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





Exhibit 10.1 


PURCHASE AGREEMENT 

THIS PURCHASE AGREEMENT (the “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 (the
“Investor”).

WHEREAS:

Subject to the terms and conditions set forth in this
Agreement, the Company wishes to sell to the Investor, and the Investor wishes
to buy from the Company, up to Fifty Million Dollars ($50,000,000) of the
Company’s common stock, $0.001 par value per share (the “Common Stock”).
The shares of Common Stock to be purchased hereunder are referred to herein as
the “Purchase Shares.” 

NOW THEREFORE, in consideration of the mutual covenants
contained in this Agreement, and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the Company and the
Investor hereby agree as follows: 

	1. 	
      CERTAIN DEFINITIONS.



For purposes of this Agreement, the following terms shall have
the following meanings: 

(a)       “Accelerated Purchase Share
Amount” means, with respect to any Accelerated Purchase made pursuant to
Section 2(b) hereof, the number of Purchase Shares directed by the
Company to be purchased by the Investor on an Accelerated Purchase Notice, which
number of Purchase Shares shall not exceed the lesser of (i) 200% of the number
of Purchase Shares to be purchased by the Investor pursuant to the corresponding
Regular Purchase Notice for the corresponding Regular Purchase referred to in
Section 2(b) hereof (subject to the Purchase Share limitations
contained in Section 2(a) hereof) and (ii) the Accelerated
Purchase Share Percentage multiplied by the trading volume of the Common Stock
on the Principal Market during normal trading hours on the Accelerated Purchase
Date. 

(b)       “Accelerated Purchase Date”
means, with respect to any Accelerated Purchase made pursuant to Section
2(b) hereof, the Business Day immediately following the applicable
Purchase Date with respect to the corresponding Regular Purchase referred to in
Section 2(b) hereof. 

(c)       “Accelerated Purchase Notice”
means, with respect to any Accelerated Purchase made pursuant to Section
2(b) hereof, an irrevocable written notice from the Company to the
Investor directing the Investor to buy a specified Accelerated Purchase Share
Amount on the applicable Accelerated Purchase Date pursuant to Section
2(b) hereof at the applicable Accelerated Purchase Price. 

(d)       “Accelerated Purchase Share
Percentage” means, with respect to any Accelerated Purchase made pursuant to
Section 2(b) hereof, thirty percent (30%). 

(e)       “Accelerated Purchase Price”
means, with respect to any particular Accelerated Purchase made pursuant to
Section 2(b) hereof, the lower of (i) ninety-six percent (96%) of the
VWAP during (A) the entire trading day on the Accelerated Purchase Date, if the
volume of shares of Common Stock traded on the Principal Market on the
Accelerated Purchase Date has not exceeded the Accelerated Purchase Share Volume
Maximum, or (B) the portion of the trading day of the Accelerated Purchase Date
(calculated starting at the beginning of normal trading hours) until such time
at which the volume of shares of Common Stock traded on the Principal Market has
exceeded the Accelerated Purchase Share Volume Maximum or (ii) the Closing Sale
Price on the Accelerated Purchase Date (to be appropriately adjusted for any reorganization, recapitalization, non-cash
dividend, stock split, reverse stock split or other similar transaction). 




(f)       “Accelerated Purchase Share Volume
Maximum” means a certain number of shares of Common Stock traded on the
Principal Market during normal trading hours on the Accelerated Purchase Date
equal to (i) the amount of shares of Common Stock properly directed by the
Company to be purchased on the Accelerated Purchase Notice, divided by (ii) the
Accelerated Purchase Share Percentage (to be appropriately adjusted for any
reorganization, recapitalization, non-cash dividend, stock split, reverse stock
split or other similar transaction). 

(g)       “Available Amount” means,
initially, Fifty Million Dollars ($50,000,000) in the aggregate, which amount
shall be reduced by the Purchase Amount each time the Investor purchases shares
of Common Stock pursuant to Section 2 hereof. 

(h)       “Bankruptcy Law” means Title 11,
U.S. Code, or any similar federal or state law for the relief of debtors. 

(i)       “Business Day” means any day on
which the Principal Market is open for trading, including any day on which the
Principal Market is open for trading for a period of time less than the
customary time.

(j)       “Closing Sale Price” means, for
any security as of any date, the last closing sale price for such security on
the Principal Market as reported by the Principal Market.

(k)       “Confidential Information” means
any information disclosed by either party to the other party, either directly or
indirectly, in writing, orally or by inspection of tangible objects (including,
without limitation, documents, prototypes, samples, plant and equipment), which
is designated as “Confidential,” “Proprietary” or some similar designation.
Information communicated orally shall be considered Confidential Information if
such information is confirmed in writing as being Confidential Information
within ten (10) Business Days after the initial disclosure. Confidential
Information may also include information disclosed to a disclosing party by
third parties. Confidential Information shall not, however, include any
information which (i) was publicly known and made generally available in the
public domain prior to the time of disclosure by the disclosing party; (ii)
becomes publicly known and made generally available after disclosure by the
disclosing party to the receiving party through no action or inaction of the
receiving party; (iii) is already in the possession of the receiving party at
the time of disclosure by the disclosing party as shown by the receiving party’s
files and records immediately prior to the time of disclosure; (iv) is obtained
by the receiving party from a third party without a breach of such third party’s
obligations of confidentiality; (v) is independently developed by the receiving
party without use of or reference to the disclosing party’s Confidential
Information, as shown by documents and other competent evidence in the receiving
party’s possession; or (vi) is required by law to be disclosed by the receiving
party, provided that the receiving party gives the disclosing party prompt
written notice of such requirement prior to such disclosure and assistance in
obtaining an order protecting the information from public disclosure.

(l)       “Custodian” means any receiver,
trustee, assignee, liquidator or similar official under any Bankruptcy Law.

(m)       “DTC” means The Depository Trust
Company, or any successor performing substantially the same function for the
Company. 

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(n)       “DWAC Shares” means shares of
Common Stock that are (i) issued in electronic form, (ii) freely tradable and
transferable and without restriction on resale and (iii) timely credited by the
Company to the Investor’s or its designee’s specified Deposit/Withdrawal at
Custodian (DWAC) account with DTC under its Fast Automated Securities Transfer
(FAST) Program, or any similar program hereafter adopted by DTC performing
substantially the same function.

(o)       “Exchange Act” means the
Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder. 

(p)       “Material Adverse Effect” means
any material adverse effect on (i) the enforceability of any Transaction
Document, (ii) the results of operations, assets, business or financial
condition of the Company and its Subsidiaries, taken as a whole, other than any
material adverse effect that resulted exclusively from (A) any change in the
United States or foreign economies or securities or financial markets in general
that does not have a disproportionate effect on the Company and its
Subsidiaries, taken as a whole, (B) any change that generally affects the
industry in which the Company and its Subsidiaries operate that does not have a
disproportionate effect on the Company and its Subsidiaries, taken as a whole,
(C) any change arising in connection with earthquakes, hostilities, acts of war,
sabotage or terrorism or military actions or any escalation or material
worsening of any such hostilities, acts of war, sabotage or terrorism or
military actions existing as of the date hereof, (D) any action taken by the
Investor, its affiliates or its or their successors and assigns with respect to
the transactions contemplated by this Agreement, (E) the effect of any change in
applicable laws or accounting rules that does not have a disproportionate effect
on the Company and its Subsidiaries, taken as a whole, or (F) any change
resulting from compliance with terms of this Agreement or the consummation of
the transactions contemplated by this Agreement, or (iii) the Company’s ability
to perform in any material respect on a timely basis its obligations under any
Transaction Document to be performed as of the date of determination. 

(q)       “Maturity Date” means the first
day of the month immediately following the thirty-six (36) month anniversary of
the Commencement Date. 

