Lexaria Corporation - Exhibit 10.1 - Filed by newsfilecorp.com






Exhibit 10.1

LOAN AGREEMENT 

THIS AGREEMENT made the 30th day of March, 2012 

AMONG: 

Chris Bunka 
5774 Deadpine
Drive 
Kelowna, BC V1P 1A3 

(herein called the “Lender”) 

OF THE FIRST PART AND: 

LEXARIA CORP., of 
950 – 1130
West Pender Street, 
Vancouver BC V6E 4A4, 
Fax 604 602 1625 

(herein called the “Company”) 

OF THE SECOND PART 

WHEREAS: 

A. This Loan Agreement (the “Loan Agreement”) is entered into
this date by and between the Lender and the Company on a month to month basis
with no fixed term. 

B. The purpose of this Loan Agreement is to set out terms of
the arrangement by which Lender agrees to make a loan of USD$50,000 (“Loan”)
available to the Company.

1. DEFINITIONS 

1.1 “Indebtedness” means all loans and advances made or which
may be made by the Lender to the Company and Interest thereon and all costs,
charges and expenses of or incurred by the Lender in connection with any
Securities and in connection with any property covered by or comprised in the
Securities, whether in protecting, preserving, realizing or collecting any
Securities or property aforesaid or attempting so to do or otherwise and all
other obligations and liabilities, present or future, direct or indirect,
absolute or contingent, mature or not, of the Company to the Lender arising
under or by virtue of this Agreement, the Securities or otherwise howsoever.


1.2 “Interest” will be at 12%. 

1.3 “Principal” means the aggregate principal amount of money
loaned to the Company by the Lender of USD$50,000 dollars. 




- 2 - 

1.4 “Securities” means the securities referred to in Article 3
or any renewal thereof or substitution therefore. 

2. TERMS OF THE LOAN 

2.1 The Lender will lend to the Company, and the Company will
borrow from the Lender by way of one advance to be evidenced by a promissory
note in the form attached hereto as Schedule “A”, the Principal sum of fifty
thousand dollars (USD) subject to the terms and conditions of this Agreement and
the Securities. 

2.2 For value received, Company promises to pay to Lender on
the first annual anniversary of the date of this Loan Agreement (the “Maturity
Date”) the amount of the Principal which has been advanced hereunder and remains
outstanding from the date of funding.

2.3 Notwithstanding the above the Company may repay at any time
any or all of the Principal then outstanding and accrued and unpaid Interest on
giving 20 days notice to the Lender. In this event the Company may elect to
repay the Principal at any time in advance of the Maturity Date. 

3. SECURITY FOR THE LOAN


3.1 The loan shall be unsecured.

4. AFFIRMATIVE COVENANTS OF THE
COMPANY 

4.1 At all times while any Principal or Interest on the Loan is
outstanding, the Company will: 

	 	(a) 	
      maintain the properties and assets being the subject of
      the Securities in good repair;

	 	 	 
	 	(b) 	
      keep true records and books of account in which full,
      true and correct entries will be made in accordance with generally
      accepted accounting principles consistently applied throughout the period
      involved, and maintain adequate accounts and reserves for all taxes,
      including taxes on income and profits, all depreciation and amortization
      of his properties and assets and all such other reserves for contingencies
      as would normally be required in accordance with generally accepted
      accounting principles;

	 	 	 
	 	(c) 	
      permit any representative of the Lender to visit and
      inspect the properties charged by the Securities and to examine the
      Company’s books, records, leases and other documents relating thereto and
      to enquire from time to time as to particulars of any of the foregoing,
      all at such times and so often as may reasonably be requested;
  and

	 	 	 
	 	(d) 	
      forthwith upon request of the Lender execute and deliver
      to the Lender all such further and other mortgages, deeds, documents,
      matters, acts, things and insurances in law (collectively, the “Ancillary
      Items”) for the purpose of record or otherwise which the Lender may
reasonably require to perfect the intentions and provisions of this Agreement;
provided that the Company will not be obligated to execute and deliver any
Ancillary Items where the execution and delivery of such Ancillary Items would
breach the terms and conditions of any lease of real property existing on the
date hereof to which the Company is a party. 







