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






LEXARIA CORP. 

PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT 

INSTRUCTIONS TO PURCHASER 

	1. 	
      All purchasers must complete all the information
      in the boxes on page 2 and sign where indicated with an
  “X”.

	 	 
	2. 	
      All purchasers must complete and sign the
      “Investor Questionnaire” that starts on page 2.

	 	 
	3. 	
      If you are a “U.S. Purchaser”, you must also
      complete and sign the certification that starts on page 13. A “U.S.
      Purchaser” is (a) any “U.S. person” as defined in Regulation S under
      United States federal securities laws, (b) any person purchasing
      securities on behalf of any “U.S. Person” or any person in the United
      States, (c) any person that receives or received an offer of the
      securities while in the United States, (d) any person that is in the
      United States at the time the purchaser’s buy order was made or this
      subscription agreement was executed or delivered. “U.S. person” includes
      but is not limited to (i) any natural person resident in the United
      States; (ii) any partnership or corporation organized or incorporated
      under the laws of the United States; (iii) any partnership or corporation
      organized outside the United States by a U.S. person principally for the
      purpose of investing in securities not registered under the U.S.
      Securities Act of 1933, unless it is organized or incorporated, and owned,
      by accredited investors who are not natural persons, estates or trusts;
      (iv) any estate or trust of which any executor or administrator or trustee
      is a U.S. person.








	Subscription Agreement (with related appendices,
      acknowledgements, provisions and forms) 	Page 2 of 27 pages
  


PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT


	TO: 	LEXARIA CORP., (the
      “Issuer”), of 950 – 1130 West Pender Street, Vancouver, BC V6E 4A4
    


Subject and pursuant to the terms set out in the Terms on pages
10 to 12, the General Provisions on pages 18 to 27 and the other appendices,
acknowledgements, provisions and forms attached which are hereby incorporated by
reference, the undersigned purchaser (the “Purchaser”) hereby irrevocably
subscribes for, and on Closing will purchase from the Issuer, the following
securities at the following price: 


	________________________Units 
	US$0.12 Unit for a total purchase price of US$
      __________________________________________________________________________
	The Purchaser currently owns, directly or indirectly, the
      following securities of the Issuer: 
	_____________________________________________________________________________________________________________
	[Check if applicable]      The
      Purchaser is: [   ]  an insider of the
      Issuer    [   ]  a member of a Pro Group
  
	                                           
      [   ]  a director, officer or Promoter of the Issuer
  



The Purchaser directs the Issuer to issue, register and deliver
the certificates representing the Purchased Securities 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
    
	 	 	 
	 	 	 
	  	 	Telephone Number 


EXECUTED by the Purchaser this _______ day of _____________,
2014. By executing this Subscription Agreement, the Purchaser certifies that the
Purchaser and any beneficial purchaser for whom the Purchaser is acting is
resident in the jurisdiction shown as the “Address of Purchaser”. 


	 	 	EXECUTION BY PURCHASER: 
	Accepted this day of
      ________________, 2014 	 	X 
	 	 	Signature of individual (if Purchaser is an individual)
    
	 	 	 
	LEXARIA CORP.
    	 	X 
	Per: 	 	Authorized signatory (if Purchaser is not an
      individual) 
	 	 	  
	 	 	 
	Authorized signatory
    	 	Name of
      Purchaser and/or authorized signatory (please print) 
	 	 	  
	 	 	 
		 	Name of
      beneficial purchaser for whom Purchaser is contracting (if applicable)
      (please print) 
	 	 	  
	 	 	 
	 	 	Address
      of Purchaser (residence) 
	 	 	  
	 	 	 
	 	 	Address
      of beneficial purchaser (if applicable) 
	 	 	  
	 	 	 
	 	 	Telephone number and e-mail address




The Issuer accepts the subscription as set forth above on the
terms and conditions contained in this Subscription Agreement. 




INVESTOR QUESTIONNAIRE 

(Capitalized terms not specifically defined in this
Questionnaire have the meaning ascribed to them in the Subscription Agreement to
which this Questionnaire is attached.) 

In connection with the purchase by the Subscriber (being the
undersigned, or if the undersigned is purchasing the Units as agent on behalf of
a disclosed beneficial Subscriber, such beneficial Subscriber, shall be referred
herein as the “Subscriber”) of the Units, the Subscriber hereby represents,
warrants and certifies to the Issuer that the Subscriber: 

	 	(i) 	
      is purchasing the Units as principal (or deemed
      principal) under the terms of National Instrument 45-106 - Prospectus
      and Registration Exemptions adopted by the Canadian Securities
      Administrators (“NI 45-106”);




	 	(ii) 	
      (A)         
      is resident in or is subject to the laws of one of the following (check
      one):





	[  ] Alberta 	[  ] New Brunswick 	[  ] Prince Edward Island 
	[  ] British Columbia 	[  ] Nova Scotia 	[  ] Quebec 
	[  ] Manitoba 	[  ] Ontario 	[  ] Saskatchewan 
	[  ] Newfoundland and Labrador 		
	[  ] United States: 	         
                         
                 (List State of Residence)
  



or 

	 	(B) 	
      [  ] is resident in a country other than Canada or
      the United States; and




	 	(iii) 	
      has not been provided with any offering memorandum in
      connection with the purchase of the Units.







In connection with the purchase of the Units of the Issuer, the
Subscriber hereby represents, warrants, covenants and certifies that: 

	I. 	
      SUBSCRIBERS PURCHASING UNDER THE “ACCREDITED INVESTOR”
      EXEMPTION




	(a) 	
      the Subscriber is not a trust company or trust company
      registered under the laws of Prince Edward Island that is not registered
      or authorized under the Trust and Loan Companies Act (Canada) or
      under comparable legislation in another jurisdiction of Canada;
  and

	 	 
	(b) 	
      the Subscriber is an “accredited investor” within the
      meaning of NI 45-106, by virtue of satisfying one of the following
      criterion (please initial on the appropriate line
below):




	_____	
      (i)  
                a Canadian
      financial institution, or a Schedule III bank 

	 	
       

	_____	
      (ii)          
       the Business Development Bank of Canada incorporated under the
      Business Development Bank of Canada Act (Canada) 

	 	
       

	_____	
      (iii)          
      a subsidiary of any person referred to in Category 1 or 2, 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
    

	 	
       

	_____	
      (iv)          
      a person registered under the securities legislation of a jurisdiction of
      Canada as an adviser or dealer, other than a person registered solely as a
      limited market dealer under one or both of the Securities Act
      (Ontario) or the Securities Act (Newfoundland and Labrador),
      

	 	
       

	_____	
      (v)          
       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 (i), 

	 	
       

	_____	
      (vi)          
      an individual who, either alone or with a spouse, beneficially owns
      financial assets having an aggregate realizable value that before taxes,
      but net of any related liabilities, exceeds $1,000,000, 

	 	
       

	_____	
      (vii)          an
      individual whose net income before taxes exceeded $200,000 in each of the
      2 most recent calendar years or whose net income before taxes combined
      with that of a spouse exceeded $300,000 in each of the 2 most recent
      calendar years and who, in either case, reasonably expects to exceed that
      net income level in the current calendar year,









	_____	(viii) 	
      an individual who, either alone or with a spouse, has net
      assets of at least $5,000,000,

	 	 	 
	_____	(ix) 	
      a person, other than an individual or investment fund,
      that has net assets of at least $5,000,000 as shown on its most recently
      prepared financial statements and that has not been created or used solely
      to purchase or hold securities as an accredited investor as defined in
      this paragraph (vi),

	 	 	 
	_____	(x) 	
      an investment fund that distributes or has distributed
      its securities only to:




	 	(A) 	
      a person that is or was an accredited investor at the
      time of the distribution,

	 	 	 
	 	(B) 	
      a person that acquires or acquired securities in the
      circumstances referred to in sections 2.10 [Minimum amount investment] of
      NI 45-106, or 2.19 [Additional investment in investment funds] of NI
      45-106, or