(r)       “PEA Period” means the period
commencing at 9:30 a.m., Eastern time, on the twentieth (20th) Business Day
immediately prior to the filing of any post-effective amendment to the
Registration Statement (as defined herein) or New Registration Statement (as
such term is defined in the Registration Rights Agreement), and ending at 9:30
a.m., Eastern time, on the Business Day immediately following, the effective
date of any post-effective amendment to the Registration Statement (as defined
herein) or New Registration Statement (as such term is defined in the
Registration Rights Agreement). 

(s)       “Person” means an individual or
entity including but not limited to any limited liability company, a
partnership, a joint venture, a corporation, a trust, an unincorporated
organization and a government or any department or agency thereof.

(t)       “Principal Market” means the
OTCQB operated by the OTC Markets Group, Inc. (or any nationally recognized
successor thereto); provided, however, that in the event the Company’s Common
Stock is ever listed or traded on The NASDAQ Capital Market, The NASDAQ Global
Market, The NASDAQ Global Select Market, the New York Stock Exchange, the NYSE
MKT, the NYSE Arca, the OTC Bulletin Board or the OTCQX operated by the OTC
Markets Group, Inc. (or any nationally recognized successor to any of the
foregoing), then the “Principal Market” shall mean such other market or exchange
on which the Company’s Common Stock is then listed or traded. 

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(u)       “Purchase Amount” means, with
respect to any Regular Purchase or any Accelerated Purchase made hereunder, the
portion of the Available Amount to be purchased by the Investor pursuant to
Section 2 hereof.

(v)       “Purchase Date” means, with
respect to any Regular Purchase made pursuant to Section
2(a) hereof, the Business Day on which the Investor receives by
7:00 p.m., Eastern time, of such Business Day a valid Regular Purchase Notice
that the Investor is to buy Purchase Shares pursuant to Section
2(a) hereof.

(w)       “Purchase Price” means, with
respect to any Regular Purchase made pursuant to Section
2(a) hereof, the lower of: (i) the lowest Sale Price on the
applicable Purchase Date and (ii) the arithmetic average of the three (3) lowest
Closing Sale Prices for the Common Stock during the ten (10) consecutive
Business Days ending on the Business Day immediately preceding such Purchase
Date (in each case, to be appropriately adjusted for any reorganization,
recapitalization, non-cash dividend, stock split or other similar transaction
that occurs on or after the date of this Agreement).

(x)       “Regular Purchase Notice” means,
with respect to any Regular Purchase pursuant to Section 2(a)
hereof, an irrevocable written notice from the Company to the Investor directing
the Investor to buy such applicable amount of Purchase Shares at the applicable
Purchase Price as specified by the Company therein on the Purchase Date.

(y)       “Sale Price” means any trade
price for the shares of Common Stock on the Principal Market as reported by the
Principal Market.

(z)       “SEC” means the U.S. Securities
and Exchange Commission.

(aa)       “Securities” means,
collectively, the Purchase Shares and the Commitment Shares. 

(bb)       “Securities Act” means the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder. 

(cc)       “Subsidiary” means any Person
the Company wholly-owns or controls, or in which the Company, directly or
indirectly, owns a majority of the voting stock or similar voting interest, in
each case that would be disclosable pursuant to Item 601(b)(21) of Regulation
S-K promulgated under the Securities Act. 

(dd)       “Transaction Documents” means,
collectively, this Agreement and the schedules and exhibits hereto, the
Registration Rights Agreement and the schedules and exhibits thereto, and each
of the other agreements, documents, certificates and instruments entered into or
furnished by the parties hereto in connection with the transactions contemplated
hereby and thereby. 

(ee)       “Transfer Agent” means Nevada
Agency and Transfer Company, or such other Person who is then serving as the
transfer agent for the Company in respect of the Common Stock. 

(ee)       “VWAP” means in respect of an
applicable Accelerated Purchase Date, the volume weighted average price of the
Common Stock on the Principal Market, as reported on the Principal Market. 

	2. 	
      PURCHASE OF COMMON STOCK.



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Subject to the terms and conditions set forth in this
Agreement, the Company has the right to sell to the Investor, and the Investor
has the obligation to purchase from the Company, Purchase Shares as follows:


(a)       Commencement of Regular Sales of
Common Stock. Upon the satisfaction of the conditions set forth in
Sections 7 and 8 hereof (the “Commencement” and the date of
satisfaction of such conditions the “Commencement Date”) and thereafter,
the Company shall have the right, but not the obligation, to direct the
Investor, by its delivery to the Investor of a Regular Purchase Notice from time
to time, to purchase up to Fifty Thousand (50,000) Purchase Shares (each such
purchase a “Regular Purchase”), at the Purchase Price on the
Purchase Date; provided, however, that (i) the Regular Purchase
may be increased to up to Seventy-Five Thousand (75,000) Purchase Shares,
provided that the Closing Sale Price of the Common Stock is not below $7.00 on
the Purchase Date, (ii) the Regular Purchase may be increased to up to One
Hundred Thousand (100,000) Purchase Shares, provided that the Closing Sale Price
of the Common Stock is not below $9.00 on the Purchase Date, (iii) the Regular
Purchase may be increased to up to One Hundred Twenty-Five Thousand (125,000)
Purchase Shares, provided that the Closing Sale Price of the Common Stock is not
below $11.00 on the Purchase Date, and (iv) the Regular Purchase may be
increased to up to One Hundred Fifty Thousand (150,000) Purchase Shares,
provided that the Closing Sale Price of the Common Stock is not below $13.00 on
the Purchase Date (all of which share and dollar amounts shall be appropriately
adjusted for any reorganization, recapitalization, non-cash dividend, stock
split or other similar transaction); provided, further,
however, that the Investor’s committed obligation under any single
Regular Purchase shall not exceed Two Million Dollars ($2,000,000). If the
Company delivers any Regular Purchase Notice for a Purchase Amount in excess of
the limitations contained in the immediately preceding sentence, such Regular
Purchase Notice shall be void ab initio to the extent of the amount by
which the amount of Purchase Shares set forth in such Regular Purchase Notice
exceeds the amount of Purchase Shares which the Company is permitted to include
in such Purchase Notice in accordance herewith, and the Investor shall have no
obligation to purchase such excess Purchase Shares in respect of such Regular
Purchase Notice; provided that the Investor shall remain obligated to purchase
the amount of Purchase Shares which the Company is permitted to include in such
Regular Purchase Notice. The Company may deliver multiple Regular Purchase
Notices to the Investor so long as at least one (1) Business Day has passed
since the most recent Regular Purchase was completed. Notwithstanding the
foregoing, the Company shall not deliver any Regular Purchase Notices during the
PEA Period.

(b)       Accelerated Purchases. Subject to
the terms and conditions of this Agreement, in addition to purchases of Purchase
Shares as described in Section 2(a) above, the Company shall also
have the right, but not the obligation, to direct the Investor by the Company’s
delivery to the Investor of an Accelerated Purchase Notice from time to time,
and the Investor thereupon shall have the obligation, to buy Purchase Shares at
the Accelerated Purchase Price on the Accelerated Purchase Date in an amount
equal to the Accelerated Purchase Share Amount (each such purchase, an
“Accelerated Purchase”). The Company may deliver an Accelerated Purchase
Notice to the Investor only on a Purchase Date on which the Company also
properly submitted a Regular Purchase Notice for a Regular Purchase and the
Closing Sale Price is not below $3.00 (to be appropriately adjusted for any
reorganization, recapitalization, non-cash dividend, stock split or other
similar transaction). If the Company delivers any Accelerated Purchase Notice
for an Accelerated Purchase Share Amount in excess of the limitations contained
in the definition of Accelerated Purchase Share Amount, such Accelerated
Purchase Notice shall be void ab initio to the extent of the amount by
which the number of Purchase Shares set forth in such Accelerated Purchase
Notice exceeds the Accelerated Purchase Share Amount which the Company is
permitted to include in such Accelerated Purchase Notice in accordance herewith
(which shall be confirmed in an Accelerated Purchase Confirmation (defined
below)), and the Investor shall have no obligation to purchase such excess
Purchase Shares in respect of such Accelerated Purchase Notice; provided that
the Investor shall remain obligated to purchase the Accelerated Purchase Share
Amount which the Company is permitted to include in such Accelerated Purchase Notice. Upon completion of
each Accelerated Purchase Date, the Accelerated Purchase Share Amount and the
applicable Accelerated Purchase Price shall be set forth on a confirmation of
the Accelerated Purchase to be provided to the Company by the Investor (an
“Accelerated Purchase Confirmation”). 

