Anavex Life Sciences Corp.: Exhibit 10.2 - Filed by newsfilecorp.com





Exhibit 10.2 


REGISTRATION RIGHTS AGREEMENT 

REGISTRATION RIGHTS AGREEMENT (this “Agreement”),
dated as of October 21, 2015, by and between ANAVEX LIFE SCIENCES CORP.,
a Nevada corporation (the “Company”), and LINCOLN PARK CAPITAL
FUND, LLC, an Illinois limited liability company (together with it permitted
assigns, the “Buyer”). Capitalized terms used herein and not otherwise
defined herein shall have the respective meanings set forth in the Purchase
Agreement by and between the parties hereto, dated as of the date hereof (as
amended, restated, supplemented or otherwise modified from time to time, the
“Purchase Agreement”). 

WHEREAS: 

The Company has agreed, upon the terms and subject to the
conditions of the Purchase Agreement, to sell to the Buyer up to Fifty Million
Dollars ($50,000,000) of Purchase Shares and to induce the Buyer to enter into
the Purchase Agreement, the Company has agreed to provide certain registration
rights under the Securities Act of 1933, as amended, and the rules and
regulations thereunder, or any similar successor statute (collectively, the
“Securities Act”), and applicable state securities laws. 

NOW, THEREFORE, in consideration of the promises and the
mutual covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company and the
Buyer hereby agree as follows: 

	 	1. 	
      DEFINITIONS.



As used in this Agreement, the following terms shall have the
following meanings: 

a.     “Investor” means the Buyer, any transferee or
assignee thereof to whom a Buyer assigns its rights under this Agreement in
accordance with Section 9 and who agrees to become bound by the
provisions of this Agreement, and any transferee or assignee thereof to whom a
transferee or assignee assigns its rights under this Agreement in accordance
with Section 9 and who agrees to become bound by the provisions of this
Agreement. 

b.     “Person” means any individual or entity including but
not limited to any corporation, a limited liability company, an association, a
partnership, an organization, a business, an individual, a governmental or
political subdivision thereof or a governmental agency. 

c.     “Register,” “registered,” and “registration”
refer to a registration effected by preparing and filing one or more
registration statements of the Company in compliance with the Securities Act and
pursuant to Rule 415 under the Securities Act or any successor rule providing
for offering securities on a continuous basis (“Rule 415”), and the
declaration or ordering of effectiveness of such registration statement(s) by
the United States Securities and Exchange Commission (the “SEC”). 

d.     “Registrable Securities” means all of the Purchase
Shares which have been, or which may, from time to time be issued, including
without limitation all of the Commitment Shares which have been or which may,
from time to time, be issued or become issuable to the Investor under the
Purchase Agreement (without regard to any limitation or restriction on
purchases), and any and all shares of capital stock issued or issuable with
respect to the Purchase Shares or the Commitment Shares or the Purchase
Agreement as a result of any stock split, stock dividend, recapitalization,
exchange or similar event or otherwise, without regard to any limitation
on purchases under the Purchase Agreement. 





e.     “Registration Statement” means one or more
registration statements of the Company covering only the sale of the Registrable
Securities. 

	 	2. 	
      REGISTRATION.



a.     Mandatory Registration. The Company shall by the
twentieth (20th) day following the date hereof, file with the SEC an initial
Registration Statement covering the maximum number of Registrable Securities as
shall be permitted to be included thereon in accordance with applicable SEC
rules, regulations and interpretations so as to permit the resale of such
Registrable Securities by the Investor under Rule 415 under the Securities Act
at then prevailing market prices (and not fixed prices), as mutually determined
by both the Company and the Investor in consultation with their respective legal
counsel, subject to the aggregate number of authorized shares of the Company’s
Common Stock then available for issuance in its Articles of Incorporation. The
Investor and its counsel shall have a reasonable opportunity to review and
comment upon such Registration Statement and any amendment or supplement to such
Registration Statement and any related prospectus prior to its filing with the
SEC, and the Company shall give due consideration to all reasonable comments.
The Investor shall furnish all information reasonably requested by the Company
for inclusion therein. The Company shall use its reasonable best efforts to have
the Registration Statement and any amendment declared effective by the SEC at
the earliest possible date. The Company shall use reasonable best efforts to
keep the Registration Statement effective pursuant to Rule 415 promulgated under
the Securities Act and available for the resale by the Investor of all of the
Registrable Securities covered thereby at all times until the earlier of (i) the
date as of which the Investor may sell all of the Registrable Securities without
restriction pursuant to Rule 144 promulgated under the Securities and (ii) the
date on which the Investor shall have sold all the Registrable Securities
covered thereby and no Available Amount remains under the Purchase Agreement
(the “Registration Period”). The Registration Statement (including any
amendments or supplements thereto and prospectuses contained therein) shall not
contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein, or necessary to make the statements therein, in
light of the circumstances in which they were made, not misleading. 

