Maverick Minerals Corporation - Exhibit 10.2 - Filed by newsfilecorp.com






PLEDGE AND SECURITY AGREEMENT 

                   
This Pledge and Security Agreement is made and entered into on September 20,
2010, by and between Maverick Minerals Corporation, a Nevada corporation (the
“Pledgor”), and Art Brokerage, Inc., a Nevada corporation (the
“Pledgee”). 

W I T N E S S E T H: 

THIS PLEDGE AND SECURITY AGREEMENT IS MADE AND ENTERED INTO
WITH REFERENCE TO THE FOLLOWING FACTS: 

         
A.      Pledgor has executed and delivered to Pledgee a
Loan Agreement of even date herewith (the “Loan”) in the original
principal amount of $2,400,000.00. 

         
B.      As a condition of Pledgee making the Loan,
Pledgor is required to execute and deliver this Pledge and Security Agreement
for the purpose of securing the performance of the obligations of Pledgor under
the Loan, as well as entering into the General Security Agreement dated as of
the date hereof between the Pledgor and Pledgee (the “Security
Agreement”). 

          NOW,
THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND PROMISES HEREINAFTER SET
FORTH AND OTHER VALUABLE CONSIDERATION, THE PLEDGOR AND PLEDGEE AGREE AS
FOLLOWS: 

         
1.      Defined Terms. The following
terms used herein shall have the following meanings: 

         
“Code” means the Uniform Commercial Code from time to time in
effect in the State of Nevada. 

         
“Collateral” means the Pledged Stock and all Proceeds. 

         
“Loan” means the Loan of even date herewith described above in
Recital A. 

         
“Obligations” means all obligations of the Pledgor under the terms
and conditions of the Loan. 

         
“Pledge and Security Agreement” means this Pledge and Security
Agreement, as amended, supplemented or otherwise modified from time to time.


         
“Pledged Stock” means the all the shares of capital stock
of Eskota Energy Corporation, a Texas corporation (the
“Corporation”), evidenced by Stock Certificate No. __ and all
shares of capital stock of the Corporation hereafter acquired by Pledgor,
including all certificates, options, rights, distributions (cash or otherwise),
splits, warrants and other distributions issued as an addition to, in
substitution or in exchange for, or on account of the Pledged Stock. 

         
“Proceeds” means all “proceeds” as such term is defined in Section
104.9102 of the Code in effect on the date hereof with respect to the Pledged
Stock and, in any event, shall include, without limitation, all dividends or other income from
the Pledged Stock, collections thereon or distributions with respect thereto.

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2.      Pledge; Grant of Security
Interest. The Pledgor hereby grants to the Pledgee a first priority
security interest in the Collateral, as collateral security for the prompt and
complete payment and performance when due of the Obligations. Pledgor agrees to
deliver to Pledgee who will act as bailee, upon execution of this Agreement, the
certificate or certificates representing the Pledged Stock. Upon the acquisition
by Pledgor of additional shares of the capital stock of the Corporation, Pledgor
shall deliver over to Pledgee the certificate or certificates evidencing such
shares together with a stock power or powers required under Section 3 hereof.


         
3.      Stock Powers. Concurrently with
the delivery to Pledgee of the certificates representing the Pledged Stock, the
Pledgor shall deliver an undated stock power or stock powers covering such
certificate or certificates, duly executed in blank, to be held by Pledgee, as
bailee. 

         
4.      Representations and Warranties.
The Pledgor represents and warrants that

                   
(a)      Corporation is duly organized, validly
existing and in good standing under the laws of the State of Texas; 

                   
(b)      that Pledgor has full power, right, authority
and competence to execute, deliver and perform this Pledge and Security
Agreement in accordance with its terms; 

                   
(c)      this Pledge and Security Agreement constitutes
a legal, valid and binding obligations of the Pledgor enforceable in accordance
with its terms, except as enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the enforcement
of creditors’ rights generally; 

                   
(d)      the execution, delivery and performance of
this Pledge and Security Agreement by the Pledgor will not violate any provision
of any applicable law or contractual obligation of the Pledgor or Corporation
and will not result in the creation or imposition of any lien on any of the
properties or revenues of the Pledgor or the Corporation pursuant to any
applicable law or contractual obligation of the Pledgor or the Corporation,
except as contemplated hereby; and 

                   
(e)      Pledgor owns the Pledged Stock free and clear
of all liens, encumbrances or security interests, save and except for the
security interest herein granted. The Pledge Stock represents 100% of the equity
interest in the Corporation. 

