Lexaria Bioscience Corp. - Exhibit 10.1 - Filed by newsfilecorp.com





Exhibit 10.1 

SERVICES AGREEMENT 

THIS AGREEMENT dated for reference the 17th day of
January, 2018. 

BETWEEN: 


  
    
      
        Lexaria Bioscience Corp., a company duly incorporated
          under the laws of the State of Nevada and having its office at 156 Valleyview
          Rd, Kelowna BC Canada V1X 3M4 

        (hereinafter referred to as the “Company”) 

      

    

  



OF THE FIRST PART 

AND 


  
    
      
        JGRNT Capital Corp. of XXXXXX XXXX, Toronto,
          Ontario, . 

        (hereinafter referred to as "JGRNT" or “Consultant”) 

      

    

  



WHEREAS: 

	A. 	
      The Company wishes to engage JGRNT for corporate
      development and to provide services to it on the terms and conditions
      hereinafter set forth.

	 	 
	B. 	
      JGRNT has agreed to provide the services to the Company
      on the terms and conditions set out in this
Agreement.



NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of
the premises and of the covenants and agreements hereinafter contained the
parties hereto have agreed as follows: 

1.    ENGAGEMENT OF SERVICES 

	1.1. 	
      The Company hereby engages JGRNT to provide services as
      an independent contractor to the Company under the direction and approval
      of the Company’s President and Chief Executive Officer; and JGRNT hereby
      agrees to perform the following duties required of him in accordance with
      the terms of this agreement namely:




	 	A. 	
      Introductions, discussions and negotiations with
      individuals and corporations to assist the company’s growth &
      financing – including potential technology partners; licensees; finance
      providers; strategic partners, and more.

	 	 	 
	 	B. 	
      Creating/maintaining investor related material including
      assisting with press release creation, corporate presentations, website
      content, etc. Keeping the message to the financial markets
  aligned.

	 	 	 
	 	C. 	
      Other corporate development activities, which may include
      contract negotiating and revisions.

	 	 	 
	 	D. 	
      Other activities as may be required to help build the
      business, which could also include strategic financing partners, or merger
      and acquisition opportunities.

	 	 	 
	 	E. 	
      New geographical markets for products; and contemplation
      of new products for existing geographical markets.

	 	 	 
	 	F. 	
      General Services. JGRNT shall serve the Company (and/or
      such subsidiary or subsidiaries of the company as the Company may from
      time to time require) in such consulting capacity or capacities as may
      from time to time be determined by resolution of the Board of Directors or
      senior management of the Company and shall perform such duties as an
      independent contractor. JGRNT will work as needed with lawyers, partners,
      and other stakeholders as required by the Company. JGRNT shall fulfill
      all other duties that should be reasonably
expected by and at the pleasure of the Company’s management (together with all
other items within this Section 1.1, the “Services”). 







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2.    TERM 

	2.1. 	
      The initial term of this Agreement shall be for a period
      of one (1) year, commencing as of the 17th day of January 2018
      and continuing month to month thereafter with all terms in effect unless
      and until terminated or upon Agreement expiry as hereinafter
    provided.



3.    SERVICES 

	3.1 	
      JGRNT agrees to perform the Services contracted hereunder
      in the following manner:




	 	(a) 	
      to carry out all functions associated with the Services
      to the best of his skill and ability for the exclusive benefit of the
      Company and to act at all times during the term of this Agreement in the
      best interests of the Company;

	 	 	 
	 	(b) 	
      to carry out the Services in a timely manner;

	 	 	 
	 	(c) 	
      to conduct himself within the expected levels of
      corporate professionalism and decorum always representing the Company to
      the highest corporate standards; and

	 	 	 
	 	(d) 	
      to use his best endeavors to preserve the goodwill and
      reputation of the Company and the relationship between the Company and its
      stakeholders.



4.    REMUNERATION 

	 	4.1. 	
      The Company shall pay to JGRNT for all Services rendered
      hereunder:

	 	 	 
	 	4.2. 	
      the sum of one thousand dollars (CDN$1,000.00) per month,
      plus HST if applicable, payable on the 30th day of each month
      (the “Monthly Fee”);

	 	 	 
	 	4.3. 	
      The Company shall issue 500,000 warrants to JGRNT, each
      to purchase one share of common stock of the Company at a price that is
      US$0.01 higher than the closing price on the OTCQX on the day previous to
      the announcement of this Agreement and that expire two years after
      issuance;

	 	 	 
	 	4.4. 	
      JGRNT’s out of pocket expenses incurred on behalf of the
      Company will be paid as per Section 8.5 of this Agreement.

