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






PRIVATE PLACEMENT SUBSCRIPTION 

LEXARIA CORP. 
Suite 950, 1130 West Pender
Street,
Vancouver, B.C., Canada, V6E 4A4 


PRIVATE PLACEMENT 

INSTRUCTIONS TO SUBSCRIBER: 

	1. 	
      COMPLETE the information on page 2 of this
      Subscription Agreement.

	 	 
	2. 	
      COMPLETE the Prospective Investor Suitability
      Questionnaire attached as Appendix 1 to this Subscription Agreement and
      the Canadian Questionnaire attached as Appendix 2 to this Subscription
      Agreement.

	 	 
	3. 	
      COURIER the originally executed copy of the entire
      Subscription Agreement, together with the Questionnaire, to the Company
      at:



Lexaria Corp. c/o 
Macdonald Tuskey, Corporate and
Securities Lawyers 
400 – 570 Granville Street, 
Vancouver, BC, Canada,
V6C 3P1 
Attention: William L. Macdonald 


If you have any questions please contact Chris Bunka, Chief
Executive Officer of the Company, at: 604-602-1675




- 2 - 

PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT 

TO:      Lexaria Corp.  
(the “Company”) 

Subject and pursuant to the attached “Terms and Conditions” of
this Subscription Agreement, including all schedules and appendices attached
hereto, the Subscriber hereby irrevocably subscribes for, and on the Closing
Date, will purchase from the Company, the following securities at the following
price: 

	
    Units 

	
    US$0.35 per Unit for a total purchase price of 
    US$
  

	
    The Subscriber owns, directly or indirectly, the following
      securities of the Company: 

	
     
    

	
    [Check if applicable] The Subscriber is [  ] an
      affiliate of the Company 



The Subscriber directs the Company to issue, register and
deliver the certificates representing the Shares and Warrants as follows: 

	
    REGISTRATION INSTRUCTIONS 
	
     
	
    DELIVERY INSTRUCTIONS 

	
     
	
     
	
     

	
    Name to appear on
      certificate 
	
     
	
    Name
      and account reference, if applicable 

	
     
	
     
	
     

	
    Account reference if
      applicable 
	
     
	
    Contact
      name 

	
     
	
     
	
     

	
    Address 
	
     
	
    Address
    

	
     
	
     
	
     

	
    Tax I.D./E.I.N./S.S.N. 
	
     
	
    Telephone Number 



EXECUTED by the Subscriber this _______day of _____________,
2011. 

	
    WITNESS: 
	
     
	
    EXECUTION BY SUBSCRIBER: 

	
     
	
     
	
     

	
      
	
     
	
    X 

	
    Signature of Witness
    
	
     
	
    Signature of individual (if Subscriber is an
      individual) 

	
      
	
     
	
    X 

	
    Name of Witness 
	
     
	
    Authorized signatory (if Subscriber is not an
      individual) 

	
     
    
	
     
	
      

	
    Address of Witness
    
	
     
	
    Name of
      Subscriber (please print) 

	
      
	
     
	
      

	
      
	
     
	
    Name of
      authorized signatory (please print) 

	
    ACCEPTED and
      EFFECTIVE this ______ day of ____________________ , 2011 
	
     
	
    

	
    LEXARIA CORP.
    
	
     
	
    Address
      of Subscriber (residence) 

	
    per: 
	
     
	
      

	
      
	
     
	
    Telephone Number 

	
    Authorized Signatory
    
	
     
	
      

	
      
	
     
	
    E-mail
      address 

	
      
	
     
	
      

	
      
	
     
	
    Social Security/Insurance No.: 



By signing this acceptance, the Subscriber agrees to be bound
by the term and conditions of this Subscription Agreement.




- 3 - 

NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT
SUBSCRIPTION AGREEMENT (THE “SUBSCRIPTION AGREEMENT”) RELATES HAVE BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933
ACT”), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE
OFFERED OR SOLD IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS
(AS DEFINED HEREIN) EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE
ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. 

UNLESS OTHERWISE PERMITTED UNDER SECURITIES LEGISLATION, THE
HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY IN OR FROM BRITISH COLUMBIA
UNLESS THE CONDITIONS IN SECTION 12(2) OF BC INSTRUMENT 51-509 ISSUERS QUOTED IN
THE U.S. OVER-THE-COUNTER MARKET ARE MET 

TERMS AND CONDITIONS 

1.                      
Subscription 

1.1                      The
above signed (the "Subscriber") hereby irrevocably subscribes for and agrees to
purchase the number of units of the Company's common stock (the "Units") as set
out on page 2 of this Subscription Agreement at a price of US$0.35 per Unit
(such subscription and agreement to purchase being the "Subscription"), for the
total subscription price as set out on page 2 of this Subscription Agreement
(the "Subscription Proceeds"), which Subscription Proceeds are tendered
herewith, on the basis of the representations and warranties and subject to the
terms and conditions set forth herein. 

1.2                       Each
Unit will consist of one share of common stock in the capital of the Company
(each, a "Share"); and one common share purchase warrant (each a “Warrant”)
subject to adjustment. Each whole Warrant shall be non-transferable and shall
entitle the holder thereof to purchase one share of common stock in the capital
of the Company (each, a “Warrant Share”), as presently constituted, for a period
of twenty-four months commencing from the Closing (as defined hereafter), at a
price per Warrant Share of US$0.50. The Shares, Warrants and Warrant Shares are
referred to as the “Securities”. 

1.3                       The
Company hereby agrees to sell, on the basis of the representations and
warranties and subject to the terms and conditions set forth herein, to the
Subscriber the Units. Subject to the terms hereof, the Subscription Agreement
will be effective upon its acceptance by the Company. 

1.4 Unless otherwise provided, all dollar amounts referred to
in this Subscription Agreement are in lawful money of Canada. 

2.                      
Payment 

2.1                       The
Subscription Proceeds must accompany this Subscription and shall be paid to the
Company by certified cheque, bank draft of money order. If the funds are wired
to the Company's lawyers, those lawyers are authorized to immediately deliver
the funds to the Company without further authorization from the Subscriber. 

