Infrastructure Materials Corp.: Exhibit 10.1 - Filed by newsfilecorp.com






STANDBY SUPPORT AGREEMENT 

     This Standby Support Agreement (this
“Agreement”) is made as of the 25th day of March, 2015 by and among Mont
Strategies Inc., a Canadian corporation (“Mont Strategies”), and Infrastructure
Materials Corp., a Delaware corporation (the “Company”).

     WHEREAS, Mont Strategies is a
significant shareholder of the Company and is controlled by a member of the
Company’s Board of Directors;

     WHEREAS, as a consequence of Mont
Strategies' relationship with the Company, Mont Strategies wishes to provide
financial support to assist the Company in meeting its operating expenses; and


WHEREAS, Mont Strategies desires to lend, and the Company
desires to borrow, funds over the term of this Agreement; such funds to be used
by the Company as working capital, subject to the terms and conditions contained
herein. 

     NOW, THEREFORE, based upon the
mutual promises contained herein and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Company and Mont
Strategies (each a “Party” and collectively the “Parties”) agree as
follows: 

	 	1. 	
      Term. The Term of this Agreement
      shall be two (2) years commencing on the date hereof and ending on the day
      that is the second anniversary of the date hereof (the “Term”).

	 	 	 
	 	2. 	
      Agreement to
  Support.




	 	a. 	
      During the Term, Mont Strategies agrees to favorably
      consider making funds available to the Company to be advanced at the
      discretion of Mont Strategies following written requests of the Company
      (i) stating the amount of the request and (ii) accompanied by supporting
      documentation showing the basis for the amount of the request and the
      projected uses for the funds requested. The supporting documentation
      required by Mont Strategies shall be in the discretion of Mont
      Strategies.

	 	 	 
	 	b. 	
      The advancement of each loan under this Agreement, if
      any, shall be made at the sole discretion of Mont Strategies. Nothing in
      this Agreement constitutes an obligation of Mont Strategies to fund a loan
      to the Company.

	 	 	 
	 	c. 	
      All loans advanced hereunder shall be made pursuant to a
      demand note and shall be unsecured. Such demand notes shall be pre-payable
      by the Company at any time and bear interest at four percent (4%) per
      annum.








	 	d. 	
      All funds advanced hereunder shall be paid in lawful
      money of the United States of America or
Canada.




	 	3. 	
      Insolvency of Company. In the event
      that the Company shall generally not be able pay its debts as such debts
      become due, or shall admit in writing its inability to pay its debts
      generally, or shall make a general assignment for the benefit of
      creditors; or the Company files a petition in bankruptcy or institutes any
      action under federal or state law for the relief of debtors or seeks or
      consents to the appointment of an administrator, receiver, custodian or
      similar official for the wind up of its business (or has such a petition
      or action filed against it and such petition action or appointment is not
      dismissed or stayed within forty-five (45) days); then, upon the said
      occurrence and continuance of any one or more of such events, Mont
      Strategies, at its option, may terminate this Agreement.

	 	 	 
	 	4. 	
      Assignment; Amendment. This Agreement shall
      be binding upon the Parties and may not be assigned (directly or
      indirectly) by either Party without the prior written consent of the other
      Party. This Agreement may only be amended or modified by a written
      instrument executed by each of Mont Strategies and the Company.

	 	 	 
	 	5. 	
      No Third Party Beneficiaries. This
      Agreement is for the benefit of the Company only and not for the benefit
      of any third party or creditor of the Company.

	 	 	 
	 	6. 	
      Miscellaneous.




	 	a. 	
      The paragraph headings in this Agreement are for
      convenience only and are not intended to govern, limit, or affect the
      meanings of the Articles or Sections.

	 	 	 
	 	b. 	
      This constitutes the entire agreement between the
      Company and Mont Strategies with respect to the subject matter hereof and
      supersedes any and all prior understandings, written or oral.

	 	 	 
	 	c. 	
      No amendments, modifications or additions to this
      Agreement shall be binding unless in writing and signed by the Parties,
      except as may herein otherwise be provided.

	 	 	 
	 	d. 	
      This Agreement shall be construed, interpreted, and
      enforced under and in accordance with the laws of the State of Delaware
      without regard to principles of conflicts of laws.

	 	 	 
	 	e. 	
      If for any reason any provision of this Agreement shall
      be deemed by a court of competent jurisdiction to be legally invalid or
      unenforceable, the validity and enforceability of the remainder of this
      Agreement shall not be affected and such provision shall be deemed
      modified to the minimum extent necessary to make such provision consistent with
      applicable law and, in its modified form, such provision shall then be
      enforceable and enforced.



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	 	f. 	
      The Company and Mont Strategies hereby knowingly,
      voluntarily and intentionally waive any right to trial by jury they may
      have in any action or proceeding, in law or in equity, in connection with
      this Agreement or the transactions related hereto. The Company represents
      and warrants that no representative or agent of Mont Strategies has
      represented, expressly or otherwise, that Mont Strategies will not, in the
      event of litigation, seek to enforce this jury trial waiver. The Company
      acknowledges that Mont Strategies has been induced to enter into this
      Agreement by, among other things, the provisions of this
section.

	 	 	 
	 	g. 	
      This Agreement may be executed in multiple counterparts,
      each of which shall be an original and all of which shall constitute one
      instrument.



     IN WITNESS WHEREOF, the Company
and Mont Strategies have duly executed this Support Agreement as of the 25th day
of March, 2015. 

	 	INFRASTRUCTURE MATERIALS CORP. 
	 	 
	 	/s/
      Mason Douglas
	 	Mason Douglas, President and CEO 
	 	 
	 	 
	 	MONT STRATEGIES INC. 
	 	 
	 	/s/
      Todd Montgomery 
	 	Todd Montgomery, CEO 


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