	 	 	 
	 	4.5. 	
      JGRNT will be entitled to receive a bonus on terms and
      conditions that may be established and approved by not less than two
      persons of the Company’s management, in their sole discretion acting
      reasonably.

	 	 	 
	 	4.6. 	
      For new customers sourced by the Consultant during the
      first six (6) months after signing; for combined Lexaria and ViPova products and including all
      combined sales efforts and/or technology licensing revenues, achieving
      non-refundable revenues of US$200,000 to any single customer in any
      consecutive 60-day period would result in a restricted common share award
      of 100,000 Company shares; and, after the first six (6) months after
      signing and expiring twelve (12) months after signing; for combined
      Lexaria and ViPova products and including all sales efforts, achieving
      non-refundable revenues of US$200,000 to any single customer in any
      consecutive 60-day period would result in a restricted common share award
      of 50,000 Company shares; this clause limited to one payment per customer
      during the 12-month period, but payable on each customer that meets these
  sales/licensing thresholds;







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	 	4.7. 	
      For new customers sourced by the Consultant during the
      first six (6) months after signing; for combined Lexaria and ViPova
      products and including all combined sales efforts and/or technology
      licensing revenues, achieving non-refundable revenues of US$500,000 in any
      fiscal quarter would result in a restricted common share award of 200,000
      Company shares; and, after the first six (6) months after signing and
      expiring twelve (12) months after signing; for combined Lexaria and ViPova
      products and including all sales efforts, achieving non-refundable
      revenues of US$500,000 in any fiscal quarter would result in a restricted
      common share award of 100,000 Company shares; this clause limited to one
      payment per fiscal quarter;

	 	 	 
	 	4.8. 	
      Sections 4.5 and 4.6, above, collectively or
      individually, are defined as “Milestone Payments”.

	 	 	 
	 	4.9. 	
      Sections 4.5 and 4.6, above, are additive to each other.
      For example, if Consultant sources a customer that produces $650,000 in
      revenue in the first six months, then Consultant is eligible to receive
      the Milestone Payment noted in Section 4.5, but NOT eligible to receive
      the Milestone Payment noted in Section 4.6, unless the customer produces
      revenue of $700,000 or more within the first six
months.



If so requested by JGRNT and through calculation with and
JGRNT’s approval at the time of any and each award, all restricted common share
awards mentioned in this Agreement shall be subject to a reduction in the number
of restricted common shares issued to JGRNT per grant to be paid instead as cash
proportional to the tax liability to be incurred by JGRNT at the time of the
award. The Company would withhold from payment to JGRNT that fraction of
restricted common shares in each of the paragraphs in Section 3, above, that
would correspond with the federal and provincial income tax payments otherwise
payable by JGRNT specifically with respect to each award only, and JGRNT agrees
that such a hybrid payment of cash and restricted common shares would fulfill
the obligations of the Company with respect to each affected award. The intent
of this partial cash payment would be to provide cash compensation to JGRNT in
the proportionate amount of each restricted common share award and it is
expressly agreed that it remains the sole responsibility of JGRNT to remit all
amounts due to Provincial and Federal tax authorities. This provision does not
conflict with nor negate the validity of Section 4.6 or 4.7. 

5.    TERMINATION 

	 	5.1. 	
      This Agreement may be terminated by either party at any
      time by one (1) month notice in advance, in writing given by JGRNT to the
      Company, or by the Company to JGRNT.

	 	 	 	 
	 		(a) 	
      The Company may terminate this Agreement at any time,
      without further obligation to JGRNT if JGRNT breaches any of the terms and
      conditions of this Agreement;







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6.   NOTICE 

	6.1. 	
      Any notice to be given under this Agreement shall be in
      writing and shall be deemed to have been given if delivered to, or sent by
      prepaid registered post addressed to, the respective addresses of the
      parties appearing on the first page of this Agreement (or to such other
      address as one party provides to the other in a notice given according to
      this paragraph). Where a notice is given by registered post it shall be
      conclusively deemed to be given and received on the fifth day after its
      deposit in a Canada post office any place in
Canada.