2.2                       The
Subscriber acknowledges and agrees that this Subscription Agreement, the
Subscription Proceeds and any other documents delivered in connection herewith
will be held by the Company's lawyers on behalf of the Company. In the event
that this Subscription Agreement is not accepted by the Company for whatever
reason within 60 days of the delivery of an executed Subscription Agreement by
the Subscriber, this Subscription Agreement, the Subscription Proceeds and any
other documents delivered in connection herewith will be returned to the
Subscriber at the address of the Subscriber as set forth in this Subscription
Agreement without interest or deduction. 

2.3                       Where
the Subscription Proceeds are paid to the Company, the Company may treat the
Subscription Proceeds as a non-interest bearing loan and may use the
Subscription Proceeds prior to this Subscription Agreement being accepted by the
Company. 




- 4 - 

3.                       Questionnaires
and Undertaking and Direction 

3.1                      The
Subscriber must complete, sign and return to the Company the following
documents: 

	 	(a) 	
      One (1) executed copy of this Subscription
    Agreement;

	 	 	 
	 	(b) 	
      the US Questionnaire in the form attached as Appendix 1;
      and

	 	 	 
	 	(c) 	
      the Canadian Questionnaire in the form attached as
      Appendix 2.



3.2                      The
Subscriber shall complete, sign and return to the Company as soon as possible,
on request by the Company, any documents, questionnaires, notices and
undertakings as may be required by regulatory authorities, stock exchanges and
applicable law. 

4.                       Closing


4.1                      Closing
of the purchase and sale of the Securities shall be deemed to be effective on
such date as may be determined by the Company in its sole discretion (the
"Closing Date"). The Subscriber acknowledges that Shares may be issued to other
subscribers under this offering (the "Offering") before or after the Closing
Date. The Company, may, at its discretion, elect to close the Offering in one or
more closings, in which event the Company may agree with one or more subscribers
(including the Subscriber hereunder) to complete delivery of the Securities to
such subscriber(s) against payment therefore at any time on or prior to the
Closing Date. 

5.                      
Acknowledgements of Subscriber 

5.1                      The
Subscriber acknowledges and agrees that: 

	 	(a) 	
      none of the Securities have been registered under the
      1933 Act, or under any state securities or “blue sky” laws of any state of
      the United States, and, unless so registered, may not be offered or sold
      in the United States or to U.S. Persons, as that term is defined in
      Regulation S under the 1933 Act (“Regulation S”), except pursuant to an
      exemption from, or in a transaction not subject to, the registration
      requirements of the 1933 Act;

	 	 	 
	 	(b) 	
      the Subscriber acknowledges that the Company has not
      undertaken, and will have no obligation, to register any of the Securities
      under the 1933 Act;

	 	 	 
	 	(c) 	
      the decision to execute this Subscription Agreement and
      purchase the Securities agreed to be purchased hereunder has not been
      based upon any oral or written representation as to fact or otherwise made
      by or on behalf of the Company. If the Company has presented a business
      plan to the Subscriber, the Subscriber acknowledges that the business plan
      may not be achieved or be achievable;

	 	 	 
	 	(d) 	
      the Subscriber and the Subscriber’s advisor(s) have had a
      reasonable opportunity to ask questions of and receive answers from the
      Company in connection with the sale of the Securities hereunder, and to
      obtain additional information, to the extent possessed or obtainable
      without unreasonable effort or expense, necessary to verify the accuracy
      of the information about the Company;

	 	 	 
	 	(e) 	
      by completing the Canadian Questionnaire, the Subscriber
      is representing and warranting that the Subscriber satisfies one of the
      categories of registration and prospectus exemptions provided for in
      National Instrument 45-106 ("NI 45-106") adopted by the Canadian
      Securities Administrators (the "CSA");

	 	 	 
	 	(f) 	
      the decision to execute this Subscription Agreement and
      purchase the Securities agreed to be purchased hereunder has not been
      based upon any oral or written representation as to fact or otherwise made
      by or on behalf of the Company and such decision is based solely upon a
      review of publicly available information regarding the Company available
      on the website of the United States Securities and Exchange Commission
      (the "SEC") available at www.sec.gov (the "Company
  Information");







- 5 - 

	 	(g) 	
      the books and records of the Company were available upon
      reasonable notice for inspection, subject to certain confidentiality
      restrictions, by Subscribers during reasonable business hours at its
      principal place of business and that all documents, records and books in
      connection with the sale of the Securities hereunder have been made
      available for inspection by the Subscriber, the Subscriber’s attorney
      and/or advisor(s);

	 	 	 
	 	(h) 	
      by execution of this Subscription Agreement the
      Subscriber has waived the need for the Company to communicate its
      acceptance of the purchase of the Securities pursuant to this Subscription
      Agreement;

	 	 	 
	 	(i) 	
      all information which the Subscriber has provided to the
      Company in the Questionnaire is correct and complete as of the date the
      Questionnaire is signed, and if there should be any change in such
      information prior to the Subscription being accepted by the Company, the
      Subscriber will immediately provide the Company with such
    information;

	 	 	 
	 	(j) 	
      the Company is entitled to rely on the representations
      and warranties and the statements and answers of the Subscriber contained
      in this Subscription Agreement and in the Questionnaire, and the
      Subscriber will hold harmless the Company from any loss or damage it may
      suffer as a result of the Subscriber’s failure to correctly complete this
      Subscription Agreement or the Questionnaire;

	 	 	 
	 	(k) 	
      it will indemnify and hold harmless the Company and,
      where applicable, its respective directors, officers, employees, agents,
      advisors and shareholders from and against any and all loss, liability,
      claim, damage and expense whatsoever (including, but not limited to, any
      and all fees, costs and expenses whatsoever reasonably incurred in
      investigating, preparing or defending against any claim, lawsuit,
      administrative proceeding or investigation whether commenced or
      threatened) arising out of or based upon any representation or warranty of
      the Subscriber contained herein or in any document furnished by the
      Subscriber to the Company in connection herewith being untrue in any
      material respect or any breach or failure by the Subscriber to comply with
      any covenant or agreement made by the Subscriber to the Company in
      connection therewith;