	 	 	 
	 	(C) 	
      a person described in paragraph (A) or (B) that acquires
      or acquired securities under section 2.18 [Investment fund reinvestment]
      of NI 45-106,




	_____	(xi) 	
      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,

	 	 	 	 
	_____	(xii) 	
      a trust company or trust company 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 company, as the case may
  be,

		 	 	 
	_____	(xiii) 	
      a person acting on behalf of a fully managed account
      managed by that person, if that person

	 	 	 	 
	 		(A) 	
      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

	 	 	 	 
	 		(B) 	
      in Ontario, is purchasing a security that is not a
      security of an investment fund,

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

	 	 	 	 
	_____	(xv) 	
      an entity organized in a foreign jurisdiction that is
      analogous to the entity referred to in paragraph (i) in form and
      function,

	 	 	 	 
	_____	(xvi) 	
      a person in respect of which all of the owners of
      interests, direct, indirect or beneficial, except the voting securities
      required by law to be owned by directors, are persons that are accredited
      investors,

	 	 	 	 
	_____	(xvii) 	
      an investment fund that is advised by a person registered
      as an adviser or a person that is exempt from registration as an adviser,
      or

	 	 	 	 
	_____	(xviii) 	
      a person that is recognized or designated by the
      securities regulatory authority or, except in Ontario and Québec, the
      regulator as an accredited investor.



OR 





	II. 	
      SUBSCRIBERS PURCHASING UNDER THE “FAMILY, FRIENDS AND
      BUSINESS ASSOCIATES” EXEMPTION OTHER THAN ONTARIO OR SASKATCHEWAN
      SUBSCRIBERS




	(c) 	
      the Subscriber is (please initial on the appropriate line
      below):




	_____	(i) 	
      a director, executive officer or control person of the
      Issuer, or of an affiliate of the Issuer;

	 	 	 
	_____	(ii) 	
      a spouse, parent, grandparent, brother, sister, child or
      grandchild of _________________________ (name of person), a director,
      executive officer or control person of the Issuer, or of an affiliate of
      the Issuer;

	 	 	 
	_____	(iii) 	
      a parent, grandparent, brother, sister, child or
      grandchild of the spouse of ____________________ (name of person), a
      director, executive officer or control person of the Issuer, or of an
      affiliate of the Issuer;

	 	 	 
	_____	(iv) 	
      a close personal friend (by reason of the fact that the
      Subscriber has directly known such individual well enough and for a
      sufficient period of time and in a sufficiently close relationship (where
      such relationship is direct and extends beyond being a relative or a
      member of the same organization, association or religious group or a
      client, customer or former client or customer or being a close personal
      friend of a close personal friend of such individual) to be in a position
      to assess the capabilities and the trustworthiness of such individual) of
      ____________________________ (name of person), a director, executive
      officer or control person of the Issuer, or of an affiliate of the Issuer,
      with whom the Subscriber has been close personal friends for ______
      (number) years;

	 	 	 
	_____	(v) 	
      a close business associate (by reason of the fact that
      the Subscriber has had direct sufficient prior business dealings with such
      individual (where such relationship is direct and extends beyond being a
      client, customer or former client or customer or being a close business
      associate of a close business associate of such individual) to be in a
      position to assess the capabilities and trustworthiness of such
      individual) of _________________________ (name of person), a director,
      executive officer or control person of the Issuer, or of an affiliate of
      the Issuer, with whom the Subscriber has been a close business associate
      for ______ (number) years;

	 	 	 
	_____	(vi) 	
      a founder of the Issuer or a spouse, parent, grandparent,
      brother, sister, child, grandchild, close personal friend (as described in
      subsection II(a)(iv)) or close business associate (as described in
      subsection II(a)(v)) of ___________________________ (name of person), a
      founder of the Issuer, and, if the Subscriber is a close personal friend
      or close business associate of the founder, the Subscriber has been same
      for ______ (number) years;

	 	 	 
	_____	(vii) 	
      a parent, grandparent, brother, sister, child or
      grandchild of the spouse of ____________________ (name of person), a
      founder of the Issuer;

	 	 	 
	_____	(viii) 	
      a person or company of which a majority of the voting
      securities are beneficially owned by, or a majority of the directors are,
      persons or companies described in subsections II(a)(i) to II(a)(vii)
      above; or

	 	 	 
	_____	(ix) 	
      a trust or estate of which all of the beneficiaries or a
      majority of the trustees or executors are persons or companies described
      in subsections II(a)(i) to II(a)(viii) above.



OR 





	III. 	
      SASKATCHEWAN SUBSCRIBERS PURCHASING UNDER THE “FAMILY,
      FRIENDS AND BUSINESS ASSOCIATES - SASKATCHEWAN”
  EXEMPTION




	(d) 	
      the Subscriber is resident in the Province of
      Saskatchewan or is subject to the securities laws of the Province of
      Saskatchewan;

	 	 
	(e) 	
      the Subscriber has provided the Issuer with a signed risk
      acknowledgment form (to be provided by the Issuer on request);
  and

	 	 
	(f) 	
      the Subscriber is (please initial on the appropriate line
      below):




	_____	(i) 	
      a close personal friend (as described in subsection
      II(a)(iv) above) of ________________________(name of person), a director,
      executive officer or control person of the Issuer, or of an affiliate of
      the Issuer, with whom the Subscriber has been a close personal friend for
      ______(number) years;

	 	 	 
	_____	(ii) 	
      a close business associate (as described in subsection
      II(a)(v) above) of ______________________ (name of person), a director,
      executive officer or control person of the Issuer, or of an affiliate of
      the Issuer, with whom the Subscriber has been a close business associate
      for ______ (number) years;

	 	 	 
	_____	(iii) 	
      a close personal friend (as described in subsection
      II(a)(iv) above) or close business associate (as described in subsection
      II(a)(v) above) of _______________________ (name of person), a founder of
      the Issuer, for ______ (number) years;

	 	 	 
	_____	(iv) 	
      a person or company of which a majority of the voting
      securities are beneficially owned by, or a majority of the directors are,
      persons or companies described in subsections II(a)(i) to II(a)(vii)
      above, if the distribution is based in whole or in part on a close
      personal friendship (as described in subsection II(a)(iv) above) or a
      close business association (as described in subsection II(a)(v) above);
      or

	 	 	 
	_____	(v) 	
      a trust or estate of which all of the beneficiaries or a
      majority of the trustees or executors are persons or companies described
      in subsections II(a)(i) to II(a)(vii) above, if the distribution is based
      in whole or in part on a close personal friendship (as described in
      subsection II(a)(iv) above) or a close business association (as described
      in subsection II(a)(v) above).



OR 





	IV. 	
      ONTARIO SUBSCRIBERS PURCHASING UNDER THE “FOUNDER,
      CONTROL PERSON AND FAMILY” EXEMPTION




	(g) 	
      the Subscriber is resident in the Province of Ontario or
      is subject to the securities laws of the Province of Ontario;
and

	 	 
	(h) 	
      the Subscriber is (please initial on the appropriate line
      below):




	_____	(i) 	
      a founder of the Issuer;

	 	 	 
	_____	(ii) 	
      an affiliate of ________________________ (name of
      person), a founder of the Issuer;

	 	 	 
	_____	(iii) 	
      a spouse, parent, brother, sister, grandparent,
      grandchild or child of _________________________ (name of person), a
      director, executive officer or founder of the Issuer; or

	 	 	 
	_____	(iv) 	
      a person that is a control person of the
  Issuer.







OR 

	V. 	
      MINIMUM AMOUNT INVESTMENT 

	  	     
	(i) 	
      the Subscriber is purchasing the Units as principal for
      its own account and not for the benefit of any other person; 

	  	     
	(j) 	
      the Securities have an acquisition cost to the Subscriber
      of not less than $150,000, payable in cash at the Closing of the Offering;
      and 

	  	     
	(k) 	
      the Subscriber was not created and is not being used
      solely to purchase or hold securities in reliance on the registration and
      prospectus exemptions provided under Section 2.10 of NI 45-106, it
      pre-existed the Offering and has a bona fide purpose other than investment
      in the Units. 



