Lexaria Bioscience 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 - 1 - and sign where indicated with an "X".
      

	  	
       

	2. 	
      This financing is being offered only to "accredited
      investors" (within the meaning of US and Canadian securities
      laws). 

	  	
       

	3. 	
      ALL investors must complete Page 2 UNLESS
      you are subscribing through a person registered as a broker, an exempt
      market dealer (as defined in National Instrument 31-103 – Registration
      Requirements and Exemptions) or you are acquiring the
      Securities directly from Lexaria Corp. without involvement of a finder,
      you must complete and sign the "Risk Acknowledgement Form" on page 2 of
      this Subscription Agreement. 

	  	
       

	4. 	
      If you are a purchaser resident in a province of
      Canada, you must complete pages 3- 8 and sign the
      Canadian Accredited Investor Status Certificate that starts on page 3 of
      this Subscription Agreement. If you are an individual Accredited Investor,
      you must also complete Exhibit A to the Accredited Investor Certificate.
      

	  	
       

	5. 	
      If you are a "U.S. Purchaser", you must complete pages
      12-15 and sign the certification that starts on page 12 of this
      Subscription Agreement. 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. 

	  	
       

	6. 	
      Page 16 is for future reference only regarding removal of
      restricted legends from stock certificates. Not to be completed at this
      time. 

	  	
       

	7. 	
      Page 26 provides instructions for wiring funds directly
      to Lexaria Corp. All payments must be in US dollars only.
  







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
9 to 9, the General Provisions on pages 17 to 25 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: 

	Number of Units purchased (minimum 500,000
      Units): ______________________________________ Units 
	US$0.11 Unit for a total purchase price
      of US$ (minimum US$55,000): US$ ______________________________________
  
	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 _____________,
2016. 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". 

	Accepted this day of ________________, 2016	 	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. 

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Subscription Agreement (with related appendices,
acknowledgements, provisions and forms) 



RISK ACKNOWLEDGEMENT FORM 

Risk Acknowledgement under BCI
32-513
Registration exemption for trades 
in
connection with certain prospectus-exempt distributions 


Name of Issuer: LEXARIA CORP. 

Name of Seller:
_______________________________________


I acknowledge that 

		o 	the person selling me these securities is not
      registered with a securities regulatory authority and is prohibited from
      telling me that this investment is suitable for me; 
	 	 	 
	 	o 	the person selling me these securities
      does not act for me; 
	 	 	 
	 	o 	this is a risky investment and I could
      lose all my money; 
	 	 	 
		o 	the person selling me these securities has not
      provided financial services to me other than in connection with a
      Prospectus-Exempt Distribution; 
	 	 	 
	 	o 	the person selling me these securities
      does not hold or have access to my assets; 
	 	 	 
	 	o 	I am investing entirely at my own risk.
    




	Date 
	 
	Signature of Subscriber 
	 
	Print name of Subscriber 
	 
	Name of salesperson acting on behalf of seller

	 
	Sign two copies of this document. Keep one copy for
      your records. 


 

National Instrument 45-106 Prospectus Exemptions
may require you to sign an additional risk acknowledgement form. If
you want advice about the merits of this investment and whether these securities
are a suitable investment for you, contact a registered adviser or
dealer.

- 2 - 




CANADIAN ACCREDITED INVESTOR STATUS CERTIFICATE 

The categories listed herein contain certain specifically
defined terms. If you are unsure as to the meanings of those terms, or are
unsure as to the applicability of any category below, please contact your broker
and/or legal advisor before completing this certificate.

In connection with the purchase by the undersigned
Subscriber of the Subscriber’s Units, the Subscriber, on its own behalf and on
behalf of each of the beneficial purchasers for whom the Subscriber is acting,
hereby represents, warrants, covenants and certifies to the Corporation (and
acknowledges that the Corporation and its counsel are relying thereon) that:


	 	(a) 	the Subscriber, or each of the beneficial purchasers for whom the
      Subscriber is acting, is purchasing the Subscriber’s Units as principal
      for its own account and not for the benefit of any other person; 
	 	 	 
	 	(b) 	the Subscriber, or each of the beneficial purchasers for whom the
      Subscriber is acting, is an "accredited investor" within the meaning of NI
      45-106 on the basis that the undersigned fits within the category of an
      "accredited investor" reproduced below beside which the undersigned has
      indicated the undersigned belongs to such category; 
	 	 	 
	 	(c) 	upon execution of this Schedule "A", including if applicable Exhibit
      "A" attached hereto, by the Subscriber, this Schedule "A" shall be
      incorporated into and form a part of the Subscription Agreement.
  