	 	 	 
	 	(l) 	
      the issuance and sale of the Securities to the Subscriber
      will not be completed if it would be unlawful or if, in the discretion of
      the Company acting reasonably, it is not in the best interests of the
      Company;

	 	 	 
	 	(m) 	
      it has been advised to consult its own legal, tax and
      other advisors with respect to the merits and risks of an investment in
      the Securities and with respect to applicable resale restrictions and it
      is solely responsible (and the Company is not in any way responsible) for
      compliance with applicable resale restrictions;

	 	 	 
	 	(n) 	
      none of the Securities are listed on any stock exchange
      and no representation has been made to the Subscriber that any of the
      Securities will become listed on any stock exchange or automated dealer
      quotation system;

	 	 	 
	 	(o) 	
      it is acquiring the Securities as principal for its own
      account, for investment purposes only, and not with a view to, or for,
      resale, distribution or fractionalization thereof, in whole or in part,
      and no other person has a direct or indirect beneficial interest in such
      Shares;

	 	 	 
	 	(p) 	
      the Subscriber is acquiring the Securities pursuant to an
      exemption from the registration and prospectus requirements of applicable
      securities legislation in all jurisdictions relevant to this Subscription,
      and, as a consequence, the Subscriber will not be entitled to use most of
      the civil remedies available under applicable securities legislation and
      the Subscriber will not receive information that would otherwise be
      required to be provided to the Subscriber pursuant to applicable
      securities legislation;

	 	 	 
	 	(q) 	
      the Subscriber has been advised that the business of the
      Company is in a start-up phase and acknowledges that there is no assurance
      that the Company will raise sufficient funds to adequately capitalize the
      business or that the business will be profitable in the
  future;







- 6 - 

	 	(r) 	
      no documents in connection with the sale of the
      Securities hereunder have been reviewed by the Securities and Exchange
      Commission or any state securities administrators;

	 	 	 
	 	(s) 	
      there is no government or other insurance covering any of
      the Securities; and

	 	 	 
	 	(t) 	
      this Subscription Agreement is not enforceable by the
      Subscriber unless it has been accepted by the
Company.



6.                       Representations,
Warranties and Covenants of the Subscriber 

6.1                      The
Subscriber hereby represents and warrants to and covenants with the Company
(which representations, warranties and covenants shall survive the Closing)
that: 

	 	(a) 	
      the Subscriber is resident in the jurisdiction set forth
      on page 2 underneath the Subscriber’s name and signature;

	 	 	 
	 	(b) 	
      the Subscriber has the legal capacity and competence to
      enter into and execute this Subscription Agreement and to take all actions
      required pursuant hereto and, if the Subscriber is a corporation, it is
      duly incorporated and validly subsisting under the laws of its
      jurisdiction of incorporation and all necessary approvals by its
      directors, shareholders and others have been obtained to authorize
      execution and performance of this Subscription Agreement on behalf of the
      Subscriber;

	 	 	 
	 	(c) 	
      the Subscriber (i) has adequate net worth and means of
      providing for its current financial needs and possible personal
      contingencies, (ii) has no need for liquidity in this investment, and
      (iii) is able to bear the economic risks of an investment in the
      Securities for an indefinite period of time;

	 	 	 
	 	(d) 	
      the Subscriber has made an independent examination and
      investigation of an investment in the Securities and the Company and has
      depended on the advice of its legal and financial advisors and agrees that
      the Company will not be responsible in anyway whatsoever for the
      Subscriber’s decision to invest in the Securities and the
  Company;

	 	 	 
	 	(e) 	
      all information contained in the Questionnaire is
      complete and accurate and may be relied upon by the Company and the
      Subscriber will notify the Company immediately of any material change in
      any such information occurring prior to the closing of the purchase of the
      Securities;

	 	 	 
	 	(f) 	
      the entering into of this Subscription Agreement and the
      transactions contemplated hereby do not result in the violation of any of
      the terms and provisions of any law applicable to, or the constating
      documents of, the Subscriber or of any agreement, written or oral, to
      which the Subscriber may be a party or by which the Subscriber is or may
      be bound;

	 	 	 
	 	(g) 	
      the Subscriber has duly executed and delivered this
      Subscription Agreement and it constitutes a valid and binding agreement of
      the Subscriber enforceable against the Subscriber;

	 	 	 
	 	(h) 	
      it understands and agrees that none of the Securities
      have been registered under the 1933 Act or any state securities laws, and,
      unless so registered, none may be offered or sold in the United States or,
      directly or indirectly, to U.S. Persons (as defined herein) except
      pursuant to an exemption from, or in a transaction not subject to, the
      Registration Requirements of the 1933 Act and in each case only in
      accordance with state securities laws;

	 	 	 
	 	(i) 	
      it is purchasing the Securities for its own account for
      investment purposes only and not for the account of any other person and
      not for distribution, assignment or resale to others, and no other person
      has a direct or indirect beneficial interest is such Shares, and the
      Subscriber has not subdivided his interest in the Securities with any
      other person;

	 	 	 
	 	(j) 	
      it is able to fend for itself in the Subscription and has
      the ability to bear the economic risks of its prospective investment and
      can afford the complete loss of such
investment;







- 7 - 

	 	(k) 	
      if it is acquiring the Securities as a fiduciary or agent
      for one or more investor accounts, it has sole investment discretion with
      respect to each such account and it has full power to make the foregoing
      acknowledgments, representations and agreements on behalf of such
      account;

	 	 	 	 
	 	(l) 	
      it understands and agrees that the Company and others
      will rely upon the truth and accuracy of the acknowledgments,
      representations and agreements contained in sections 5 and 6 hereof and
      agrees that if any of such acknowledgments, representations and agreements
      are no longer accurate or have been breached, it shall promptly notify the
      Company;

	 	 	 	 
	 	(m) 	
      the Subscriber:

	 	 	 	 
	 		(i) 	
      is knowledgeable of, or has been independently advised as
      to, the applicable securities laws of the securities regulators having
      application in the jurisdiction in which the Subscriber is resident (the
      “International Jurisdiction”) which would apply to the acquisition of the
      Securities,

