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





PURCHASE OF MEMBERSHIP INTEREST AGREEMENT 

THIS AGREEMENT is made as of the 23rd day of October, 2016 

AMONG: 

LEXARIA BIOSCIENCE CORP. a
Nevada corporation, with its principal offices at 156 Valleyview Road, Kelowna,
British Columbia, Canada V1X 3M4

(“Lexaria”) 

AND: 

POVIVA TEA, LLC (formerly Poppy’s
Teas, LLC), a Nevada limited liability company, with its principal offices
at 156 Valleyview Road, Kelowna, British Columbia, Canada V1X 3M4 

(“PoViva”) 

AND: 

MARIAN WASHINGTON, an
individual residing at 232 Marshside Drive, St. Augustine, Florida, U.S.A, 32080


(the “Washington”) 

AND: 

MICHELE REILLO, an individual
residing at 232 Marshside Drive, St. Augustine, Florida, U.S.A, 32080

(the “Reillo”) 

(Washington and Reillo are jointly and
individually referred to herein as the “PoViva Members”) 

WHEREAS: 

	A. 	
      Lexaria and the PoViva Members (in their capacity as the
      then sole members and managers of Poppy’s Teas LLC) are parties to that
      certain Operating Agreement dated November 11, 2014, as amended, regarding
      the ownership and management and operation of, PoViva.

	 	 
	B. 	
      Lexaria is the legal and beneficial owner of a 51%
      membership interest in PoViva;

	 	 
	C. 	
      The PoViva Members are the legal and beneficial owner of
      a 49% membership interest in PoViva;








	D. 	
      Lexaria has agreed to pay the Purchase Price, and to
      grant the Royalty (as hereinafter defined), as of the Closing Date (as
      hereinafter defined) to the PoViva Members in consideration for the
      purchase by Lexaria from the PoViva Members of 100% of the 49% Interest at
      Closing; and

	 	 
	E. 	
      Upon the terms and subject to the conditions set forth in
      this Agreement, the PoViva Members have agreed to sell the 49% Interest to
      Lexaria in consideration for the Purchase Price.



THEREFORE, in consideration of the mutual covenants and
agreements herein contained and other good and valuable consideration (the
receipt and sufficiency of which are hereby acknowledged), the parties covenant
and agree as follows: 

1.              
DEFINITIONS 

	1.1. 	
      Definitions. The following terms have the
      following meanings, unless the context indicates
  otherwise:




	 	(a) 	
      “Affiliate” means, with respect to a party, any
      individual or entity, that directly, or indirectly through one or more
      intermediaries, controls, is controlled by, or is under common control
      with the Company;

	 	 	 
	 	(b) 	
      “Agreement” or “Purchase Agreement” shall mean this
      Agreement, and all the exhibits, schedules and other documents attached to
      or referred to in this Agreement, and all amendments and supplements, if
      any, to this Agreement;

	 	 	 
	 	(c) 	
      “Closing” shall mean the completion of the Transaction,
      in accordance with Article 7 hereof, at which the Closing Documents shall
      be exchanged by the parties, except for those documents or other items
      specifically required to be exchanged at a later time;

	 	 	 
	 	(d) 	
      “Closing Date” shall mean October 27 2017, or such
      earlier or later date mutually agreed upon by the parties hereto in
      writing and in accordance with Section 11.6 following the satisfaction or
      waiver by Lexaria and the PoViva Members of the conditions precedent set
      out in Sections 5.1 and 5.2 respectively;

	 	 	 
	 	(e) 	
      “Closing Documents” shall mean the papers, instruments
      and documents required to be executed and delivered at the Closing
      pursuant to this Agreement;

	 	 	 
	 	(f) 	
      “Confidential Information” shall have the meaning set out
      in Section 6.1 herein;

	 	 	 
	 	(g) 	
      “Developments” shall have the meaning set out in Section
      6.3 herein;

	 	 	 
	 	(h) 	
      “Effective Date” means the date first written
    above;




	 	(i) 	
      “Intellectual Property” means means all rights and title
      under copyright, or trademark, and all trade-names, designs, Technical
      Know-How, Patents and other intellectual property rights of any kind
      throughout the world, whether registered or not, owned or controlled by PoViva and relating to the
      Patents or to the products or services of PoViva and which exist as of the
  Effective Date;








	 	(j) 	
      “Liabilities” shall include any direct or indirect
      indebtedness, guaranty, endorsement, claim, loss, damage, deficiency,
      cost, expense, obligation or responsibility, fixed or unfixed, known or
      unknown, asserted choate or inchoate, liquidated or unliquidated, secured
      or unsecured;

	 	 	 
	 	(k) 	
      “Operating Agreement” means the Operating Agreement dated
      November 11, 2014, as amended, between Lexaria and Poppy’s Teas
  LLC;

	 	 	 
	 	(l) 	
      “NPR” or “Net Profit Royalty” shall have the definition
      as set out in Schedule 1;

	 	 	 
	 	(m) 	
      “49% Interest” shall mean 100% of all right, title and
      interest in and to the PoViva Shareholder’s membership interest in PoViva
      to be acquired by Lexaria, being a 49% membership interest;

	 	 	 
	 	(n) 	
      “Party(ies)” means each Lexaria, PoViva, and the PoViva
      Members;

	 	 	 
	 	(o) 	
      “Patents” shall mean U.S. Provisional Patent Application
      Serial Nos. 62/010,621 (filed June 11, 2014), 62/037,706 (filed August 15,
      2014), and 62/153.835 (filed April 28, 2015) and any patents issuing
      therefrom in the U.S. and in non-U.S. jurisdictions, together will
      divisions, continuations, continuations-in-part, re- examinations,
      reissues, substitutions, or extensions thereof and any patents issuing
      therefrom in the U.S. and in non-U.S. jurisdictions;