5 




(c)       Payment for Purchase Shares. For
each Regular Purchase, the Investor shall pay to the Company an amount equal to
the Purchase Amount with respect to such Regular Purchase as full payment for
such Purchase Shares via wire transfer of immediately available funds on the
same Business Day that the Investor receives such Purchase Shares, if such
Purchase Shares are received by the Investor before 1:00 p.m., Eastern time, or,
if such Purchase Shares are received by the Investor after 1:00 p.m., Eastern
time, the next Business Day. For each Accelerated Purchase, the Investor shall
pay to the Company an amount equal to the Purchase Amount with respect to such
Accelerated Purchase as full payment for such Purchase Shares via wire transfer
of immediately available funds on the third Business Day following the date that
the Investor receives such Purchase Shares. The Company shall not issue any
fraction of a share of Common Stock upon any Regular Purchase or Accelerated
Purchase. If the issuance would result in the issuance of a fraction of a share
of Common Stock, the Company shall round such fraction of a share of Common
Stock up or down to the nearest whole share. All payments made under this
Agreement shall be made in lawful money of the United States of America or wire
transfer of immediately available funds to such account as the Company may from
time to time designate by written notice in accordance with the provisions of
this Agreement. Whenever any amount expressed to be due by the terms of this
Agreement is due on any day that is not a Business Day, the same shall instead
be due on the next succeeding day that is a Business Day.

(d)       Beneficial Ownership Limitation.
Notwithstanding anything to the contrary contained in this Agreement, the
Company shall not issue or sell, and the Investor shall not purchase or acquire,
any shares of Common Stock under this Agreement which, when aggregated with all
other shares of Common Stock then beneficially owned by the Investor and its
affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and Rule
13d-3 promulgated thereunder), would result in the beneficial ownership by the
Investor and its affiliates of more than 9.99% of the then issued and
outstanding shares of Common Stock (the “Beneficial Ownership
Limitation”). Upon the written or oral request of the Investor, the Company
shall promptly (but not later than 24 hours) confirm orally or in writing to the
Investor the number of shares of Common Stock then outstanding. The Investor and
the Company shall each cooperate in good faith in the determinations required
hereby and the application hereof. The Investor’s written certification to the
Company of the applicability of the Beneficial Ownership Limitation, and the
resulting effect thereof hereunder at any time, shall be conclusive with respect
to the applicability thereof and such result absent manifest error. 

(e)       Compliance with Principal Market
Rules. Notwithstanding anything in this Agreement to the contrary, the total
number of shares of Common Stock that may be issued under this Agreement,
including the Commitment Shares (as defined in Section 5(e) hereof), shall be
limited to 6,754,609 shares of Common Stock (the “Exchange Cap”), which
equals 19.99% of the Company’s outstanding shares of Common Stock as of the date
hereof, unless stockholder approval is obtained to issue more than such 19.99% .
The Exchange Cap shall be appropriately adjusted for any stock dividend, stock
split, reverse stock split or similar transaction. The foregoing limitation
shall not apply if stockholder approval has not been obtained and at any time
the Exchange Cap is reached and at all times thereafter the average price paid
for all shares of Common Stock issued under this Agreement is equal to or
greater than $8.94 (the “Minimum Price”), a price equal to the Closing
Sale Price on the date hereof (in such circumstance, for purposes of the
Principal Market (as such market is defined in Section 1(t) of this Agreement),
the transaction contemplated hereby would not be “below market” and the Exchange
Cap would not apply). Notwithstanding the foregoing, the Company shall not be
required or permitted to issue, and the Investor shall not be required to
purchase, any shares of Common Stock under this Agreement if such issuance would violate the rules or regulations of the Principal Market
(as such market is defined in Section 1(t) of this Agreement). 

6 





	3. 	
      INVESTOR’S REPRESENTATIONS AND
  WARRANTIES.



The Investor represents and warrants to the Company that as of
the date hereof and as of the Commencement Date: 

(a)       Investment Purpose. The Investor
is acquiring the Securities as principal for its own account and not with a view
to or for distributing or reselling such Securities or any part thereof in
violation of the Securities Act or any applicable state securities law, has no
present intention of distributing any of such Securities in violation of the
Securities Act or any applicable state securities law and has no direct or
indirect arrangement or understandings with any other Persons to distribute or
regarding the distribution of such Securities in violation of the Securities Act
or any applicable state securities law (this representation and warranty not
limiting the Investor’s right to sell the Securities at any time pursuant to the
Registration Statement described herein or otherwise in compliance with
applicable federal and state securities laws). The Investor is acquiring the
Securities hereunder in the ordinary course of its business. 

(b)       Accredited Investor Status. The
Investor is an “accredited investor” as that term is defined in Rule 501(a)(3)
of Regulation D promulgated under the Securities Act. 

(c)       Reliance on Exemptions. The
Investor understands that the Securities may be offered and sold to it in
reliance on specific exemptions from the registration requirements of United
States federal and state securities laws and that the Company is relying in part
upon the truth and accuracy of, and the Investor’s compliance with, the
representations, warranties, agreements, acknowledgments and understandings of
the Investor set forth herein in order to determine the availability of such
exemptions and the eligibility of the Investor to acquire the Securities. 

(d)       Information. The Investor
understands that its investment in the Securities involves a high degree of
risk. The Investor (i) is able to bear the economic risk of an investment in the
Securities including a total loss thereof, (ii) has such knowledge and
experience in financial and business matters that it is capable of evaluating
the merits and risks of the proposed investment in the Securities and (iii) has
had an opportunity to ask questions of and receive answers from the officers of
the Company concerning the financial condition and business of the Company and
others matters related to an investment in the Securities. Neither such
inquiries nor any other due diligence investigations conducted by the Investor
or its representatives shall modify, amend or affect the Investor’s right to
rely on the Company’s representations and warranties contained in Section
4 below. The Investor has sought such accounting, legal and tax advice as it
has considered necessary to make an informed investment decision with respect to
its acquisition of the Securities. 

(e)       No Governmental Review. The
Investor understands that no U.S. federal or state agency or any other
government or governmental agency has passed on or made any recommendation or
endorsement of the Securities or the fairness or suitability of an investment in
the Securities nor have such authorities passed upon or endorsed the merits of
the offering of the Securities. 

(f)       Transfer or Sale. The Investor
understands that (i) the Securities may not be offered for sale, sold, assigned
or transferred unless (A) registered pursuant to the Securities Act or (B) an
exemption exists permitting such Securities to be sold, assigned or transferred
without such registration; (ii) any sale of the Securities made in reliance on
Rule 144 may be made only in accordance with the terms of Rule 144 and further,
if Rule 144 is not applicable, any resale of the Securities under circumstances
in which the seller (or the Person through whom the sale is made) may be
deemed to be an underwriter (as that term is defined in the Securities Act) may
require compliance with some other exemption under the Securities Act or the
rules and regulations of the SEC thereunder. 

7 




(g)       Validity; Enforcement. This
Agreement has been duly and validly authorized, executed and delivered on behalf
of the Investor and is a valid and binding agreement of the Investor enforceable
against the Investor in accordance with its terms, subject as to enforceability
to general principles of equity and to applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation and other similar laws relating to, or
affecting generally, the enforcement of applicable creditors’ rights and
remedies.

(h)       Residency. The Investor is a
resident of the State of Illinois. 