(PLEASE CHECK THE BOX OF THE APPLICABLE CATEGORY OF
ACCREDITED INVESTOR) 

	[   ] 	(a) 	
      except in Ontario, a Canadian financial institution, or a
      Schedule III bank; 

	 	  	
       

	[ ] 	(a.1) 	
      in Ontario, a financial institution that is (i) a bank
      listed in Schedule I, II or III of the Bank Act (Canada); (ii) an
      association to which the Cooperative Credit Associations Act
      (Canada) applies or a central cooperative credit society for which an
      order has been made under subsection 473(1) of the Securities Act
      (Ontario); or (iii) a loan corporation, trust company, trust
      corporation, insurance company, treasury branch, credit union, caisse
      populaire, financial services cooperative or credit union league or
      federation that is authorized by a statute of Canada or Ontario to carry
      on business in Canada or Ontario, as the case may be; 

	 	  	
       

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

	 	  	
       

	[ ] 	(c) 	
      a subsidiary of any person or company referred to in
      paragraphs (a), (a.1) or (b), if the person or company 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) 	
      a person or company registered under the securities
      legislation of a jurisdiction (province or territory) of Canada as an
      adviser or dealer, except as otherwise prescribed by the regulations;
    

	 	  	
       

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

	 	  	
       

	 	  	
       

	[ ] 	(e.1) 	
      an individual formerly registered under the securities
      legislation of a jurisdiction of Canada, other than an individual formerly
      registered solely as a representative of a limited market dealer under one
      or both of the Securities Act (Ontario) or the Securities Act
      (Newfoundland and Labrador); 



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Subscription Agreement (with related appendices,
acknowledgements, provisions and forms) 

	[   ] 	(f) 	
      the Government of Canada or a jurisdiction (province or
      territory) of Canada, or any crown corporation, agency or wholly owned
      entity of the Government of Canada or a jurisdiction (province or
      territory) of Canada; 

	 	  	
	[   ] 	(g) 	
      a municipality, public board or commission in Canada and
      a metropolitan community, school board, the Comité de gestion de la taxe
      scolaire de l’île de Montréal or an intermunicipal management board in
      Québec; 

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

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

	 	  	
	[   ] 	(j) 	
      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; 

	 	  	
	[   ] 	(j.1) 	
      an individual who beneficially owns financial assets
      having an aggregate realizable value that, before taxes but net of any
      related liabilities, exceeds $5,000,000; 

	 	  	
	[   ] 	(k) 	
      an individual whose net income before taxes exceeded
      $200,000 in each of the two most recent calendar years or whose net income
      before taxes combined with that of a spouse exceeded $300,000 in each of
      the two most recent calendar 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 $5,000,000; 

	 	  	
	[   ] 	(m) 	
      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; 

	 	  	
	[   ] 	(n) 	
      an investment fund that distributes or has distributed
      its securities only to (i) a person that is or was an accredited investor
      at the time of the distribution, (ii) a person that acquires or acquired
      securities in the circumstances referred to in sections 2.10 [Minimum
      amount investment] or 2.19 [Additional investment in investment
      funds] of NI 45-106, or (iii) a person described in sub- paragraph (i)
      or (ii) that acquires or acquired securities under section 2.18
      [Investment fund reinvestment] 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 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;
  



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Subscription Agreement (with related appendices,
acknowledgements, provisions and forms) 

	[   ] 	(r) 	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; 
	 	  	  
	[   ] 	(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; 
	 	  	  
	[   ] 	(t) 	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; 
	 	  	  
	[   ] 	(u) 	an investment fund that is advised by a person
      registered as an adviser or a person that is exempt from registration as
      an adviser; 
	 	  	
	[   ] 	(v) 	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 
	 	  	  
	[   ] 	(w) 	a trust established by an accredited investor
      for the benefit of the accredited investor’s family members of which a
      majority of the trustees are accredited investors and all of the
      beneficiaries are the accredited investor’s spouse, a former spouse of the
      accredited investor or a parent, grandparent, brother, sister, child or
      grandchild of that accredited investor, of that accredited investor’s
      spouse or of that accredited investor’s former spouse.