b.     Rule 424 Prospectus. The Company shall, as required
by applicable securities regulations, from time to time file with the SEC,
pursuant to Rule 424 promulgated under the Securities Act, the prospectus and
prospectus supplements, if any, to be used in connection with sales of the
Registrable Securities under the Registration Statement. The Investor and its
counsel shall have a reasonable opportunity to review and comment upon such
prospectus prior to its filing with the SEC, and the Company shall give due
consideration to all such comments. The Investor shall use its reasonable best
efforts to comment upon such prospectus within one (1) Business Day from the
date the Investor receives the final pre-filing version of such prospectus.

c.     Sufficient Number of Shares Registered. In the event
the number of shares available under the Registration Statement is insufficient
to cover all of the Registrable Securities, the Company shall amend the
Registration Statement or file a new Registration Statement (a “New
Registration Statement”), so as to cover all of such Registrable
Securities (subject to the limitations set forth in Section 2(a)) as soon
as practicable, but in any event not later than ten (10) Business Days after the
necessity therefor arises, subject to any limits that may be imposed by the SEC
pursuant to Rule 415 under the Securities Act. The Company shall use it
reasonable best efforts to cause such amendment and/or New Registration
Statement to become effective as soon as practicable following the filing
thereof. 

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d.     Offering. If the staff of the SEC (the
“Staff”) or the SEC seeks to characterize any offering pursuant to a
Registration Statement filed pursuant to this Agreement as constituting an
offering of securities that does not permit such Registration Statement to
become effective and be used for resales by the Investor under Rule 415 at
then-prevailing market prices (and not fixed prices), or if after the filing of
the initial Registration Statement with the SEC pursuant to Section 2(a),
the Company is otherwise required by the Staff or the SEC to reduce the number
of Registrable Securities included in such initial Registration Statement, then
the Company shall reduce the number of Registrable Securities to be included in
such initial Registration Statement (with the prior consent, which shall not be
unreasonably withheld, of the Investor and its legal counsel as to the specific
Registrable Securities to be removed therefrom) until such time as the Staff and
the SEC shall so permit such Registration Statement to become effective and be
used as aforesaid. In the event of any reduction in Registrable Securities
pursuant to this paragraph, the Company shall file one or more New Registration
Statements in accordance with Section 2(c) until such time as all
Registrable Securities have been included in Registration Statements that have
been declared effective and the prospectus contained therein is available for
use by the Investor. Notwithstanding any provision herein or in the Purchase
Agreement to the contrary, the Company’s obligations to register Registrable
Securities (and any related conditions to the Investor’s obligations) shall be
qualified as necessary to comport with any requirement of the SEC or the Staff
as addressed in this Section 2(d). 

	 	3. 	
      RELATED OBLIGATIONS.



With respect to the Registration Statement and whenever any
Registrable Securities are to be registered pursuant to Section 2
including on any New Registration Statement, the Company shall use its
reasonable best efforts to effect the registration of the Registrable Securities
in accordance with the intended method of disposition thereof and, pursuant
thereto, the Company shall have the following obligations: 

a.     The Company shall prepare and file with the SEC such
amendments (including post-effective amendments) and supplements to any
registration statement and the prospectus used in connection with such
registration statement, which prospectus is to be filed pursuant to Rule 424
promulgated under the Securities Act, as may be necessary to keep the
Registration Statement or any New Registration Statement effective at all times
during the Registration Period, and, during such period, comply with the
provisions of the Securities Act with respect to the disposition of all
Registrable Securities of the Company covered by the Registration Statement or
any New Registration Statement until such time as all of such Registrable
Securities shall have been disposed of in accordance with the intended methods
of disposition by the seller or sellers thereof as set forth in such
registration statement. 

b.     The Company shall permit the Investor to review and comment
upon the Registration Statement or any New Registration Statement and all
amendments and supplements thereto at least two (2) Business Days prior to their
filing with the SEC, and not file any document in a form to which Investor
reasonably objects. The Investor shall use its reasonable best efforts to
comment upon the Registration Statement or any New Registration Statement and
any amendments or supplements thereto within two (2) Business Days from the date
the Investor receives the final version thereof. The Company shall furnish to
the Investor, without charge any correspondence from the SEC or the staff of the
SEC to the Company or its representatives relating to the Registration Statement
or any New Registration Statement. 

c.     Upon request of the Investor, the Company shall furnish to
the Investor, (i) promptly after the same is prepared and filed with the SEC, at
least one copy of such registration statement and any amendment(s) thereto,
including financial statements and schedules, all documents incorporated therein
by reference and all exhibits, (ii) upon the effectiveness of any registration
statement, a copy of the prospectus included in such registration
statement and all amendments and supplements thereto (or such other number of
copies as the Investor may reasonably request) and (iii) such other documents,
including copies of any preliminary or final prospectus, as the Investor may
reasonably request from time to time in order to facilitate the disposition of
the Registrable Securities owned by the Investor. For the avoidance of doubt,
any filing available to the Investor via the SEC’s live EDGAR system shall be
deemed “furnished to the Investor” hereunder. 

