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, inde
