EXHIBIT
10.1
SETTLEMENT
AGREEMENT
THIS AGREEMENT , effective as of the date of the last signature
affixed below (“Effective Date”), is made by and
between Cobra Oil & Gas Corporation, a Texas corporation having
a principal place of business at 2201 Kell Blvd., Wichita Falls,
Texas 76308 (“Cobra Corporation”), and Cobra Oil &
Gas Company, a Nevada corporation having a principal place of
business at 2100 West Loop South, Suite 900, Houston, Texas 77027
(“Cobra Company”). The foregoing parties are
referred to individually as a “Party” and collectively
as the “Parties.”
WHEREAS , Cobra Corporation has alleged that Cobra
Company’s use of “Cobra,” “Cobra Oil &
Gas,” and/or “Cobra Oil & Gas Company”
violates Cobra Corporation’s rights in and to the names and
marks “Cobra,” “Cobra Oil & Gas,”
and/or “Cobra Oil & Gas Corporation” (all of the
foregoing collectively the “Cobra Marks”), and Cobra
Corporation has filed suit against Cobra Company in the United
States District Court for the Southern District of Texas, Houston
Division, Case No. 4:09-cv-02601, styled Cobra Oil & Gas
Corporation v. Cobra Oil & Gas Company
(“Lawsuit”). The foregoing is collectively
referred to as the “Dispute”; and
WHEREAS , the Parties have agreed that it is in their
respective best interests to resolve the Dispute and thereby save
the time, money, and resources which would have been expended on
the Dispute.
NOW THEREFORE , for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
Parties agree as follows:
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Within sixty
(60) days of the Effective Date (“Initial Period”),
Cobra Company, its employees, officers, affiliates, and related
companies shall cease all use of: (a) the terms COBRA, COBRA OIL
& GAS, and/or COBRA OIL & GAS COMPANY, alone or in
combination with other terms, logos, marks, and/or designs; and (b)
colorable imitations of such terms, which include but are not
limited to the Cobra Marks. Items (a) and (b) are
collectively referred to as the “Prohibited
Marks”. Cobra Company shall voluntarily surrender
and or cancel all registrations and pending applications for the
Prohibited Marks before any and all jurisdictions, including domain
name registrations, and shall not file or re-file for any
registrations or applications in the future. The
foregoing cessation of use of the Prohibited Marks shall include
but not be limited to use in advertising and investor
documentation, in Information Statements or other documents filed
with the SEC, signage, vehicles, or web pages, as part of a domain
name, a business or company name, or an email address, in metadata,
and as ad words or keywords.
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Should Cobra
Company be unable to change to a new name, and thus cease use of
the Prohibited Marks, within the Initial Period due to a delay
caused by a material request from the SEC or from
NASDAQ, Cobra Company shall have additional time beyond
the Initial Period as reasonably necessary to cease use of the
Prohibited Marks, so long as it exercises good faith efforts to
satisfy the material request (“Grace
Period”). Cobra Company agrees to notify Cobra
Corporation of its need and a reasonable estimate of time for the
Grace Period, along with details of its good faith
efforts.
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Within five (5)
days of the end of the Initial Period or the Grace Period in
Section 1.1 whichever is later, Cobra Company shall destroy all
items and information, including but not limited to investor
solicitations, business cards, advertisements, and signage that
contains any of the Prohibited Marks, provided however, Cobra
Company may retain in the ordinary course of business its internal
business records that may display the Prohibited Marks.
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Within ten (10)
days of the end of the five (5) day period set forth in Section
1.2, Cobra Company shall certify to Cobra Corporation that it has
fully complied with the terms and conditions of Sections 1.1 and
1.2. Such certificati
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