For the purposes hereof, the following definitions are included
for convenience: 

	(a) 	"bank" means a bank named in Schedule I or II of the Bank Act
      (Canada); 
	 	 
	(b) 	"Canadian financial institution" means (i) an association governed by
      the Cooperative Credit Associations Act (Canada) or a central
      cooperative credit society for which an order has been made under section
      473(1) of that Act, or (ii) a bank, loan corporation, trust company, trust
      corporation, insurance company, treasury branch, credit union, caisse
      populaire, financial services cooperative, or league that, in each case,
      is authorized by an enactment of Canada or a jurisdiction of Canada to
      carry on business in Canada or a jurisdiction of Canada; 
	 	 
	(c) 	"company" means any corporation, incorporated association,
      incorporated syndicate or other incorporated organization; 
	 	 
	(d) 	"financial assets" means (i) cash, (ii) securities, or (iii) a
      contract of insurance, a deposit or an evidence of a deposit that is not a
      security for the purposes of securities legislation; 
	 	 
	(e) 	"fully managed account" means an account of a client for which a
      person makes the investment decisions if that person has full discretion
      to trade in securities for the account without requiring the client’s
      express consent to a transaction; 
	 	 
	(f) 	"investment fund" has the same meaning as in National Instrument
      81-106 Investment Fund Continuous Disclosure; 
	 	 
	(g) 	"person" includes 


(i)      an
individual, 

(ii)      a
corporation, 

(iii)      a
partnership, trust, fund and an association, syndicate, organization or other
organized group of persons whether incorporated or not, and 

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Subscription Agreement (with related appendices,
acknowledgements, provisions and forms) 

(iv)      an
individual or other person in that person’s capacity as a trustee, executor,
administrator or personal or other legal representative. 

	(h) 	"related liabilities" means (i) liabilities incurred or assumed for
      the purpose of financing the acquisition or ownership of financial assets,
      or (ii) liabilities that are secured by financial assets; 
	 	 
	(i) 	"Schedule III bank" means an authorized foreign bank named in Schedule
      III of the Bank Act (Canada); 
	 	 
	(j) 	"spouse" means, an individual who, (i) is married to another
      individual and is not living separate and apart within the meaning of the
      Divorce Act (Canada), from the other individual, (ii) is living
      with another individual in a marriage-like relationship, including a
      marriage-like relationship between individuals of the same gender, or
      (iii) in Alberta, is an individual referred to in paragraph (i) or (ii),
      or is an adult interdependent partner within the meaning of the Adult
      Interdependent Relationships Act (Alberta); and 
	 	 
	(k) 	"subsidiary" means an issuer that is controlled directly or indirectly
      by another issuer and includes a subsidiary of that subsidiary.
  


In NI 45-106 a person or company is considered to be an
affiliated entity of another person or company if one is a subsidiary entity of
the other, or if both are subsidiary entities of the same person or company, or
if each of them is controlled by the same person or company. 

In NI 45-106 a person (first person) is considered to control
another person (second person) if (a) the first person, directly or indirectly,
beneficially owns or exercises control or direction over securities of the
second person carrying votes which, if exercised, would entitle the first person
to elect a majority of the directors of the second person, unless that first
person holds the voting securities only to secure an obligation, (b) the second
person is a partnership, other than a limited partnership, and the first person
holds more than 50% of the interests of the partnership, or (c) the second
person is a limited partnership and the general partner of the limited
partnership is the first person. 