                   
(f)      Pledgor is not required to obtain any consent,
approval or authorization from, or to file any declaration or statement with,
any governmental instrumentality or other agency or any other individual or
entity in connection with, or as a condition to, the execution, delivery or
performance hereof. 

                   
(g)      Corporation is the only subsidiary of Pledgor.


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5.      Covenants. The Pledgor covenants
and agrees with the Pledgee that, from and after the date of this Pledge and
Security Agreement until the Obligations are paid and performed in full: 

                   
(a)      Without the prior written consent of the
Pledgee, the Pledgor will not (i) sell, assign, transfer, exchange or otherwise
dispose of, or grant any option with respect to, the Collateral, (ii) create,
incur or permit to exist any lien or option in favor of, or any claim of any
person with respect to, any of the Collateral, or any interest therein, except
for the lien provided for by this Pledge and Security Agreement or (iii)
notwithstanding any provision of this Agreement to the contrary, cause or permit
the Corporation to issue additional shares of capital stock of the Corporation
or options obligating the Corporation to issue additional shares of capital
stock without the prior written consent of Secured Party.

                   
(b)      At any time and from time to time, upon the
written request of the Pledgee, and at the sole expense of the Pledgor, the
Pledgor will promptly and duly execute and deliver such further instruments and
documents and take such further actions as the Pledgee may reasonably request
for the purposes of obtaining or preserving the full benefits of this Pledge and
Security Agreement and of the rights and powers herein granted. 

                   
(c)      If Pledgor receives any payment or property
from the Collateral in violation of the terms of this Pledge and Security
Agreement, Pledgor will hold such payment or property in trust for Pledgee and
forthwith pay over or deliver the same to Pledgee in the form received with
appropriate endorsement or assignment in-blank to be applied in accordance with
the terms hereof. 

                   
(d)      Pledgor agrees that if it holds at any time in
the future any securities of any other entity (whether a subsidiary of Pledgor
or otherwise), Pledgor will immediately enter into a Pledge and Security
Agreement with Pledgee on substantially identical terms as this Agreement in
order to add such securities as additional collateral for repayment of the Loan.


         
6.      Cash Dividends; Voting Rights.
Unless an event of default in respect of the Obligations shall occur and shall
not be cured within ten (10) days after receipt by Pledgor from Pledgee of
written notice of such default, the Pledgor shall be permitted to receive all
cash dividends paid in the normal course of business of the Corporation in
respect of the Pledged Stock and to exercise all voting and corporate rights
with respect to the Pledged Stock. Pledgor hereby grants to Pledgee a proxy to
vote the Pledged Stock in such event. 

         
7.      Possession of Stock Certificate by
Bailee. In order to perfect Pledgee’s security interest in the shares of
stock, Pledgee, as bailee, shall maintain physical possession of the stock
certificate or certificates evidencing the Pledged Stock and stock power or
powers executed by Pledgor for the benefit of Pledgee. Pledgor also authorizes
Pledgee to file UCC-1 Financing Statements in the Office of the Nevada Secretary
of State to evidence the security interest in the Pledged Stock to third
parties. Upon performance by Pledgor of all of the Obligations, Pledgee shall
deliver the stock certificate evidencing the Pledged Stock and stock power over
to Pledgor. If an event of default shall occur in respect of the Obligations or
a “Default” under the Loan Agreement or Security Agreement, Pledgee shall send notice of
such default to Pledgor by certified mail, return receipt requested. If Pledgee
does not receive notice from Pledgor that it contests that a default in respect
of the Obligations has occurred within five (5) days after receipt of such
notice from Pledgee, Pledgee may exercise its rights and remedies under the
terms of this Pledge and Security Agreement, the Security Agreement and the
Code. Pledgor and Corporation hereby authorize Pledgee to act as bailee and
escrow holder in accordance with the foregoing instructions. 

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          In the
event of a dispute between Pledgee and Pledgor as to the duties and obligations
hereunder, or in the event Pledgee shall receive conflicting instructions from
Pledgor as to the existence of a Default or other matters, the parties hereto
expressly agree that Pledgee shall have the absolute right at its election to
file an action in interpleader requiring the Pledgee and Pledgor to answer and
litigate their several claims and rights among themselves and it is authorized
to deposit the stock certificate or certificates evidencing the Pledged Stock
and the stock power or powers held by it as bailee with the Clerk of the Court
of Clark County, Nevada. As between Pledgor and Pledgee, the prevailing party in
any such action shall be entitled to reimbursement from the other party for any
costs, expenses and reasonable attorneys’ fees paid by such party in connection
with such interpleader action.