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d.     The Company shall use reasonable best efforts to (i)
register and qualify the Registrable Securities covered by a registration
statement under such other securities or “blue sky” laws of such jurisdictions
in the United States as the Investor reasonably requests, (ii) prepare and file
in those jurisdictions, such amendments (including post-effective amendments)
and supplements to such registrations and qualifications as may be necessary to
maintain the effectiveness thereof during the Registration Period, (iii) take
such other actions as may be necessary to maintain such registrations and
qualifications in effect at all times during the Registration Period, and (iv)
take all other actions reasonably necessary or advisable to qualify the
Registrable Securities for sale in such jurisdictions; provided, however, that
the Company shall not be required in connection therewith or as a condition
thereto to (x) qualify to do business in any jurisdiction where it would not
otherwise be required to qualify but for this Section 3(d), (y) subject
itself to general taxation in any such jurisdiction, or (z) file a general
consent to service of process in any such jurisdiction. The Company shall
promptly notify the Investor who holds Registrable Securities of the receipt by
the Company of any notification with respect to the suspension of the
registration or qualification of any of the Registrable Securities for sale
under the securities or “blue sky” laws of any jurisdiction in the United States
or its receipt of actual notice of the initiation or threatening of any
proceeding for such purpose. 

e.     As promptly as practicable after becoming aware of such
event or facts, the Company shall notify the Investor in writing of the
happening of any event or existence of such facts as a result of which the
prospectus included in any registration statement, as then in effect, includes
an untrue statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading, and
promptly prepare a supplement or amendment to such registration statement to
correct such untrue statement or omission, and deliver a copy of such supplement
or amendment to the Investor (or such other number of copies as the Investor may
reasonably request). The Company shall also promptly notify the Investor in
writing (i) when a prospectus or any prospectus supplement or post-effective
amendment has been filed, and when a registration statement or any
post-effective amendment has become effective (notification of such
effectiveness shall be delivered to the Investor by email or facsimile on the
same day of such effectiveness and by overnight mail), (ii) of any request by
the SEC for amendments or supplements to any registration statement or related
prospectus or related information, and (iii) of the Company's reasonable
determination that a post-effective amendment to a registration statement would
be appropriate. 

f.     The Company shall use its reasonable best efforts to prevent
the issuance of any stop order or other suspension of effectiveness of any
registration statement, or the suspension of the qualification of any
Registrable Securities for sale in any jurisdiction and, if such an order or
suspension is issued, to obtain the withdrawal of such order or suspension at
the earliest possible moment and to notify the Investor of the issuance of such
order and the resolution thereof or its receipt of actual notice of the
initiation or threat of any proceeding for such purpose. 

g.     The Company shall (i) cause all the Registrable Securities
to be listed on each securities exchange on which securities of the same class
or series issued by the Company are then listed, if any, if the listing of such
Registrable Securities is then permitted under the rules of such exchange, or
(ii) secure designation and quotation of all the Registrable
Securities on the Principal Market. The Company shall pay all fees and expenses
in connection with satisfying its obligation under this Section. 

4





h.     The Company shall cooperate with the Investor to facilitate
the timely preparation and delivery of certificates (not bearing any restrictive
legend) representing the Registrable Securities to be offered pursuant to any
registration statement and enable such certificates to be in such denominations
or amounts as the Investor may reasonably request and registered in such names
as the Investor may request. 

i.     The Company shall at all times provide a transfer agent and
registrar with respect to its Common Stock. 

j.     If reasonably requested by the Investor, the Company shall
(i) immediately incorporate in a prospectus supplement or post-effective
amendment such information as the Investor believes should be included therein
relating to the sale and distribution of Registrable Securities, including,
without limitation, information with respect to the number of Registrable
Securities being sold, the purchase price being paid therefor and any other
terms of the offering of the Registrable Securities; (ii) make all required
filings of such prospectus supplement or post-effective amendment as soon as
practicable upon notification of the matters to be incorporated in such
prospectus supplement or post-effective amendment; and (iii) supplement or make
amendments to any registration statement. 

k.     The Company shall use its reasonable best efforts to cause
the Registrable Securities covered by any registration statement to be
registered with or approved by such other governmental agencies or authorities
as may be necessary to consummate the disposition of such Registrable
Securities. 

l.     Within one (1) Business Day after any registration statement
which includes the Registrable Securities is ordered effective by the SEC, the
Company shall deliver, and shall cause legal counsel for the Company to deliver,
to the transfer agent for such Registrable Securities (with copies to the
Investor) confirmation that such registration statement has been declared
effective by the SEC in the form attached hereto as Exhibit A.
Thereafter, if requested by the Buyer at any time, the Company shall require its
counsel to deliver to the Buyer a written confirmation whether or not the
effectiveness of such registration statement has lapsed at any time for any
reason (including, without limitation, the issuance of a stop order) and whether
or not the registration statement is current and available to the Buyer for sale
of all of the Registrable Securities. 

m.     The Company shall take all other reasonable actions
necessary to expedite and facilitate disposition by the Investor of Registrable
Securities pursuant to any registration statement. 

