	
              ISSUE OF
      WARRANTS

            


    

     

    2.1                      Additional
Warrants

     

    The
Company may at any time and from time to time issue additional warrants or grant
options or similar rights to purchase shares of its capital stock.

     

    2.2                      Warrant to Rank Pari
Passu

     

    All
Warrants and additional warrants, options or similar rights to purchase shares
from time to time issued or granted by the Company, will rank pari passu whatever may be
the actual dates of issue or grant thereof, or of the dates of the certificates
by which they are evidenced.

     

    2.3                      Issue in substitution for
Lost Warrants

     

    
      	
               
      

            	
              (a)

            	
              In
      case a Warrant becomes mutilated, lost, destroyed or stolen, the Company,
      at its discretion, may issue and deliver a new Warrant of like date and
      tenor as the one mutilated, lost, destroyed or stolen, in exchange for and
      in place of and upon cancellation of such mutilated Warrant, or in lieu
      of, and in substitution for such lost, destroyed or stolen Warrant and the
      substituted Warrant will be entitled to the benefit hereof and rank
      equally in accordance with its terms with all other Warrants issued or to
      be issued by the Company.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      applicant for the issue of a new Warrant pursuant hereto will bear the
      cost of the issue thereof and in case of loss, destruction or theft
      furnish to the Company such evidence of ownership and of loss,
      destruction, or theft of the Warrant so lost, destroyed or stolen as will
      be satisfactory to the Company in its discretion and such applicant may
      also be required to furnish indemnity in amount and form satisfactory to
      the Company in its discretion, and will pay the reasonable charges of the
      Company in connection therewith.

            


    

     

    2.4                      Warrant Holder Not a
Shareholder

     

    The
holding of a Warrant will not constitute the Holder thereof a shareholder of the
Company, nor entitle him to any right or interest in respect thereof except as
in the Warrant expressly provided.

     

    
      	
              3.

            	
              NOTICE

            


    

     

    3.1                      Notice to Warrant
Holders

     

    Any
notice required or permitted to be given to the Holders will be in writing and
may be given by prepaid registered post, electronic facsimile transmission or
other means of electronic communication capable of producing a printed copy to
the address of the Holder appearing on the Holder’s Warrant or to such other
address as any Holder may specify by notice in writing to the Company, and any
such notice will be deemed to have been given and received by the Holder to whom
it was addressed if mailed, on the third day following the mailing thereof, if
by facsimile or other electronic communication, on successful transmission, or,
if delivered, on delivery; but if at the time or mailing or between the time of
mailing and the third business day thereafter there is a strike, lockout, or
other labour disturbance affecting postal service, then the notice will not be
effectively given until actually delivered.

     

    3.2                      Notice to the
Company

     

    Any
notice required or permitted to be given to the Company will be in writing and
may be given by prepaid registered post, electronic facsimile transmission or
other means of electronic communication capable of producing a printed copy to
the address of the Company set forth below or such other address as the Company
may specify by notice in writing to the Holder, and any such notice will be
deemed to have been given and received by the Company to whom it was addressed
if mailed, on the third day following the mailing thereof, if by facsimile or
other electronic communication, on successful transmission, or, if delivered, on
delivery; but if at the time or mailing or between the time of mailing and the
third business day thereafter there is a strike, lockout, or other labour
disturbance affecting postal service, then the notice will not be effectively
given until actually delivered:

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

       

    

    Cobra Oil
& Gas Company

    Uptown
Center

    2100 West
Loop South, Suite 900

    Houston,
Texas 77027

     

    Attention:
Max Pozzoni

     

    Fax
No.  (832) 218 3687


     

    
      	
              4.

            	
              EXERCISE OF
      WARRANTS

            


    

     

    4.1                      Method of Exercise of
Warrants

     

    The right
to purchase shares conferred by the Warrants may be exercised by the Holder
surrendering the Warrant Certificate representing same, with a duly completed
and executed subscription in the form attached hereto and a bank draft or
certified cheque payable to or to the order of the Company, in Houston, Texas
for the purchase price applicable at the time of surrender in respect of the
shares subscribed for in lawful money of the United States of America, to the
Company at the address set forth in, or from time to time specified by the
Company pursuant to, Section 3.2.