(i)       No Short Selling. The Investor
represents and warrants to the Company that at no time prior to the date of this
Agreement has any of the Investor, its agents, representatives or affiliates
engaged in or effected, in any manner whatsoever, directly or indirectly, any
(i) “short sale” (as such term is defined in Rule 200 of Regulation SHO of the
Exchange Act) of the Common Stock or (ii) hedging transaction, which establishes
a net short position with respect to the Common Stock. 

	4. 	
      REPRESENTATIONS AND WARRANTIES OF THE
    COMPANY.



The Company represents and warrants to the Investor that as of
the date hereof and as of the Commencement Date: 

(a)      Organization and Qualification.
The Company and each of its Subsidiaries is an entity duly incorporated or
otherwise organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation or organization, with the requisite corporate
power and authority to own and use its properties and assets and to carry on its
business as currently conducted. Neither the Company nor any of its Subsidiaries
is in violation or default of any of the provisions of its respective
certificate or Articles of Incorporation, bylaws or other organizational or
charter documents. Each of the Company and its Subsidiaries is duly qualified to
conduct business and is in good standing as a foreign corporation or other
entity in each jurisdiction in which the nature of the business conducted or
property owned by it makes such qualification necessary, except where the
failure to be so qualified or in good standing, as the case may be, could not
have or reasonably be expected to result in a Material Adverse Effect and no
proceeding has been instituted in any such jurisdiction revoking, limiting or
curtailing or seeking to revoke, limit or curtail such power and authority or
qualification. The Company has no Subsidiaries except as set forth in
Schedule 4(a) hereof. 

(b)      Authorization; Enforcement;
Validity. (i) The Company has the requisite corporate power and authority to
enter into and perform its obligations under this Agreement and each of the
other Transaction Documents, and to issue the Securities in accordance with the
terms hereof and thereof, (ii) the execution and delivery of the Transaction
Documents by the Company and the consummation by it of the transactions
contemplated hereby and thereby, including without limitation, the issuance of
the Commitment Shares (as defined below in Section 5(e)) and the
reservation for issuance and the issuance of the Purchase Shares issuable under
this Agreement, have been duly authorized by the Company’s Board of Directors
and no further consent or authorization is required by the Company, its Board of
Directors or its stockholders, (iii) this Agreement has been, and each other
Transaction Document shall be on the Commencement Date, duly executed and
delivered by the Company and (iv) this Agreement constitutes, and each other
Transaction Document upon its execution on behalf of the Company, shall
constitute, the valid and binding obligations of the Company enforceable against
the Company in accordance with their terms, except as such enforceability may be
limited by general principles of equity or applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights
and remedies. The Board of Directors of the Company has approved the resolutions
(the “Signing Resolutions”) substantially in the form as set forth as Exhibit C attached hereto to authorize this Agreement and the
transactions contemplated hereby. The Signing Resolutions are valid, in full
force and effect and have not been modified or supplemented in any respect. The
Company has delivered to the Investor a true and correct copy of a unanimous
written consent adopting the Signing Resolutions executed by all of the members
of the Board of Directors of the Company. Except as set forth in this Agreement,
no other approvals or consents of the Company’s Board of Directors, any
authorized committee thereof, and/or stockholders is necessary under applicable
laws and the Company’s Certificate of Incorporation and/or Bylaws to authorize
the execution and delivery of this Agreement or any of the transactions
contemplated hereby, including, but not limited to, the issuance of the
Commitment Shares and the issuance of the Purchase Shares. 

8 




(c)       Capitalization. As of the date
hereof, the authorized capital stock of the Company is set forth in Schedule
4(c) hereof. Except as disclosed in the SEC Documents (as defined
below), (i) no shares of the Company’s capital stock are subject to preemptive
rights or any other similar rights or any liens or encumbrances suffered or
permitted by the Company, (ii) there are no outstanding debt securities, (iii)
there are no outstanding options, warrants, scrip, rights to subscribe to, calls
or commitments of any character whatsoever relating to, or securities or rights
convertible into, any shares of capital stock of the Company or any of its
Subsidiaries, or contracts, commitments, understandings or arrangements by which
the Company or any of its Subsidiaries is or may become bound to issue
additional shares of capital stock of the Company or any of its Subsidiaries or
options, warrants, scrip, rights to subscribe to, calls or commitments of any
character whatsoever relating to, or securities or rights convertible into, any
shares of capital stock of the Company or any of its Subsidiaries, (iv) there
are no agreements or arrangements under which the Company or any of its
Subsidiaries is obligated to register the sale of any of their securities under
the Securities Act (except the Registration Rights Agreement), (v) there are no
outstanding securities or instruments of the Company or any of its Subsidiaries
which contain any redemption or similar provisions, and there are no contracts,
commitments, understandings or arrangements by which the Company or any of its
Subsidiaries is or may become bound to redeem a security of the Company or any
of its Subsidiaries, (vi) there are no securities or instruments containing
anti-dilution or similar provisions that will be triggered by the issuance of
the Securities as described in this Agreement and (vii) the Company does not
have any stock appreciation rights or “phantom stock” plans or agreements or any
similar plan or agreement. The Company has furnished to the Investor true and
correct copies of the Company’s Articles of Incorporation, as amended and as in
effect on the date hereof (the “Articles of Incorporation”), and the
Company’s Bylaws, as amended and as in effect on the date hereof (the
“Bylaws”), and summaries of the terms of all securities convertible into
or exercisable for Common Stock, if any, and copies of any documents containing
the material rights of the holders thereof in respect thereto. 

(d)       Issuance of Securities. Upon
issuance and payment therefor in accordance with the terms and conditions of
this Agreement, the Purchase Shares shall be validly issued, fully paid and
nonassessable and free from all taxes, liens, charges, restrictions, rights of
first refusal and preemptive rights with respect to the issue thereof, with the
holders being entitled to all rights accorded to a holder of Common Stock.
10,000,000 shares of Common Stock have been duly authorized and reserved for
issuance upon purchase under this Agreement as Purchase Shares. 179,598 shares
of Common Stock (subject to equitable adjustment for any reorganization,
recapitalization, non-cash dividend, stock split or other similar transaction)
have been duly authorized and reserved for issuance as Initial Commitment Shares
(as defined below in Section 5(e)) in accordance with this Agreement. The
Initial Commitment Shares shall be validly issued, fully paid and nonassessable
and free from all taxes, liens, charges, restrictions, rights of first refusal
and preemptive rights with respect to the issue thereof, with the holders being
entitled to all rights accorded to a holder of Common Stock. 89,799 shares of
Common Stock (subject to equitable adjustment for any reorganization,
recapitalization, non-cash dividend, stock split or other similar transaction) have been duly authorized and
reserved for issuance as Additional Commitment Shares (as defined below in
Section 5(e)) in accordance with this Agreement. When issued in
accordance with this Agreement, the Additional Commitment Shares shall be
validly issued, fully paid and nonassessable and free from all taxes, liens,
charges, restrictions, rights of first refusal and preemptive rights with
respect to the issue thereof, with the holders being entitled to all rights
accorded to a holder of Common Stock. 