	 	 	 
	 	(p) 	
      “Personal Use License” means a non-exclusive,
      non-assignable, non-transferable license, for the life of the PoViva
      Member, to personally practice the patents for personal, non-public,
      non-commercial, and non-charitable purposes. Without limiting the
      foregoing, the scope of practice permitted by the Personal Use License
      shall be strictly limited to the production of comestibles incorporating
      the Patents by the PoViva Members, within the confines of their
      households, and for their personal and household consumption. The
      donation, gifting, sale, or other distributionof comestibles or other
      goods incorporating the Patents, whether for charitable or non- charitable
      purposes, shall be strictly outside the scope of use permitted by the
      Personal Use License;

	 	 	 
	 	(q) 	
      “Purchase Price” shall have the meaning set out in
      Section 2.2;

	 	 	 
	 	(r) 	
      “Transaction” shall mean the purchase of the 49% Interest
      by Lexaria in consideration for the payment of the Purchase
  Price.





	1.2. 	
      Schedules. The following schedules are attached to
      and form part of this Agreement:





	Schedule 1 	– 	Definition of NPR 
	Schedule 2 	  	Bill of Sale




1.3        Currency.
All references to currency referred to in this Agreement are in United States
Dollars (US$), unless expressly stated otherwise. 




2.              
PURCHASE AND SALE OF MEMBERSHIP INTEREST 

	2.1. 	
      Purchase and Sale of Membership Interest. Subject
      to the terms and conditions of this Agreement, PoViva and the PoViva
      Members hereby covenant and agree to sell, assign and transfer to Lexaria,
      and Lexaria hereby covenants and agrees to purchase from the PoViva
      Members, the 49% Interest, consisting of a 100% of the PoViva Members’s
      ownership interest in PoViva.

	 	 
	2.2. 	
      Consideration. As consideration for the sale of
      the 49% Interest by the PoViva Members to Lexaria, Lexaria shall pay to
      them the Purchase Price payable as follows:




	 	(a) 	
      $70,000 to the PoViva Members ($35,000 as to Washington
      and $35,000 as to Reillo) within five (5) business days of the Effective
      Date;




	2.3. 	
      Net Profit Royalty and Personal Use License. As
      additional consideration to the PoViva Members for the transfer of the 49%
      Interest to Lexaria, and for the covenants of the PoViva Members
      hereunder, PoViva hereby grants to each of the PoViva Members, subject to
      and effective upon the Closing, the following royalty and
  license:




	 	(a) 	
      an NPR equal to 2.5% (per PoViva Member) of the Net
      Pofits of PoViva; and

	 	 	 
	 	(b) 	
      the Personal Use License.



The Personal Use License shall expire,
with respect to each PoViva Member, upon that PoViva’s Member’s death. The NPR,
with respect to each PoViva Member shall expire on the earlier of: (i) the
20th anniversary of the Closing Date; and (ii) upon that PoViva’s
Member’s death.

3.              
REPRESENTATIONS AND WARRANTIES OF THE POVIVA MEMBERS


As of the Effective Date and as of the Closing, the PoViva
Members, jointly and severally, represent and warrant to Lexaria, and
acknowledge that Lexaria is relying upon such representations and warranties, in
connection with the execution, delivery and performance of this Agreement,
notwithstanding any investigation made by or on behalf of Lexaria, as follows:


	3.1. 	
      No Encumbrance. the PoViva Members shall be the
      legal and beneficial owner of the 49% Interest and on the date of the
      Closing, the PoViva Members shall transfer to Lexaria the 49% Interest,
      free and clear of all liens, restrictions, covenants or adverse claims of
      any kind or character; and

	 	 
	3.2. 	
      Authority. The PoViva Members have the legal
      power, capacity and authority to execute and deliver this Agreement and
      all other documents required to be executed and delivered by the PoViva
      Members hereunder and to consummate the transactions contemplated
      hereby.








4.               REPRESENTATIONS AND WARRANTIES OF LEXARIA 

As of the Closing, Lexaria represents and warrants to the
  PoViva Members and acknowledges that the PoViva Members are relying upon such
  representations and warranties in connection with the execution, delivery and performance of this Agreement,
  notwithstanding any investigation made by or on behalf of the PoViva Members, as
  follows: 

	4.1. 	
      Organization and Good Standing. Lexaria is duly
      incorporated, organized, validly existing and in good standing under the
      laws of the State of Nevada and has all requisite corporate power and
      authority to own, lease and to carry on its business as now being
      conducted. Lexaria is qualified to do business and is in good standing as
      a foreign corporation in each of the jurisdictions in which it owns
      property, leases property, does business, or is otherwise required to do
      so, where the failure to be so qualified would have a material adverse
      effect on the businesses, operations, or financial condition of
      Lexaria.

	 	 
	4.2. 	
      Authority. Lexaria has all requisite corporate
      power and authority to execute and deliver this Agreement and any other
      document contemplated by this Agreement (collectively, the “Lexaria
      Documents”) to be signed by Lexaria and to perform its obligations
      hereunder and to consummate the transactions contemplated hereby. The
      execution and delivery of each of the Lexaria Documents by Lexaria and the
      consummation by Lexaria of the transactions contemplated hereby have been
      duly authorized by its board of directors and no other corporate or
      shareholder proceedings on the part of Lexaria is necessary to authorize
      such documents or to consummate the transactions contemplated hereby. This
      Agreement has been, and the other Lexaria Documents when executed and
      delivered by Lexaria as contemplated by this Agreement will be, duly
      executed and delivered by Lexaria and this Agreement is, and the other
      Lexaria Documents when executed and delivered by Lexaria, as contemplated
      hereby will be, valid and binding obligations of Lexaria enforceable in
      accordance with their respective terms,
except:




	 	(a) 	
      as limited by applicable bankruptcy, insolvency,
      reorganization, moratorium, and other laws of general application
      affecting enforcement of creditors’ rights generally;

	 	 	 
	 	(b) 	
      as limited by laws relating to the availability of
      specific performance, injunctive relief, or other equitable remedies;
      and

	 	 	 
	 	(c) 	
      as limited by public policy.