     

    4.2                      Effect of Exercise of
Warrants

     

    
      	
               
      

            	
              (a)

            	
              Upon
      surrender and payment as aforesaid the shares so subscribed for will be
      deemed to have been issued and such person or persons will be deemed to
      have become the Holder or Holders of record of such shares on the date of
      such surrender and payment, and such shares will be issued at the
      subscription price in effect on the date of such surrender and
      payment.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Within
      ten business days after surrender and payment as aforesaid, the Company
      will forthwith cause to be delivered to the person or persons in whose
      name or names the shares so subscribed for are to be issued as specified
      in such subscription or mailed to him or them at his or their respective
      addresses specified in such subscription, a certificate or certificates
      for the appropriate number of shares not exceeding those which the Warrant
      Holder is entitled to purchase pursuant to the Warrant
      surrendered.

            


    

     

    4.3                      Subscription for Less Than
Entitlement

     

    The
Holder of any Warrant may subscribe for and purchase a number of shares less
than the number which he is entitled to purchase pursuant to the surrendered
Warrant. In the event of any purchase of a number of shares less than the number
which can be purchased pursuant to a Warrant, the Holder thereof upon exercise
thereof will in addition be entitled to receive a new Warrant in respect of the
balance of the shares which he was entitled to purchase pursuant to the
surrendered Warrant and which were not then purchased.

     

    4.4                      Warrants for Fractions of
Shares

     

    To the
extent that the Holder of any Warrant is entitled to receive on the exercise or
partial exercise thereof a fraction of a share, such right may be exercised in
respect of such fraction only in combination with another Warrant or other
Warrants which in the aggregate entitle the Holder to receive a whole number of
such shares.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

       

    

    4.5                      Expiration of
Warrants

     

    After the
expiration of the period within which a Warrant is exercisable, all rights
thereunder will wholly cease and terminate and such Warrant will be void and of
no effect.

     

    4.6                      Time of
Essence

     

    Time will
be of the essence hereof.

     

    4.7                      Subscription
Price

     

    Each
Warrant is exercisable at a price per share (the “Exercise Price”) of
US$1.18.  One (1) Warrant and the Exercise Price are required to
subscribe for each share during the term of the Warrants.

     

    4.8                      Adjustment of Exercise
Price

     

    
      	
               
      

            	
              (a)

            	
              The
      Exercise Price and the number of shares deliverable upon the exercise of
      the Warrants will be subject to adjustment in the event and in the manner
      following:

            


    

     

    
      	
               
      

            	
              (i)

            	
              If
      and whenever the shares at any time outstanding are subdivided into a
      greater or consolidated into a lesser number of shares the Exercise Price
      will be decreased or increased proportionately as the case may be; upon
      any such subdivision or consolidation the number of shares deliverable
      upon the exercise of the Warrants will be increased or decreased
      proportionately as the case may be.

            


    

     

    
      	
               
      

            	
              (ii)

            	
              In
      case of any capital reorganization or of any reclassification of the
      capital of the Company or in the case of the consolidation, merger or
      amalgamation of the Company with or into any other Company (hereinafter
      collectively referred to as a “Reorganization”), each Warrant will after
      such Reorganization confer the right to purchase the number of shares or
      other securities of the Company (or of the Company’s resulting from such
      Reorganization) which the Warrant Holder would have been entitled to upon
      Reorganization if the Warrant Holder had been a shareholder at the time of
      such Reorganization.

            


    

     

    In any
such case, if necessary, appropriate adjustments will be made in the application
of the provisions of this Article Four relating to the rights and interest
thereafter of the Holders of the Warrants so that the provisions of this
Article Four will be made applicable as nearly as reasonably possible to
any shares or other securities deliverable after the Reorganization on the
exercise of the Warrants.

     

    The
subdivision or consolidation of shares at any time outstanding into a greater or
lesser number of shares (whether with or without par value) will not be deemed
to be a Reorganization for the purposes of this clause 4.8(a)(ii).

     

    
      	
               
      

            	
              (b)

            	
              The
      adjustments provided for in this Section 4.8 are cumulative and will become
      effective immediately after the record date or, if no record date is
      fixed, the effective date of the event which results in such
      adjustments.