The above representations and warranties will be true and
correct both as of the execution of this questionnaire and as of the closing
time of the purchase and sale of the Units and acknowledges that they will
survive the completion of the issue of the Units. 

The Subscriber acknowledges that the foregoing representations
and warranties are made by the undersigned with the intent that they be relied
upon in determining the suitability of the Subscriber as a Subscriber of the
Units and that this questionnaire is incorporated into and forms part of the
Agreement and the undersigned undertakes to immediately notify the Issuer of any
change in any statement or other information relating to the Subscriber set
forth herein which takes place prior to the closing time of the purchase and
sale of the Units. 

By completing this questionnaire, the Subscriber authorizes the
indirect collection of this information by each applicable regulatory authority
or regulator and acknowledges that such information is made available to the
public under applicable legislation.

DATED as of _______ day of __________________, 2014. 

	 	X
  
	 	Signature of individual (if Subscriber 
	 	is an individual) 
	 	X
  
	 	 
	 	Authorized signatory (if Subscriber is 
	 	not an individual) 
	 	  
	 	 
	 	Name of Subscriber (please print) 
	 	  
	 	 
	 	Name and title of authorized signatory 
	 	(please print) 






TERMS 

	Reference date of this Subscription
      
Agreement 	March 8, 2014 (the “Agreement
      Date”) 


The Offering 

	The Issuer 	
      LEXARIA CORP. 

	  	     
	Offering 	
      The offering (the “Offering”) consists of an aggregate of
      up to 10,600,000 units of the Issuer (the “Units”) 

	  	     
	Purchased Securities 	
      The “Purchased Securities” are Units. Each Unit consists
      of one previously unissued common share, as presently constituted (a
      “Share”) and one non- transferable common share purchase warrant
      (each warrant, a “Warrant”) of the Issuer. One Warrant will entitle
      the holder, on exercise, to purchase one additional common share of the
      Issuer (a “Warrant Share”) at a price of US$0.25 per Warrant Share
      at any time until the close of business on the day which is 18 months from
      the date of issue of the Warrant. 

	  	     
	Total amount 	
      Up to US $1,272,000 

	  	     
	Price 	
      US$0.12 per Unit 

	  	     
	Fees 	
      The Issuer may, in its sole discretion, pay fees
      comprised of an 8% cash commission payable either in cash or shares at the
      option of the finder, and 8% in shares for subscriptions received.
  

	  	     
	Warrants 	
      The Warrants will be issued and registered in the name of
      the purchasers or their nominees. The Warrants will be non-transferable
      subject to resale restrictions and legends. 

	  	     
		
      The certificates representing the Warrants will, among
      other things, include provisions for the appropriate adjustment in the
      class, number and price of the Warrant Shares issued upon exercise of the
      Warrants upon the occurrence of certain events, including any subdivision,
      consolidation or reclassification of the Issuer’s common shares, the
      payment of stock dividends and the amalgamation of the Issuer. 

	  	     
		
      In the event that the Issuer’s common shares, at any time
      after 6 months and 1 day have elapsed from the issuance of the Warrants,
      as listed on a Principal Canadian Market – currently the Exchange under
      the symbol “LXX” has been at or above CDN$0.40 for a period of 20
      consecutive trading days, the Issuer may, within five (5) days thereafter
      issue to the Warrant holders a written notice advising of the accelerated
      expiry of the Warrants. Such written notice shall identify in reasonable
      detail the particulars of the acceleration event and identify the date
      (the "Warrant Accelerated Expiry Date") set for accelerated expiry, which
      in no event shall be less than 30 days after the mailing date of the
      written notice. For greater certainty, all Warrants shall expire and be of
      no further force or effect as of 4:30 pm (Pacific Time) on the Warrant
      Accelerated Expiry Date. 

	  	     
	Selling Jurisdictions 	
      The Units may be sold in the provinces of Canada and in
      certain overseas jurisdictions as the Issuer may determine and in the
      United States in accordance with available exemptions (the “Selling
      Jurisdictions”). 








	
      Exemptions 
	
      The Offering will be made in accordance with the
      following exemptions from the prospectus requirements:





	 	(a) 	
      the “accredited investor” exemption found in section 2.3
      of National Instrument 45-106 Prospectus and Registration
      Exemptions;

	 	 	
       

	 	(b) 	
      the “minimum amount investment ($150,000)” exemption
      found in section 2.10 of National Instrument 45-106 Prospectus and
      Registration Exemptions;

	 	 	
       

	 	(c) 	
      the "family, friends and business associates" or
      "founder, friends and business associates" exemptions found in sections
      2.5 to 2.7 of National Instrument 45-106 Prospectus and Registration
      Exemptions;

	 	 	
       

	 	(d) 	
      the “offshore” exemption found in BC Instrument 72-503
      Distributions outside British Columbia; and

	 	 	
       

	 	(e) 	
      in the United States, Rule 506 of Regulation D and/or
      section 4(2) of the United States Securities Act of 1933, as
      amended.




	Resale restrictions and legends 	
      The Purchased Securities will be subject to a four month
      hold period that starts to run on Closing. The Purchaser acknowledges that
      the certificates representing the Purchased Securities will bear the
      following legends: 

	  	     
		
      “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE
      HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT THE
      DATE THAT IS FOUR MONTHS AND A DAY AFTER THE DISTRIBUTION DATE.]”
  

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

	  	     
		
      Certificates representing Purchased Securities issued to
      Purchasers that are not U.S. Purchasers will also bear the following
      additional legend: 

	  	     
		
      "THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN
      AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED
      HEREIN) PURSUANT TO REGULATION S UNDER THE 1933 ACT." 

	  	     
		
      Purchasers are advised to consult with their own legal
      counsel or advisors to determine the resale restrictions that may be
      applicable to them. 

	  	     
	Closing Date 	
      Payment to the Issuer for, and delivery of, the Units is
      scheduled to occur on March 21, 2014 or on such other date or dates
      as may be determined by the Issuer (the “Closing Date”). 

	  	     
	Additional definitions 	
      In the Subscription Agreement, the following words have
      the following 

meanings unless otherwise indicated:


    






	 	(a) 	
      “Purchased Securities” means the Units purchased under
      this Subscription Agreement;

	 	 	 
	 	(b) 	
      “Securities” means the Shares, the Warrants and the
      Warrant Shares;

	 	 	 
	 	(c) 	
      “Warrants”, as defined above, includes the certificates
      representing the Warrants.



The Issuer 

	Jurisdiction of organization 	The Issuer is incorporated under
      the laws of the State of Nevada 
	  	 
	
      Stock exchange listings 
	
      The common shares of the Issuer are listed on the Canada
      Securities Exchange (the “Exchange”) and traded on the Over-the-Counter
      Bulletin Board. 



End of Terms 




PROVISIONS APPLICABLE TO A UNITED STATES PURCHASER 

CERTIFICATION OF U.S. PURCHASER 

NOTE: the provisions on this page are applicable ONLY if the
Purchaser is in the United States or is a “U.S. person” as defined in Regulation
S under the United States Securities Act of 1933, as amended. 

(Capitalized terms not specifically defined in this
Certification have the meaning ascribed to them in the Subscription Agreement to
which this Schedule is attached.) 

In connection with the execution of the Subscription Agreement
to which this Schedule is attached, the undersigned (the “Purchaser”) represents
and warrants to the Issuer that: 

	1. 	
      It has such knowledge and experience in financial and
      business matters as to be capable of evaluating the merits and risks of an
      investment in the Securities and it is able to bear the economic risk of
      loss of its entire investment.

	 	 
	2. 	
      The Issuer has provided to it the opportunity to ask
      questions and receive answers concerning the terms and conditions of the
      offering and it has had access to such information concerning the Issuer
      as it has considered necessary or appropriate in connection with its
      investment decision to acquire the Securities.