	4.3. 	
      Non-Contravention. Neither the execution, delivery
      and performance of this Agreement, nor the consummation of the
      Transaction, will:

	 	 	 
		(a) 	
      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
      obligation contained in or the loss of any material benefit under, or
      result in the creation of any lien, security interest, charge or
      encumbrance upon any of the material properties or assets of Lexaria under
      any term, condition or provision of any loan or credit agreement, note,
      debenture, bond, mortgage, indenture, lease or other agreement,
      instrument, permit, license, judgment, order, decree, statute, law,
      ordinance, rule or regulation applicable to Lexaria or any of its material
      property or assets;

	 	 	 
		(b) 	
      violate any provision of the applicable incorporation or
      charter documents of Lexaria; or








	 	(c) 	
      violate any order, writ, injunction, decree, statute,
      rule, or regulation of any court or governmental or regulatory authority
      applicable to Lexaria or any of its material property or
  assets.




	4.4. 	
      Filings, Consents and Approvals. No filing or
      registration with, no notice to and no permit, authorization, consent, or
      approval of any public or governmental body or authority or other person
      or entity is necessary for the consummation by Lexaria of the Transaction
      contemplated by this Agreement to continue to conduct its business after
      the Closing Date in a manner which is consistent with that in which it is
      presently conducted.



5.              
CLOSING CONDITIONS 

	5.1. 	
      Conditions Precedent to Closing by Lexaria. The
      obligation of Lexaria to consummate the Transaction is subject to the
      satisfaction or written waiver of the conditions set forth below by a date
      mutually agreed upon by the parties hereto in writing and in accordance
      with Section 11.6. The Closing of the Transaction contemplated by this
      Agreement will be deemed to mean a waiver of all conditions to Closing.
      These conditions precedent are for the benefit of Lexaria and may be
      waived by Lexaria in its sole discretion.

	 	 	 
		(a) 	
      Representations and Warranties. The
      representations and warranties of PoViva and the PoViva Members set forth
      in this Agreement will be true, correct and complete in all material
      respects as of the Closing Date, as though made on and as of the Closing
      Date.

	 	 	 
		(b) 	
      Performance. All of the covenants and obligations
      that PoViva and the PoViva Members are required to perform or to comply
      with pursuant to this Agreement at or prior to the Closing must have been
      performed and complied with in all material respects.

	 	 	 
		(c) 	
      Transaction Documents. This Agreement, the PoViva
      Documents and all other documents necessary or reasonably required to
      consummate the Transaction, all in form and substance reasonably
      satisfactory to Lexaria, will have been executed and delivered to
      Lexaria.




	5.2 	
      Conditions Precedent to Closing by the PoViva Members.
      The obligation of the PoViva Members to consummate the Transaction is
      subject to the satisfaction or written waiver of the conditions set forth
      below by a date mutually agreed upon by the parties hereto in writing and
      in accordance with Section 11.6. The Closing of the Transaction will be
      deemed to mean a waiver of all conditions to Closing. These conditions
      precedent are for the benefit of the PoViva Members and may be waived by
      the PoViva Members in their discretion.

	 	 	 
		(a) 	
      Representations and Warranties. The
      representations and warranties of Lexaria set forth in this Agreement will
      be true, correct and complete in all material respects as of the Closing
      Date, as though made on and as of the Closing Date.

	 	 	 
		(b) 	
      Performance. All of the covenants and obligations
      that Lexaria are required to perform or to comply with pursuant to this
      Agreement at or prior to the Closing must have been performed and complied
      with in all material respects. Lexaria must
have delivered each of the documents required to be delivered
  by it pursuant to this Agreement.








	 	(c) 	
      Transaction Documents. This Agreement, the Lexaria
      Documents and all other documents necessary or reasonably required to
      consummate the Transaction, all in form and substance reasonably
      satisfactory to the PoViva Members, will have been executed and delivered
      by Lexaria.



6.              
CONFIDENTIALITY AND MAINTENANCE OF INTELLECTUAL PROPERTY 

	6.1. 	
      Maintenance of Confidential Information. The
      PoViva Members acknowledge that, in the course of their involvement and
      relationship with PoViva and Lexaria, they have created accessed, or been
      entrusted with information (whether oral, written or by inspection)
      relating to PoViva, Lexaria, or their respective affiliates, associates or
      customers (the "Confidential Information"). For the purposes of
      this Agreement, "Confidential Information" includes, without limitation,
      the Intellectual Property, and any and all Developments (as defined
      herein), trade secrets, inventions, innovations, techniques, processes,
      formulas, drawings, designs, products, systems, creations, improvements,
      documentation, data, specifications, technical reports, customer lists,
      supplier lists, distributor lists, distribution channels and methods,
      retailer lists, reseller lists, employee information, financial
      information, sales or marketing plans, competitive analysis reports and
      any other thing or information whatsoever, whether copyrightable or
      uncopyrightable or patentable or unpatentable. The PoViva Members
      acknowledges that the Confidential Information constitutes a proprietary
      right, which PoViva and Lexaria are entitled to protect. Accordingly the
      PoViva Members covenant and agree that during the Term and thereafter
      until such time as all the Confidential Information becomes publicly known
      and made generally available through no action or inaction of the PoViva
      Members, the PoViva Members will keep in strict confidence the
      Confidential Information and shall not, without prior written consent of
      Lexaria in each instance, disclose, use or otherwise disseminate the
      Confidential Information, directly or indirectly, to any third
    party.