	 	 	 	 
	 		(ii) 	
      is purchasing the Securities pursuant to exemptions from
      prospectus or equivalent requirements under applicable securities laws or,
      if such is not applicable, the Subscriber is permitted to purchase the
      Securities under the applicable securities laws of the securities
      regulators in the International Jurisdiction without the need to rely on
      any exemptions,

	 	 	 	 
	 		(iii) 	
      acknowledges that the applicable securities laws of the
      authorities in the International Jurisdiction do not require the Company
      to make any filings or seek any approvals of any kind whatsoever from any
      securities regulator of any kind whatsoever in the International
      Jurisdiction in connection with the issue and sale or resale of any of the
      Securities, and

	 	 	 	 
	 		(iv) 	
      represents and warrants that the acquisition of the
      Securities by the Subscriber does not trigger any continuous disclosure
      reporting obligation of the Company in the International Jurisdiction,
      and

	 	 	 	 
	 	(n) 	
      the Subscriber will, if requested by the Company, deliver
      to the Company a certificate or opinion of local counsel from the
      International Jurisdiction which will confirm the matters referred to in
      subparagraphs (ii), (iii) and (iv) above to the satisfaction of the
      Company, acting reasonably

	 	 	 	 
	 	(o) 	
      the Subscriber is not acquiring the Securities as a
      result of any form of general solicitation or general advertising
      including advertisements, articles, notices or other communications
      published in any newspaper, magazine or similar media or broadcast over
      radio, or television, or any seminar or meeting whose attendees have been
      invited by general solicitation or general advertising;

	 	 	 	 
	 	(p) 	
      no person has made to the Subscriber any written or oral
      representations:

	 	 	 	 
	 		(i) 	
      that any person will resell or repurchase any of the
      Securities;

	 	 	 	 
	 		(ii) 	
      that any person will refund the purchase price of any of
      the Securities;







- 8 - 

	 	(iii) 	
      as to the future price or value of any of the Securities;
      or

	 	 	 
	 	(iv) 	
      that any of the Securities will be listed and posted for
      trading on any stock exchange or automated dealer quotation system or that
      application has been made to list and post any of the Securities of the
      Company on any stock exchange or automated dealer quotation system, except
      that currently certain market makers make market in the shares of the
      Company's common stock on the OTC Bulletin Board.



6.2                      In
this Subscription Agreement, the term “U.S. Person” shall have the meaning
ascribed thereto in Regulation S and for the purpose of the Subscription
includes any person in the United States. 

7.                       Acknowledgement
and Waiver 

7.1                      The
Subscriber has acknowledged that the decision to purchase the Securities was
solely made on the basis of publicly available information. The Subscriber
hereby waives, to the fullest extent permitted by law, any rights of withdrawal,
rescission or compensation for damages to which the Subscriber might be entitled
in connection with the distribution of any of the Securities. 

8.                       Representations
and Warranties will be Relied Upon by the Company 

8.1                      The
Subscriber acknowledges that the representations and warranties contained herein
are made by it with the intention that they may be relied upon by the Company
and its legal counsel in determining the Subscriber’s eligibility to purchase
the Securities under applicable securities legislation, or (if applicable) the
eligibility of others on whose behalf it is contracting hereunder to purchase
the Securities under applicable securities legislation. The Subscriber further
agrees that by accepting delivery of the certificates representing the
Securities on the Closing Date, it will be representing and warranting that the
representations and warranties contained herein are true and correct as at the
Closing Date with the same force and effect as if they had been made by the
Subscriber at the Closing Date and that they will survive the purchase by the
Subscriber of the Securities and will continue in full force and effect
notwithstanding any subsequent disposition by the Subscriber of such Shares.


9.                       Resale
Restrictions 

9.1                    
The Subscriber acknowledges that any resale of the Securities will be subject to
resale restrictions contained in the securities legislation applicable to each
Subscriber or proposed transferee as set forth in paragraph 6 of this
Subscription Agreement. The Securities may not be offered or sold in the United
States unless registered in accordance with federal securities laws and all
applicable state securities laws or exemptions from such registration
requirements are available. 

10.                    
Registration Rights  

10.1                    Registration Procedures and Other Matters 

	
 	
(a) 		
The Company shall:

	
	 	 	 	 
	 		
(i) 		
as soon as possible but in any event not later than the 30th day after the Closing (or, if such day is a Saturday, Sunday or holiday, then by the next succeeding business day), file a registration statement on Form S-1 (or, if
Form S-1 is not then available, on such form of registration statement as is then available to effect a registration) to enable the resale of the Shares, and the shares underlying the Warrants, by the Subscriber from time to time (the "Registration
Statement");

	
	 	 	 	 
	 		
(ii) 		
use commercially reasonable efforts to cause a Registration Statement to be declared effective by the SEC as soon as possible, but in any event not later than the earlier of (a) the 150th day following the Closing, and (b) the
fifth trading day following the date on which the Company is notified by the SEC that the Registration Statement will not be reviewed or is no longer subject to further review and comments;

	
	 	 	 	 
	 		
(iii) 		
furnish to the Subscriber with respect to the Shares, and the shares underlying the Warrants, registered under the Registration Statement such number of copies of the Registration Statement, Prospectuses and Preliminary
Prospectuses in conformity with the requirements of the 1933 Act and such other documents as the Subscriber may reasonably request in writing, in order to facilitate the public sale or other disposition of all or any of the Shares by the Subscriber;
provided, however, that the obligation of the Company to deliver copies of Prospectuses or Preliminary Prospectuses to the Subscriber shall be subject to the receipt by the Company of reasonable assurances from the Subscriber that the Subscriber
will comply with the applicable provisions of the 1933 Act and of such other securities or blue sky laws as may be applicable in connection with any use of such Prospectuses or Preliminary Prospectuses;

	













- 9 - 

	
 	
 	
(iv) 		
bear all expenses in connection with the procedures in paragraph (i) through Error! Reference source not found. of this Section 10.1 (other than any underwriting discounts or commissions, brokers’ fees and similar
selling expenses, and any other fees or expenses incurred by the Subscriber, including attorneys’ fees); and

	
	 	 	 	 
	
 	
 	
(v) 		
advise the Subscriber in writing promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the SEC delaying or suspending the effectiveness of the Registration Statement or of the initiation
or threat of any proceeding for that purpose; and it will promptly use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued.