	 	 
	3. 	
      It is acquiring the Securities for its own account, for
      investment purposes only and not with a view to any resale, distribution
      or other disposition of the Securities in violation of the United States
      securities laws.

	 	 
	4. 	
      It understands the Securities have not been and will not
      be registered under the United States Securities Act of 1933, as amended
      (the “1933 Act”) or the securities laws of any state of the United States
      and that the sale contemplated hereby is being made in reliance on an
      exemption from such registration requirements.

	 	 
	5. 	
      If the Purchaser is an individual (that is, a natural
      person and not a corporation, partnership, trust or other entity), then it
      satisfies one or more of the categories indicated below (please place an
      “X” on the appropriate lines):




	 	____________	
      A natural person whose individual net worth, or joint net
      worth with that person’s spouse, at the date of this Certification exceeds
      US $1,000,000 excluding the value of such person’s primary residence;
    

	 	 	     
	 	____________	
      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; 




	6. 	
      If the Purchaser is a corporation, partnership, trust or
      other entity), then it satisfies one or more of the categories indicated
      below (please place an “X” on the appropriate
lines):




	 	____________	
      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;
      

	 	 	     
	 	____________	
      A trust that (a) has total assets in excess of US
      $5,000,000, (b) was not formed for the specific purpose of acquiring the
      Securities and (c) is directed in its purchases of securities by a person
      who has such knowledge and experience in financial and business matters
      that he/she is capable of evaluating the merits and risks of an investment
      in the Securities; 







NOTE: the provisions on this page are applicable ONLY if the
Purchaser is in the United States or is a “U.S. person” as defined in Regulation
S under the United States Securities Act of 1933, as amended. 

	 	____________	
      An investment company registered under the Investment
      Company Act of 1940 or a business development company as defined in
      Section 2(a)(48) of that 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; 

	 	 	     
	 	____________	
      A private business development company as defined in
      Section 202(a)(22) of the Investment Advisors Act of 1940; or 

	 	 	     
	 	____________	
      An entity in which all of the equity owners satisfy the
      requirements of one or more of the foregoing categories.





	7. 	
      It has not purchased 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, internet,
      television or other form of telecommunications, or any seminar or meeting
      whose attendees have been invited by general solicitation or general
      advertising.

	 	 	 
	8. 	
      If it decides to offer, sell or otherwise transfer any of
      the Securities, it will not offer, sell or otherwise transfer any of such
      Securities directly or indirectly, unless:

	 	 	 
		(a) 	
      the sale is to the Issuer;

	 	 	 
		(b) 	
      the sale is made outside the United States in a
      transaction meeting the requirements of Rule 904 of Regulation S under the
      1933 Act and in compliance with applicable local laws and
    regulations;

	 	 	 
		(c) 	
      the sale is made pursuant to the exemption from the
      registration requirements under the 1933 Act provided by Rule 144
      thereunder and in accordance with any applicable state securities or “blue
      sky” laws; or

	 	 	 
		(d) 	
      the Securities are sold in a transaction that does not
      require registration under the 1933 Act or any applicable state laws and
      regulations governing the offer and sale of securities; and

	 	 	 
		(e) 	
      it has prior to such sale pursuant to subsection (c) or
      (d) furnished to the Issuer an opinion of counsel reasonably satisfactory
      to the Issuer.

	 	 	 
	9. 	
      The certificates representing the Securities (and any
      certificates issued in exchange or substitution for the Securities) will
      bear a legend in substantially the form as
follows:



“THE SECURITIES REPRESENTED HEREBY
HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE “U.S. SECURITIES ACT”). THE HOLDER HEREOF, BY PURCHASING SUCH
SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE
OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY; (B) OUTSIDE THE
UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S.
SECURITIES ACT OR (C) IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER
THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN
COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS; OR (D) IN A TRANSACTION
THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY
APPLICABLE STATE SECURITIES LAWS, AND, IN THE CASE OF PARAGRAPH (C) OR (D), THE
SELLER FURNISHES TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING
IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION TO SUCH EFFECT. DELIVERY
OF THIS CERTIFICATE MAY NOT CONSTITUTE GOOD DELIVERY IN SETTLEMENT OF
TRANSACTIONS ON STOCK EXCHANGES IN CANADA.” 




Subscription Agreement (with related appendices,
acknowledgements, provisions and forms) Page 15 of 27 pages NOTE: the provisions
on this page are applicable ONLY if the Purchaser is in the United States or is
a “U.S. person” as defined in Regulation S under the United States Securities
Act of 1933, as amended. 

Delivery of certificates bearing such a legend may not
constitute “good delivery” in settlement of transactions on Canadian stock
exchanges or over-the-counter markets. If the Issuer is a “foreign issuer” with
no “substantial U.S. market interest” (all within the meaning of Regulation S
under the 1933 Act) at the time of sale, a new certificate, which will
constitute “good delivery”, will be made available to the Purchaser upon
provision by the Purchaser of a declaration in the form attached as Appendix “A”
together with such other evidence of the availability of an exemption as the
Issuer or its transfer agent may reasonably require. 

Certificates representing Warrants, and all certificates issued
in exchange therefore or in substitution thereof, shall bear the following
legend in substantially the following form: 

“THIS WARRANT AND THE SECURITIES
DELIVERABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THIS WARRANT MAY NOT BE
EXERCISED BY OR ON BEHALF OF A “U.S. PERSON” OR A PERSON IN THE UNITED STATES
UNLESS THE WARRANT AND THE UNDERLYING SECURITIES HAVE BEEN REGISTERED UNDER THE
U.S. SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE
OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. “UNITED
STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE U.S.
SECURITIES ACT.” 

	10. 	
      It understands and agrees that there may be material tax
      consequences to the Purchaser of an acquisition or disposition of the
      Securities. The Issuer gives no opinion and makes no representation with
      respect to the tax consequences to the Purchaser under United States,
      state, local or foreign tax law of the undersigned’s acquisition or
      disposition of such Securities, in particular, no determination has been
      made whether the Issuer will be a “passive Foreign investment company”
      (“PFIC”) within the meaning of Section 1291 of the United States Internal
      Revenue Code.

	 	 
	11. 	
      It understands and agrees that the financial statements
      of the Issuer have been prepared in accordance with Canadian generally
      accepted accounting principles, which differ in some respects from United
      States generally accepted accounting principles, and thus may not be
      comparable to financial statements of United States companies.

	 	 
	12. 	
      It consents to the Issuer making a notation on its
      records or giving instructions to any transfer agent of the Issuer in
      order to implement the restrictions on transfer set forth and described in
      this Certification and the Subscription Agreement.

	 	 
	13. 	
      It is resident in the United States of America, its
      territories and possessions or any state of the United States or the
      District of Columbia (collectively the “United States”), a “U.S. Person”
      as such term is defined in Regulation S of the 1933 Act or was in the
      United States at the time the securities were offered or the Subscription
      Agreement was executed.

	 	 
	14. 	
      It understands that the Securities are “restricted
      securities” under applicable federal securities laws and that the 1933 Act
      and the rules of the SEC provide in substance that the Purchaser may
      dispose of the Securities only pursuant to an effective registration
      statement under the 1933 Act or an exemption therefrom, and, other than as
      set out herein, the Purchaser understands that the Issuer has no
      obligation to register any of the Securities or to take action so as to
      permit sales pursuant to the 1933 Act (including Rule 144 thereunder).
      Accordingly, the Purchaser understands that absent registration, under the
      rules of the SEC, the Purchaser may be required to hold the Securities
      indefinitely or to transfer the Securities in “private placements” which
      are exempt from registration under the 1933 Act, in which event the
      transferee will acquire “restricted securities” subject to the same
      limitations as in the hands of the Purchaser. As a consequence, the
      Purchaser understands that it must bear the economic risks of the
      investment in the Securities for an indefinite period of
  time.