         
8.      Remedies. If an event of Default
(as defined in the Loan Agreement and Security Agreement) in respect of the
Obligations shall occur and shall not be cured within ten (10) days after
receipt by Pledgor from Pledgee of notice of such default, the Pledgee shall be
entitled to possession of the stock certificate or certificates evidencing the
Pledged Stock and the stock power or powers held by Pledgee, as bailee, and may
exercise, in addition to all other rights and remedies granted in this Pledge
and Security Agreement and in any other instrument or agreement securing,
evidencing or relating to the Obligations, all rights and remedies of a secured
party under the Code. Without limiting the generality of the foregoing, the
Pledgee, without demand of performance or other demand, presentment, protest,
advertisement or notice of any kind (other than the notice and opportunity to
cure set forth above and any notice required to be given to the Pledgor under
the Code or applicable law) may in such circumstances forthwith collect,
receive, appropriate and realize upon the Collateral, or any part thereof,
and/or may forthwith sell, assign, give option or options to purchase or
otherwise dispose of and deliver the Collateral or any part thereof (or contract
to do any of the foregoing), in one or more parcels at public or, to the extent
permitted by law, private sale or sales, in the over-the-counter market, at any
exchange, broker's board or office of the Pledgee or elsewhere upon such terms
and conditions as they may deem advisable and at such prices as they may deem
best, for cash or on credit or for future delivery without assumption of any
credit risk. The Pledgee shall have the right upon any such public sale or
sales, and, to the extent permitted by law, upon any such private sale or sales,
to purchase the whole or any part of the Collateral so sold. The Pledgee shall
apply any Proceeds from time to time held by them and the net proceeds of any
such collection, recovery, receipt, appropriation, realization or sale, after
deducting all reasonable costs and expenses of every kind incurred therein or
incidental to the care or safekeeping of any of the Collateral or in any way
relating to the Collateral or the rights of the Pledgee hereunder, including,
without limitation, reasonable attorneys’ fees and disbursements, to the payment
in whole or in part of the Obligations, in such order as the Pledgee may elect,
and only after such application and after the payment by the Pledgee of any
other amount required by any provision of law, including, without limitation, Section 104.9615 of the
Code, need the Pledgee account for the surplus, if any, to the Pledgor. If any
notice of a proposed sale or other disposition of Collateral shall be required
by law, such notice shall be deemed reasonable and proper if given at least 10
days before such sale or other disposition. 

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          The
security interest granted hereby is a continuing security interest and no notice
of the creation or existence of any Obligation or of any renewal, extension or
modification thereof need be given by Pledgee. The security interest shall
continue in effect notwithstanding that from time to time no Obligations may
exist. Pledgor hereby expressly waives demand, presentment, protest and notice
of a dishonor on any and all of the Obligations. Pledgor hereby authorizes
Pledgee to file any financing statements in the offices of the Nevada Secretary
of State or any other public office (including in Texas and Canada) which
Pledgee, in its discretion, deems necessary from time to time to perfect the
pledge and security interest granted hereby. 

         
9.      Private Sales. 

                   
(a)      The Pledgor recognizes that the Pledgee may be
unable to effect a public sale of any or all the Pledged Stock, by reason of
certain prohibitions contained in the Securities Act and applicable state
securities laws or otherwise, and may be compelled to resort to one or more
private sales thereof to a restricted group of purchasers which will be obliged
to agree, among other things, to acquire such securities for their own account
for investment and not with a view to the distribution or resale thereof. The
Pledgor acknowledges and agrees that such circumstances shall not, in and of
themselves, result in a determination that such sale was not made in a
commercially reasonable manner. Pledgee shall not be required to cause the
Collateral to be registered under any securities laws prior to the disposition
thereof. 

                   
(b)      The Pledgor further agrees to use its
reasonable efforts to do or cause to be done all such other acts as may be
necessary to make any sale or sales of all or any portion of the Pledged Stock
pursuant to this paragraph 9 valid and binding and in compliance with any and
all other applicable law. Pledgor hereby waives and agrees not to assert any
defenses against an action for specific performance of such covenants except for
a defense that no event of default has occurred under the Obligations. 

         
10.     Powers Coupled with an Interest. All
authorizations and agencies herein contained with respect to the Collateral are
irrevocable and are powers coupled with an interest. 

         
11.     Severability. Any provision of this
Pledge and Security Agreement which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction. 

         
12.     Paragraph Headings. The paragraph
headings used in this Pledge and Security Agreement are for convenience of
reference only and are not to affect the construction hereof or be taken into
consideration in the interpretation hereof. 

