Lexaria Corp: Exhibit 10-2 - Filed by newsfilecorp.com






Exhibit 10.2

ASSIGNMENT AGREEMENT 

THIS ASSIGNMENT is made effective as of this 13th
day of September, 2010 

BETWEEN: 

LEXARIA CORP., a company
incorporated under the laws of the State of Nevada, having a business office at
#950 - 1130 West Pender, Vancouver, British Columbia, Canada V6E 4A4 

(the “Assignor,” or,
“Lexaria”) 

AND: 

Emerald Atlantic, LLC, a
business in the State of Texas, having an office at #11714 Spriggs Way,
Houston Texas 77024 

(the “Assignee”) 

WHEREAS: 

	A. 	
      The Assignor and the Assignee are in the business of
      natural resources exploration and development;

	 	 	 
	B. 	
      On or about July 29, 2010, the Assignor and David
      DeMartini, who is the sole beneficiary and director of Emerald Atlantic
      LLC, entered into an assignment agreement which, through the execution of
      this new Assignment Agreement dated September 13, 2010, is agreed by David
      DeMartini, the Assignor and the Assignee to be null and void and with no
      further value or force;

	 	 	 
	C. 	
      Lexaria has entered into a farmout, option and
      participation letter agreement dated December 21, 2005 (the “Head
      Agreement”), a copy of which is attached as Exhibit I hereto, with Griffin
      & Griffin Exploration L.L.C. (“Griffin”) with respect to the following
      property:

	 	 	 
		(1) 	
      Belmont Lake Field, Wilkinson County, Mississippi,
      Section 41-T2N-R4W

	 	 	 
	D. 	
      Lexaria currently has the right to earn:

	 	 	 
		(1) 	
      A PERPETUAL 32% (gross) and 20.802815% (net) working
      interest in the Belmont Lake wells to be drilled and known as PP F-12-2;
      PP F-12-4; PP F-12- 5, and;

	 	 	 
		(2) 	
      An additional NON PERPETUAL 32% (gross) and 20.802815%
      (net) working interest the Belmont Lake wells to be drilled and known as
      PP F-12-2; PP F-12- 4; PP F-12-5, until such time as the wells achieve
      500% revenue payout (as more
particularly described below), at which time this interest ceases as per the joint operating agreement (the “Non Perpetual Interest”). 











	
 	
 
	
E. 		
On or about June 25, 2010, the Assignor entered into an Authorization For Expenditure agreement (the “AFE”) with Griffin, a copy of which is attached as Exhibit II hereto, to participate in the drilling and completion of
the PP F-12-2; PP F-12-4; PP F-12-5 wells by paying a 32% share of the costs of drilling and completing of the PP F-12-2; PP F-12- 4; PP F-12-5 wells as per the AFE; and

	
	 	 	 
	
F. 		
The Assignee wishes to purchase from the Assignor and the Assignor wishes to sell to the Assignee a revenue interest of 20.48748% of a 32% share of the Assignor’s net revenue interest after field operating expenses in the Non
Perpetual Interest from PP F-12-2; PP F-12-4; and PP F-12-5 well (the “Assigned Interest”);

	
	 	 	 
	
G. 		
In consideration for the Assigned Non Perpetual Interest the Assignee has agreed to pay to the Assignor:

	
	 	 	 
		
(a) 		
27.31663% of the Assignor’s Non Perpetual Interest costs currently budgeted at approximately $408,116.48 but subject to revision by Griffin, being an amount of US$111,483.68 (the “Initial Consideration”) of
which $88,690.86 has already been received; and

	
	 	 	 
		
(b) 		
27.31663% of the Assignor’s 32% share of PP F-12-2; PP F-12-4; and PP F-12-5 Non Perpetual Interest well costs from time to time for infrastructure, pipes, tanks, compressors, trucking, etc, as recommended for expenditure by
Griffin (the “Subsequent Consideration”); and,

	
	 	 	 
	
H. 		
Upon the terms and subject to the conditions set forth in this Assignment, the consent of Griffin with respect to the Assignment herein having been obtained, the Assignor wishes to assign and the Assignee wishes to accept the
assignment of the Assigned Non Perpetual Interest as shown above in and to the Participation Agreement.