	 	 	 
	6.2. 	
      Exceptions. The general prohibition contained in
      Section 6.1 against the unauthorized disclosure, use or dissemination of
      the Confidential Information shall not apply in respect of any
      Confidential Information that:

	 	 	 
		(a) 	
      is available to the public generally in the form
      disclosed;

	 	 	 
		(b) 	
      becomes part of the public domain through no fault of the
      PoViva Members; or

	 	 	 
		(c) 	
      is compelled by applicable law to be disclosed, provided
      that the PoViva Members give Lexaria and PoViva prompt written notice of
      such requirement prior to such disclosure and provides assistance in
      obtaining an order protecting the Confidential Information from public
      disclosure.




	6.3. 	
      Developments Any information, data, work product
      or any other thing or documentation whatsoever which the PoViva Members,
      either by themselves or in conjunction with any third party, conceive,
      make, develop, acquire or acquire knowledge of, during the term of this
      Agreement, or which the PoViva Members, either by themselves or in
      conjunction with any third party, shall conceive, make, develop, acquire
      or acquire knowledge of (collectively the "Developments") during or at any
      time thereafter during the Term of this Agreement that incorporates, is
      derived from, or otherwise related to, the Patents, shall automatically
      form part of the Confidential Information and shall become and remain the
      sole and exclusive property of Lexaria and PoViva. Accordingly, the PoViva
      Members do hereby irrevocably, exclusively and absolutely assign, transfer
      and convey to PoViva, in perpetuity, all worldwide right, title and
      interest in and to any and all Developments and other rights of whatsoever
      nature and kind in or arising from or pertaining to all such Developments
      created or produced by PoViva Members during the Term of this Agreement,
      including, without limitation, the right to effect any registration in the
      world to protect the foregoing rights. PoViva and Lexaria shall have the
      sole, absolute and unlimited right throughout the world, therefore, to
      protect the Developments by patent, copyright, industrial design,
      trademark or otherwise and to make, have made, use, reconstruct, repair,
      modify, reproduce, publish, distribute and sell the Developments, in whole
      or in part, or combine the Developments with any other matter, or not use
the Developments at all, as PoViva and Lexaria see fit.








	6.4. 	
      Notification. Between the date of this Agreement
      and the Closing Date, each of the parties to this Agreement will promptly
      notify the other parties in writing if it becomes aware of any fact or
      condition that causes or constitutes a material breach of any of its
      representations and warranties as of the date of this Agreement, if it
      becomes aware of the occurrence after the date of this Agreement of any
      fact or condition that would cause or constitute a material breach of any
      such representation or warranty had such representation or warranty been
      made as of the time of occurrence or discovery of such fact or condition.
      During the same period, each party will promptly notify the other parties
      of the occurrence of any material breach of any of its covenants in this
      Agreement or of the occurrence of any event that may make the satisfaction
      of such conditions impossible or unlikely.

	 	 
	6.5. 	
      Public Announcements. The PoViva Members each
      agree that they will not release or issue any reports or statements or
      make any public announcements relating to this Agreement or the
      Transaction contemplated herein without the prior written consent of
      Lexaria, except as may be required upon written advice of counsel to
      comply with applicable laws or regulatory requirements after consulting
      with the other party hereto and seeking their reasonable consent to such
      announcement.

	 	 
	6.6. 	
      Prosecution and Maintenance of Intellectual
      Property. Lexaria or PoViva may, at their own expense, register, file,
      prosecute, and maintain the Intellectual Property in any jurisdiction(s)
      they so wish, in their sole discretion. The PoViva Members shall at all
      times use their best efforts to assist Lexaria or PoViva with the filing,
      prosecution, and maintenance of the Intellectual Property to the extent
      reasonably required by Lexaria or PoViva from time to time, provided that
      all reasonable and documented expenses of the PoViva Members incurred in
      providing such assistance shall be borne by Lexaria or PoViva.

	 	 
	6.7. 	
      Enforcement of the Intellectual Property. Lexaria
      or PoViva shall have the sole right, but not the obligation, to enforce
      the Intellectual Property against any third party. The PoViva Members
      agree to join as a party plaintiff in any such action initiated by Lexaria
      of PoViva if reasonably requested by Lexaria or PoViva, at the sole cost
      of Lexaria or PoViva, and the PoViva Members shall use their best efforts
      to assist Lexaria or PoViva as reasonably requested from time to time at
      Lexaria’s or PoViva’s sole expense. All proceeds received as a result of
      prosecuting such infringement claim shall first be used to reimburse
      Lexaria or









		
      PoViva for all costs and expenses associated in bringing
      prosecuting such infringement action. All remaining proceeds actually
      received as a result of prosecuting such infringement claim shall be
      divided by the Parties on a pro-rata basis in proportion to their
      respective interest in the Intellectual Property and any royalties related
      thereto, and provided that the PoViva Members have joined as a plaintiff
      in such action. Lexaria or PoViva shall be entitled to settle or resolve
      any infringement claim relating to the Patents without the consent of the
      PoViva Members.

	 	 
	6.8. 	
      No Contestation. The PoViva Members or their
      Affiliates shall not, at any time, directly or indirectly, dispute or
      contest (i) the validity or enforceability of the Intellectual Property or
      the registration therefore; or (ii) the exclusive ownership rights of
      Lexaria or PoViva in and to the Intellectual Property.