NOTE: the provisions on this page are applicable ONLY if the
Purchaser is in the United States or is a “U.S. person” as defined in Regulation
S under the United States Securities Act of 1933, as amended. 

	15. 	
      It has no intention to distribute, and shall not
      transfer, either directly or indirectly any of the Securities to any
      person within the United States or to U.S. persons, as defined in
      Regulations S (a “US Person”) except pursuant to an effective registration
      statement under the 1933 Act, or an exemption therefrom.

	 	 
	16. 	
      It has no intention to distribute, and shall not
      transfer, either directly or indirectly any of the Securities to any
      person within the United States or to U.S. persons, as defined in
      Regulations S (a “US Person”) except pursuant to an effective registration
      statement under the 1933 Act, or an exemption
therefrom.



The statements made in this Certification are true and accurate
to the best of my information and belief and I will promptly notify the Issuer
of any changes in the answers. 

ONLY U.S. PURCHASERS NEED COMPLETE AND SIGN 

Dated _____________________________, 2014 

	 	X 
	 	Signature of individual (if Purchaser is
      an individual) 
	 	 
	 	X 
	 	Authorized signatory (if Purchaser is not
      an individual) 
	 	  
	 	 
	 	Name of Purchaser (please print) 
	 	  
	 	 
	 	Name of authorized signatory (please
      print) 
	 	  
	 	 
	 	Official capacity of authorized signatory
      (please print) 






APPENDIX “A” 

Declaration for removal of legend (To Be Completed at Time of
FUTURE Legend Removal) 

	TO: 	Olympia Trust Company as
      registrar and transfer agent for the common shares of LEXARIA CORP.
      (the “Company”). 


The undersigned (A) acknowledges that the sale of the common
shares represented by certificate number _______________ , to which this
declaration relates, is being made in reliance on Rule 904 of Regulation S under
the United States Securities Act of 1933, as amended (the “1933 Act”), and (B)
certifies that (1) the undersigned is not an “affiliate” (as defined in Rule 405
under the 1933 Act) of the Company; (2) the offer of such securities was not
made to a person in the United States and either (a) at the time the buy order
was originated, the buyer was outside the United States, or the seller and any
person acting on its behalf reasonably believe that the buyer was outside the
United States, or (b) the transaction was executed on or through the facilities
of a designated offshore securities market within the meaning of Rule 902(b)
under the 1933 Act, and neither the seller nor any person acting on its behalf
knows that the transaction has been prearranged with a buyer in the United
States; (3) neither the seller nor any person acting on its behalf engaged in
any directed selling efforts in connection with the offer and sale of such
securities; and (4) the sale is bona fide and not for the purpose of “washing
off” the resale restrictions imposed because the securities are “restricted
securities” (as that term is defined in Rule 144(a)(3) under the 1933 Act); (5)
the seller does not intend to replace such securities with fungible unrestricted
securities; and (6) the contemplated sale is not a transaction, or part of a
series of transactions, which, although in technical compliance with Regulation
S, is part of a plan or scheme to evade the registration provisions of the 1933
Act. Terms used herein have the meanings given to them by Regulation S under the
1933 Act. 

By: __________________________________   Dated:
____________________________

Signature 

Name (please print) 

Affirmation by Seller’s Broker-Dealer 

We have read the foregoing representations of our customer,
_________________________ (the “Seller”) dated _______________________, with
regard to the sale, for such Seller’s account, of the common shares represented
by certificate number ______________ of the Company described therein, and we
hereby affirm that, to the best of our knowledge and belief, the facts set forth
therein are full, true and correct. 

__________________________________________
Name of Firm 

By: _______________________________________

Authorized officer 

Date: _____________________________________





GENERAL PROVISIONS 

1         
DEFINITIONS 

1.1        In the
Subscription Agreement (including the first (cover) page, the Terms on pages 10
to 12, the General Provisions on pages 18 to 26 and the other appendices,
acknowledgements, provisions and forms incorporated by reference), the following
words have the following meanings unless otherwise indicated: 

	 	(a) 	
      “1933 Act” means the United States Securities Act
      of 1933, as amended;

	 	 	 
	 	(b) 	
      “Applicable Legislation” means, as applicable, the
      securities laws, regulations, rules, rulings and orders in the Selling
      Jurisdictions in Canada and in jurisdictions where the Issuer is a
      reporting issuer and all applicable administrative policy statements
      issued by the securities regulatory authorities in each of the Selling
      Jurisdictions in Canada and in jurisdictions where the Issuer is a
      reporting issuer together with the applicable rules and policies of the
      Exchange;

	 	 	 
	 	(c) 	
      “Closing” means the completion of the sale and purchase
      of the Purchased Securities;

	 	 	 
	 	(d) 	
      “Closing Date” has the meaning assigned in the
    Terms;

	 	 	 
	 	(e) 	
      “Commissions” means the securities regulatory authorities
      in each of the Selling Jurisdictions in Canada and in jurisdictions where
      the Issuer is a reporting issuer;

	 	 	 
	 	(f) 	
      “Exchange” has the meaning assigned in the
  Terms;

	 	 	 
	 	(g) 	
      “Final Closing” means the last closing under the Private
      Placement;

	 	 	 
	 	(h) 	
      “General Provisions” means those portions of the
      Subscription Agreement headed “General Provisions” and contained on pages
      18 to 26;

	 	 	 
	 	(i) 	
      “Personal Information” means any information about an
      identifiable individual, and includes information provided by the
      Purchaser in this Subscription Agreement;

	 	 	 
	 	(j) 	
      “Private Placement” means the offering of the Purchased
      Securities on the terms and conditions of the Agency Agreement and this
      Subscription Agreement;

	 	 	 
	 	(k) 	
      “Purchased Securities” has the meaning assigned in the
      Terms;

	 	 	 
	 	(l) 	
      “Regulation S” means Regulation S promulgated under the
      1933 Act;

	 	 	 
	 	(m) 	
      “Regulatory Authorities” means the Commissions and the
      Exchange;

	 	 	 
	 	(n) 	
      “Securities” has the meaning assigned in the
  Terms;

	 	 	 
	 	(o) 	
      “Selling Jurisdictions” has the meaning assigned in the
      Terms;

	 	 	 
	 	(p) 	
      “Subscription Agreement” means the first (cover) page,
      the Terms on pages 10 to 12, the General Provisions on pages 18 to 26 and
      the other appendices, acknowledgements, provisions and forms incorporated
      by reference;

	 	 	 
	 	(q) 	
      “Terms” means those portions of the Subscription
      Agreement headed “Terms” and contained on pages 10 to 12;
  and



1.2        In the
Subscription Agreement, the following terms have the meanings defined in
Regulation S: “U.S. Person” and “United States”. 




1.3        In the
Subscription Agreement, unless otherwise specified, currencies are indicated in
Canadian dollars. 

1.4        In the
Subscription Agreement, other words and phrases that are capitalized have the
meaning assigned in the Subscription Agreement. 