7.   TAXES

	7.1	JGRNT
      shall be responsible for the payment of its income, capital gains and all other
      taxes and other remittances including but not limited to any form of insurance
      as shall be required by any governmental entity (including but not limited to
      health insurance and federal and state or provincial income taxes), with respect
      to compensation paid by the Company to JGRNT, and nothing in this Agreement
      implies or creates a relationship of employment. JGRNT agrees to indemnify the
      Company for any tax, insurance or other remittance JGRNT fails to make and which
    the Company may be obligated to pay.



8.   MISCELLANEOUS 

	8.1 	
      This Agreement may not be assigned by either party
      without the prior written consent of the other.

	 	 
	8.2 	
      The titles of headings to the respective paragraphs of
      this agreement shall be regarded as having been used for reference and
      convenience only.

	 	 
	8.3 	
      This Agreement shall enure to the benefit of and be
      binding upon the parties hereto and their respective heirs, executors,
      administrators, successors and permitted assigns.

	 	 
	8.4 	
      This Agreement shall be governed by and interpreted in
      accordance with the laws of British Columbia, Canada.

	 	 
	8.5 	
      Expenses. JGRNT shall be reimbursed for all
      travelling and other expenses actually and properly incurred by it in
      connection with its duties hereunder, not including commuting to the
      office that is the normal place of business. For all such expenses JGRNT
      shall furnish to the Company statements, receipts and vouchers for such
      out-of-pocket expenses on a monthly basis. JGRNT is pre-authorized
      to incur up to $500 per month, cumulatively, in relevant expenses.
      Amounts over $500 per month, and all air-travel and hotel expenses,
      must be pre-approved by management of the Company or will be
      disallowed. Both parties recognize that as the financial condition of the
      Company improves or deteriorates, this amount may be increased or
      decreased without making changes to this document, provided the Company
      makes JGRNT aware, in writing, of the changed amount.

	 	 
	8.6 	
      JGRNT shall not, either during the continuance of its
      contract hereunder or at any time thereafter, disclose the private affairs
      of the Company and/or its subsidiary or subsidiaries, or any secrets or
      intellectual property of the Company (together or separately and as
      described below, “Proprietary Information”) and/or its subsidiary
      or subsidiaries, to any person other than the Directors of the Company
      and/or its subsidiary or subsidiaries or for the Company's purposes and
      shall not (either during the continuance of its contract hereunder or at
      any time thereafter) use for its own purposes or for any purpose other
      than those of the Company any information it may acquire in relation to
      the business and affairs of the Company and/or
its subsidiary or subsidiaries, unless required by
  law.







- 5 - 

	8.7 	
      Proprietary Information as that term is used
      herein shall consist of the following:





	 	a) 	
      all knowledge, data and information which JGRNT may
      acquire from the documents and information disclosed to it by the Company,
      its employees, attorneys, consultants, independent contractors, clients or
      representatives whether orally, in written or electronic form or on
      electronic media including, by way of example and not by limitation, any
      products, customer lists, supplier lists, marketing techniques, technical
      processes, formulae, inventions or discoveries (whether patentable or
      not), innovations, suggestions, ideas, reports, data, patents, trade
      secrets and copyrights, made or developed by the Company and related data
      and information related to the conduct of the business of the
    Company.

	 	 	 
	 	b) 	
      Proprietary Information shall also include discussions
      with officers, directors, employees, independent contractors, attorneys,
      consultants, clients, finance sources, customers or representatives and
      the fact that such discussions are taking place.

	 	 	 
	 	c) 	
      Proprietary Information shall not be directly or
      indirectly disclosed to any other person without the prior written
      approval of the Company.

	 	 	 
	 	d) 	
      Proprietary Information may not be used during the period
      of this contract nor thereafter, for the betterment of any other
      commercial enterprise, company, project or person without the prior
      written approval of the Company.

	 	 	 
	 	e) 	
      Proprietary Information shall not include matters of
      general public knowledge, information legally received or obtained by
      JGRNT from a third party or parties without a duty of confidentiality, and
      information independently known or developed by JGRNT without the
      assistance of the Company.




	8.8 	
      JGRNT shall well and faithfully serve the Company or any
      subsidiary as aforesaid during the continuance of its contract hereunder
      and use its best efforts to promote the interests of the Company. At all
      times JGRNT will maintain a high degree of professionalism and integrity
      as would be expected in keeping with his role. JGRNT reserves the right to
      refuse any request from the Company which may, in his reasonable opinion,
      violate either Federal or State Laws in either the United States or
      Canada.