	 	4. 	
      OBLIGATIONS OF THE
INVESTOR.



a.     The Company shall notify the Investor in writing of the
information the Company reasonably requires from the Investor in connection with
any registration statement hereunder. The Investor shall furnish to the Company
such information regarding itself, the Registrable Securities held by it and the
intended method of disposition of the Registrable Securities held by it as shall
be reasonably required to effect the registration of such Registrable Securities
and shall execute such documents in connection with such registration as the
Company may reasonably request. 

b.     The Investor agrees to cooperate with the Company as
reasonably requested by the Company in connection with the preparation and
filing of any registration statement hereunder. 

5




c.     The Investor agrees that, upon receipt of any notice from
the Company of the happening of any event or existence of facts of the kind
described in Section 3(f) or the first sentence of 3(e), the
Investor will immediately discontinue disposition of Registrable Securities
pursuant to any registration statement(s) covering such Registrable Securities
until the Investor's receipt of the copies of the supplemented or amended
prospectus contemplated by Section 3(f) or the first sentence of
3(e). Notwithstanding anything to the contrary, the Company shall cause
its transfer agent to promptly deliver shares of Common Stock without any
restrictive legend in accordance with the terms of the Purchase Agreement in
connection with any sale of Registrable Securities with respect to which an
Investor has entered into a contract for sale prior to the Investor's receipt of
a notice from the Company of the happening of any event of the kind described in
Section 3(f) or the first sentence of Section 3(e) and for which
the Investor has not yet settled. 

	 	5. 	
      EXPENSES OF REGISTRATION.



All reasonable expenses, other than sales or brokerage
commissions, incurred in connection with registrations, filings or
qualifications pursuant to Sections 2 and 3, including, without
limitation, all registration, listing and qualifications fees, printers and
accounting fees, and fees and disbursements of counsel for the Company, shall be
paid by the Company. 

	 	6. 	
      INDEMNIFICATION.



a.     To the fullest extent permitted by law, the Company will,
and hereby does, indemnify, hold harmless and defend the Investor, each Person,
if any, who controls the Investor, the members, the directors, officers,
partners, employees, agents, representatives of the Investor and each Person, if
any, who controls the Investor within the meaning of the Securities Act or the
Securities Exchange Act of 1934, as amended (the “Exchange Act”) (each,
an “Indemnified Person”), against any losses, claims, damages,
liabilities, judgments, fines, penalties, charges, costs, attorneys' fees,
amounts paid in settlement or expenses, joint or several, (collectively,
“Claims”) incurred in investigating, preparing or defending any action,
claim, suit, inquiry, proceeding, investigation or appeal taken from the
foregoing by or before any court or governmental, administrative or other
regulatory agency, body or the SEC, whether pending or threatened, whether or
not an indemnified party is or may be a party thereto (“Indemnified
Damages”), to which any of them may become subject insofar as such Claims
(or actions or proceedings, whether commenced or threatened, in respect thereof)
arise out of or are based upon: (i) any untrue statement or alleged untrue
statement of a material fact in the Registration Statement, any New Registration
Statement or any post-effective amendment thereto or in any filing made in
connection with the qualification of the offering under the securities or other
“blue sky” laws of any jurisdiction in which Registrable Securities are offered
(“Blue Sky Filing”), or the omission or alleged omission to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading, (ii) any untrue statement or alleged untrue statement of
a material fact contained in the final prospectus (as amended or supplemented,
if the Company files any amendment thereof or supplement thereto with the SEC)
or the omission or alleged omission to state therein any material fact necessary
to make the statements made therein, in light of the circumstances under which
the statements therein were made, not misleading, (iii) any violation or alleged
violation by the Company of the Securities Act, the Exchange Act, any other law,
including, without limitation, any state securities law, or any rule or
regulation thereunder relating to the offer or sale of the Registrable
Securities pursuant to the Registration Statement or any New Registration
Statement or (iv) any material violation by the Company of this Agreement (the
matters in the foregoing clauses (i) through (iv) being, collectively,
“Violations”). The Company shall reimburse each Indemnified Person
promptly as such expenses are incurred and are due and payable, for any
reasonable legal fees or other reasonable expenses incurred by them in
connection with investigating or defending any such Claim. Notwithstanding
anything to the contrary contained herein, the indemnification agreement
contained in this Section 6(a): (i) shall not apply to a Claim by an
Indemnified Person arising out of or based upon a Violation which occurs in
reliance upon and in conformity with information about the Investor furnished in
writing to the Company by such Indemnified Person expressly for use in
connection with the preparation of the Registration Statement, any New
Registration Statement or any such amendment thereof or supplement thereto, if
such prospectus was timely made available by the Company pursuant to Section
3(c) or Section 3(e); (ii) with respect to any superseded prospectus,
shall not inure to the benefit of any such person from whom the person asserting
any such Claim purchased the Registrable Securities that are the subject thereof
(or to the benefit of any person controlling such person) if the untrue
statement or omission of material fact contained in the superseded prospectus
was corrected in the revised prospectus, as then amended or supplemented, if
such revised prospectus was timely made available by the Company pursuant to Section 3(c) or Section 3(e), and the Indemnified Person was
promptly advised in writing not to use the incorrect prospectus prior to the use
giving rise to a violation and such Indemnified Person, notwithstanding such
advice, used it; (iii) shall not be available to the extent such Claim is based
on a failure of the Investor to deliver or to cause to be delivered the
prospectus made available by the Company, if such prospectus was timely made
available by the Company pursuant to Section 3(c) or Section 3(e);
and (iv) shall not apply to amounts paid in settlement of any Claim if such
settlement is effected without the prior written consent of the Company, which
consent shall not be unreasonably withheld. Such indemnity shall remain in full
force and effect regardless of any investigation made by or on behalf of the
Indemnified Person and shall survive the transfer of the Registrable Securities
by the Investor pursuant to Section 9. 