- 3 - 

5. DEFAULT 

5.1 Default by the Company. The occurrence of one or
more of the following events shall constitute an “event of default”, namely:


	 	(a) 	
      if the Company fails to make payment of the Indebtedness
      or any part thereof as and when the same comes due and payable;

	 	 	 
	 	(b) 	
      if any representation or warranty contained herein or
      otherwise made in writing to the Lender in connection with any of the
      transactions contemplated by this Agreement is found to be false or
      misleading or incorrect in any material respect on the date which it was
      made;

	 	 	 
	 	(c) 	
      if the Company defaults in the performance of or
      compliance with any term, covenant or agreement contained in this
      Agreement or in any of the Securities and the default is not remedied
      within twenty (20) days after notice thereof has been given to the
      Company;

	 	 	 
	 	(d) 	
      the entry of a decree or order for relief by a court
      having jurisdiction in respect of the Company in an involuntary case under
      the federal bankruptcy laws, as now or hereafter constituted, or any other
      applicable federal or state bankruptcy, insolvency or other similar
      laws;

	 	 	 
	 	(e) 	
      the commencement by the Company of a voluntary case under
      the federal bankruptcy laws, as now or hereafter constituted, or any other
      applicable federal or state bankruptcy, insolvency or other similar
      laws;

	 	 	 
	 	(f) 	
      the appointment of a receiver, liquidator, assignee,
      custodian, trustee, sequestrator (or similar official) of the Company or
      for any material part of the Company’s property;

	 	 	 
	 	(g) 	
      the consent by the Company to the appointment of, or
      taking possession by, a receiver, liquidator, assignee, custodian,
      trustee, sequestrator (or similar official) of the Company or for any
      material part of the Company’s property;

	 	 	 
	 	(h) 	
      the issuance of an order for the winding up or
      liquidation of the affairs of the Company and the continuance of such
      decree, order or appointment unstayed and in effect for a period of sixty
      (60) consecutive days;

	 	 	 
	 	(i) 	
      the making by the Company of an assignment for the
      benefit of its creditors;







- 4 - 

	 	(j) 	
      the institution by or against the Company of any formal
      or informal proceeding for the dissolution or liquidation of, settlement
      of claims against or winding-up of the affairs of the Company;

	 	 	 
	 	(k) 	
      the threat by the Company of ceasing to carry on business
      or the Company ceasing to carry on business;

	 	 	 
	 	(l) 	
      the entry of a decree or order or an effective resolution
      passed for winding-up the Company;

	 	 	 
	 	(m) 	
      the entry by the Company into any reconstruction,
      reorganization, amalgamation, merger or other similar arrangement with any
      other person; or

	 	 	 
	 	(n) 	
      if any encumbrancer takes possession of the properties
      being the subject of the Securities or being financed with the Loan,
      unless the Company in good faith dispute the encumbrancer’s claim and
      non-payment does not jeopardize the title of the Company to any such
      property or any way impairs any of the Securities;
or



5.2 Upon the occurrence of any one of these events of default,
the entire amount of the Principal and Interest then outstanding shall
immediately become due and payable. 

5.3 Lender’s delay or failure to insist upon the strict
performance of the Company’s obligations under this Loan Agreement or the
Securities shall not be construed as a waiver of Lender’s right to later require
strict performance nor as a waiver of any of Lender’s legal and equitable
remedies. 

6. PAYMENT ON MATURITY 

6.1 On the Maturity Date, the Company will deliver the
Principal then outstanding and any earned Interest due Lender by wire transfer
to Lender’s nominated bank account or in cash or certified cheque delivered to
the address of Lender. 

7. NOTICES 

7.1 Any notice, request, demand, claim, instruction, or other
document to be given to any party pursuant to this Loan Agreement shall be in
writing delivered personally or sent by mail, registered or certified, postage
fully prepaid, as follows: 

	 	(a) 	
      If to, Lender to the address set forth on the first page
      of this Loan Agreement.