	



10.2                     Transfer of Shares After Registration; Suspension 

	
 	
(a) 		
The Subscriber agrees that it will not effect any disposition of the Securities or its right to purchase the Securities that would constitute a "sale" within the meaning of the 1933 Act, except as contemplated in the Registration
Statement referred to in Section 10.1 and as described below or as otherwise permitted by law, and that it will promptly notify the Company of any material changes in the information set forth in the Registration Statement regarding the Subscriber
or its plan of distribution.

	
	 	 	 
	
 	
(b) 		
Except in the event that paragraph (c) below applies, the Company shall (i) if deemed necessary by the Company, prepare and file from time to time with the SEC a post-effective amendment to the Registration Statement or a
supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that such Registration Statement will not contain an untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and so that, as thereafter delivered to purchasers of the Shares, and the shares underlying the Warrants, being sold thereunder,
such Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not
misleading; (ii) provide the Subscriber copies of any documents filed pursuant to Section 10.2(b)(i) as the Subscriber may reasonably request; and (iii) inform each Subscriber that the Company has complied with its obligations in Section 10.2(b)(i)
(or that, if the Company has filed a post-effective amendment to the Registration Statement which has not yet been declared effective, the Company will notify the Subscriber to that effect, will use its commercially reasonable efforts to secure the
effectiveness of such post-effective amendment as promptly as possible and will promptly notify the Subscriber pursuant to Section 10.2(b)(i) hereof when the amendment has become effective).

	
	 	 	 
	
 	
(c) 		
Subject to paragraph (d) below, in the event of: (i) any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to a
Registration Statement or related Prospectus or for additional information; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement or the
initiation of any proceedings for that purpose; (iii) the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Shares for sale in any jurisdiction or the
initiation or threatening of any proceeding for such purpose; or (iv) any event or circumstance which, upon the advice of its counsel, necessitates the making of any changes in the Registration Statement or Prospectus, or any document incorporated
or deemed to be incorporated therein by reference, so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to
make the statements therein not misleading, and that in the case of the Prospectus, it will not contain any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were made, not misleading; then the Company shall deliver a certificate in writing to the Subscriber (the "Suspension Notice") to the effect of the foregoing and, upon receipt of
such Suspension Notice, the Subscriber will refrain from selling any Shares pursuant to the Registration Statement (a "Suspension") until the Subscriber's receipt of copies of a supplemented or amended Prospectus prepared and filed by the Company, or until it is advised in writing by the Company that the current Prospectus may be
used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such Prospectus.

	













- 10 - 

	
 	
(d) 		
Provided that a Suspension is not then in effect, the Subscriber may sell the Shares, and the shares underlying the Warrants, under the Registration Statement, provided that it arranges for delivery of a current Prospectus to the
transferee of such Shares, as applicable. The Company shall provide such number of current Prospectuses to the Subscriber as the Subscriber may reasonably request, and shall supply copies to any other parties reasonably requiring such
Prospectuses.

	



10.3                     Information Available.  So long as the Registration Statement is effective covering the resale of Shares, and the shares underlying the Warrants, owned by the Subscriber, the Company will, at Subscriber's written request, furnish to the
Subscriber: 

	
 	
(a) 		
as soon as practicable after it is available, one copy of (i) its Annual Report to Shareholders (which Annual Report shall contain financial statements audited in accordance with generally accepted accounting principles by a
national firm of certified public accountants), (ii) its Annual Report on Form 10-K and (iii) its Quarterly Reports on Form 10-Q (the foregoing, in each case, excluding exhibits);

	
	 	 	 
	
 	
(b) 		
any and all exhibits to the reports set forth in Section 10.3(a) as filed with the SEC and all other information that is made available to shareholders; and

	
	 	 	 
	
 	
(c) 		
an adequate number of copies of the Prospectuses to supply to any other party requiring such Prospectuses.

	




11.                       Legending
and Registration of Subject Securities 
11.1                      The
Subscriber hereby acknowledges that that upon the issuance thereof, and until
such time as the same is no longer required under the applicable securities laws
and regulations, the certificates representing any of the Securities will bear a
legend in substantially the following form: 

“NONE OF THE SECURITIES TO WHICH
THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE “SUBSCRIPTION AGREEMENT”)
RELATES HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE “1933 ACT”), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO
REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES OR, DIRECTLY OR
INDIRECTLY, TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT PURSUANT TO AN EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
LAWS.” 

And in addition to the foregoing: 

“UNLESS OTHERWISE PERMITTED UNDER
SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY
IN OR FROM BRITISH COLUMBIA UNLESS THE CONDITIONS IN SECTION 12(2) OF BC
INSTRUMENT 51-509 ISSUERS QUOTED IN THE U.S. OVER-THE-COUNTER MARKET ARE MET.”


11.2                      The
Subscriber hereby acknowledges and agrees to the Company making a notation on
its records or giving instructions to the registrar and transfer agent of the
Company in order to implement the restrictions on transfer set forth and
described in this Subscription Agreement. 




-11 - 

12.                       Notices
to Residents of the European Economic Area 

12.1                     
In relation to each member state of the European Economic Area (the “EEA”) which
has implemented Directive 2003/71/EC (the “Prospectus Directive”) (each, a
“Relevant Member State”), Shares may only be offered or sold in the Relevant
Member State under the following exemptions under the Prospectus Directive, if
they have been implemented in that Relevant Member State: 

	 	(a) 	
      to legal entities which are authorised or regulated to
      operate in the financial markets or, if not so authorised or regulated,
      whose corporate purpose is solely to invest in securities;

	 	 	 
	 	(b) 	
      to any legal entity which has two or more of (1) an
      average of at least 250 employees during the last financial year; (2) a
      total balance sheet of more than €43,000,000; and (3) an annual net
      turnover of more than €50,000,000, as shown in its last annual or
      consolidated accounts;

	 	 	 
	 	(c) 	
      in any other circumstances falling within Article 3(2) of
      the Prospectus Directive;



provided that no such offer of Shares shall result in a
requirement for the publication by the Company of a prospectus pursuant to
Article 3 of the Prospectus Directive. 

