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








May 26th, 2014 

Letter of Intent 

This document does not contain terms or provisions that are
enforceable absent the negotiation in good faith and acceptance on terms in
substantial agreement to the terms communicated within this document, of a lease
agreement and of a finance agreement. 

This letter of intent, to be executed on behalf of Lexaria
Corp. and/or its wholly-owned subsidiary Great Lakes Cannabis Corp (the
“Lessee”) and Arnprior Bay Property Limited, c/o Huntington
Properties, owners of XXX, Ontario (the “Lessor”) sets out the Lessee’s
and Lessor’s shared intent to enter into a lease agreement (the “Lease”)
for warehouse space (the “Leased Premises”) in the building located at XXX (the “Building”) and to enter a finance agreement into Lexaria Corp and/or Great Lakes Cannabis Corp.

The terms and conditions to be properly set out in a binding
lease agreement, and a binding finance agreement and such other documentation as
the parties shall determine necessary will include the following terms and
conditions: 

	1. 	
      Lease space to be approximately 24,000 square feet with
      an option to lease a further 22,000 square feet on the same terms and
      conditions within 2 years. A first right of refusal in favour of the
      Lessee will be available to lease approximately an additional 49,000
      square feet for a total of approximately 95,000 square feet as further
      space currently leased at the Building site comes available. If city
      approval is not forthcoming or denied, for any reason, Lexaria will
      continue its relationship with Huntington, under the same terms, to find a
      suitable location.

	 	 
	2. 	
      The Lease shall be conditional for a period of up to 180
      days in order to obtain approval from the appropriate municipal
      authorities XXX that the zoning applicable to the
      Leased Premises allows for the Lessee’s intended use of the Leased
      Premises, in particular a legal marijuana production facility, and that
      the municipality will provide a letter to that effect. If the Municipality
      does not approve medical marijuana for this location, the obligations of
      both the Lessee and the Lessor ends and the remaining lease shall be null
      and void.

	 	 
	3. 	
      The basic rent for the Leased Premises over the term
      shall be as follows:



Years 1- 4 - $6.75 psf per annum

Years 5- 7 - $7.25 psf per annum 

Years 8-10 - $8.25 psf per annum 

 












	
4. 		
Common area charges and taxes are additional, which are currently approximately $2.50 per square foot per annum. All utilities will be in addition to the rent and billed directly to the Lessee.

	
	 	 
	
5. 		
No rent costs are applied or earned until that day when the Municipality provides the written letter approving the use of the facility, as noted in paragraph 2, above. As well, upon acceptance of suitability by examination and
inspection of premises by representatives of Lexaria.

	
	 	 
	
6. 		
Lease term to be 10 years, with the Lessee having an option to renew for two (2) further eight (8) year terms at a market rate to be negotiated at the time of renewal.

	
	 	 
	
7. 		
The Lessee will require tenant improvements to the Leased Premises. The Lessor shall contribute $20.00 per square foot towards the total costs of the tenant improvement at the time of tenant improvement, to a maximum total of
$1,000,000. All tenant improvement costs that exceed $20.00 are the sole responsibility of the Lessee.

	
	 	 
	
8. 		
This Letter of Intent sets out our shared intentions but does not create a binding obligation to Lease. The intended relationship set out in this Letter of Intent shall be solely governed by a binding lease agreement in the
Lessor’s standard form, but containing those terms and conditions set out in this Letter of Intent and as otherwise agreed between the parties.

	
	 	 
	
9. 		
Lessor and/or its associates (the “Finance Group”) agrees to provide investment (the “Financing”) to Lexaria by way of an equity financing on terms that are compliant with Canadian Securities Exchange
regulations as well as with all security regulations in both Canada and the USA. The Finance Group agrees to invest up to $2,000,000 into Lexaria Corp under the terms in paragraph 10 below. These funds will be raised concurrent to acceptance of
the terms, by both parties, of this LOI. The funds shall be held in escrow (with Lexaria’s Lawyer) until such time that
XXX is approved for the use and rezoned by the authorities, or failing that, another suitable Huntington property is
sourced. Lexaria will Endeavour to raise matching funds. All funds will be utilized for build out, licensing (MMPR), and key employee acquisition of the Huntington property, as well as general working capital.

	
	 	 
	
10. 		
At the time of this Letter of Intent, the terms of the Financing are by way of equity units (the “Units”) currently priced at US$0.20 each. 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 Lexaria Corp. One Warrant will entitle the holder, on exercise, to purchase one additional common share of Lexaria Corp (a “Warrant Share”) at a price of US$0.50 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. The terms of the Financing may be adjusted if by mutual consent of Lexaria Corp and the Lessor but only if in compliance with all
regulations.

	












	
 	
 
	
11. 		
This Letter of Intent sets out our shared intentions but does not create a binding obligation to finance. The intended relationship set out in this Letter of Intent shall be solely governed by a binding finance agreement in the
Lessee’s standard form, but containing those terms and conditions set out in this Letter of Intent and as otherwise agreed between the parties, all of which must be in accordance with appropriate securities regulations in force in both Canada
and the USA.

	



 


LEXARIA CORP. 


 


________________________________________

Chris Bunka, CEO 

I have the authority to bind the corporation 


 


 


 


Arnprior Bay Property Limited c/o HUNTINGTON PROPERTIES 


Per: 


 


________________________________________

Alan Whitten, President 

I have the authority to bind the corporation