2        
 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER 

2.1        Acknowledgements
concerning the Private Placement 

The Purchaser acknowledges that: 

	 	(a) 	
      no securities commission or similar regulatory authority
      has reviewed or passed on the merits of the Securities;

	 	 	 	 
	 	(b) 	
      there is no government or other insurance covering the
      Securities;

	 	 	 	 
	 	(c) 	
      there are risks associated with the purchase of the
      Securities and the Purchaser is knowledgeable or experienced in business
      and financial matters and is capable of evaluating the merits and risks of
      an investment in the Purchased Securities and is capable of bearing the
      economic risk of the investments;

	 	 	 	 
	 	(d) 	
      there are restrictions on the Purchaser’s ability to
      resell the Securities and it is the responsibility of the Purchaser to
      find out what those restrictions are and to comply with them before
      selling the Securities;

	 	 	 	 
	 	(e) 	
      the Issuer has advised the Purchaser that the Issuer is
      relying on an exemption from the requirements to provide the Purchaser
      with a prospectus and to sell securities through a person registered to
      sell securities under the Applicable Legislation and, as a consequence of
      acquiring securities pursuant to this exemption, certain protections,
      rights and remedies provided by the Applicable Legislation, including, in
      most circumstances, statutory rights of rescission or damages, will not be
      available to the Purchaser;

	 	 	 	 
	 	(f) 	
      no prospectus has been or is intended to be filed by the
      Issuer with the Commissions in connection with the issuance of the
      Purchased Securities, the issuance is intended to be exempted from the
      prospectus and registration requirements of the Applicable Legislation and
      as a consequence of acquiring the Purchased Securities pursuant to these
      exemptions:

	 	 	 	 
	 		(i) 	
      the Purchaser is restricted from using most of the civil
      remedies available under the Applicable Legislation;

	 	 	 	 
	 		(ii) 	
      the Purchaser may not receive information that would
      otherwise be required to be provided to the Purchaser under the Applicable
      Legislation; and

	 	 	 	 
	 		(iii) 	
      the Issuer is relieved from certain obligations that
      would otherwise apply under the Applicable
Legislation;




	 	(g) 	
      the Securities have not been registered under the 1933
      Act and may not be offered or sold in the United States unless registered
      under the 1933 Act and the securities laws of all applicable states of the
      United States or an exemption from such registration requirements is
      available, and the Issuer has no obligation or present intention of filing
      a registration statement under the 1933 Act in respect of the Purchased
      Securities or any of the Securities; and

	 	 	 
	 	(h) 	
      the Purchaser acknowledges that the Issuer’s counsel is
      acting as counsel to the Issuer and not as counsel to the
  Purchaser.



2.2        Representations
by all Purchasers 




The Purchaser represents and warrants to the Issuer that, as at
the Agreement Date and as at the Closing Date: 

	 	(a) 	
      the Purchaser complies with one of the
  following:

	 	 	 	 	 
	 		(i) 	
      the Purchaser is purchasing as principal or is deemed to
      be purchasing as principal in accordance with Applicable Legislation and
      meets the definition of “accredited investor” as such term is defined
      under National Instrument 45-106 Prospectus and Registration Exemptions
      and has completed and signed the Accredited Investor Form which begins
      on page 9; or

	 	 	 	 	 
	 		(ii) 	
      the Purchaser is purchasing as principal and has
      purchased that number of Purchased Securities having an acquisition cost
      to the Purchaser of not less than $150,000 to be paid in cash on the
      Closing Date; or

	 	 	 	 	 
	 		(iii) 	
      the Subscriber is one of the following:

	 	 	 	 	 
	 			(A) 	
      employee, executive officer, director or consultant of
      the Issuer or a related entity of the Issuer, or a permitted assign of any
      such person, if participation in the trade is voluntary (for the purpose
      of this provision, a person includes a trustee, custodian or administrator
      acting as agent for that person for the purpose of facilitating a
      trade);

	 	 	 	 	 
	 			(B) 	
      in Ontario, a founder of the Issuer; an affiliate of a
      founder of the Issuer; a spouse, parent, brother, sister, grandparent,
      grandchild or child of an executive officer, director or founder of the
      Issuer, or a person that is a control person of the Issuer;

	 	 	 	 	 
	 			(C) 	
      except in Ontario, a director, executive officer or
      control person of the Issuer, or of an affiliate of the Issuer;

	 	 	 	 	 
	 			(D) 	
      except in Ontario, a spouse, parent, grandparent,
      brother, sister, child or grandchild of a director, executive officer or
      control person of the Issuer, or of an affiliate of the Issuer;

	 	 	 	 	 
	 			(E) 	
      except in Ontario, a parent, grandparent, brother,
      sister, child or grandchild of the spouse of a director, executive officer
      or control person of the Issuer, or of an affiliate of the
  Issuer;

	 	 	 	 	 
	 			(F) 	
      except in Ontario, a close personal friend (by reason of
      the fact that you have known such individual for a sufficient period of
      time and in a sufficiently close relationship to be in a position to
      assess the capabilities and the trustworthiness of such individual) of a
      director, executive officer or control person of the Issuer, or of an
      affiliate of the Issuer;

	 	 	 	 	 
	 			(G) 	
      except in Ontario, a close business associate (by reason
      of the fact that you have had sufficient prior business dealings with such
      individual to be in a position to assess the capabilities and
      trustworthiness of such individual) of a director, executive officer or
      control person of the Issuer, or of an affiliate of the Issuer;

	 	 	 	 	 
	 			(H) 	
      except in Ontario, a founder of the Issuer or a spouse,
      parent, grandparent, brother, sister, child, grandchild, close personal
      friend or close business associate of a founder of the Issuer;

	 	 	 	 	 
	 			(I) 	
      except in Ontario, a parent, grandparent, brother,
      sister, child or grandchild of the spouse of a founder of the
    Issuer;








	 	(J) 	
      except in Ontario, a person or Corporation of which a
      majority of the voting securities are beneficially owned by, or a majority
      of the directors are, persons or companies described in subsections B. to
      I. above; or

	 	 	 
	 	(K) 	
      except in Ontario, a trust or estate of which all of the
      beneficiaries or a majority of the trustees are persons or companies
      described in subsections B. to I. above;




	 	(b) 	
      the Purchaser is not a person created or used solely to
      purchase or hold securities in order to comply with an exemption from the
      prospectus requirements of Applicable Legislation and if the Purchaser is
      not an individual, it pre-existed the Offering and has a bona fide purpose
      other than investment in the Purchased Securities;

	 	 	 	 
	 	(c) 	
      in the case of the purchase by the Purchaser of the
      Purchased Securities as agent or trustee for any principal, the Purchaser
      is the duly authorized trustee or agent of such beneficial purchaser with
      due and proper power and authority to execute and deliver, on behalf of
      each such beneficial purchaser, this Subscription Agreement and all other
      documentation in connection with the purchase of the Purchased Securities
      hereunder, to agree to the terms and conditions herein and therein set out
      and to make the representations, warranties, acknowledgements and
      covenants herein and therein contained, all as if each such beneficial
      purchaser were the Purchaser and is subscribing as principal for its own
      account and not for the benefit of any other person for investment only
      and not for resale and the Purchaser’s actions as trustee or agent are in
      compliance with applicable law and the Purchaser and each beneficial
      purchaser acknowledges that the Issuer may be required by law to disclose
      to certain regulatory authorities the identity of each beneficial
      purchaser of Purchased Securities for whom it may be acting;

	 	 	 	 
	 	(d) 	
      the Purchaser and any beneficial purchaser for whom it is
      acting is resident in the jurisdiction set out on the execution page of
      this Subscription Agreement, such address was not created and is not used
      solely for the purpose of acquiring the Purchased Securities and the
      Purchaser was solicited to purchase in such jurisdiction;

	 	 	 	 
	 	(e) 	
      the Purchaser has properly completed, executed and
      delivered the applicable form(s) set forth on the cover page of this
      Agreement and such forms contain information about the Purchaser that is
      true and accurate as of the date of signing and will be true and correct
      as at the Closing Date;

	 	 	 	 
	 	(f) 	
      the Purchaser has not received, nor has the Purchaser
      requested, nor does the Purchaser have any need to receive, any document
      describing the business and affairs of the Issuer in order to assist the
      Purchaser in making an investment decision in respect of the Purchased
      Securities and the Purchaser has not become aware of any advertisement in
      printed media of general and regular paid circulation, radio or television
      with respect to the distribution of the Purchased Securities;

	 	 	 	 
	 	(g) 	
      no person has made to the Purchaser any written or oral
      representations:

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

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

	 	 	 	 
	 		(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 a stock exchange or that application has been made to list and
      post any of the Securities for trading on any stock exchange other than
      the Shares and Warrant Shares on the Exchange;




	 	(h) 	
      if the Purchaser is:

	 	 	 	 
	 		(i) 	
      a corporation, the Purchaser is duly incorporated and is
      validly subsisting under the laws of its jurisdiction of incorporation and
      has all requisite legal and corporate power and authority to execute and
      deliver this Subscription Agreement, to subscribe for
the Purchased Securities as contemplated herein and to carry
      out and perform its covenants and obligations under the terms of this
      Subscription Agreement and the entering into of this Subscription
      Agreement and the transactions contemplated hereby will not result in the
      violation of any of the terms and provisions of any law applicable to, or
      the constating documents of, the Purchaser or of any agreement, written or
      oral, to which the Purchaser may be a party or by which the Purchaser is
      or may be bound;








	 	(ii) 	
      a partnership, syndicate or other form of unincorporated
      organization, the Purchaser has the necessary legal capacity and authority
      to execute and deliver this Subscription Agreement and to observe and
      perform its covenants and obligations hereunder and has obtained all
      necessary approvals in respect thereof; or

	 	 	 
	 	(iii) 	
      an individual, the Purchaser has the legal capacity and
      competence to enter into and to execute this Subscription Agreement and to
      observe and perform his or her covenants and obligations
  hereunder;




	 	(i) 	
      this subscription has not been solicited in any other
      manner contrary to the Applicable Legislation or the 1933 Act;

	 	 	 	 
	 	(j) 	
      the Purchaser has been advised to consult its own legal
      and tax advisors with respect to applicable resale restrictions and tax
      considerations, and it is solely responsible for compliance with
      applicable resale restrictions and applicable tax legislation;

	 	 	 	 
	 	(k) 	
      the Purchaser has no knowledge of a “material fact” or
      “material change” (as those terms are defined in the Applicable
      Legislation) in the affairs of the Issuer that has not been generally
      disclosed to the public, except knowledge of this particular
      transaction;

	 	 	 	 
	 	(l) 	
      the offer made by this subscription is irrevocable
      (subject to the Purchaser’s right to withdraw the subscription and to
      terminate the obligations as set out in this Subscription Agreement) and
      requires acceptance by the Issuer and approval of the Exchange;

	 	 	 	 
	 	(m) 	
      the Purchaser is not a “control person” of the Issuer as
      defined in the Applicable Legislation, will not become a “control person”
      by virtue of this subscription for the Securities and does not intend to
      act in concert with any other person to form a control group of the
      Issuer;

	 	 	 	 
	 	(n) 	
      unless the Purchaser has executed the “Certification of
      U.S. Purchaser” that begins on page 13:

	 	 	 	 
	 		(i) 	
      the offer was not made to the Purchaser when the
      Purchaser was in the United States and, at the time the Purchaser’s buy
      order was made, the Purchaser was outside the United States;

	 	 	 	 
	 		(ii) 	
      the current structure of this transaction and all
      transactions and activities contemplated hereunder is not a scheme to
      avoid the registration requirements of the 1933 Act;

	 	 	 	 
	 		(iii) 	
      the Purchaser has no intention to distribute either
      directly or indirectly any of the Securities in the United States, except
      in compliance with the 1933 Act;

	 	 	 	 
	 		(iv) 	
      the Purchaser is not a U.S. Person; and

	 	 	 	 
	 		(v) 	
      the Purchaser is not and will not be purchasing Purchased
      Securities for the account or benefit of any U.S.
Person;




	 	(o) 	
      if the Purchaser is a resident of an International
      Jurisdiction (which is defined herein to mean a country other than Canada
      or the United States), then the Purchaser on its own behalf and, if
      applicable on behalf of others for whom it is hereby acting
  that:








	 	(i) 	
      the Purchaser is knowledgeable of, or has been
      independently advised as to, the International Securities Laws (which is
      defined herein to mean, in respect of each and every offer or sale of
      Purchased Securities, any securities laws having application to the
      Purchaser and the Private Placement other than the laws of Canada and the
      United States and all regulatory notices, orders, rules, regulations,
      policies and other instruments incidental thereto) which would apply to
      this subscription, if any;

	 	 	 
	 	(ii) 	
      the Purchaser is purchasing the Purchased Securities
      pursuant to an applicable exemption from any prospectus, registration or
      similar requirements under the International Securities Laws of that
      International Jurisdiction, or, if such is not applicable, the Purchaser
      is permitted to purchase the Purchased Securities under the International
      Securities Laws of the International Jurisdiction without the need to rely
      on exemptions;

	 	 	 
	 	(iii) 	
      the subscription by the Purchaser does not contravene any
      of the International Securities Laws applicable to the Purchaser and the
      Issuer and does not give rise to any obligation of the Issuer to prepare
      and file a prospectus or similar document or to register the Securities or
      to be registered with any governmental or regulatory authority;

	 	 	 
	 	(iv) 	
      the International Securities Laws do not require the
      Issuer to make any filings or seek any approvals of any kind whatsoever
      from any regulatory authority of any kind whatsoever in the International
      Jurisdiction; and

	 	 	 
	 	(v) 	
      the Securities are being acquired for investment purposes
      only and not with a view to resale and distribution, and the distribution
      of the Securities to the Purchaser by the Issuer complies with all
      International Securities Laws;




	 	(p) 	
      this Subscription Agreement has been duly executed and
      delivered by the Purchaser and constitutes a legal, valid and binding
      agreement of the Purchaser enforceable against the Purchaser;

	 	 	 
	 	(q) 	
      the Purchaser has been independently advised as to the
      applicable hold period imposed in respect of the Securities by securities
      legislation in the jurisdiction in which the Purchaser resides and
      confirms that no representation has been made respecting the applicable
      hold periods for the Securities and acknowledges that the hold period
      indicated in the Terms does not constitute such representation and is
      aware of the risks and other characteristics of the Securities and of the
      fact that the Purchaser may not be able to resell the Securities except in
      accordance with the applicable securities legislation and regulatory
      policies;

	 	 	 
	 	(r) 	
      the Purchaser is capable of assessing the proposed
      investment as a result of the Purchaser’s financial and business
      experience or as a result of advice received from a registered person
      other than the Issuer or any affiliates of the Issuer;

	 	 	 
	 	(s) 	
      if required by applicable securities legislation, policy
      or order or by any securities commission, stock exchange or other
      regulatory authority, the Purchaser will execute, deliver, file and
      otherwise assist the Issuer in filing, such reports, undertakings and
      other documents with respect to the issuance of the Securities as may be
      required; and

	 	 	 
	 	(t) 	
      the funds representing the aggregate subscription price
      for the Purchased Securities which will be advanced by the Purchaser
      hereunder will not represent proceeds of crime for the purposes of
    the

	 	 	 
	 		
      Proceeds of Crime (Money Laundering) and Terrorist
      Financing Act (Canada) and the Purchaser acknowledges that the Issuer
      may in the future be required by law to disclose the Purchaser’s name and
      other information relating to this Subscription Agreement and the
      Purchaser’s subscription hereunder, on a confidential basis, pursuant to
      such Act. To the best of its knowledge: (a) none of the subscription funds
      to be provided by the Purchaser (i) have been or will be derived from or
      related to any activity that is deemed criminal under the law of Canada,
      the United States, or any other jurisdiction, or (ii) are being tendered
      on behalf of a person or entity who has not been identified to the
      Purchaser; and (b) the Purchaser shall promptly notify
  the







Issuer if the Purchaser discovers that any of such
representations ceases to be true, and to provide the Issuer with appropriate
information in connection therewith. 

2.3        Reliance,
indemnity and notification of changes 

The representations and warranties in the Subscription
Agreement (including the first (cover) page, the Terms on pages 10 to 12, the
General Provisions on pages 18 to 26 and the other appendices, acknowledgements,
provisions and forms incorporated by reference) are made by the Purchaser with
the intent that they be relied upon by the Issuer in determining its suitability
as a purchaser of Purchased Securities, and the Purchaser hereby agrees to
indemnify the Issuer against all losses, claims, costs, expenses and damages or
liabilities which any of them may suffer or incur as a result of reliance
thereon. The Purchaser undertakes to notify the Issuer immediately of any change
in any representation, warranty or other information relating to the Purchaser
set forth in the Subscription Agreement (including the first (cover) page, the
Terms on pages 10 to 12, the General Provisions on pages 18 to 26 and the other
appendices, acknowledgements, provisions and forms incorporated by reference)
which takes place prior to the Closing. 