13.                       Costs


13.1                      The
Subscriber acknowledges and agrees that all costs and expenses incurred by the
Subscriber (including any fees and disbursements of any special counsel retained
by the Subscriber) relating to the purchase of the Securities shall be borne by
the Subscriber. 

14.                       Governing
Law 

14.1                      This
Subscription Agreement is governed by the laws of the Province of British
Columbia and the laws applicable therein. The Subscriber, in its personal or
corporate capacity and, if applicable, on behalf of each beneficial purchaser
for whom it is acting, irrevocably attorns to the jurisdiction of the Province
of British Columbia. 

15.                       Survival


15.1                      This
Subscription Agreement, including without limitation the representations,
warranties and covenants contained herein, shall survive and continue in full
force and effect and be binding upon the parties hereto notwithstanding the
completion of the purchase of the Securities by the Subscriber pursuant hereto.


16.                       Assignment


16.1                      This
Subscription Agreement is not transferable or assignable. 

17.                       Execution


17.1                      The
Company shall be entitled to rely on delivery by facsimile machine of an
executed copy of this Subscription Agreement and acceptance by the Company of
such facsimile copy shall be equally effective to create a valid and binding
agreement between the Subscriber and the Company in accordance with the terms
hereof. 

18.                       Severability


18.1                      The
invalidity or unenforceability of any particular provision of this Subscription
Agreement shall not affect or limit the validity or enforceability of the
remaining provisions of this Subscription Agreement. 

19.                       Entire
Agreement 

19.1                     
Except as expressly provided in this Subscription Agreement and in the
agreements, instruments and other documents contemplated or provided for herein,
this Subscription Agreement contains the entire agreement between the parties
with respect to the sale of the Securities and there are no other terms,
conditions, representations or warranties, whether expressed, implied, oral or
written, by statute or common law, by the Company or by anyone else. 




- 12 - 

20.                       Notices


20.1                     
All notices and other communications hereunder shall be in writing and shall be
deemed to have been duly given if mailed or transmitted by any standard form of
telecommunication. Notices to the Subscriber shall be directed to the address on
page 2 and notices to the Company shall be directed to it at the first page of
this Subscription Agreement. 

21.                       Counterparts


21.1                      This
Subscription Agreement may be executed in any number of counterparts, each of
which, when so executed and delivered, shall constitute an original and all of
which together shall constitute one instrument. 




- 13 - 

APPENDIX 1 

PROSPECTIVE INVESTOR SUITABILITY QUESTIONNAIRE


All capitalized terms herein, unless otherwise defined, have
the meanings ascribed thereto in the Subscription Agreement. 

This Questionnaire is for use by each Subscriber who is a US
person (as that term is defined Regulation S of the United States Securities Act
of 1933 (the “1933 Act”)) and has indicated an interest in purchasing Securities
of Lexaria Corp. (the “Company”). The purpose of this Questionnaire is to assure
the Company that each Subscriber will meet the standards imposed by the 1933 Act
and the appropriate exemptions of applicable state securities laws. The Company
will rely on the information contained in this Questionnaire for the purposes of
such determination. The Securities will not be registered under the 1933 Act in
reliance upon the exemption from registration afforded by Section 3(b) and/or
Section 4(6) of the 1933 Act. This Questionnaire is not an offer of shares or
any other securities of the Company in any state other than those specifically
authorized by the Company. 

All information contained in this Questionnaire will be treated
as confidential. However, by signing and returning this Questionnaire, each
Subscriber agrees that, if necessary, this Questionnaire may be presented to
such parties as the Company deems appropriate to establish the availability,
under the 1933 Act or applicable state securities law, of exemption from
registration in connection with the sale of the Securities hereunder. 

The Subscriber covenants, represents and warrants to the
Company that it satisfies one or more of the categories of “Accredited
Investors”, as defined by Regulation D promulgated under the 1933 Act, as
indicated below: (Please initial in the space provide those categories, if any,
of an “Accredited Investor” which the Subscriber satisfies) 

	__________		Category 1 	An organization described in Section 501(c)(3)
      of the United States Internal Revenue Code, a corporation, a Massachusetts
      or similar business trust or partnership, not formed for the specific
      purpose of acquiring the Securities, with total assets in excess of US
      $5,000,000; 
	 	 	  	  
	__________		Category 2 	A natural person whose individual net worth, or
      joint net worth with that person’s spouse, on the date of purchase exceeds
      US $1,000,000, excluding the value of such person’s primary residence;
  
	 	 	  	  
	__________		Category 3 	A natural person who had an individual income
      in excess of US $200,000 in each of the two most recent years or joint
      income with that person’s spouse in excess of US $300,000 in each of those
      years and has a reasonable expectation of reaching the same income level
      in the current year; 
	 	 	  	  
	__________		Category 4 	A “bank” as defined under Section (3)(a)(2) of
      the 1933 Act or savings and loan association or other institution as
      defined in Section 3(a)(5)(A) of the 1933 Act acting in its individual or
      fiduciary capacity; a broker dealer registered pursuant to Section 15 of
      the Securities Exchange Act of 1934 (United States); an insurance
      company as defined in Section 2(13) of the 1933 Act; an investment company
      registered under the Investment Company Act of 1940 (United
      States) or a business development company as defined in Section 2(a)(48)
      of such Act; a Small Business Investment Company licensed by the U.S.
      Small Business Administration under Section 301(c) or (d) of the Small
      Business Investment Act of 1958 (United States); a plan with total
      assets in excess of $5,000,000 established and maintained by a state, a
      political subdivision thereof, or an agency or instrumentality of a state
      or a political subdivision thereof, for the benefit of its employees; an
      employee benefit plan within the meaning of the Employee Retirement
      Income Security Act of 1974 (United States) whose







- 14 - 

				investment decisions are made by a plan
      fiduciary, as defined in Section 3(21) of such Act, which is either a
      bank, savings and loan association, insurance company or registered
      investment adviser, or if the employee benefit plan has total assets in
      excess of $5,000,000, or, if a self- directed plan, whose investment
      decisions are made solely by persons that are accredited investors; 
	 	 	  	  