In NI 45-106 a trust company or trust corporation described in
paragraph (p) above of the definition of "accredited investor" (other than in
respect of a trust company or trust corporation 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) is deemed to be purchasing as principal. 

In NI 45-106 a person described in paragraph (q) above of the
definition of "accredited investor" is deemed to be purchasing as principal.


The foregoing representations contained in this certificate are
true and accurate as of the date of this certificate and will be true and
accurate as of the Closing Time. If any such representations shall not be true
and accurate prior to the Closing Time, the undersigned shall give immediate
written notice of such fact to the Corporation prior to the Closing Time. 

	Dated:       	 	 	Signed:     
	 
	 	 	 
	Witness (If Subscriber is an Individual)
    	 	Print the name of Subscriber
    
	 	 	 
	Print Name of Witness 		If Subscriber is not an Individual,
      print name and title of Authorized Signing Officer 


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Subscription Agreement (with related appendices,
acknowledgements, provisions and forms) 

EXHIBIT "A" TO SCHEDULE "A" 

Risk Acknowledgement Form for Individual Accredited
Investors for Canadian Residents 

WARNING TO INVESTORS 

This investment is risky. Don't invest unless you can afford
to lose all the money you pay for this investment. 

	SECTION 1 TO BE COMPLETED BY THE ISSUER 	  
	1. About your investment 	  
	Type of securities: Equity Units 	Issuer: Lexaria Corp. 
	Purchased from: Lexaria Corp. 	  
	SECTIONS 2 TO 4 TO BE COMPLETED BY THE
      SUBSCRIBER 	  



	2. Risk acknowledgement 	  
	 	Your 
	This investment is risky. Initial that you
      understand each of the following: 	Initials 
	Risk of loss - You could lose your entire
      investment of $ _____________. [Instruction: Insert the
      total dollar amount of the investment.] 	
	Liquidity risk - You may not be able to
      sell your investment quickly - or at all. 	  
	Lack of information - You may receive
      little or no information about your investment. 	  
	Lack of advice - You will not receive advice
      from the salesperson about whether this investment is suitable for you
      unless the salesperson is registered. The salesperson is the person who
      meets with, or provides information to, you about making this investment.
      To check whether the salesperson is registered, go to
      www.aretheyregistered.ca. 	
	3. Accredited investor status
	  
	You must meet at least one of the following
      criteria to be able to make this investment. Initial the statement that
      applies to you. (You may initial more than one statement.) The person
      identified in section 6 is responsible for ensuring that you meet the
      definition of accredited investor. That person, or the salesperson
      identified in section 5, can help you if you have questions about whether
      you meet these criteria. 	Your
initials 
	• 	Your
      net income before taxes was more than $200,000 in each of the 2 most
      recent calendar years, and you expect it to be more than $200,000 in the
      current calendar year. (You can find your net income before taxes on your
      personal income tax return.) 	
	• 	Your
      net income before taxes combined with your spouse's was more than $300,000
      in each of the 2 most recent calendar years, and you expect your combined
      net income before taxes to be more than $300,000 in the current calendar
      year. 	
	• 	Either
      alone or with your spouse, you own more than $1 million in cash and
      securities, after subtracting any debt related to the cash and securities.
    	
	• 	Either
      alone or with your spouse, you have net assets worth more than $5 million.
      (Your net assets are your total assets (including real estate) minus your
      total debt.) 	
	4. Your name and signature 	  
	By signing this form, you confirm that you have read
      this form and you understand the risks of making this investment as
      identified in this form. 
	First and last name (please print):




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Subscription Agreement (with related appendices,
acknowledgements, provisions and forms) 


	Signature: 	Date: 
	SECTION 5 TO BE COMPLETED BY THE
      SALESPERSON 
	5. Salesperson information 
	[Instruction: The salesperson is the person who
      meets with, or provides information to, the Subscriber with respect
      to making this investment. That could include a representative of the
      issuer or selling security holder, a registrant or a person who is
      exempt from the registration requirement.] First and last name of
      salesperson (please print): 
	Telephone: 	Email: 
	Name of firm (if registered): 	  
	SECTION 6 TO BE COMPLETED BY THE ISSUER 	  
	6. For more information about this investment 	  
	Lexaria Corp. 
950 – 1130 West Pender Street
      
Vancouver, BC V6E 4A4 
Attention: Chris Bunka 	



	 	 
	Tel: 604-602-1675 	  
	Fax: 604-685-1675 	  
	 
    	  
	For more information about prospectus exemptions,
      contact your local securities regulator. You can find contact
      information at www.securities-administrators.ca.
    



