Unassociated Document


     

    EXHIBIT
10.1

     

    SETTLEMENT
AGREEMENT

    


    THIS
SETTLEMENT AGREEMENT ("Agreement") is made as of August 31, 2009 by and among
Cobra Oil & Gas Company, a Nevada corporation with its principal offices at
Uptown Center, 2100 North Loop South, Suite 400, Houston, TX 77002 (the
“Company”) and Douglas Berry, an individual with an address of 14188 Marine
Drive, White Rock, B. C., Canada V4B 1A8 (“DB”).  The foregoing
parties are sometimes referred to hereinafter collectively as the “Parties”, and
each, individually, as a “Party”.

    


    RECITALS

    


    A.           DB
has made loans to the Company in the aggregate principal amount of $110,625 (the
“Loans”).

    


    B.           Interest
is due on the Loans in the aggregate amount of $14,637.45.

    


    C.           The
Company owes DB an aggregate amount of $125,262.45 (the “Debt”) in principal and
interest.

    


    D.           The
Parties wish to settle the Debt through the issuance of restricted shares of the
Company’s common stock valued at $0.816 per share, which represents a 20%
discount to the $1.02 closing price for the Company’s common stock on August 31,
2009.

    


    AGREEMENT

    


    NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, and in consideration of the mutual promises,
covenants and conditions herein contained, the Parties agree as
follows:

    


    1.           Settlement.  The
Parties acknowledge and agree that the Company has an outstanding Debt to DB in
the amount of $125,625.45.  In full satisfaction thereof, the Parties
have agreed that the Company will issue to DB 153,508 shares of the Company’s
restricted common stock (the “Shares”).

    


    2.           Release.  Upon
receipt of the Shares, DB forever discharges and releases the Company and each
of its agents, attorneys, representatives, assigns, predecessors, successors and
related entities from any and all claims, damages, actions, judgments,
obligations, attorneys’ fees, indemnities, subrogations, duties, demands,
controversies and liabilities of every nature at law or in equity, liquidated,
or unliquidated, known or unknown, matured or unmatured, foreseeable or
unforeseeable, which he had or has arising out of any circumstance, thing, or
event alleged, or arising out of the Debt.

    


    3.           Entire
Agreement.  This Agreement contains the sole, complete and
entire agreement and understanding of the Parties concerning the matters
contained herein and may not be altered, modified, or changed in any manner
except by a writing duly executed by the Parties.  No Party is relying
on any representations other than those expressly set forth
herein.  No conditions precedent to the effectiveness of this
Agreement exists, other than as expressly provided for herein.  There
are no oral or written collateral agreements hereto.  All prior
discussions and negotiations have been and are merged, integrated into and
superseded by this Agreement.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    4.           Waiver.  The
delay or failure of a Party to exercise any right, power or privilege hereunder,
or failure to strictly enforce any breach or default shall not constitute a
waiver with respect thereto; and no waiver of any such right, power, privilege,
breach or default on any one occasion shall constitute a waiver thereof on
subsequent occasion unless clear and express notice thereof in writing is
provided.

    


    5.           Applicable Law;
Venue.  This Agreement shall be governed by and construed and
enforced in accordance with and subject to the laws of the State of New York,
and any and all actions brought under this Agreement shall be brought in the
state or federal courts sitting in New York, New York.

    


    6.           Warranties.  The
Parties, and each of them, warrant:  (i) that they, and each of them,
have the sole right and exclusive authority to execute this Agreement; and (ii)
that they have not sold, assigned, transferred, conveyed or otherwise disposed
of any claim, demand, cause of action, obligation, damage or liability covered
in this Agreement.

    


    7.           Recitals
Incorporated.  The Recitals of this Agreement are incorporated
herein and made a part hereof.

    


    8.           Counterparts.  This
Agreement may be executed in one or more counterparts, all of which together
constitute one single document.

    


    9.           Facsimile
Signatures.  This Agreement and any documents relating to it
may be executed and transmitted to any other party by facsimile, which facsimile
shall be deemed to be, and utilized in all respects as, an original, wet-inked
document.

    


    IN
WITNESS WHEREOF, the Parties hereto have executed this Settlement Agreement as
of the day and year first written above.

     

    
      
        	 	COBRA OIL & GAS
      COMPANY	 
	 	 	 	 
	
              	
                By:
      

              	/s/
      Massimiliano Pozzoni	 
	 	Name:  	Massimiliano
      Pozzoni	 
	 	Title:  	President	 
	 	 	 	 
	 	 	 	 
	 	 	/s/
      Douglas Berry	 
	 	 	Douglas
      Berry