9 




(e)       No Conflicts. The execution,
delivery and performance of the Transaction Documents by the Company and the
consummation by the Company of the transactions contemplated hereby and thereby
(including, without limitation, the reservation for issuance and issuance of the
Purchase Shares and the Commitment Shares) will not (i) result in a violation of
the Articles of Incorporation, any Certificate of Designations,
Preferences and Rights of any outstanding series of preferred stock of the
Company or the Bylaws or (ii) conflict with, or constitute a default (or an
event which with notice or lapse of time or both would become a default) under,
or give to others any rights of termination, amendment, acceleration or
cancellation of, any agreement, indenture or instrument to which the Company or
any of its Subsidiaries is a party, or result in a violation of any law, rule,
regulation, order, judgment or decree (including federal and state securities
laws and regulations and the rules and regulations of the Principal Market
applicable to the Company or any of its Subsidiaries) or by which any property
or asset of the Company or any of its Subsidiaries is bound or affected, except
in the case of conflicts, defaults, terminations, amendments, accelerations,
cancellations and violations under clause (ii), which could not reasonably be
expected to result in a Material Adverse Effect. Neither the Company nor its
Subsidiaries is in violation of any term of or in default under its Articles
of Incorporation, any Certificate of Designation, preferences and rights of
any outstanding series of preferred stock of the Company or Bylaws or their
organizational charter or bylaws, respectively. Neither the Company nor any of
its Subsidiaries is in violation of any term of or is in default under any
material contract, agreement, mortgage, indebtedness, indenture, instrument,
judgment, decree or order or any statute, rule or regulation applicable to the
Company or its Subsidiaries, except for possible conflicts, defaults,
terminations or amendments that could not reasonably be expected to have a
Material Adverse Effect. The business of the Company and its Subsidiaries is not
being conducted, and shall not be conducted, in violation of any law, ordinance,
regulation of any governmental entity, except for possible violations, the
sanctions for which either individually or in the aggregate could not reasonably
be expected to have a Material Adverse Effect. Except as specifically
contemplated by this Agreement and as required under the Securities Act or
applicable state securities laws and the rules and regulations of the Principal
Market, the Company is not required to obtain any consent, authorization or
order of, or make any filing or registration with, any court or governmental
agency or any regulatory or self-regulatory agency in order for it to execute,
deliver or perform any of its obligations under or contemplated by the
Transaction Documents in accordance with the terms hereof or thereof. Except as
set forth elsewhere in this Agreement, all consents, authorizations, orders,
filings and registrations which the Company is required to obtain pursuant to
the preceding sentence shall be obtained or effected on or prior to the
Commencement Date. Since one year prior to the date hereof, the Company has not
received nor delivered any notices or correspondence from or to the Principal
Market. The Principal Market has not commenced any delisting proceedings against
the Company. 

(f)       SEC Documents; Financial
Statements. The Company has filed all reports, schedules, forms, statements
and other documents required to be filed by the Company under the Securities Act
and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for
the 24 months preceding the date hereof (or such shorter period as the Company
was required by law or regulation to file such material) (the foregoing
materials, including the exhibits thereto and documents incorporated by
reference therein, being collectively referred to herein as the “SEC
Documents”) on a timely basis or has received a valid extension of such time
of filing and has filed any such SEC Documents prior to the expiration of any
such extension. As of their respective dates, the SEC Documents complied in all
material respects with the requirements of the Securities Act and the Exchange
Act, as applicable. None of the SEC Documents, when filed, 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. The
financial statements of the Company included in the SEC Documents comply in all
material respects with applicable accounting requirements and the rules and
regulations of the SEC with respect thereto as in effect at the time of filing.
Such financial statements have been prepared in accordance with United States
generally accepted accounting principles applied on a consistent basis during
the periods involved (“GAAP”), except as may be otherwise specified in
such financial statements or the notes thereto and except that unaudited
financial statements may not contain all footnotes required by GAAP, and fairly
present in all material respects the financial position of the Company and its
consolidated Subsidiaries as of and for the dates thereof and the results of
operations and cash flows for the periods then ended, subject, in the case of
unaudited statements, to normal, immaterial, year-end audit adjustments. Except
as set forth in the SEC Documents, the Company has received no notices or
correspondence from the SEC for the one year preceding the date hereof. The SEC
has not commenced any enforcement proceedings against the Company or any of its
Subsidiaries. 

10 




(g)       Absence of Certain Changes.
Except as disclosed in the SEC Documents, since December 31, 2014, there has
been no material adverse change in the business, properties, operations,
financial condition or results of operations of the Company or its Subsidiaries.
The Company has not taken any steps, and does not currently expect to take any
steps, to seek protection pursuant to any Bankruptcy Law nor does the Company or
any of its Subsidiaries have any knowledge or reason to believe that its
creditors intend to initiate involuntary bankruptcy or insolvency
proceedings.

(h)       Absence of Litigation. There is
no action, suit, proceeding, inquiry or investigation before or by any court,
public board, government agency, self-regulatory organization or body pending
or, to the knowledge of the Company or any of its Subsidiaries, threatened
against or affecting the Company, the Common Stock or any of the Company’s or
its Subsidiaries’ officers or directors in their capacities as such, which could
reasonably be expected to have a Material Adverse Effect. 

(i)       Acknowledgment Regarding
Investor’s Status. The Company acknowledges and agrees that the
Investor is acting solely in the capacity of arm’s length purchaser with respect
to the Transaction Documents and the transactions contemplated hereby and
thereby. The Company further acknowledges that the Investor is not acting as a
financial advisor or fiduciary of the Company (or in any similar capacity) with
respect to the Transaction Documents and the transactions contemplated hereby
and thereby and any advice given by the Investor or any of its representatives
or agents in connection with the Transaction Documents and the transactions
contemplated hereby and thereby is merely incidental to the Investor’s purchase
of the Securities. The Company further represents to the Investor that the
Company’s decision to enter into the Transaction Documents has been based solely
on the independent evaluation by the Company and its representatives and
advisors. 

(j)       No General Solicitation; No
Integrated Offering. Neither the Company, nor any of its affiliates, nor any
Person acting on its or their behalf, has engaged in any form of general
solicitation or general advertising (within the meaning of Regulation D under
the Securities Act) in connection with the offer or sale of the Securities.
Neither the Company, nor or any of its affiliates, nor any Person acting on
their behalf has, directly or indirectly, made any offers or sales of any
security or solicited any offers to buy any security, under circumstances that
would require registration of the offer and sale of any of the Securities under
the Securities Act, whether through integration with prior offerings or
otherwise, or cause this offering of the Securities to be integrated with prior
offerings by the Company in a manner that would require stockholder approval
pursuant to the rules of the Principal Market on which any of the securities of the Company are listed or designated. The
issuance and sale of the Securities hereunder does not contravene the rules and
regulations of the Principal Market. 

11 




(k)       Intellectual Property Rights. The
Company and its Subsidiaries own or possess adequate rights or licenses to use
all material trademarks, trade names, service marks, service mark registrations,
service names, patents, patent rights, copyrights, inventions, licenses,
approvals, governmental authorizations, trade secrets and rights necessary to
conduct their respective businesses as now conducted. None of the Company’s
material trademarks, trade names, service marks, service mark registrations,
service names, patents, patent rights, copyrights, inventions, licenses,
approvals, government authorizations, trade secrets or other intellectual
property rights have expired or terminated, or, by the terms and conditions
thereof, could expire or terminate within two years from the date of this
Agreement. The Company and its Subsidiaries do not have any knowledge of any
infringement by the Company or its Subsidiaries of any material trademark, trade
name rights, patents, patent rights, copyrights, inventions, licenses, service
names, service marks, service mark registrations, trade secret or other similar
rights of others, or of any such development of similar or identical trade
secrets or technical information by others, and there is no claim, action or
proceeding being made or brought against, or to the Company’s knowledge, being
threatened against, the Company or its Subsidiaries regarding trademark, trade
name, patents, patent rights, invention, copyright, license, service names,
service marks, service mark registrations, trade secret or other infringement,
which could reasonably be expected to have a Material Adverse Effect. 

(l)       Environmental Laws. To the
Company’s knowledge, the Company and its Subsidiaries (i) are in compliance with
any and all applicable foreign, federal, state and local laws and regulations
relating to the protection of human health and safety, the environment or
hazardous or toxic substances or wastes, pollutants or contaminants
(“Environmental Laws”), (ii) have received all permits, licenses or other
approvals required of them under applicable Environmental Laws to conduct their
respective businesses and (iii) are in compliance with all terms and conditions
of any such permit, license or approval, except where, in each of the three
foregoing clauses, the failure to so comply could not reasonably be expected to
have, individually or in the aggregate, a Material Adverse Effect. 