6





b.     In connection with the Registration Statement or any New
Registration Statement, the Investor agrees to indemnify, hold harmless and
defend, to the same extent and in the same manner as is set forth in Section
6(a), the Company, each of its directors, each of its officers who signs the
Registration Statement or any New Registration Statement, each Person, if any,
who controls the Company within the meaning of the Securities Act or the
Exchange Act (collectively and together with an Indemnified Person, an
“Indemnified Party”), against any Claim or Indemnified Damages to which
any of them may become subject, under the Securities Act, the Exchange Act or
otherwise, insofar as such Claim or Indemnified Damages arise out of or are
based upon any Violation, in each case to the extent, and only to the extent,
that such Violation occurs in reliance upon and in conformity with written
information about the Investor and furnished to the Company by the Investor
expressly for use in connection with such registration statement; and, subject
to Section 6(d), the Investor will reimburse any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such Claim; provided, however, that the indemnity agreement contained in this
Section 6(b) and the agreement with respect to contribution contained in
Section 7 shall not apply to amounts paid in settlement of any Claim if
such settlement is effected without the prior written consent of the Investor,
which consent shall not be unreasonably withheld; provided, further, however,
that the Investor shall be liable under this Section 6(b) for only that
amount of a Claim or Indemnified Damages as does not exceed the net proceeds to
the Investor as a result of the sale of Registrable Securities pursuant to such
registration statement. Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of such Indemnified Party
and shall survive the transfer of the Registrable Securities by the Investor
pursuant to Section 9.

c.     Promptly after receipt by an Indemnified Person or
Indemnified Party under this Section 6 of notice of the commencement of
any action or proceeding (including any governmental action or proceeding)
involving a Claim, such Indemnified Person or Indemnified Party shall, if a
Claim in respect thereof is to be made against any indemnifying party under this
Section 6, deliver to the indemnifying party a written notice of the
commencement thereof, and the indemnifying party shall have the right to
participate in, and, to the extent the indemnifying party so desires, jointly
with any other indemnifying party similarly noticed, to assume control of the
defense thereof with counsel mutually satisfactory to the indemnifying party and
the Indemnified Person or the Indemnified Party, as the case may be; provided,
however, that an Indemnified Person or Indemnified Party shall have the right to
retain its own counsel with the fees and expenses to be paid by the
indemnifying party, if, in the reasonable opinion of counsel retained by the
indemnifying party, the representation by such counsel of the Indemnified Person
or Indemnified Party and the indemnifying party would be inappropriate due to
actual or potential differing interests between such Indemnified Person or
Indemnified Party and any other party represented by such counsel in such
proceeding. The Indemnified Party or Indemnified Person shall cooperate fully
with the indemnifying party in connection with any negotiation or defense of any
such action or claim by the indemnifying party and shall furnish to the
indemnifying party all information reasonably available to the Indemnified Party
or Indemnified Person which relates to such action or claim. The indemnifying
party shall keep the Indemnified Party or Indemnified Person fully apprised at
all times as to the status of the defense or any settlement negotiations with
respect thereto. No indemnifying party shall be liable for any settlement of any
action, claim or proceeding effected without its written consent, provided,
however, that the indemnifying party shall not unreasonably withhold, delay or
condition its consent. No indemnifying party shall, without the consent of the
Indemnified Party or Indemnified Person, consent to entry of any judgment or
enter into any settlement or other compromise which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
Indemnified Party or Indemnified Person of a release from all liability in
respect to such claim or litigation. Following indemnification as provided for
hereunder, the indemnifying party shall be subrogated to all rights of the
Indemnified Party or Indemnified Person with respect to all third parties, firms
or corporations relating to the matter for which indemnification has been made.
The failure to deliver written notice to the indemnifying party within a
reasonable time of the commencement of any such action shall not relieve such
indemnifying party of any liability to the Indemnified Person or Indemnified
Party under this Section 6, except to the extent that the indemnifying
party is prejudiced in its ability to defend such action. 