	



NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree each
with the other as follows: 

	
1. 		
The Assignor hereby assigns, transfers and sets over to the Assignee, effective as of the date hereof, all proportionate rights, interest and benefits in the Assigned Non Perpetual Interest held by or granted to the Assignor in
and to the Participation Agreement between the Assignor and Griffin but limited to a gross 500% revenue payout based on the total amount paid under the Initial Consideration and the Subsequent Consideration after which all rights, interests and
benefits cease; and details of which are referenced in the attached Exhibit II. The Assignee hereby acknowledges and agrees that the Assignor is making no representation or covenant as to whether any oil revenue will be recovered from the Assigned
Non Perpetual Interest.

	









	2. 	
      The Assignee hereby agrees to pay to the Assignor the
      Initial Consideration, within 5 days of the signing of this
    Assignment.

	 	 
	3. 	
      The Assignee hereby agrees to pay to the Assignor the
      Subsequent Consideration as required and or demanded by the Assignor. In
      the event the Assignee does not provide the Subsequent Consideration
      within five (5) business days, Griffin shall withhold such amount of
      revenue from the Assigned Interest in order to satisfy the then amount
      outstanding of the Subsequent Consideration.

	 	 
	4. 	
      The Assignor warrants and represents to the Assignee that
      as of the date of this Assignment, the Participation Agreement is in full
      force and effect, without modification or amendment, that the Assignor has
      the full right and authority to assign the Assigned Interest and all of
      the Assigned Interest’s rights, interest and benefits held by or granted
      to the Assignor in and to the Participation Agreement and that such
      rights, interest and benefits assigned to the Assignee herein are free of
      lien, encumbrance or adverse claim.

	 	 
	5. 	
      The Assignee hereby assumes and agrees to perform all
      obligations of the Assignor with respect to the Assigned Non Perpetual
      Interest under the Participation Agreement and guarantees to hold the
      Assignor harmless from any claim or demand of any kind made
    hereunder.

	 	 
	6. 	
      This Assignment shall be binding upon and inure to the
      benefit of the parties, their successors and assigns.

	 	 
	7. 	
      Each of the parties hereto will co-operate with the
      others and execute and deliver to the other parties hereto such other
      instruments and documents and take such other actions as may be reasonably
      requested from time to time by any other party hereto as necessary to
      carry out, evidence, and confirm the intended purpose of this
      Assignment.

	 	 
	8. 	
      This Assignment may not be amended except by an
      instrument in writing signed by each of the parties.

	 	 
	9. 	
      This Assignment and the Exhibit hereto contain the entire
      agreement between the parties with respect to the subject matter hereof
      and supercede all prior arrangements and understandings, both written and
      oral, express or implied, with respect thereto. Any preceding
      correspondence or offers are expressly superceded and terminated by this
      Assignment.

	 	 
	10. 	
      All notices and other communications required or
      permitted under this Assignment must be in writing and will be deemed
      given if sent by personal delivery, faxed with electronic confirmation of
      delivery, internationally recognized courier or registered or certified
      mail (return receipt requested), postage prepaid, to the parties at the
      following addresses (or at such other address for a party as will be
      specified by like notice):







	 	 	 	 
	 	If to the Assignor: 	If to the Assignee: 	If to Griffin: 


	 	950 - 1130 West Pender St. 	#11714 Spriggs Way 	LeFleur’s Gallery 
	 	Vancouver BC 	Houston Texas 	P.O. Box 12274 
	 	V6E 4A4 	77024 	Jackson, MS, 39236 
	 	604.602.1633 ph 	281-925-0172 ph 	601.713.1146 ph 
	 	604.602.1625 fax
	dcd@att.net email
	601.713.1175 fax 



	11. 	
      This Assignment will be governed by and construed in
      accordance with the laws of the Province of British Columbia, Canada as
      applicable to contracts made and performed therein.

	 	 
	12. 	
      This Assignment may be executed in one or more
      counterparts, all of which will be considered one and the same Assignment
      and will become effective when one or mare counterparts have been signed
      by each of the parties and delivered to the other parties, it being
      understood that all parties need not sign the same counterpart.

	 	 
	13. 	
      This Agreement may be executed by delivery of executed
      signature pages by fax and such fax execution will be effective for all
      purposes.

	 	 
	14. 	
      Time is of essence in this
Assignment.



IN WITNESS WHEREOF the parties have executed this
Assignment as of the day and year first above written. 

	ASSIGNOR 	ASSIGNEE 
	 	 
	LEXARIA CORP. 	EMERALD ATLANTIC LLC 
	 	 
	Per:                                                                                     
      	Per:                                                                                       
      
	               
         Authorized Signatory 	           
             Authorized Signatory 
	 	 
	Name: Bal Bhullar 	Name: David DeMartini 
	Title: CFO, Director 	Title: President