ASSIGNMENT AND ASSUMPTION
AGREEMENT
This Assignment and Assumption
Agreement (the “ Agreement ”) is made as of
February 10th 2009, among SENERGY PARTNERS LLC , a Nevada
limited liability corporation having an address for business at
2245 N. Green Valley Parkway, Ste 429, Henderson, Nevada 89014
(“ Senergy ”), ART BROKERAGE, INC. , a
Nevada company with an address for business at 368 Bradford Drive,
Henderson, Nevada (“ ABI ”) and Maverick
Minerals Corporation, a Nevada Corporation with an address for
business at 2501 Lansdowne Avenue, Saskatoon, Saskatchewan, S7J 1H3
(the “ Company ”).
WHEREAS:
A. The Company is indebted to ABI
in the amount of $447,500 (the “ Debt
”);
B. ABI wishes to assign, and
Senergy wishes to assume, all of ABI’s right, title, interest
and obligation in the Debt (the “ Assigned Debt
”) based on the terms and conditions set out herein;
and
C. The Company seeks to execute
this Agreement solely to consent to and acknowledge the assignment
of the Assigned Debt as contemplated by this Agreement.
NOW THEREFORE THIS ASSIGNMENT
AND AGREEMENT WITNESSES THAT in consideration of the mutual covenants and
agreements set out herein and other good and valuable
consideration, the receipt and sufficiency of which is
acknowledged, the parties acknowledge and agree as
follows:
1. Assignment . ABI hereby
assigns, and Senergy hereby assumes, any and all right, title,
interest and obligation of the Assigned Debt and Senergy further
agrees to be bound by the terms and conditions of the Assigned Debt
as if it were an original signatory thereto (the “
Assignment ”).
2. Effect of Assignment .
Except as amended by this Agreement, the parties hereto acknowledge
that the Assigned Debt remains in full force and effect.
3. Consent . The Company
hereby consents to and acknowledges the Assignment. The Company
agrees to pay Senergy when any payment is made with respect to the
Assigned Debt.
4. Representations of ABI
. ABI hereby represents and covenants that:
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(a)
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to the best knowledge of ABI,
there is no claim, charge, arbitration, grievance, action, suit,
investigation or proceeding by or before any court, arbiter,
administrative agency or other governmental authority now pending
or threatened against the Assigned Debt or against ABI as holder of
the Assigned Debt that, if adversely resolved or determined, would
have a material adverse effect on the value of the Assigned Debt;
and
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(b)
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neither the execution, delivery
and performance of this Agreement, nor the consummation of the
Assignment will conflict with, result in a violation of, cause a
default under (with or without notice, lapse of time or both) or
give rise to a right of termination, amendment, cancellation or
acceleration of any material obligation contained in or the loss of
an
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