	__________		Category 5 	A private business development company as
      defined in Section 202(a)(22) of the Investment Advisers Act of 1940
      (United States); 
	 	 	  	  
	 __________	 	Category 6 	A director or executive officer of the Company;
    
	 	 	  	  
	__________		Category 7 	A trust with total assets in excess of
      $5,000,000, not formed for the specific purpose of acquiring the
      Securities, whose purchase is directed by a sophisticated person as
      described in Rule 506(b)(2)(ii) under the 1933 Act; 
	 	 	  	  
	__________		Category 8 	An entity in which all of the equity owners
      satisfy the requirements of one or more of the foregoing categories;
  


Note that prospective Subscribers
claiming to satisfy one of the above categories of Accredited Investor may be
required to supply the Company with a balance sheet, prior years’ federal income
tax returns or other appropriate documentation to verify and substantiate the
Subscriber’s status as an Accredited Investor. 

If the Subscriber is an entity which initialled Category 8 in
reliance upon the Accredited Investor categories above, state the name, address,
total personal income from all sources for the previous calendar year, and the
net worth (exclusive of home, home furnishings and personal automobiles) for
each equity owner of the said entity:

	 	 
	 	 
	 	 


The Subscriber hereby certifies that the information contained
in this Questionnaire is complete and accurate and the Subscriber will notify
the Company promptly of any change in any such information. If this
Questionnaire is being completed on behalf of a corporation, partnership, trust
or estate, the person executing on behalf of the Subscriber represents that it
has the authority to execute and deliver this Questionnaire on behalf of such
entity. 

IN WITNESS WHEREOF, the undersigned has executed this
Questionnaire as of the _______day of _________________, _______. 

	If a Corporation, Partnership or Other Entity: 	 	If an Individual: 
	 	 	 
	  	 	  
	Print of Type Name of Entity 	 	Signature 
	 	 	 
	Signature of Authorized Signatory 	 	Print or Type Name 
	 	 	 
	Type of Entity and Tax I.D. No. 	 	Social Security/Tax I.D. No.







- 15 - 

All Subscribers resident in Canada must complete the
Canadian Questionnaire. APPENDIX 2 

SCHEDULE A 

CANADIAN QUESTIONNAIRE 

All capitalized terms herein, unless otherwise defined, have
the meanings ascribed thereto in the Subscription Agreement. 

The purpose of this Questionnaire is to assure the Company that
the Subscriber will meet certain requirements of National Instrument 45-106 ("NI
45-106"). The Company will rely on the information contained in this
Questionnaire for the purposes of such determination. 

The Subscriber covenants, represents and warrants to the
Company that: 

	 	1. 	
      the Subscriber has such knowledge and experience in
      financial and business matters as to be capable of evaluating the merits
      and risks of the transactions detailed in the Subscription Agreement and
      the Subscriber is able to bear the economic risk of loss arising from such
      transactions;

	 	 	 
	 	2. 	
      the Subscriber is (check one or more of the following
      boxes):




	 	 	(A) 	
      a director, executive officer, employee or control person
      of the Company or an affiliate of the Company
	[  ]
	 	 	 	 	 
	 	 	(B) 	
      a spouse, parent, grandparent, brother, sister or child
      of a director, executive officer, founder or control person of the Company
      or an affiliate of the Company
	[  ]
	 	 	 	 	 
	 	 	(C) 	
      a parent, grandparent, brother, sister or child of the
      spouse of a director, executive officer, founder or control person of the
      Company or an affiliate of the Company
	[  ]
	 	 	 	 	 
	 	 	(D) 	
      a close personal friend of a director, executive officer,
      founder or control person of the Company
	[  ]
	 	 	 	 	 
	 	 	(E) 	
      a close business associate of a director, executive
      officer, founder or control person of the Company or an affiliate of the
      Company
	[  ]
	 	 	 	 	 
	 	 	(F) 	
      an accredited investor
	[  ]
	 	 	 	 	 
	 	 	(G) 	
      a company, partnership or other entity of which a
      majority of the voting securities are beneficially owned by, or a majority
      of the directors are, persons described in paragraphs A to F
	[  ]
	 	 	 	 	 
	 	 	(H) 	
      a trust or estate of which all of the beneficiaries or a
      majority of the trustees or executors are persons described in paragraphs
      A to F
	[  ]
	 	 	 	 	 
	 	 	(I) 	
      purchasing as principal Securities with an aggregate
      acquisition cost of not less than CDN$150,000
	[  ]






- 16 - 

		3. 	
      if the Subscriber has checked box B, C, D, E, G or H in
      Section 2 above, the director, executiveofficer, founder or control person
      of the Company with whom the undersigned has the relationship
is:

	 	 	 
	 	 	 
	 		
      (Instructions to Subscriber: fill in the name of each
      director, executive officer, founder and control person which you have the
      above-mentioned relationship with. If you have checked box G or H, also
      indicate which of A to F describes the securityholders, directors,
      trustees or beneficiaries which qualify you as box G or H and provide the
      names of those individuals. Please attach a separate page if
      necessary).

	 	 	 
	 	4. 	
      if the Subscriber is resident in Ontario, the Subscriber
      is (check one or more of the following
boxes):




	 	(A) 	
      a founder of the Company

	 	 	 
	 	(B) 	
      an affiliate of a founder of the Company

	 	 	 
	 	(C) 	
      a spouse, parent, brother, sister, grandparent or child
      of a director, executive officer or founder of the Company

	 	 	 
	 	(D) 	
      a person that is a control person of the
Company

	 	 	 
	 	(E) 	
      an accredited investor

	 	 	 
	 	(F) 	
      purchasing as principal Securities with an aggregate
      acquisition cost of not less than CDN$150,000




	 	5. 	
      if the Subscriber has checked box A, B, C or D in Section
      4 above, the director, executive officer, founder or control person of the
      Company with whom the undersigned has the relationship is:

	 	 	 
	 	 	 
	 		
      (Instructions to Subscriber: fill in the name of each
      director, executive officer, founder, affiliate and control person which
      you have the above-mentioned relationship with.)