(m)       Title. Except as disclosed in the
SEC Documents, the Company and its Subsidiaries have good and marketable title
in fee simple to all real property owned by them and good and marketable title
in all personal property owned by them that is material to the business of the
Company and its Subsidiaries, in each case free and clear of all liens,
encumbrances and defects (“Liens”) and, except for Liens as do not
materially affect the value of such property and do not materially interfere
with the use made and proposed to be made of such property by the Company and
its Subsidiaries and Liens for the payment of federal, state or other taxes, the
payment of which is neither delinquent nor subject to penalties. Any real
property and facilities held under lease by the Company and its Subsidiaries are
held by them under valid, subsisting and enforceable leases with which the
Company and its Subsidiaries are in compliance with such exceptions as are not
material and do not interfere with the use made and proposed to be made of such
property and buildings by the Company and its Subsidiaries. 

(n)       Insurance. The Company and each
of its Subsidiaries are insured by insurers of recognized financial
responsibility against such losses and risks and in such amounts as management
of the Company believes to be prudent and customary in the businesses in which
the Company and its Subsidiaries are engaged. Neither the Company nor any such
Subsidiary has been refused any insurance coverage sought or applied for and
neither the Company nor any such Subsidiary has any reason to believe that it
will not be able to renew its existing insurance coverage as and when such
coverage expires or to obtain similar coverage from similar insurers as may be
necessary to continue its business at a cost that would not materially and
adversely affect the condition, financial or otherwise, or the earnings,
business or operations of the Company and its Subsidiaries, taken as a whole.


12 





(o)     Regulatory Permits. The
Company and its Subsidiaries possess all material certificates, authorizations
and permits issued by the appropriate federal, state or foreign regulatory
authorities necessary to conduct their respective businesses, and neither the
Company nor any such Subsidiary has received any notice of proceedings relating
to the revocation or modification of any such certificate, authorization or
permit. 

(p)     Tax Status. The Company and
each of its Subsidiaries has made or filed all federal and state income and all
other material tax returns, reports and declarations required by any
jurisdiction to which it is subject (unless and only to the extent that the
Company and each of its Subsidiaries has set aside on its books provisions
reasonably adequate for the payment of all unpaid and unreported taxes) and has
paid all taxes and other governmental assessments and charges that are material
in amount, shown or determined to be due on such returns, reports and
declarations, except those being contested in good faith and has set aside on
its books provision reasonably adequate for the payment of all taxes for periods
subsequent to the periods to which such returns, reports or declarations apply.
There are no unpaid taxes in any material amount claimed to be due by the taxing
authority of any jurisdiction, and the officers of the Company know of no basis
for any such claim. 

(q)     Transactions With
Affiliates. Except as set forth in the SEC Documents, none of the officers
or directors of the Company and, to the knowledge of the Company, none of the
employees of the Company is presently a party to any transaction with the
Company or any Subsidiary (other than for services as employees, officers and
directors), including any contract, agreement or other arrangement providing for
the furnishing of services to or by, providing for rental of real or personal
property to or from, or otherwise requiring payments to or from any officer,
director or such employee or, to the knowledge of the Company, any entity in
which any officer, director, or any such employee has a substantial interest or
is an officer, director, trustee or partner, in each case in excess of $120,000
other than for (i) payment of salary or consulting fees for services rendered,
(ii) reimbursement for expenses incurred on behalf of the Company and (iii)
other employee benefits, including stock option agreements under any stock
option plan of the Company. 

(r)     Application of Takeover
Protections. The Company and its Board of Directors have taken or will take
prior to the Commencement Date all necessary action, if any, in order to render
inapplicable any control share acquisition, business combination, poison pill
(including any distribution under a rights agreement) or other similar
anti-takeover provision under the Articles of Incorporation or the laws
of the state of its incorporation which is or could become applicable to the
Investor as a result of the transactions contemplated by this Agreement,
including, without limitation, the Company’s issuance of the Securities and the
Investor’s ownership of the Securities. 

(s)     Disclosure. Except with
respect to the material terms and conditions of the transactions contemplated by
the Transaction Documents that will be timely publicly disclosed by the Company,
the Company confirms that neither it nor any other Person acting on its behalf
has provided the Investor or its agents or counsel with any information that it
believes constitutes or might constitute material, non-public information which

is not otherwise disclosed in the Registration Statement or the SEC Documents.
The Company understands and confirms that the Investor will rely on the
foregoing representation in effecting purchases and sales of securities of the
Company. All of the disclosure furnished by or on behalf of the Company to the
Investor regarding the Company, its business and the transactions contemplated
hereby, including the disclosure schedules to this Agreement, is true and
correct and does not contain any untrue statement of a material fact or omit to
state any material fact necessary in order to make the statements made therein,
in light of the circumstances under which they were made, not misleading. The
press releases disseminated by the Company during the 12 months preceding the
date of this Agreement taken as a whole do not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary in order to make the statements therein, in light of the circumstances
under which they were made and when made, not misleading. The
Company acknowledges and agrees that the Investor neither makes nor has made any
representations or warranties with respect to the transactions contemplated
hereby other than those specifically set forth in Section 3 hereof. 

13 





(t)     Foreign Corrupt Practices.
Neither the Company, nor to the knowledge of the Company, any agent or other
Person acting on behalf of the Company, has (i) directly or indirectly, used any
funds for unlawful contributions, gifts, entertainment or other unlawful
expenses related to foreign or domestic political activity, (ii) made any
unlawful payment to foreign or domestic government officials or employees or to
any foreign or domestic political parties or campaigns from corporate funds,
(iii) failed to disclose fully any contribution made by the Company (or made by
any Person acting on its behalf of which the Company is aware) which is in
violation of law, or (iv) violated in any material respect any provision of the
Foreign Corrupt Practices Act of 1977, as amended. 

(u)     DTC Eligibility. The
Company, through the Transfer Agent, currently participates in the DTC Fast
Automated Securities Transfer (FAST) Program and the Common Stock can be
transferred electronically to third parties via the DTC Fast Automated
Securities Transfer (FAST) Program.

(v)     Sarbanes-Oxley. The Company
is in compliance with all provisions of the Sarbanes-Oxley Act of 2002, as
amended, which are applicable to it as of the date hereof. 

(w)     Certain Fees. No brokerage
or finder’s fees or commissions are or will be payable by the Company to any
broker, financial advisor or consultant, finder, placement agent, investment
banker, bank or other Person with respect to the transactions contemplated by
the Transaction Documents. The Investor shall have no obligation with respect to
any fees or with respect to any claims made by or on behalf of other Persons for
fees that may be due in connection with the transactions contemplated by the
Transaction Documents. 

(x)     Investment Company. The
Company is not, and immediately after receipt of payment for the Securities will
not be, an “investment company” within the meaning of the Investment Company Act
of 1940, as amended. 

(y)     Listing and Maintenance
Requirements. The Common Stock is registered pursuant to Section 12(b) or
12(g) of the Exchange Act, and the Company has taken no action designed to, or
which to its knowledge is likely to have the effect of, terminating the
registration of the Common Stock pursuant to the Exchange Act nor has the
Company received any notification that the SEC is currently contemplating
terminating such registration. The Company has not, in the twelve (12) months
preceding the date hereof, received any notice from any Person to the effect
that the Company is not in compliance with the listing or maintenance
requirements of the Principal Market. The Company is, and has no reason to
believe that it will not in the foreseeable future continue to be, in compliance
with all such listing and maintenance requirements. 

(z)      Accountants. The
Company’s accountants are set forth in the SEC Documents and, to the knowledge
of the Company, such accountants are an independent registered public accounting
firm as required by the Securities Act. 

(aa)    No Market Manipulation. The
Company has not, and to its knowledge no Person acting on its behalf has, (i)
taken, directly or indirectly, any action designed to cause or to result in the
stabilization or manipulation of the price of any security of the Company to
facilitate the sale or resale of any of the Securities, (ii) sold, bid for,
purchased, or, paid any compensation for soliciting purchases of, any of the
Securities, or (iii) paid or agreed to pay to any Person any compensation for
soliciting another to purchase any other securities of the Company. 

