Anavex Life Sciences Corp.: Exhibit 10.1 - Filed by newsfilecorp.com





AMENDMENT NO. 1 
TO
REGISTRATION RIGHTS
AGREEMENT 

This Amendment No. 1 to Registration Rights Agreement (this
“Amendment”), dated as of August ___, 2014, is entered into by and
between Anavex Life Sciences Corp., a Nevada corporation (the “Company”),
and the purchaser signatory hereto (the “Purchaser”). Any capitalized
term used herein without definition shall have the definition ascribed to such
term in that certain Registration Rights Agreement, dated March 13, 2014 by and
among the Company and the purchasers signatory thereto (the “RRA”). 

RECITALS 

WHEREAS, the Company and the Purchaser are currently parties to
the RRA, pursuant to which the Company has granted to the Purchaser certain
registration rights regarding purchased securities; and

WHEREAS, Section 6(f) of the RRA provides that the RRA
  may be amended by a written instrument signed by the Company and holders of at
least sixty-seven percent (67%) of the Registrable Securities; and 

WHEREAS, the date upon which holders of at least sixty-seven
  percent (67%) of the Registrable Securities have executed written amendments in
  the same form as this Amendment is referred to herein as the “Effective
Time,” and 

WHEREAS, the Company and the Purchaser now desire to amend the
  RRA as provided herein and the Purchaser desires to waive certain rights under
the RRA.

NOW THEREFORE, in consideration of the mutual promises
  contained in this Amendment and for other good and valuable consideration, the
  receipt and sufficiency of which are hereby acknowledged, the Company and the
  Purchaser, intending to be legally bound, hereby agree as follows: 

AGREEMENT 

	 	1. 	
      Amendment. Upon the Effective Time, the RRA is
      hereby amended to delete any and all references to liquidated damages
      and/or the accrual of damages with respect to obligations of the Company,
      and Section 2(d) shall read in its entirety as follows:

	 	 	 
	 		
      “(d) [DELETED]”

	 	 	 
	 		
      2. Conforming Changes. Upon the Effective Time,
      all references to the term “liquidated damages” and/or “Section
      2(d)” shall be and hereby are deleted from the RRA. Upon the Effective
      Time, all provisions in the RRA and the Transaction Documents and any amendments, attachments,
      schedules or exhibits thereto in conflict with this Amendment shall be and
  hereby are changed to conform to this Amendment.



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	 	3. 	
      Waiver of Liquidated Damages. The Purchaser hereby
      irrevocably waives, releases and discharges all of its existing claims and
      rights to any and all relief, damages, liquidated damages, and/or
      payments, of any kind under the RRA that exist or have accrued as of the
      Effective Time, including but not limited to any and all damages and/or
      payments related to or accruing pursuant to Section 2(d) of the
      RRA.

	 	 	 
	 	4. 	
      Debenture Holding Period. The Company acknowledges
      and agrees that the holding period of the Debentures under Rule 144 of the
      Securities Act shall not change as a result of the transactions
      contemplated hereunder and as such, subject to the Company remaining in
      compliance with the current public information required under Rule 144,
      the Conversion Shares will be eligible for resale pursuant to Rule 144 on
      September 18, 2014.

	 	 	 
	 	5. 	
      Form 8-K. The Company shall, on or before 8:30
      a.m., New York City Time, on the second Business Day after the Effective
      Time, file with the Commission a Current Report on Form 8-K describing all
      the material terms of this Amendment in the form required by the Exchange
      Act (the “Form 8- K”). From and after the filing of the Form 8-K,
      the Purchaser shall not be in possession of any material, non-public
      information received from the Company any of its Subsidiaries or any of
      its respective officers, directors, employees or agents, that is not
      disclosed in the Form 8-K. From and after the filing of the Form 8-K, the
      Company confirms that it will have disclosed all material, non-public
      information (if any) regarding the Company and its Subsidiaries delivered
      to the Purchaser by the Company or any of its Subsidiaries, or any of
      their respective officers, directors, employees or agents in connection
      with the transactions contemplated by this Amendment. The Company shall
      not, and shall cause each of its Subsidiaries and each of their respective
      officers, directors, employees and agents, not to, provide the Purchaser
      with any material, non-public information regarding the Company or any of
      its Subsidiaries from and after the Effective Time without the express
      written consent of the Purchaser.

	 	 	 
	 	6. 	
      Full Force and Effect. Upon the Effective Time,
      the remainder of the RRA shall not be amended hereby and shall remain in
      full force and effect, except as otherwise set forth in this Amendment.
      The parties hereby ratify and confirm the terms and conditions of the RRA,
      as supplemented and amended by this Amendment.

	 	 	 
	 	7. 	
      Recitals. The Recitals above are true and correct
      and are hereby incorporated by reference.



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	 	8. 	Counterparts. This Amendment may be executed in
      counterparts (including by means of facsimile or electronic transmission),
      each of which shall be deemed an original but all of which, when taken together, will
constitute one and the same agreement. 



 

** Signature Pages Follow ** 

 

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IN WITNESS WHEREOF, the Company and the Purchaser have made
and executed this Amendment effective as of the date first indicated above. 

“COMPANY”: 

ANAVEX LIFE SCIENCES CORP. 

By: ____________________________
Name: Christopher Missling,
PhD. 
Title: Chief Executive Officer 

 

[SIGNATURE PAGE OF PURCHASER FOLLOWS] 

 

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[SIGNATURE PAGE OF PURCHASER TO RRA AMENDMENT] 

 

Name of Purchaser: _____________________________

Signature of Authorized Signatory of Purchaser:
__________________________

Name of Authorized Signatory:
_______________________________________

Title of Authorized Signatory:
________________________________________

 

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