	 	 	 
	 	(b) 	
      If to Company, to the addresses set forth on the first
      page of this Loan Agreement, with a copy to:



Madonald Tuskey, Corporate and
Securities Lawyers 
400-570 Granville Street 
Vancouver, BC V6C 3P1

Attention: William L. Macdonald 
Fax: 604 681 4760 




- 5 - 

7.2 Any party may give any notice, request, demand, claim,
instruction, or other document under this section using any other means
(including expedited courier, messenger service, telecopy, facsimile, telex,
ordinary mail, or electronic mail), but no such notice, request, demand, claim,
instruction, or other document shall be deemed to have been duly given unless
and until it actually is received by the individual for whom it is intended. Any
party may change its address for purposes of this section by giving notice of
the change of address to the other party in the manner provided in this section.


8. TERMINATION 

8.1 This Loan Agreement may, by written notice, be terminated
as follows: 

	 	(a) 	
      by either the Company or the Lender if a material breach
      of any provision of this Loan Agreement has been committed by the other
      party and such breach has not been waived; or

	 	 	 
	 	(b) 	
      by mutual written consent of the Company and
    Lender.



8.2 Each Party’s right of termination is in addition to any
other rights it may have under this Loan Agreement or otherwise, and the
exercise of a right of termination will not be an election of remedies;
provided, however, that if this Loan Agreement is terminated by a party because
of a breach of the Loan Agreement by the other party or because one or more of
the conditions to the terminating party’s obligations under this Loan Agreement
is not satisfied as a result of the other party’s failure to comply with its
obligations under this Loan Agreement, the terminating party’s right to pursue
all legal remedies will survive such termination unimpaired. For greater
certainty, termination of this Loan Agreement does not release the Company from
its obligations hereunder in respect of any Principal then outstanding. 

9. INDEMNIFICATION 

9.1 All representations, warranties, covenants, and obligations
in this Loan Agreement, and any other certificate or document delivered pursuant
to this Loan Agreement will survive the Loan Agreement. The right to
indemnification, payment of damages or other remedy based on such
representations, warranties, covenants, and obligations will not be affected by
any investigation conducted with respect to, or any knowledge acquired (or
capable of being acquired) at any time, whether before or after the execution
and delivery of this Loan Agreement, with respect to the accuracy or inaccuracy
of or compliance with, any such representation, warranty, covenant, or
obligation. The waiver of any condition based on the accuracy of any
representation or warranty, or on the performance of or compliance with any
covenant or obligation, will not affect the right to indemnification, payment of
damages, or other remedy based on such representations, warranties, covenants,
and obligations. 

9.2 The Company and the Lender mutually agree to indemnify and
hold each other harmless along with their respective representatives,
stockholders, controlling persons, and affiliates (collectively, the
“Indemnified Persons”) for, and will pay to the Indemnified Persons the amount
of, any loss, liability, claim, damage (including incidental and consequential
damages), expense (including costs of investigation and defense and reasonable
attorneys’ fees) or diminution of value, whether or not involving a third-party
claim, arising, directly or indirectly, from or in connection with any breach of any
representation, warrant, covenant or obligation made by the other Party in this
Loan Agreement.




- 6 - 

10. GENERAL PROVISIONS 

10.1 The Parties agree to furnish upon request to each other
such further information, and to execute and deliver to each other such other
documents, and to do such other acts and things, all as the other party may
reasonably request for the purpose of carrying out the intent of this Loan
Agreement. 

10.2 The rights and remedies of the parties to this Loan
Agreement are cumulative and not alternative. Neither the failure nor any delay
by any party in exercising any right, power, or privilege under this Loan
Agreement or the documents referred to in this Loan Agreement will operate as a
waiver of such right, power, or privilege, and no single or partial exercise of
any such right, power, or privilege will preclude any other or further exercise
of such right, power, or privilege or the exercise of any other right, power, or
privilege. To the maximum extent permitted by applicable law, (a) no claim or
right arising out of this Loan Agreement or the documents referred to in this
Loan Agreement can be discharged by one party, in whole or in part, by a waiver
or renunciation of the claim or right unless in writing signed by the other
party; (b) no waiver that may be given by a party will be applicable except in
the specific instance for which it is given; and (c) no notice to or demand on
one party will be deemed to be a waiver of any obligation of such party or of
the right of the party giving such notice or demand to take further action
without notice or demand as provided in this Loan Agreement or the documents
referred to in this Loan Agreement. 