	 	 
	8.9 	
      This Agreement may be terminated forthwith by the Company
      or JGRNT without notice if either party breaches the Agreement. A breach
      may include, but is not limited to, the
following:




	 	a) 	
      The Company or JGRNT shall commit any material breach of
      any of the provisions herein contained; or

	 	 	 
	 	b) 	
      The Company or JGRNT shall be guilty of any misconduct or
      neglect in the discharge of its duties hereunder; or

	 	 	 
	 	c) 	
      The Company or JGRNT shall become bankrupt or make any
      arrangements or composition with its creditors; or

	 	 	 
	 	d) 	
      JGRNT shall become of unsound mind or be declared
      incompetent to handle his own personal affairs; or

	 	 	 
	 		
      (e) The Company or JGRNT shall be convicted of any
      criminal offence other than an offence which, in the reasonable opinion of
      the Board of Directors of the Company, does not affect his/their position
      as a consultant or a director of the Company.



This Agreement may also be terminated by either party upon
thirty (30) days written notice to the other. Should the Company terminate this
agreement for a reason not enumerated in items 8.9(a), 8.9(b), 8.9(c), 8.9(d),
or 8.9(e), JGRNT will be entitled to all Milestone Payments, as they relate to
transactions which were in process but had not yet closed at the date of his
termination, to which he would have otherwise been entitled for a period of 60 days after the date of his notice of termination. 




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8.10      In the event this Agreement
is terminated by reason of default on the part of JGRNT or the written notice of
the Company, then the provisions of Sections on Proprietary Information and on
Confidentiality shall survive the termination or expiration of this Agreement. 

8.11      Upon Termination or
expiration of this Agreement, for any reason, JGRNT shall do the following:
JGRNT must return to Lexaria immediately, all correspondence, information,
reports, emails, phone recordings or transcripts, notes, JGRNT contact
information and all other materials related to the work performed for Lexaria
including all Proprietary Information during the contract period.

	 	a) 	
      All such materials and information as referred to in
      Section 8.11 are the exclusive property of the Company. After returning,
      transmitting or otherwise sending such information to Lexaria, JGRNT must
      destroy any and all remaining copy (ies) or records of same.

	 	 	 
	 	b) 	
      All such materials and information as referred to in
      Section 8.11 were obtained during the time of the paid contract with
      Lexaria, and may not be shown, lent, given, discussed or in any way
      disclosed with or to any other party as per the terms of the contract. The
      Proprietary Information JGRNT gains or has access to during the period of
      the contract is the exclusive property of Lexaria Corp, and the provisions
      governing such proprietary information survives the termination of this
      Consulting Agreement.



8.12 The Company is aware that JGRNT is independent and may
have and may continue to have financial, management or business interests in
other companies. The Company agrees that JGRNT may continue to devote time to
such outside interests, provided that such interests do not conflict with or
hinder JGRNT’s ability to perform his duties under this Agreement. 

8.13 The services to be performed by JGRNT pursuant hereto are
personal in character, to be performed by Mr. Jamieson Bondarenko, and neither
this Agreement nor any rights or benefits arising thereunder are assignable by
JGRNT without the previous written consent of the Company. 

8.14 With the exception of any previously granted options or
restricted stock, any and all previous agreements, written or oral, between the
parties hereto or on their behalf relating to the agreement between JGRNT and
the Company are hereby terminated and cancelled and each of the parties hereto
hereby releases and forever discharges the other party hereto of and from all
manner of actions, causes of action, claims and demands whatsoever under or in
respect of any such previous agreements. 

8.15 Any notice in writing or permitted to be given to JGRNT
hereunder shall be sufficiently given if delivered to JGRNT personally or mailed
by registered mail, postage prepaid, addressed to JGRNT at the address on the
front of this Agreement. Provided any such notice is mailed via guaranteed
overnight delivery, as aforesaid shall be deemed to have been received by JGRNT
on the first business day following the date of mailing. Any notice in writing
required or permitted to be given to the Company hereunder shall be given by
registered mail, postage prepaid, addressed to the Company at the address shown
on page 1 hereof. Any such notice mailed as aforesaid shall be deemed to have
been received by the Company on the first business day following the date of
mailing provided such mailing is sent via guaranteed overnight delivery. Any
such address for the giving of notices hereunder may be changed by notice in
writing given hereunder. 