	 	 
	6.9. 	
      Power of
      Attorney.        Each of the PoViva
      Members hereby authorizes Lexaria, and does hereby make, constitute and
      appoint PoViva and Lexaria’s Affiliates, and its respective officers,
      agents, successors or assigns with full power of substitution, as the
      PoViva Member’s true and lawful attorney-in-fact, with power, in the name
      of Lexaria or the PoViva Member, after the occurrence and during the
      continuance of an Event of Default under above Section 6.6, at the option
      of Lexaria, and at the expense of Lexaria, at any time, or from time to
      time, to execute and deliver any and all documents and instruments and to
      do all acts and things which Lexaria deems necessary to protect, preserve
      and realize upon the Patent, in order to effect the intent of this
      Agreement all as fully and effectually as the PoViva Member might or could
      do; and the PoViva Member hereby ratifies all that said attorney shall
      lawfully do or cause to be done by virtue hereof. This power of attorney
      is coupled with an interest and shall be irrevocable for the term of this
      Agreement. Without limiting the generality of the foregoing, after the
      occurrence and during the continuance of an Event of Default, the PoViva
      Member specifically authorizes Lexaria to execute and file, in Lexaria’s
      name or in the PoViva Member’s name, any applications or instruments of
      transfer or assignment in respect of any patents, trademarks, copyrights
      or other intellectual property with the United States Patent and Trademark
      Office and the United States Copyright Office.



7.              
CLOSING 

	7.1. 	
      Closing. The Closing shall take place on the
      Closing Date at the offices of the lawyers for Lexaria or at such other
      location as agreed to by the parties. Notwithstanding the location of the
      Closing, each party agrees that the Closing may be completed by the
      exchange of undertakings between the respective legal counsel for PoViva,
      the PoViva Members, and Lexaria, provided such undertakings are
      satisfactory to each party’s respective legal counsel.

	 	 	 
	7.2. 	
      Closing Deliveries of PoViva and the PoViva Members.
      At Closing, PoViva and the PoViva Members will deliver or cause to be
      delivered the following, fully executed and in the form and substance
      reasonably satisfactory to Lexaria:

	 	 	 
		(a) 	
      copies of all resolutions and/or consent actions adopted
      by or on behalf of the managers of PoViva or the PoViva Members, as
      required by the constating documents of PoViva, evidencing approval of
      this Agreement and the Transaction;

	 	 	 
		(b) 	
      share certificates or bill of sale issued to and in the
      name of Lexaria for the 49% Interest being acquired;
and








	 	(c) 	
      the PoViva Members’ Documents, and any other necessary
      documents, each duly executed by the PoViva Members, as required to give
      effect to the Transaction.




	7.3. 	
      Closing Deliveries of Lexaria. At Closing, Lexaria
      will deliver or cause to be delivered the following, fully executed and in
      the form and substance reasonably satisfactory to the PoViva
    Members:

	 	 	 
		(a) 	
      The cash consideration set out in Section 2.2,
    above.

	 	 	 
		(b) 	
      copies of all resolutions and/or consent actions adopted
      by or on behalf of the board of directors of Lexaria evidencing approval
      of this Agreement and the Transaction; and

	 	 	 
		(c) 	
      the Lexaria Documents and any other necessary documents,
      each duly executed by Lexaria, as required to give effect to the
      Transaction.



8.              
TERMINATION 

	8.1. 	
      Termination. This Agreement may be terminated at
      any time prior to the Closing Date contemplated hereby by:

	 	 	 
		(a) 	
      mutual agreement of Lexaria and the PoViva
  Members;

	 	 	 
		(b) 	
      Lexaria, if there has been a material breach any of the
      PoViva Members of any material representation, warranty, covenant or
      agreement set forth in this Agreement on the part of the PoViva Members
      that is not cured, to the reasonable satisfaction of Lexaria, within ten
      business days after notice of such breach is given by Lexaria (except that
      no cure period will be provided for a breach by the PoViva Members that by
      its nature cannot be cured);

	 	 	 
		(c) 	
      by election of Lexaria or the PoViva Members, if the
      Closing is not achieved by the Closing Date, provided that neither party
      may elect termination pursuant this section 8.1(c) if the failure to
      achieve Closing resulted solely from the electing party’s failure to
      satisfy its closing deliveries in accordance with Article 7
    hereunder.

	 	 	 
		(d) 	
      the PoViva Members, if there has been a material breach
      by Lexaria of any material representation, warranty, covenant or agreement
      set forth in this Agreement on the part of Lexaria that is not cured by
      the breaching party, to the reasonable satisfaction of the PoViva Members,
      within ten business days after notice of such breach is given by the
      PoViva Members(except that no cure period will be provided for a breach by
      Lexaria that by its nature cannot be cured); or

	 	 	 
		(e) 	
      Lexaria,PoViva, or the PoViva Members if any permanent
      injunction or other order of a governmental entity of competent authority
      preventing the consummation of the Transaction contemplated by this
      Agreement has become final and non-appealable.




	8.2. 	
      Effect of Termination. In the event of the
      termination of this Agreement as provided in Section 8.1, this Agreement
      will be of no further force or effect, provided, however, that Article 6
      (Confidentiality and Maintenance of Intellectual Property) and Article 11
      (Miscellaneous Provisions) of this Agreement shall survive termination of
      this Agreement, and no termination of this Agreement
will relieve any party of liability for any breaches of this Agreement failure
to perform any obligations that occurred prior to the date of termination.