8 




Subscription Agreement (with related appendices,
acknowledgements, provisions and forms) 

TERMS 

Reference date of this Subscription June 3, 2016 (the
"Agreement Date") Agreement 

The Offering 

	The Issuer 	
      LEXARIA CORP. 

	  	
       

	Offering 	
      The offering (the "Offering") consists of an aggregate of
      up to 700,000 units of the Issuer (the "Units") for maximum gross
      proceeds of US$77,000 

	  	
       

	Purchased Securities 	
      The "Purchased Securities" are Units. Each Unit consists
      of one previously unissued common share, as presently constituted (a
      "Share") and one-half of a non-transferable common share purchase warrant
      (each whole 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$0.14 per Warrant Share
      at any time until the close of business on the day which is 36 months
      from the date of issue of the Warrant. 

	  	
       

	Total amount 	
      Up to US$77,000 

	  	
       

	Price 	
      US$0.11 per Unit 

	  	
       

	Fees 	
      The Issuer, in its sole discretion, may pay finder's fees
      to certain arm's length parties (the "Finders") in connection with the
      completion of the Offering and in accordance with application securities
      laws. Such finder's fee will be up to 7% of the aggregate subscription
      proceeds realized from the sale of the Units by the respective Finder,
      payable in cash only, and Broker’s warrants up to 7% of the aggregate
      Units sold by the applicable Finder. Each broker’s warrant will be
      exercisable into one single common Share (a "Warrant Share") at a price of
      US$0.14 per Warrant Share for a period of eighteen (18) months following
      closing of the Offering. 

	  	
       

	Warrants 	
      The Warrants will be issued and registered in the name of
      the purchasers or their nominees. The Warrants will be transferable
      subject to resale restrictions and legends and written Issuer approval, in
      advance. 

	  	
       

		
      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 

	  	
       

	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 Exemptions; 


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Subscription Agreement (with related appendices,
acknowledgements, provisions and forms) 

	 	(b) 	the "offshore" exemption found in BC Instrument 72-503
      Distributions outside British Columbia; and 
	 	 	 
	 	(c) 	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
      hold periods of four months for certain jurisdictions and six months for
      certain other jurisdictions, all of which starts to run on Closing. The
      Purchaser acknowledges that the certificates representing the Purchased
      Securities will bear legends in substantially the following
      form: 


"UNLESS PERMITTED UNDER SECURITIES
LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE JULY
9, 2016 IN SOME JURISDICTIONS AND SEPTEMBER 9, 2016 IN SOME JURISDICTIONS. 

"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 UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). 

NONE OF THE SECURITIES REPRESENTED
HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES
LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT
IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, 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 EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE
SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED
STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT"


		Certificates representing Purchased Securities
      issued to U.S. Purchasers will bear additional legends as set forth in the
      "Certification of US Purchaser". 
	  	  
		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 or before June 10, 2016 at 10 AM PST, 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:
  


10 




Subscription Agreement (with related appendices,
acknowledgements, provisions and forms) 

	 	(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 Canadian Securities Exchange (the "Exchange") and
      available to be traded on the US OTC Bulletin Board. 


End of Terms 

11 




Subscription Agreement (with related
appendices, acknowledgements, provisions and forms) 

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; 


- 12 - 




Subscription Agreement (with related appendices,
acknowledgements, provisions and forms) 
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." 

13 




Subscription Agreement (with related appendices,
acknowledgements, provisions and forms) 
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
      may 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. 