7





d.     The indemnification required by this Section 6 shall
be made by periodic payments of the amount thereof during the course of the
investigation or defense, as and when bills are received or Indemnified Damages
are incurred. 

e.     The indemnity agreements contained herein shall be in
addition to (i) any cause of action or similar right of the Indemnified Party or
Indemnified Person against the indemnifying party or others, and (ii) any
liabilities the indemnifying party may be subject to pursuant to the law. 

	 	7. 	
      CONTRIBUTION.



To the extent any indemnification by an indemnifying party is
prohibited or limited by law, the indemnifying party agrees to make the maximum
contribution with respect to any amounts for which it would otherwise be liable
under Section 6 to the fullest extent permitted by law; provided,
however, that: (i) no seller of Registrable Securities guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any seller of Registrable Securities who
was not guilty of fraudulent misrepresentation; and (ii) contribution by any
seller of Registrable Securities shall be limited in amount to the net amount of
proceeds received by such seller from the sale of such Registrable Securities.


	 	8. 	
      REPORTS AND DISCLOSURE UNDER THE SECURITIES
      ACTS.



With a view to making available to the Investor the benefits of
Rule 144 promulgated under the Securities Act or any other similar rule or
regulation of the SEC that may at any time permit the Investor to sell
securities of the Company to the public without registration (“Rule
144”), the Company agrees, at the Company’s sole expense, to: 

8




a.     make and keep public information available, as those terms
are understood and defined in Rule 144; 

b    . file with the SEC in a timely manner all reports and other
documents required of the Company under the Securities Act and the Exchange Act
so long as the Company remains subject to such requirements and the filing of
such reports and other documents is required for the applicable provisions of
Rule 144; 

c.     furnish to the Investor so long as the Investor owns
Registrable Securities, promptly upon request, (i) a written statement by the
Company that it has complied with the reporting and or disclosure provisions of
Rule 144, the Securities Act and the Exchange Act, (ii) a copy of the most
recent annual or quarterly report of the Company and such other reports and
documents so filed by the Company, and (iii) such other information as may be
reasonably requested to permit the Investor to sell such securities pursuant to
Rule 144 without registration; and 

d.     take such additional action as is requested by the Investor
to enable the Investor to sell the Registrable Securities pursuant to Rule 144,
including, without limitation, delivering all such legal opinions, consents,
certificates, resolutions and instructions to the Company’s Transfer Agent as
may be requested from time to time by the Investor and otherwise fully cooperate
with Investor and Investor’s broker to effect such sale of securities pursuant
to Rule 144. 

The Company agrees that damages may be an inadequate remedy for
any breach of the terms and provisions of this Section 8 and that
Investor shall, whether or not it is pursuing any remedies at law, be entitled
to equitable relief in the form of a preliminary or permanent injunctions,
without having to post any bond or other security, upon any breach or threatened
breach of any such terms or provisions. 

	 	9. 	
      ASSIGNMENT OF REGISTRATION
  RIGHTS.



The Company shall not assign this Agreement or any rights or
obligations hereunder without the prior written consent of the Investor. The
Investor may not assign its rights under this Agreement without the written
consent of the Company, other than to an affiliate of the Investor controlled by
Jonathan Cope or Josh Scheinfeld. 

	 	10. 	
      AMENDMENT OF REGISTRATION
RIGHTS.



No provision of this Agreement may be amended or waived by the
parties from and after the date that is one Business Day immediately preceding
the initial filing of the Registration Statement with the SEC. Subject to the
immediately preceding sentence, no provision of this Agreement may be (i)
amended other than by a written instrument signed by both parties hereto or (ii)
waived other than in a written instrument signed by the party against whom
enforcement of such waiver is sought. Failure of any party to exercise any right
or remedy under this Agreement or otherwise, or delay by a party in exercising
such right or remedy, shall not operate as a waiver thereof. 