8.16 The provisions of this Agreement shall inure to the
benefit of and be binding upon JGRNT and the successors and assigns of the
Company. For this purpose, the terms "successors" and "assigns" shall include
any person, firm or corporation or other entity which at any time, whether by
merger, purchase or otherwise, shall acquire all or substantially all of the
assets or business of the Company. 

8.17 Every provision of this Agreement is intended to be
severable. If any term or provision hereof is illegal or invalid for any reason
whatsoever, such illegality or invalidity shall not affect the validity of the
remainder of the provisions of this Agreement. 




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8.18 This Agreement is being delivered and is intended to be
managed from the Province of British Columbia and shall be construed and
enforced in accordance with, and the rights of the parties shall be governed by,
the laws of such Province. Similarly no provision within this contract is deemed
valid should it conflict with the current or future laws of the United States of
America or current or future regulations set forth by the United States
Securities and Exchange Commission, the British Columbia Securities Commission,
or the Ontario Securities Commission. This Agreement may not be changed orally,
but only by an instrument in writing signed by the party against whom or which
enforcement of any waiver, change, modification or discharge is sought. 

8.19 This Agreement and the obligations of the Company herein
are subject to all applicable laws and regulations in force at the local, State,
Province, and Federal levels in both Canada and the United States. In the event
that there is an employment dispute between the Company and JGRNT, JGRNT agrees
to allow it to be settled according to applicable Canadian law in an applicable
British Columbia jurisdiction. 

8.20 The securities referred to herein will not be or have not
been registered under the United States Securities Act of 1933, as amended, and
may not be offered or sold in the United States absent registration or an
applicable exemption from registration requirements. Any and all potential or
actual common share award or stock option awards will be in compliance with all
applicable regulations in the USA and Canada. The securities issued will be
subject to a hold period in Canada of not less than four months and one day, or
for any resales possible into the USA under Rule 144, not less than six months
and one day. Hold periods may be longer if regulations so stipulate. 

8.21 This contract will expire on January 17, 2019 unless
renewed or extended by mutual written consent of both parties prior to that date
and can further serve as a month-to-month agreement after that date if both
parties so agree in writing at that time.

8.22 Any common shares that may be issued under this Agreement
will be subject to applicable hold periods and will include restricted legends
as per regulations that exist at the time of issuance. These legends will
substantially resemble the following: 


  
    
      
        "THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES
          AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN
          ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
          OF 1933, AS AMENDED (THE "1933 ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR
          SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT
          OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
          THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE WITH APPLICABLE
          STATE SECURITIES LAWS." UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE
          HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE XXXXX.

      

    

  



	8.23 	
      JGRNT understands and agrees that his name and likeness
      could be announced and circulated with regards to his role with the
      Company. His name could be disseminated through such avenues as press
      releases, websites, or other media; and in personal meetings and
      appearances and public events. JGRNT understands that as a publicly traded
      entity, the Company has certain transparency obligations to its
      shareholders, stock exchanges, and other regulatory bodies, and has legal
      obligations to disclose JGRNT’s initial and ongoing relationship with the
      Company during the normal course of business.

	 	 
	8.24 	
      Company agrees to indemnify JGRNT and hold JGRNT harmless
      from and against any and all liabilities, losses and expenses arising from
      (i) any breach of JGRNT’s representations and warranties set forth herein;
      (ii) any liability to third parties as a result of JGRNT’s
      communication and/or sale of End Products, and (iii) any claims of
      infringement raised by third parties as to the Technology or Licensed
      Patents.








- 8 - 

	8.25 	
      JGRNT agrees to indemnify Company and hold Company
      harmless from and against any and all liabilities, losses and expenses
      arising from (i) any breach of Company’s representations and warranties
      set forth herein; (ii) any liability to third parties as a result of
      Company’s communication and/or sale of End Products; and (iii) any claims
      of infringement raised by third parties as to the Technology or Licensed
      Patents.



IN WITNESS WHEREOF the parties have executed this
Agreement the day and year first above written. 

	Lexaria Bioscience Corp: 	 
	  	 
	/s/ Chris Bunka
	 
	Authorized Signatory 	 
	  	 
	  	 
	  	 
	/s/ Jamieson
      Bondarenko 	 
	JRGNT Capital Corp. 	 
	Jamieson Bondarenko