14 




(bb)    Shell Company Status. The Company
is not currently, and has never been, an issuer identified in Rule 144(i)(1)
under the Securities Act. 

(cc)    No Disqualification Events. None
of the Company, any of its predecessors, any affiliated issuer, any director,
executive officer, other officer of the Company participating in the offering
contemplated hereby, any beneficial owner of 20% or more of the Company’s
outstanding voting equity securities, calculated on the basis of voting power,
nor any promoter (as that term is defined in Rule 405 under the Securities Act)
connected with the Company in any capacity at the time of sale (each, an
“Issuer Covered Person”) is subject to any of the “Bad Actor”
disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities
Act (a “Disqualification Event”), except for a Disqualification Event
covered by Rule 506(d)(2) or (d)(3) under the Securities Act. The Company has
exercised reasonable care to determine whether any Issuer Covered Person is
subject to a Disqualification Event. 

	5. 	
      COVENANTS.



(a)     Filing of Current Report and
Registration Statement. The Company agrees that it shall, within the time
required under the Exchange Act, file with the SEC a report on Form 8-K relating
to the transactions contemplated by, and describing the material terms and
conditions of, the Transaction Documents (the “Current Report”). The
Company shall also file with the SEC, by the twentieth (20th) day following the
date hereof, a new registration statement (the “Registration Statement”)
covering the resale of the Purchase Shares and the Commitment Shares in

accordance with the terms of the Registration Rights Agreement between the
Company and the Investor, dated as of the date hereof (the “Registration
Rights Agreement”). The Company shall permit the Investor to review and
comment upon the final pre-filing draft version of the Current Report at least
two (2) Business Days 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 the final pre-filing draft version of
the Current Report within one (1) Business Day from the date the Investor
receives it from the Company. 

(b)     Blue Sky. The Company shall
take all such action, if any, as is reasonably necessary in order to obtain an
exemption for or to register or qualify (i) the issuance of the Commitment
Shares and the sale of the Purchase Shares to the Investor under this Agreement
and (ii) any subsequent resale of all Commitment Shares and all Purchase Shares
by the Investor, in each case, under applicable securities or “Blue Sky” laws of
the states of the United States in such states as is reasonably requested by the
Investor from time to time, and shall provide evidence of any such action so
taken to the Investor 

(c)     Listing/DTC. The Company
shall promptly secure the listing of all of the Purchase Shares and Commitment
Shares to be issued to the Investor hereunder on the Principal Market (subject
to official notice of issuance) and upon each other national securities exchange
or automated quotation system, if any, upon which the Common Stock is then
listed, and shall maintain, so long as any shares of Common Stock shall be so
listed, such listing of all such Securities from time to time issuable
hereunder. The Company shall maintain the listing of the Common Stock on the
Principal Market and shall comply in all respects with the Company’s reporting,
filing and other obligations under the bylaws or rules and regulations of the
Principal Market. Neither the Company nor any of its Subsidiaries shall take any
action that would reasonably be expected to result in the delisting or
suspension of the Common Stock on the Principal Market. The Company shall
promptly, and in no event later than the following Business Day, provide to the
Investor copies of any notices it receives from any Person regarding the
continued eligibility of the Common Stock for listing on the Principal Market.
The Company shall pay all fees and expenses in connection with satisfying its
obligations under this Section 5(c). The Company shall take all
action necessary to ensure that its Common Stock can be transferred
electronically as DWAC Shares. 

15 




(d)     Prohibition of Short Sales and
Hedging Transactions. The Investor agrees that beginning on the date of this
Agreement and ending on the date of termination of this Agreement as provided in
Section 11, the Investor and its agents, representatives and affiliates
shall not in any manner whatsoever enter into or effect, directly or indirectly,
any (i) “short sale” (as such term is defined in Rule 200 of Regulation SHO of
the Exchange Act) of the Common Stock or (ii) hedging transaction, which
establishes a net short position with respect to the Common Stock.

(e)     Issuance of Commitment
Shares. In consideration for the Investor’s execution and delivery of this
Agreement, the Company shall cause the Transfer Agent to issue on the date of
this Agreement 179,598 shares of Common Stock (the “Initial Commitment
Shares”) directly to the Investor and shall deliver to the Transfer Agent
the Irrevocable Transfer Agent Instructions in the form as set forth in
Exhibit E attached hereto. For the avoidance of doubt, all of the Initial
Commitment Shares shall be fully earned as of the date of this Agreement,
whether or not the Commencement shall occur or any Purchase Shares are purchased
by the Investor under this Agreement and irrespective of any termination of this
Agreement. In connection with each Regular Purchase and each Accelerated
Purchase of Purchase Shares hereunder, the Company shall issue to the Investor a
number of shares of Common Stock (the “Additional Commitment Shares” and,
together with the Initial Commitment Shares, the “Commitment
Shares”) equal to the product of (x) 89,799 and (y) the Purchase Amount
Fraction. The “Purchase Amount Fraction” shall mean a fraction,
the numerator of which is the Purchase Amount purchased by the Investor with
respect to such Regular Purchase and Accelerated Purchase (as applicable) of
Purchase Shares and the denominator of which is Fifty Million Dollars
($50,000,000). The Additional Commitment Shares shall be issued to the Investor
on the same Business Day as Purchase Shares are issued to the Investor in
connection with the applicable Regular Purchase and Accelerated Purchase (as
applicable) in accordance with Section 2(c). In no event shall the amount
of the Additional Commitment Shares to be issued under this Agreement exceed
89,799 shares of Common Stock, provided that such Additional Commitment Shares
shall be equitably adjusted for any reorganization, recapitalization, non-cash
dividend, stock split or other similar transaction. 

(f)     Due Diligence; Non-Public
Information. The Investor shall have the right, from time to time as the
Investor may reasonably deem appropriate, to perform reasonable due diligence on
the Company during normal business hours. The Company and its officers and
employees shall provide information and reasonably cooperate with the Investor
in connection with any reasonable request by the Investor related to the
Investor’s due diligence of the Company. Each party hereto agrees not to
disclose any Confidential Information of the other party to any third party and
shall not use the Confidential Information for any purpose other than in
connection with, or in furtherance of, the transactions contemplated hereby.
Each party hereto acknowledges that the Confidential Information shall remain
the property of the disclosing party and agrees that it shall take all
reasonable measures to protect the secrecy of any Confidential Information
disclosed by the other party. The Company confirms that neither it nor any other
Person acting on its behalf shall provide the Investor or its agents or counsel
with any information that constitutes or might constitute material, non-public
information, unless a simultaneous public announcement thereof is made by the
Company in the manner contemplated by Regulation FD. In the event of a breach of
the foregoing covenant by the Company or any Person acting on its behalf (as
determined in the reasonable good faith judgment of the Investor), in addition
to any other remedy provided herein or in the other Transaction Documents, the
Investor shall have the right to make a public disclosure, in the form of a
press release, public advertisement or otherwise, of such material, non-public
information without the prior approval by the Company; provided the Investor
shall have first provided notice to the Company that it believes it has received
information that constitutes material, non-public information, the Company shall
have at least 24 hours to publicly disclose such material, non-public
information prior to any such disclosure by the Investor, and the Company shall
have failed to publicly disclose such material, non-public information within
such time period. The Investor shall not have any liability to the Company, any
of its Subsidiaries, or any of their respective directors, officers, employees,
stockholders or agents, for any such disclosure. The Company
understands and confirms that the Investor shall be relying on the foregoing
covenants in effecting transactions in securities of the Company. 

16 





(g)     Purchase Records. The
Investor and the Company shall each maintain records showing the remaining
Available Amount at any given time and the dates and Purchase Amounts for each
Regular Purchase and Accelerated Purchase or shall use such other method,
reasonably satisfactory to the Investor and the Company.