	 	11. 	
      MISCELLANEOUS.



a.     A Person is deemed to be a holder of Registrable Securities
whenever such Person owns or is deemed to own of record such Registrable
Securities. If the Company receives conflicting instructions, notices or
elections from two or more Persons with respect to the same Registrable
Securities, the Company shall act upon the basis of instructions, notice or
election received from the registered owner of such Registrable Securities. 

9




b.     Any notices, consents, waivers or other communications
required or permitted to be given under the terms of this Agreement must be in
writing and will be deemed to have been delivered: (i) upon receipt, when
delivered personally; (ii) upon receipt, when sent by facsimile or email
(provided confirmation of transmission is mechanically or electronically
generated and kept on file by the sending party); or (iii) one (1) Business Day
after deposit with a nationally recognized overnight delivery service, in each
case properly addressed to the party to receive the same. The addresses for such
communications shall be: 

If to the Company: 

	 	Anavex Life Sciences Corp. 
	 	51 West 52nd Street, 7th Floor 
	 	New York, New York 10019 
	 	Telephone: 	(844) 689-3939 
	 	Facsimile: 	(___) _____ - ________ 
	 	E-mail: 	cmissling@anavexcorp.com 
	 	Attention: 	Christopher Missling, PhD., CEO 
	 	  	  
	 	With a copy to (which shall not
      constitute notice or service of process): 
	 	K&L Gates LLP 
	 	200 S. Biscayne Blvd., Ste. 3900
  
	 	Miami, Florida 33131 
	 	Telephone: 	(305) 539.3306 
	 	Facsimile: 	(305) 358.7095 
	 	E-mail: 	clayton.parker@klgates.com 
	 	Attention: 	Clayton E. Parker, Esq. 


If to the Investor: 

	 	Lincoln Park Capital Fund, LLC 
	 	440 North Wells, Suite 410 
	 	Chicago, Illinois 60654 
	 	Telephone: 	312-822-9300 
	 	Facsimile: 	312-822-9301 
	 	E-mail: 	jscheinfeld@lpcfunds.com/jcope@lpcfunds.com
  
	 	Attention: 	Josh Scheinfeld/Jonathan Cope



or at such other address and/or facsimile number and/or to the
attention of such other person as the recipient party has specified by written
notice given to each other party three (3) Business Days prior to the
effectiveness of such change. Written confirmation of receipt (A) given by the
recipient of such notice, consent, waiver or other communication, (B)
mechanically or electronically generated by the sender's facsimile machine or
email account containing the time, date, recipient facsimile number or email
address, as applicable, and an image of the first page of such transmission or
(C) provided by a nationally recognized overnight delivery service, shall be
rebuttable evidence of personal service, receipt by facsimile or receipt from a
nationally recognized overnight delivery service in accordance with clause (i),
(ii) or (iii) above, respectively. 

c.     The corporate laws of the State of Nevada shall govern all
issues concerning the relative rights of the Company and its stockholders. All
other questions concerning the construction, validity, enforcement and
interpretation of this Agreement shall be governed by the internal laws of the
State of Illinois, without giving effect to any choice of law or conflict of law
provision or rule (whether of the State of Illinois or any other jurisdictions)
that would cause the application of the laws of any jurisdictions other than the State of Illinois. Each party
hereby irrevocably submits to the exclusive jurisdiction of the state and
federal courts sitting the State of Illinois, County of Cook, for the
adjudication of any dispute hereunder or in connection herewith or with any
transaction contemplated hereby or discussed herein, and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim
that it is not personally subject to the jurisdiction of any such court, that
such suit, action or proceeding is brought in an inconvenient forum or that the
venue of such suit, action or proceeding is improper. Each party hereby
irrevocably waives personal service of process and consents to process being
served in any such suit, action or proceeding by mailing a copy thereof to such
party at the address for such notices to it under this Agreement and agrees that
such service shall constitute good and sufficient service of process and notice
thereof. Nothing contained herein shall be deemed to limit in any way any right
to serve process in any manner permitted by law. If any provision of this
Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity
or unenforceability shall not affect the validity or enforceability of the
remainder of this Agreement in that jurisdiction or the validity or
enforceability of any provision of this Agreement in any other jurisdiction.
  EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO
REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN
CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION
CONTEMPLATED HEREBY. 