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13.     Waivers and Amendments; Successors and
Assigns. None of the terms or provisions of this Pledge and Security
Agreement may be waived, amended, supplemented or otherwise modified except by a
written instrument executed by Pledgor and the Pledgee, provided that any
provision of this Pledge and Security Agreement may be waived by the Pledgee in
a letter or agreement executed by the Pledgee or by telex or facsimile
transmission from the Pledgee. This Pledge and Security Agreement shall be
binding upon the successors and assigns of the Pledgor and shall inure to the
benefit of the Pledgee and their successors and assigns.

          14.   
 Notices. Any notice, demand or other document to be given,
or any delivery to be made hereunder shall be effective if in writing and
delivered in person and left with, or if faxed and confirmed by prepaid
registered letter addressed to the attention of:

in the case of the Pledgor, addressed
as follows: 

MAVERICK MINERALS CORPORATION

2501 Lansdowne Avenue 
Saskatoon, SK S7J 1H3 

in the case of the Pledgee, addressed
as follows: 

ART BROKERAGE, INC. 
2245 N.
Green Valley Pkwy, Ste. 429 
Henderson, Nevada 89014 

With a copy (which copy shall not
constitute notice) to: 

Holland & Hart LLP,
5441
Kietzke Lane, Second Floor,
Reno, NV 89511,
Attention: David A.
Garcia,
Fax: (775) 786-6179,
Email: dgarcia@hollandhart.com 

Any notice, demand or other document or delivery so given or
made will be deemed to have been given or made and received at the time of
delivery in person or on the business day next following the date of faxing of
the same. Any party hereto may from time to time by notice in writing change his
or its address (or in the case of a corporate party, the designated recipient)
for the purposes of this section. 

         
15.     Termination of Agreement. When all of
the Obligations have been satisfied in full, this Pledge and Security Agreement
shall terminate and the certificates evidencing the Pledged Stock and the stock
power delivered to Pledgee, as bailee, by Pledgor shall be delivered over to
Pledgor by Pledgee. 

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16.     GOVERNING LAW/JURISDICTION. THIS
PLEDGE AND SECURITY AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF
NEVADA. PLEDGOR HEREBY CONSENTS TO THE PERSONAL JURISDICTION OF THE STATE AND
FEDERAL COURTS LOCATED IN THE STATE OF NEVADA IN CONNECTION WITH ANY CONTROVERSY
RELATED TO THIS PLEDGE AND SECURITY AGREEMENT, WAIVES ANY ARGUMENT THAT VENUE IN
SUCH FORUMS IS NOT CONVENIENT AND AGREES THAT ANY LITIGATION INSTIGATED IN
CONNECTION WITH THIS PLEDGE AND SECURITY AGREEMENT SHALL BE VENUED IN EITHER THE
DISTRICT COURTS OF CLARK COUNTY, NEVADA OR THE UNITED STATES DISTRICT COURT FOR
THE DISTRICT OF NEVADA, CLARK COUNTY DIVISION. 

          17.    
Attorneys' Fees. Pledgor agrees, upon the occurrence of a
Default, to pay all costs of Pledgee including reasonable attorneys' fees in the
collection of the Collateral and the enforcement of any of Pledgee's rights
against Pledgor hereunder. 

          18.    
Further Assurances. Pledgor agrees that at any time and from
time to time upon the written request of Pledgee, Pledgor promptly will (x)
execute, deliver, and record all stock powers, financing statements and such
further documents and instruments and (y) do any and all such further acts and
things as Pledgee may request consistent with the provisions hereof in order to
effect the purposes of this Agreement and protect the interests of Pledgee under
this Agreement. Without limiting the generality of the foregoing, Pledgor agrees
to promptly take such actions (or to cause its subsidiaries and its and their
representatives, agents, and legal counsel) as may be requested by the Pledgee
to give effect to the transactions provided for herein under the laws of any
jurisdiction in which any subsidiary is incorporated, including, without
limitation, jurisdictions outside the U.S. 

[Signature page follows] 

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          IN
WITNESS WHEREOF, the undersigned have caused this Pledge and Security Agreement
to be duly executed and delivered as of the date first above written. 

	 	Maverick Minerals, Inc., a Nevada corporation
    
	 	 
	 	 
	 	By: 
	 	/s/ Robert Kinloch
	 	 
	 	Its:    President 
	 	 
	 	“Pledgor” 
	 	 
	 	 
	 	Art Brokerage, Inc., a Nevada corporation

	 	 
	 	 
	 	By: 
	 	/s/ Donna Rose
	 	 
	 	Its:    President 
	 	 
	 	“Pledgee” 


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