9.              
TERMINATION OF OPERATING AGREEMENT AND MUTUAL RELEASE


9.1       
Termination. Each Lexaria, PoViva, and the PoViva Members agree that,
subject to and effective upon the Closing Date, the Operating Agreement shall
terminate and be of no further force or effect. 

9.2        Mutual
Release. Subject to and effective upon the Closing, each Party hereby
irrevocably remises, releases and forever discharges the other Party(ies) and
his, her or its respective, directors, officers, shareholders, employees,
agents, consultants, attorneys, affiliates and servants, and, where applicable,
the heirs, executors, administrators, successors and assigns of each other from
any and all manner of action and actions, cause and causes of action, suits,
debts, dues, sums of money, claims, demands and obligations whatsoever, at law
or in equity, with the exception of fraud or gross negligence, which each party
may have had or now have or which their assigns, receivers, receiver-managers,
trustees, affiliates, and, where applicable, the heirs, executors,
administrators, successors and assigns of each other hereafter can, shall or may
have in regards to the Operating Agreement (the “Mutual Release”). 

9.3       
Exclusions. Notwithstanding the foregoing and for greater clarification,
the Mutual Release described in this Article 9 does not bar any claims that may
arise from facts that arise out of, or relate to, actions or omissions occurring
in relation to this Agreement. 

9.4        No Claims.
The Parties agree that they shall neither commence nor continue any claims or
proceedings against anyone in respect of anything hereby released which may
result in a claim or proceedings against any other party to the Mutual Release.
If any such claim or proceeding results in any claim or proceeding against
another party to the Mutual Release, then the party bringing such claim or
proceeding shall indemnify and save harmless the other party from all resulting
liabilities, obligations and costs. 

9.5        No
Assignment. The Parties, and each of them, hereby represent that they are
the only parties entitled to the consideration expressed in the Mutual Release,
and that they have not assigned any right of action released hereby to any other
firm, corporation or person. 

10.            
INDEMNIFICATION, REMEDIES, SURVIVAL 

	10.1. 	
      Certain Definitions. For the purposes of this
      Article 10 the terms “Loss” and “Losses” mean any and all demands, claims,
      actions or causes of action, assessments, losses, damages, Liabilities,
      costs, and expenses, including without limitation, interest, penalties,
      fines and reasonable attorneys, accountants and other professional fees
      and expenses, but excluding any indirect, consequential or punitive
      damages suffered by Lexaria, PoViva, or the PoViVa Members, as applicable,
      including damages for lost profits or lost business
  opportunities.









	10.2. 	Agreement of the PoViva Members to Indemnify. The
      PoViva Members will indemnify, defend, and hold harmless, to the full
      extent of the law, Lexaria, PoViva, and their respective directors,
      officers, shareholders, employees, agents, consultants, attorneys,
      affiliates, servants, administrators, successors
and assigns by reason of, resulting from, based upon or arising out of: 





	 	(a) 	
      any material breach by the PoViva Members of this
      Agreement; or

	 	 	 
	 	(b) 	
      any misstatement, misrepresentation or breach of the
      representations and warranties made by the PoViva Members contained in or
      made pursuant to this Agreement.




	10.3. 	
      Agreement of Lexaria and PoViva to Indemnify.
      Lexaria and PoViva will indemnify, defend, and hold harmless, to the
      full extent of the law, the PoViva Members, and their respective heirs and
      assigns, from, against, for, and in respect of any and all Losses asserted
      against, relating to, imposed upon, or incurred by the PoViva Members by
      reason of, resulting from, based upon or arising out of:

	 	 	 
		(a) 	
      any material breach by Lexaria or PoViva of this
      Agreement; or

	 	 	 
		(b) 	
      any misstatement, misrepresentation or breach of the
      representations and warranties made by Lexaria contained in or made
      pursuant to this Agreement.



11.            
MISCELLANEOUS PROVISIONS 

	11.1. 	
      Effectiveness of Representations; Survival. Each
      party is entitled to rely on the representations, warranties and
      agreements of each of the other parties and all such representation,
      warranties and agreement will be effective regardless of any investigation
      that any party has undertaken or failed to undertake. Unless otherwise
      stated in this Agreement, and except for instances of fraud, the
      representations, warranties and agreements will survive the Closing Date
      and continue in full force and effect until one (1) year after the Closing
      Date.

	 	 
	11.2. 	
      Further Assurances. 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
      purposes of this Agreement.

	 	 
	11.3. 	
      Amendment. This Agreement may not be amended
      except by an instrument in writing signed by each of the
parties.

	 	 
	11.4. 	
      Expenses. Each of the parties will be responsible
      for all costs (including, but not limited to, financial advisory,
      accounting, legal and other professional or consulting fees and expenses)
      incurred by it in connection with the transactions hereby
    contemplated.

	 	 
	11.5. 	
      Entire Agreement. This Agreement, the schedules
      attached hereto and the other documents in connection with this
      transaction contain the entire agreement between the parties with respect
      to the subject matter hereof and supersede all prior arrangements and
      understandings, both written and oral, expressed or implied, with respect
      thereto. Any preceding correspondence or offers are expressly superseded
      and terminated by this Agreement.









	11.6. 	Notices. All notices and other communications
      required or permitted under this Agreement must be in writing and will be
      deemed given if sent by personal delivery, faxed with electronic
      confirmation of delivery, internationally-recognized express 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 Lexaria or PoViva at: 

156 Valleyview Road 

  Kelowna,
  British Columbia 

  Canada V1X 3M4 

  Attention: Christopher Bunka

Fax:            
  250.765.2599

  E-mail:       
bossbunka@gmail.com 

If to the PoViva Members: 

MarianWashington 

  232 Marshside
  Drive 

St. Augustine FL 32080

Fax: 

E-mail:  

Michele Reillo 

  232 Marshside Drive
  

St. Augustine FL 32080

Fax: 

E-mail:  

All such notices and other
communications will be deemed to have been received: 

	 	(a) 	
      in the case of personal delivery, on the date of such
      delivery;

	 	 	 
	 	(b) 	
      in the case of a fax, when the party sending such fax has
      received electronic confirmation of its delivery;

	 	 	 
	 	(c) 	
      in the case of delivery by internationally-recognized
      express courier, on the business day following dispatch; and

	 	 	 
	 	(d) 	
      in the case of mailing, on the fifth business day
      following mailing.