            


    

     

    4.9                      Determination of
Adjustments

     

    If any
questions will at any time arise with respect to the Exercise Price or any
adjustment provided for in Section 4.8, such questions will be conclusively
determined by the Company’s Auditors, or, if they decline to so act any other
firm of certified public accountants in the United States of America that the
Company may designate and who will have access to all appropriate records and
such determination will be binding upon the Company and the Holders of the
Warrants.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    
      	
              5.

            	
              COVENANTS BY THE
      COMPANY

            


    

     

    5.1                      Reservation of
Shares

     

    The
Company will reserve and there will remain unissued out of its authorized
capital a sufficient number of shares to satisfy the rights of purchase provided
for herein and in the Warrants should the Holders of all the Warrants from time
to time outstanding determine to exercise such rights in respect of all shares
which they are or may be entitled to purchase pursuant thereto and
hereto.

     

    
      	
              6.

            	
              WAIVER OF CERTAIN
      RIGHTS

            


    

     

    6.1                      Immunity of Shareholders,
etc.

     

    The
Warrant Holder, as part of the consideration for the issue of the Warrants,
waives and will not have any right, cause of action or remedy now or hereafter
existing in any jurisdiction against any past, present or future incorporator,
shareholder, Director or Officer (as such) of the Company for the issue of
shares pursuant to any Warrant or on any covenant, agreement, representation or
warranty by the Company herein contained or in the Warrant.

     

    
      	
              7.

            	
              MODIFICATION OF TERMS,
      MERGER, SUCCESSORS

            


    

     

    7.1                      Modification of Terms and
Conditions for Certain Purposes

     

    From time
to time the Company may, subject to the provisions of these presents, modify the
Terms and Conditions hereof, for the purpose of correction or rectification of
any ambiguities, defective provisions, errors or omissions herein.

     

    7.2                      Warrants Not
Transferable

     

    The
Warrant and all rights attached to it are not transferable.

     

    DATED as
of the date first above written in these Terms and Conditions.

     

    
      
        	 	COBRA
      OIL & GAS COMPANY	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/
      Massimiliano Pozzoni	 
	 	 	MASSIMILIANO
      POZZONI	 
	 	 	 	 
	 	 	 	 


      

       

    

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    FORM OF
SUBSCRIPTION

     

    
      	
              TO:

            	
              Cobra
      Oil & Gas Company

                    
                Uptown
      Center

              

                    
                2100
      West Loop South, Suite 900

              

                    
                Houston,
      Texas 77027

              

            


    

     

    The
undersigned Holder of the within Warrants hereby subscribes for 319,149 common
shares (the “Shares”) of Cobra Oil & Gas Company (the “Company) pursuant to
the within Warrants at US$1.18 per Share on the terms specified in the said
Warrants.  This subscription is accompanied by a certified cheque or
bank draft payable to or to the order of the Company for the whole amount of the
purchase price of the Shares.

     

    The
undersigned Holder hereby certifies that the undersigned is not a U.S. person
and is not subscribing for the Shares on Behalf of a U.S. person.

     

    The
undersigned hereby directs that the Shares be registered as
follows:

    


    
      	
              NAME(S) IN FULL

            	 
      	
              ADDRESS(ES)

            	 
      	
              NUMBER OF SHARES

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	      
              TOTAL:

            	 
      	 
      


    

     

    (Please
print full name in which share certificates are to be issued, stating whether
Mr., Mrs. or Miss is applicable).

     

    DATED
this ________  day of __________________ , ______.

     

    In the
presence of:

     

    
      	Signature of
      Witness 	 	Signature of Warrant
      Holder	 


    

     

    Please
print below your name and address in full.

     

    
      	Name
      (Mr./Mrs./Miss)	 	 	 
	 	 	 	 
	Address	 	 	 
	 	 	 	 


    

     

    INSTRUCTIONS FOR
SUBSCRIPTION

     

    The
signature to the subscription must correspond in every particular with the name
written upon the face of the Warrant without alteration or enlargement or any
change whatever.  If there is more than one subscriber, all must
sign.

     

    In the
case of persons signing by agent or attorney or by personal representative(s),
the authority of such agent, attorney or representative(s) to sign must be
proven to the satisfaction of the Company.

     

    If the
Warrant certificate and the form of subscription are being forwarded by mail,
registered mail must be employed.