10.3 This Loan Agreement supersedes all prior agreements
between the parties with respect to this loan and constitutes (along with the
documents referred to in this Loan Agreement) a complete and exclusive statement
of the terms of the agreement between the parties with respect to its subject
matter. This Loan Agreement may not be amended except by a written agreement
executed by the party to be charged with the amendment. 

10.4 Neither party may assign any of its rights under this Loan
Agreement without the prior consent of the other parties. This Loan Agreement
will apply to, be binding in all respects upon, and inure to the benefit of the
successors and permitted assigns of the parties. Nothing expressed or referred
to in this Loan Agreement will be construed to give any Person other than the
parties to this Loan Agreement any legal or equitable right, remedy, or claim
under or with respect to this Loan Agreement or any provision of this Loan
Agreement. This Loan Agreement and all of its provisions and conditions are for
the sole and exclusive benefit of the parties to this Loan Agreement and their
successors and assigns. 

10.5 If any provision of this Loan Agreement is held invalid or
unenforceable by any court of competent jurisdiction, the other provisions of
this Loan Agreement will remain in full force and effect. Any provision of this
Loan Agreement held invalid or unenforceable only in part or degree will remain
in full force and effect to the extent not held invalid or unenforceable. 

10.6 This Loan Agreement will be governed by the laws of the
Province of British Columbia. 




- 7 - 

10.7 This Loan Agreement may be signed in as many counterparts
is as necessary and all signatures so executed shall constitute one Agreement,
binding on all Parties as if each was a signatory on the original. 

11. SIGNATURES 

11.1 IN WITNESS WHEREOF, the parties have executed and
delivered this Loan Agreement as of the date first written above. 

Per:
_______________
        Chris Bunka 

LEXARIA CORP. 

Per: _______________
      
Bal Bhullar, CFO and Authorized Signatory 




SCHEDULE “A” 

PROMISSORY NOTE 

USD$50,000 

March 30, 2012 

FOR VALUE RECEIVED, the undersigned (the “Borrower”) promise to
pay to Chris Bunka of 5774 Deadpine Drive, Kelowna B.C. Canada, (the “Lender”)
the principal sum of fifty thousand USD dollars (USD$50,000) in lawful currency
of the USD (the “Principal Sum”), as herein provided.

The Principal Sum or such amount as shall remain outstanding
from time to time shall bear 12% interest thereon, both before and after each of
maturity, default and judgment commencing on the day the Principal Sum is
advanced by the Lender to the Borrower.

The Principal Sum aforesaid will become due and payable by
mutual consent. 

Extension of time of payment of all or any part of the amount
owing hereunder at any time or times and failure of the Lender to enforce any of
its rights or remedies hereunder shall not release the Borrower from its
obligations hereunder or constitute a waiver of the rights of the Lender to
enforce any rights and remedies therein. 

On default in payment of any sum due hereunder for the
Principal Sum or Interest or after 15 days’ notice of Default to the Borrower
upon the occurrence of an Event of Default as defined pursuant to the Loan
Agreement, entered into between the Borrower and the Lender and dated for
reference March 30, 2012, or any amendments thereto, the unpaid balance of the
Principal Sum and all accrued Interest thereon shall at the option of the Lender
forthwith become due and payable. 

The undersigned, when not in default hereunder, will have the
privilege of prepaying in whole or in part the Principal Sum, upon 20 days’
notice to the Lender. 

Presentment, protest, notice of protest and notice of dishonour
are hereby waived. 

LEXARIA CORP. 

Per:
__________________
        Bal Bhullar,
CFO and Authorized Signatory