10





d.     This Agreement and the Purchase Agreement constitute the
entire agreement among the parties hereto with respect to the subject matter
hereof and thereof. There are no restrictions, promises, warranties or
undertakings, other than those set forth or referred to herein and therein. This
Agreement and the Purchase Agreement supersede all prior agreements and
understandings among the parties hereto with respect to the subject matter
hereof and thereof. 

e.     Subject to the requirements of Section 9, this
Agreement shall inure to the benefit of and be binding upon the successors and
permitted assigns of each of the parties hereto. 

f.     The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof. 

g.     This Agreement may be executed in identical counterparts,
each of which shall be deemed an original but all of which shall constitute one
and the same agreement. This Agreement, once executed by a party, may be
delivered to the other party hereto by facsimile transmission or by e-mail in a
“.pdf” format data file of a copy of this Agreement bearing the signature of the
party so delivering this Agreement. 

h.     Each party shall do and perform, or cause to be done and
performed, all such further acts and things, and shall execute and deliver all
such other agreements, certificates, instruments and documents, as the other
party may reasonably request in order to carry out the intent and accomplish the
purposes of this Agreement and the consummation of the transactions contemplated
hereby. 

i.     The language used in this Agreement will be deemed to be the
language chosen by the parties to express their mutual intent and no rules of
strict construction will be applied against any party. 

j.     This Agreement is intended for the benefit of the parties
hereto and their respective successors and permitted assigns, and is not for the
benefit of, nor may any provision hereof be enforced by, any other Person. 

*    *    *  
 *    *    * 

11




IN WITNESS WHEREOF, the parties have caused this
Registration Rights Agreement to be duly executed as of day and year first above
written. 

	 	THE COMPANY: 
	 	  
	 	ANAVEX LIFE SCIENCES CORP. 
	 	  
	 	By: /s/ Christopher Missling
	 	Name: Christopher Missling, PhD. 
	 	Title: Chief Executive Officer 
	 	  
	 	  
	 	BUYER: 
	 	  
	 	LINCOLN PARK CAPITAL FUND, LLC 
	 	BY: LINCOLN PARK CAPITAL, LLC 
	 	BY: ROCKLEDGE CAPITAL CORPORATION 
	 	  
	 	By: /s/ Josh Scheinfeld 
	 	Name: Josh Scheinfeld 
	 	Title: President 


12




EXHIBIT A 

TO REGISTRATION RIGHTS AGREEMENT 

FORM OF NOTICE OF EFFECTIVENESS 
OF REGISTRATION
STATEMENT 

[Date] 

[TRANSFER AGENT]

_________________
_________________

Re: [__________] 

Ladies and Gentlemen: 

We are counsel to ANAVEX LIFE SCIENCES CORP., a Nevada
corporation (the “Company”), and have represented the Company in
connection with that certain Purchase Agreement, dated as of
[___________________], 2015 (the “Purchase Agreement”), entered into by
and between the Company and Lincoln Park Capital Fund, LLC (the “Buyer”)
pursuant to which the Company has agreed to issue to the Buyer shares of the
Company's Common Stock, $0.001 par value (the “Common Stock”), in an
amount up to Fifty Million Dollars ($50,000,000) (the “Purchase Shares”),
in accordance with the terms of the Purchase Agreement. In connection with the
transactions contemplated by the Purchase Agreement, the Company has
registered with the U.S. Securities & Exchange Commission the following
shares of Common Stock: 

	 	(1) 	
      __________ shares of Common Stock to be issued to the
      Buyer upon purchase from the Company by the Buyer from time to time (the
      “Purchase Shares”).

	 	 	 
	 	(2) 	
      179,598 shares of Common Stock that have been issued to
      the Buyer as a commitment fee (the “Commitment Shares”).

	 	 	 
	 	(3) 	
      89,799 shares of Common Stock to be issued in connection
      with each purchase of Purchase Shares as a commitment fee (the
      “Additional Commitment Shares”).



Pursuant to the Purchase Agreement, the Company also has
entered into a Registration Rights Agreement, dated as of [________________],
2015 with the Buyer (the “Registration Rights Agreement”) pursuant to
which the Company agreed, among other things, to register the Purchase Shares
and the Commitment Shares under the Securities Act of 1933, as amended (the
“Securities Act”). In connection with the Company's obligations under the
Purchase Agreement and the Registration Rights Agreement, on [_____________],
2015, the Company filed a Registration Statement (File No. 333-[_________]) (the
“Registration Statement”) with the Securities and Exchange Commission
(the “SEC”) relating to the resale of the Purchase Shares the Commitment
Shares and the Additional Commitment Shares. 

 




In connection with the foregoing, we advise you that a member
of the SEC's staff has advised us by telephone that the SEC has entered an order
declaring the Registration Statement effective under the Securities Act at
[_____] [A.M./P.M.] on [__________], 201[__] and we have no knowledge, after
telephonic inquiry of a member of the SEC's staff, that any stop order
suspending its effectiveness has been issued or that any proceedings for that
purpose are pending before, or threatened by, the SEC and the Purchase Shares
and the Commitment Shares are available for resale under the Securities Act
pursuant to the Registration Statement and may be issued without any
restrictive legend.

	 	Very truly yours, 
	 	[Company Counsel] 
	 	  
	 	  
	 	By:____________________




	cc: 	Lincoln Park Capital Fund, LLC