	 	 	 
	 	6. 	
      if the Subscriber has ticked box F in Section 2 or box E
      in Section 4 above, the Subscriber satisfies one or more of the categories
      of "accredited investor" (as that term is defined in NI 45-106) indicated
      below (please check the appropriate box):




	 	[  ] 	
      (a) a Canadian financial institution as defined in
      National Instrument 14-101, or an authorized foreign bank listed in
      Schedule III of the Bank Act (Canada);

	 	 	 
	 	[  ] 	
      (b) the Business Development Bank of Canada incorporated
      under the Business Development Bank Act (Canada);

	 	 	 
	 	[  ] 	
      (c) a subsidiary of any person referred to in any of the
      foregoing categories, if the person owns all of the voting securities of
      the subsidiary, except the voting securities required by law to be owned
      by directors of that subsidiary;

	 	 	 
	 	[  ] 	
      (d) an individual registered or formerly registered under
      securities legislation in a jurisdiction of Canada, as a representative of
      a person or company registered under securities legislation in a
      jurisdiction of Canada, as an adviser or dealer, other than a limited
      market dealer registered under the Securities Act (Ontario) or the
      Securities Act (Newfoundland);

	 	 	 
	 	[  ] 	
      (e) an individual registered or formerly registered under
      the securities legislation of a jurisdiction of Canada as a representative
      of a person referred to in paragraph (d);







- 17 - 

	 	[  ] 	
      (f) the government of Canada or a province, or any crown
      corporation or agency of the government of Canada or a province;

	 	 	 
	 	[  ] 	
      (g) a municipality, public board or commission in Canada
      and a metropolitan community, school board, the Comite de gestion de la
      taxe scholaire de l'ile de Montreal or an intermunicipal management board
      in Québec;

	 	 	 
	 	[  ] 	
      (h) a national, federal, state, provincial, territorial
      or municipal government of or in any foreign jurisdiction, or any agency
      thereof;

	 	 	 
	 	[  ] 	
      (i) a pension fund that is regulated by either the Office
      of the Superintendent of Financial Institutions (Canada) or a pension
      commission or similar regulatory authority of a jurisdiction of
    Canada;

	 	 	 
	 	[  ] 	
      (j) an individual who either alone or with a spouse
      beneficially owns, directly or indirectly, financial assets (as defined in
      NI 45-106) having an aggregate realizable value that, before taxes but net
      of any related liabilities, exceeds CDN$1,000,000;

	 	 	 
	 	[  ] 	
      (k) an individual whose net income before taxes exceeded
      CDN$200,000 in each of the two more recent calendar years or whose net
      income before taxes combined with that of a spouse exceeded $300,000 in
      each of those years and who, in either case, reasonably expects to exceed
      that net income level in the current calendar year;

	 	 	 
	 	[  ] 	
      (l) an individual who, either alone or with a spouse, has
      net assets of at least CDN $5,000,000;

	 	 	 
	 	[  ] 	
      (m) a person, other than an individual or investment
      fund, that had net assets of at least CDN$5,000,000 as reflected on its
      most recently prepared financial statements;

	 	 	 
	 	[  ] 	
      (n) an investment fund that distributes it securities
      only to persons that are accredited investors at the time of distribution,
      a person that acquires or acquired a minimum of CDN$150,000 of value in
      securities, or a person that acquires or acquired securities under
      Sections 2.18 or 2.19 of NI 45-106;

	 	 	 
	 	[  ] 	
      (o) an investment fund that distributes or has
      distributed securities under a prospectus in a jurisdiction of Canada for
      which the regulator or, in Québec, the securities regulatory authority,
      has issued a receipt;

	 	 	 
	 	[  ] 	
      (p) a trust company or trust corporation registered or
      authorized to carry on business under the Trust and Loan Companies Act
      (Canada) or under comparable legislation in a jurisdiction of Canada
      or a foreign jurisdiction, acting on behalf of a fully managed account
      managed by the trust company or trust corporation, as the case may
    be;

	 	 	 
	 	[  ] 	
      (q) a person acting on behalf of a fully managed account
      managed by that person, if that person (i) is registered or authorized to
      carry on business as an adviser or the equivalent under the securities
      legislation of a jurisdiction of Canada or a foreign jurisdiction, and
      (ii) in Ontario, is purchasing a security that is not a security of an
      investment fund;

	 	 	 
	 	[  ] 	
      (r) a registered charity under the Income Tax Act
      (Canada) that, in regard to the trade, has obtained advice from an
      eligibility advisor or an advisor registered under the securities
      legislation of the jurisdiction of the registered charity to give advice
      on the securities being traded;

	 	 	 
	 	[  ] 	
      (s) an entity organized in a foreign jurisdiction that is
      analogous to any of the entities referred to in paragraphs (a) to (d) or
      paragraph (i) in form and function;







- 18 - 

	 	[  ] 	
      (t) a person in respect of which all of the owners of
      interests, direct, indirect or beneficial, except the voting securities
      required by law are persons or companies that are accredited
    investors;

	 	 	 
	 	[  ] 	
      (u) an investment funds that is advised by a person
      registered as an advisor or a person that is exempt from registration as
      an advisor; or

	 	 	 
	 	[  ] 	
      (v) a person that is recognized or designated by the
      securities regulatory authority or, except in Ontario and Québec, the
      regulator as (i) an accredited investor, or (ii) an exempt purchaser in
      Alberta or British Columbia after this instrument comes into
  force;



The Subscriber acknowledges and agrees that the Subscriber may
be required by the Company to provide such additional documentation as may be
reasonably required by the Company and its legal counsel in determining the
Subscriber's eligibility to acquire the Securities under relevant legislation.


IN WITNESS WHEREOF, the undersigned has executed this
Questionnaire as of the ________day of __________________, _______. 

	If an Individual: 	 	If a Corporation, Partnership or Other Entity:
    
	 	 	 
	 	 	 
	Signature 	 	Print or Type Name of Entity 
	 	 	 
	Print or Type Name 	 	Signature of Authorized Signatory 
	 	 	 
	  	 	Type of Entity