2.4        Survival of
representations and warranties 

The representations and warranties contained in this Section
will survive the Closing. 

3        
 REPRESENTATIONS AND WARRANTIES OF THE ISSUER 

By executing this Subscription Agreement, the Issuer
represents, warrants and covenants to the Purchaser, which representations,
warranties and covenants will be true and correct as of the Closing Date (as
herein defined) with the same force and effect as if made at and as of the
Closing (and acknowledges that the Purchaser is relying thereon) that: 

	 	a) 	
      The Issuer has been duly incorporated and organized and
      is a valid and subsisting Issuer under the laws of the State of Nevada and
      is duly qualified to carry on business in each jurisdiction wherein the
      carrying out of the activities contemplated makes such qualifications
      necessary;

	 	 	 
	 	b) 	
      The shares which form a part of the Units will, upon
      issue and delivery, be validly issued as fully paid and
    non-assessable.

	 	 	 
	 	c) 	
      The Issuer has the full corporate right, power and
      authority to execute this Subscription Agreement, and to issue the Units
      to the Purchaser pursuant to the terms of this Subscription
    Agreement

	 	 	 
	 	d) 	
      This Subscription Agreement constitutes a binding and
      enforceable obligation of the Issuer, enforceable in accordance with its
      terms.

	 	 	 
	 	e) 	
      This Subscription has been given for valuable
      consideration and is irrevocable, except with the written consent of the
      Issuer.

	 	 	 
	 	f) 	
      The Issuer has filed all forms, reports, documents and
      information required to be filed by it, whether pursuant to applicable
      securities laws or otherwise, with the Exchange (or one of its
      predecessors) or the applicable securities regulatory authorities (the
      “Disclosure Documents”). As of the time the Disclosure Documents were
      filed with the applicable securities regulators and on SEDAR (System for
      Electronic Document Analysis and Retrieval) as applicable (or, if amended
      or superseded by a filing prior to the date of this Agreement, then on the
      date of such filing): (i) each of the Disclosure Documents complied in all
      material respects with the requirements of the applicable securities laws;
      and (ii) none of the Disclosure Documents contained any untrue statement
      of a material fact or omitted to state a material fact required to be
      stated therein or necessary in order to make the statements therein, in
      the light of the circumstances under which they were made, not
      misleading.








	 	g) 	
      The financial statements of the Issuer contained in the
      Disclosure Documents : (i) complied as to form in all material respects
      with the published rules and regulations under the applicable securities
      laws; (ii) were reported in accordance with United States generally
      accepted accounting principles or International Financial Reporting
      Standards, as the case may be; and (iii) present fairly the consolidated
      financial position of the Issuer and its subsidiaries, if any, as of the
      respective dates thereof and the consolidated results of operations of the
      Issuer and its subsidiaries, if any, for the periods covered
    thereby.

	 	 	 
	 	h) 	
      There is no “material fact” or “material change” (as
      those terms are defined in the Acts) in the affairs of the Issuer that has
      not been generally disclosed to the public.



4         
PERSONAL INFORMATION 

The Purchaser provides its consent to: 

	 	(a) 	
      the disclosure of Personal Information by the Issuer to
      the Exchange, to the Ontario Securities Commission and to any other
      applicable securities regulatory authorities, the Issuer’s registrar and
      transfer agent, legal counsel and any other party involved in the purchase
      and sale of the Purchased Securities;

	 	 	 
	 	(b) 	
      the collection, use and disclosure of Personal
      Information by the Exchange for the purposes described in Appendix 1, or
      as otherwise identified by the Exchange, from time to time; and

	 	 	 
	 	(c) 	
      the collection, use and disclosure of Personal
      Information by the Commissions for the purposes described in Appendix
      1.



5         
ISSUER’S ACCEPTANCE 

This Subscription Agreement, when executed by the Purchaser,
and delivered to the Issuer, will constitute a subscription for the Purchased
Securities which will not be binding on the Issuer until accepted by the Issuer
by executing this Subscription Agreement in the space provided on the face
page(s) of this Subscription Agreement and, notwithstanding the Agreement Date,
if the Issuer accepts the subscription by the Purchaser, this Subscription
Agreement will be entered into on the date of such execution by the Issuer. 

6         
CLOSING 

6.1        The
Purchaser acknowledges that, although Purchased Securities may be issued to
other purchasers under the Private Placement concurrently with the Closing,
there may be other sales of Purchased Securities under the Private Placement,
some or all of which may close before or after the Closing. The Purchaser
further acknowledges that there is a risk that insufficient funds may be raised
on the Closing to fund the Issuer’s objectives and that further closings may not
take place after the Closing. 

6.2        On or before
the Closing Date, the Purchaser will deliver to the Issuer the Subscription
Agreement and all applicable acknowledgements, provisions and required forms,
duly executed, and payment in full for the total price of the Purchased
Securities to be purchased by the Purchaser. 

6.3        At Closing,
the Issuer will deliver the certificates representing the Purchased Securities
purchased by the Purchaser registered in the name of the Purchaser or its
nominee. 

7         
MISCELLANEOUS 

7.1        The Purchaser
agrees to sell, assign or transfer the Securities only in accordance with the
requirements of applicable securities laws and any legends placed on the
Securities as contemplated by the Subscription Agreement. 




7.2        The
Purchaser hereby authorizes the Issuer to correct any minor errors in, or
complete any minor information missing from any part of the Subscription
Agreement and any other acknowledgements, provisions, forms, certificates or
documents executed by the Purchaser and delivered to the Issuer in connection
with the Private Placement. 

7.3        The Issuer
may rely on delivery by fax machine or e-mail of an executed copy of this
subscription, and acceptance by the Issuer of such faxed or e-mailed copy will
be equally effective to create a valid and binding agreement between the
Purchaser and the Issuer in accordance with the terms of the Subscription
Agreement. If less than a complete copy of this Subscription Agreement is
delivered to the Issuer at Closing, the Issuer and its advisors are entitled to
assume that the Purchaser accepts and agrees to all of the terms and conditions
of the pages not delivered at Closing unaltered. 

7.4        Without
limitation, this subscription and the transactions contemplated by this
Subscription Agreement are conditional upon and subject to the Issuer’s having
obtained such regulatory approval of this subscription and the transactions
contemplated by this Subscription Agreement as the Issuer considers necessary.


7.5        This
Subscription Agreement is not assignable or transferable by the parties hereto
without the express written consent of the other party to this Subscription
Agreement. 

7.6        Time is of
the essence of this Subscription Agreement and will be calculated in accordance
with the provisions of the Interpretation Act (British Columbia). 

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

7.8        The parties
to this Subscription Agreement may amend this Subscription Agreement only in
writing. 

7.9        This
Subscription Agreement enures to the benefit of and is binding upon the parties
to this Subscription Agreement and their successors and permitted assigns. 

7.10      A party to this
Subscription Agreement will give all notices to or other written communications
with the other party to this Subscription Agreement concerning this Subscription
Agreement by hand or by registered mail addressed to the address given on page
1. 

7.11      The contract arising
out of this Subscription Agreement and all documents relating thereto, have been
or will be drafted in English only by common accord among the parties. Le
soussigné reconnaît par les présentes qu’il a exigé que le contrat résultant de
cette convention de souscription ainsi que tous documents y afférents soient
rédigés en langue anglaise seulement. 

7.12      This Subscription
Agreement is to be read with all changes in gender or number as required by the
context. 

7.13      This Subscription
Agreement will be governed by and construed in accordance with the internal laws
of British Columbia (without reference to its rules governing the choice or
conflict of laws), and the parties hereto irrevocably attorn and submit to the
exclusive jurisdiction of the courts of British Columbia with respect to any
dispute related to this Subscription Agreement. 

End of General Provisions 




End of Subscription Agreement