	11.7. 	
      Headings. The headings contained in this Agreement
      are for convenience purposes only and will not affect in any way the
      meaning or interpretation of this Agreement.








	11.8. 	
      Benefits. This Agreement is and will only be
      construed as for the benefit of or enforceable by those persons party to
      this Agreement.

	 	 
	11.9. 	
      Assignment. This Agreement may not be assigned
      (except by operation of law) by any party without the consent of the other
      parties.

	 	 
	11.10. 	
      Governing Law. This Agreement will be governed by
      and construed in accordance with the laws of the State of Nevada
      applicable to contracts made and to be performed therein.

	 	 
	11.11. 	
      Construction. The language used in this Agreement
      will be deemed to be the language chosen by the parties to express their
      mutual intent, and no rule of strict construction will be applied against
      any party.

	 	 
	11.12. 	
      Gender. All references to any party will be read
      with such changes in number and gender as the context or reference
      requires.

	 	 
	11.13. 	
      Business Days. If the last or appointed day for
      the taking of any action required or the expiration of any rights granted
      herein shall be a Saturday, Sunday or a legal holiday in the State of
      Nevada, then such action may be taken or right may be exercised on the
      next succeeding day which is not a Saturday, Sunday or such a legal
      holiday.

	 	 
	11.14. 	
      Counterparts. This Agreement may be executed in
      one or more counterparts, all of which will be considered one and the same
      agreement and will become effective when one or more 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.

	 	 
	11.15. 	
      Digital Execution. This Agreement may be executed
      by delivery of executed signature pages by electronic copy (scan and
      email, or facsimile) and such execution will be effective for all
      purposes.

	 	 
	11.16. 	
      Schedules and Exhibits. The schedules and exhibits
      are attached to this Agreement and incorporated
herein.



[SIGNATURE PAGE FOLLOWS] 




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

LEXARIA BIOSCIENCE CORP. 

 

	Per: ____________________________________
	Its: Chief Executive Officer and 
	Authorized Signatory 


 

POVIVA TEA, LLC 

 

	Per: /s/ John
      Docherty                                                     
      	 
	       John Docherty 	 
	Its: Managing Member 	 
	  	 
	  	 
	Per: /s/ Christopher
      Bunka                                              
      	 
	       Christopher Bunka
    	 
	Its: Managing Member 	 
	  	 
	  	 
	Per:  /s/ Michelle
      Reillo                                                    
      	 
	        Michele Reillo
    	 
	Its:  Managing Member 	 
	  	 
	  	 
	  	 
	/s/Marina
      Washington	 
	MARIAN WASHINGTON 	 
	  	 
	  	 
	  	 
	  	 
	/s/Michelle
    Reillo	 
	MICHELE REILLO 	 






SCHEDULE 1 
TO PURCHASE AGREEMENT 
AMONG LEXARIA
BIOSCIENCES CORP., POVIVA LLC, AND THE POVIVA MEMBERS AS 
SET OUT IN THE
PURCHASE AGREEMENT 


Any capitalized terms not defined in this Schedule 1 have the
meaning ascribed to them in the Purchase Agreement to which this Schedule 1 is
attached.

The Net Profit Royalty, or NPR reserved herein shall be subject
to the following: 

1.        Definitions 

a.        "Gross
Revenues" means the aggregate of the following revenues (without
duplication) of the Products actually received by the Payor in each quarterly
period: 

	(i) 	
      the revenue from arm's length purchasers of all Products;
      

	 	 
	(ii) 	
      the fair market value of all Products sold to persons not
      dealing at arm's length with the PoViva or its Affiliates; and 

	 	 
	(iii) 	
      any proceeds of insurance on Products.




b.        "Net
Profits" means Gross Revenues less Permissible Deductions. 

c.        “Payor”
means PoViva and its Affiliates. 

d.        “Permissible
Deductions” means the aggregate of the following charges (without
duplication) that are paid or accrued with respect to the Products in each
quarterly period including all those items to determine “Net Income” as defined
by US GAAP and/or IFRS accounting principles including but not limited to

	(i) 	
      cost of goods sold; 

	 	 
	(ii) 	
      any sums received and thereafter refunded; 

	 	 
	(iii) 	
      any withholding tax, sales tax, consumption tax or other
      applicable taxes collected in respect of the sales; 

	 	 
	(iv) 	
      any and all sales which are refundable until earned or
      forfeited (but all non-refundable advances or advances which are subject
      only to delivery or the passage of time shall be included in Gross
      Revenues); 

	 	 
	(v) 	
      any payments of Gross Revenues payable to any
      non-Affiliate of the Payor such as but not limited to third party sales
      commissions, etc; 

	 	 
	(vi) 	
      all insurance; 

	 	 
	(vii) 	
      all license fees or royalties; and








(viii)              
all other operating expenses as defined by US GAAP and IFRS accounting
principles. 

e.        “Products”
means all products produced by, or on behalf of, PoViva or its Affiliates, and
which incorporate the technology represented by the Patents; 

f.        “GAAP”
means United States Generally Accepted Accounting Principles, or Canadian
Generally Accepted Accounting Principles, as may be adopted by PoViva from time
to time.

g.        “IFRS”
means International Financial Reporting Standards, as may be adopted by PoViva
from time to time.