14 




Subscription Agreement (with related appendices,
acknowledgements, provisions and forms) 
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 _____________________________, 2016 


	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) 



15 




Subscription Agreement (with related appendices,
acknowledgements, provisions and forms) 

APPENDIX "A" 

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

	TO: 	Computershare Trust Company of Canada 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: 	 



- 16 - 




Subscription Agreement (with related appendices,
acknowledgements, provisions and forms) 

GENERAL PROVISIONS 

1      DEFINITIONS


1.1          
In the Subscription Agreement (including the first (cover) page, the Terms on
pages 9 to 9, the General Provisions on pages 17 to 25 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 17 to 25;
  
	 	 	 
	 	(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 9 to 9, the General Provisions on pages 17 to 25 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 9 to 9; and 


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

- 17 - 




Subscription Agreement (with related appendices,
acknowledgements, provisions and forms) 

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; 

	 	 	
       

	 	(h) 	
      the Purchaser understands and agrees that offers and
      sales of any of the Securities prior to the expiration of a period of six
      months after the date of the issuance of the Securities (the six month
      period hereinafter referred to as the "Distribution Compliance
      Period") shall only be made in compliance with the safe harbor
      provisions set forth in Regulation S, pursuant to the registration
      provisions of the 1933 Act or an exemption therefrom, and that all offers
      and sales after the Distribution Compliance Period shall be made only in compliance
with the registration provisions of the 1933 Act or an exemption therefrom and
in each case only in accordance with applicable state securities laws; and 



- 18 - 




Subscription Agreement (with related appendices,
acknowledgements, provisions and forms) 


	 	(i) 	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) 	if the Purchaser is a resident of Canada, 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 Error! Bookmark not defined.; 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) 	
      if the Purchaser is a resident of a province or territory
      other than Ontario, the Purchaser has completed and signed the Risk
      Acknowledgement Form which begins on page 2 and if the Purchaser is a
      resident of Alberta, Saskatchewan, Manitoba, Yukon, Northwest Territories,
      Nunavut, Prince Edward Island or Québec the Purchaser has completed the
      "Eligible Investor Form" that begins on page - 3 - if the Purchaser is
      purchasing Purchased Securities for an aggregate acquisition of more than
      $10,000; 




	 	(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; 


- 19 - 




Subscription Agreement (with related appendices,
acknowledgements, provisions and forms) 

	 	(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; 



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Subscription Agreement (with related appendices,
acknowledgements, provisions and forms) 

	 	(n) 	unless the Purchaser has executed the "Certification of U.S.
      Purchaser" that begins on page 12: 



	 	(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; 



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Subscription Agreement (with related appendices,
acknowledgements, provisions and forms) 


	 	(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 9 to 9, the
General Provisions on pages 17 to 25 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 9 to 9, the General Provisions on pages 17 to 25 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 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.
  


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Subscription Agreement (with related appendices,
acknowledgements, provisions and forms) 

	 	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. 

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Subscription Agreement (with related appendices,
acknowledgements, provisions and forms) 

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. 

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Subscription Agreement (with related appendices,
acknowledgements, provisions and forms) 

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 

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Subscription Agreement (with related appendices,
acknowledgements, provisions and forms) 

TO SEND A WIRE TO LEXARIA’S BANK ACCOUNT, GIVE THE REMITTING
BANK THE FOLLOWING INSTRUCTIONS...... 

US FUNDS ONLY 
Minimum US$55,000 

Payable To: 
Lexaria Corp. 
#950 – 1130 W Pender Street

Vancouver BC V6E 4A4 
604-602-1675 

	BENEFICIARY BANK: 	BANK OF MONTREAL 
	  	595 BURRARD STREET 
	  	VANCOUVER, B. C., CANADA 
	  	  
	TRANSIT AND ACCOUNT NO.: 	00044633343 
	  	  
	SWIFT BIC ADDRESS: 	BOFMCAM2 


TO SEND FUNDS FROM A U.S. BANK, IT MAY BE EASIER TO SEND
THROUGH OUR U.S. SUBSIDIARY:

	INTERMEDIARY BANK: 	WACHOVIA BANK, NA 
	  	New York 
	  	Fed wire ABA 026005092 
	  	  
	SWIFT CODE: 	PNBPUS3NNYC 


End of Subscription Agreement 

- 26 -