2.        Terms of
Royalty 

            a.       
Estimation of Royalty. The Royalty will consist of a 2.5% Net Profit
Royalty calculated on a quarterly basis.

            b.       
Frequency of Payment of Royalty. The Royalty shall be due and payable
within forty-five (45) calendar days after the end date of each fiscal quarter
of PoViva (fiscal year end is currently August 31).

            c.       
Method of Making Payments. All payments required hereunder may be mailed
or delivered to the royalty holder at such address designated by the recipient
in writing from time to time in accordance with Section 11.6 of the Purchase
Agreement. The delivery or the deposit in the mail of any payment hereunder on
or before the due date thereof shall be deemed timely payment hereunder. 

3.        Records and
Reports 

            a.       
Records, Inspection and Audit. Within seventy five (75) days following
the end of each fiscal year, commencing with the first fiscal year following the
effectiveness of this NPR in which any Products are sold, (the Payor shall
deliver to the royalty holder a statement of the Royalty paid for said fiscal
year (the "Statement"). 

            b.       
Objections. All Royalty payments will be considered final and in full
satisfaction of all obligations of the Payor with respect thereto, unless within
ninety (90) days after receipt by the Royalty Holder of a Statement in respect
of such Royalty payments. The Royalty Holder disputes any calculation of Royalty
by delivering to the Payor a written notice (the "Objection Notice")
describing and setting forth a specific objection Upon delivery of an Objection
Notice, the Royalty Holder shall have the right within a period of ninety (90)
days from the date of the Objection Notice, upon reasonable notice to the Payor,
to inspect the Payor's books and records relating to the Royalty payments made
in the applicable fiscal year and to conduct an independent audit of such books
and records at its own cost and expense. All books and records used and kept by
the Payor to calculate the Royalty due hereunder will be kept in accordance with
GAAP and/or IFRS. If such audit determines that there has been a deficiency or
an excess in the Royalty payments made to the Royalty Holder in the applicable
fiscal year, such deficiency or excess will be resolved by adjusting the next
payment due hereunder. The Royalty Holder will pay all the costs and expenses of
such audit unless a deficiency of ten (10%) percent or more of the amount due is
determined to exist. The Payor will pay the costs and expenses of such audit if
a deficiency of ten (10%) percent or more of the amount due is determined to
exist. 

            c.       
Objections. If the Royalty Holder does not deliver an Objection Notice
during the ninety (90) day period after receipt of a Statement, all payments of
Royalty for the fiscal year will be considered final and in full satisfaction of
all obligations of the Payor with respect thereto.

4.        Inurement


The Royalty reserved herein shall run with Patents and be
binding on all subsequent owners of the Patents, including any amendments,
relocations, patents of the same or additional or alternative rights to mine as
may be conferred by any changes in the mineral laws of the United States. 




5.          
Duration 

The Royalty hereunder shall be effective until the earlier of:
(i) the 20th anniversary of the Closing Date (as defined therein) of
the Purchase Agreement, or (ii) the death of the Royalty Recipient.

6.           No
Assignment by Royalty Holder 

The Royalty Holder may not transfer, pledge, mortgage, assign,
charge or otherwise encumber all or any part of its right, title and interest in
and to its Royalty reserved hereunder. 




SCHEDULE 2 
TO PURCHASE AGREEMENT 
AMONG LEXARIA
BIOSCIENCES CORP., POVIVA LLC, AND THE POVIVA MEMBERS AS 
SET OUT IN THE
PURCHASE AGREEMENT 


BILL OF SALE 

	TO: 	LEXARIA BIOSCIENCES CORP. (the
      “Purchaser”) 
	  	  
	FROM: 	MARIAN WASHINGTON AND MICHELLE
      REILLO (jointly and severally, the “Vendor”)



            For
good and valuable consideration (the receipt and sufficiency of which is hereby
acknowledged by the undersigned), the Vendor hereby assigns, sets over, conveys
and transfers to the Purchaser all of its right, title and membership interest
in and to PoViva Tea, LLC (the “Subject Interest”), and all right, title,
property and claim whatsoever in respect thereof. 

            TO
HOLD the said Subject Interest and every part thereof, and all the right, title
and interest of the Vendor therein and thereto, unto and to the use of the
Purchaser. 

            AND
the Vendor does hereby, covenant, promise and agree with the Purchaser: THAT the
Vendor is now rightfully and absolutely possessed of and entitled to the said
Subject Interest and every part thereof; AND that the Vendor now has good right
to assign the same unto the Purchaser, and according to the true intent and
meaning of this Bill of Sale; AND that the Purchaser, shall and may from time to
time, and at all times hereafter, peaceably and quietly have, hold, possess, and
enjoy the said Subject Interest and every part thereof, to and for its own use
and benefit, without any manner of hindrance, interruption, molestation, claim
or demand whatsoever of, from or by the Vendor or any person or persons
whomsoever; AND that the said Subject Interest are free and clear from all
encumbrances. 

            IT
IS AGREED that this Bill of Sale and everything herein contained shall enure to
the benefit of and be binding upon the executors, administrators and assigns or
successors and assigns of the parties hereto respectively. 

      
     The undersigned hereby agrees to execute such
further documents, transfers, assignments, conveyances, consents and assurances
as may be necessary to give full effect to the transactions referred to herein.


DATED as of the 25th day of October 2017 

 

	/s/Michelle
      Reillo 	 	/s/Marina Washington 
	MICHELEE REILLO 	 	 MARIAN WASHINGTON