(h)     Taxes. The Company shall pay
any and all transfer, stamp or similar taxes that may be payable with respect to
the issuance and delivery of any shares of Common Stock to the Investor made
under this Agreement.

(i)     Use of Proceeds. The Company
will use the net proceeds from the offering as described in the Registration
Statement or the SEC Documents. 

(j)     Other Transactions. The
Company shall not enter into, announce or recommend to its stockholders any
agreement, plan, arrangement or transaction in or of which the terms thereof
would restrict, materially delay, conflict with or impair the ability or right
of the Company to perform its obligations under the Transaction Documents,
including, without limitation, the obligation of the Company to deliver the
Purchase Shares and the Commitment Shares to the Investor in accordance with the
terms of the Transaction Documents. 

(k)     Integration. From and after
the date of this Agreement, neither the Company, nor or any of its affiliates
will, and the Company shall use its reasonable best efforts to ensure that no
Person acting on their behalf will, directly or indirectly, make any offers or
sales of any security or solicit any offers to buy any security, under
circumstances that would require registration of the offer and sale of any of
the Securities under the Securities Act. 

(l)     Limitation on Variable Rate
Transactions. From and after the date of this Agreement until the 36-month
anniversary of the date of this Agreement (irrespective of any earlier
termination of this Agreement), the Company shall be prohibited from effecting
or entering into an agreement to effect any issuance by the Company or any of
its Subsidiaries of Common Stock or Common Stock Equivalents (or a combination
of units thereof) involving a Variable Rate Transaction, other than in
connection with an Exempt Issuance. “Common Stock Equivalents” means any
securities of the Company or its Subsidiaries which entitle the holder thereof
to acquire at any time Common Stock, including, without limitation, any debt,
preferred stock, rights, options, warrants or other instrument that is at any
time convertible into or exercisable or exchangeable for, or otherwise entitles
the holder thereof to receive, Common Stock. “Variable Rate Transaction”
means a transaction in which the Company (i) issues or sells any debt or equity
securities that are convertible into, exchangeable or exercisable for, or
include the right to receive additional shares of Common Stock or Common Stock
Equivalents either (A) at a conversion price, exercise price or exchange rate or
other price that is based upon and/or varies with the trading prices of or
quotations for the Common Stock at any time after the initial issuance of such
debt or equity securities, or (B) with a conversion, exercise or exchange price
that is subject to being reset at some future date after the initial issuance of
such debt or equity security or upon the occurrence of specified or contingent
events directly or indirectly related to the business of the Company or the
market for the Common Stock (including, without limitation, any “full ratchet”
or “weighted average” anti-dilution provisions) or (ii) enters into any
agreement, including, but not limited to, an “equity line of credit”,
“at-the-market offering” or other continuous offering or similar offering of
Common Stock or Common Stock Equivalents, whereby the Company may sell Common
Stock or Common Stock Equivalents at a future determined price. “Exempt
Issuance” means the issuance of (a) Common Stock or options to employees,
officers, directors or vendors of the Company pursuant to any stock or option
plan duly adopted for such purpose, by the Board of Directors or a majority of the members
of a committee of directors established for such purpose, (b) securities upon
the exercise or exchange of or conversion of any Securities issued hereunder or
under the Warrant and/or other securities exercisable or exchangeable for or
convertible into Common Stock issued and outstanding on the date of this
Agreement, provided that such securities have not been amended since the date of
this Agreement to increase the number of such securities or to decrease the
exercise price, exchange price or conversion price of such securities, (c)
securities in any “at-the-market offering” with or conducted by a registered
broker dealer, and (d) securities issued pursuant to acquisitions or strategic
transactions approved by the Board of Directors or a majority of the members of
a committee of directors established for such purpose, which acquisitions or
strategic transactions can have a Variable Rate Transaction component, provided
that any such issuance shall only be to a Person (or to the equity holders of a
Person) which is, itself or through its subsidiaries, an operating company or an
asset in a business synergistic with the business of the Company and shall
provide to the Company additional benefits in addition to the investment of
funds, but shall not include a transaction in which the Company is issuing
securities primarily for the purpose of raising capital or to an entity whose
primary business is investing in securities. 

17 






	6. 	
      TRANSFER AGENT
INSTRUCTIONS.



(a)     On the date of this Agreement, the
Company shall issue irrevocable instructions to the Transfer Agent substantially
in the form attached hereto as Exhibit E to issue the Initial
Commitment Shares in accordance with the terms of this Agreement (the
“Irrevocable Transfer Agent Instructions”). The certificate(s)
representing the Commitment Shares, except as set forth below, shall bear the
following restrictive legend (the “Restrictive Legend”): 

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR
INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR
ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE
SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
APPLICABLE STATE SECURITIES LAWS, UNLESS SOLD PURSUANT TO:
(1) RULE 144 UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR (2) AN OPINION OF HOLDER’S
COUNSEL, IN A CUSTOMARY FORM, THAT REGISTRATION IS NOT REQUIRED
UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS. 

(b)     On the earlier of (i) the
Commencement Date and (ii) such time that the Investor shall request, provided
all conditions of Rule 144 under the Securities Act are met, the Company shall,
no later than one (1) Business Day following the delivery by the Investor to the
Company or the Transfer Agent of one or more legended certificates representing
the Initial Commitment Shares and/or Additional Commitment Shares (which
certificates the Investor shall promptly deliver on or prior to the first to
occur of the events described in clauses (i) and (ii) of this sentence), as
directed by the Investor, issue and deliver (or cause to be issued and
delivered) to the Investor, as requested by the Investor, either: (A) a
certificate representing such Initial Commitment Shares and/or Additional
Commitment Shares that is free from all restrictive and other legends or (B) a
number of shares of Common Stock equal to the number of Initial Commitment
Shares and/or Additional Commitment Shares represented by the certificate(s) so
delivered by the Investor as DWAC Shares. The Company shall take all actions to
carry out the intent and accomplish the purposes of the immediately preceding
sentence, including, without limitation, delivering all such legal opinions,
consents, certificates, resolutions and instructions to the Transfer Agent, and
any successor transfer agent of the Company, as may be requested from time to
time by the Investor or necessary or desirable to carry out the intent and
accomplish the purposes of the immediately preceding sentence. On the
Commencement Date, the Company shall issue to the Transfer Agent, and any subsequent transfer agent, (i) irrevocable
instructions in the form substantially similar to those used by the Investor in
substantially similar transactions (the “Commencement Irrevocable
Transfer Agent Instructions”) and (ii) the notice of effectiveness of
the Registration Statement in the form attached as an exhibit to the
Registration Rights Agreement (the “Notice of Effectiveness of
Registration Statement”), in each case to issue the Initial
Commitment Shares, the Additional Commitment Shares and the Purchase Shares in
accordance with the terms of this Agreement and the Registration Rights
Agreement. All Purchase Shares to be issued from and after Commencement to or
for the benefit of the Investor pursuant to this Agreement shall be issued only
as DWAC Shares. The Company represents and warrants to the Investor that, while
this Agreement is effective, no instruction other than the Commencement
Irrevocable Transfer Agent Instructions and the Notice of Effectiveness of
Registration Statement referred to in this Section 6(b) will be
given by the Company to the Transfer Agent with respect to the Initial
Commitment Shares, the Additional Commitment Shares or the Purchase Shares from
and after Commencement, and the Initial Commitment Shares, the Additional
Commitment Shares and the Purchase Shares covered by the Registration Statement
shall otherwise be freely transferable on the books and records of the Company.
The Company agrees that if the Company fails to fully comply with the provisions
of this Section 6(b) within five (5) Business Days of the Investor
providing the deliveries referred to above, the Company shall, at the Investor’s
written instruction, purchase such shares of Common Stock containing the
Restrictive Legend from the Investor at the greater of the (i) Purchase Price or
Accelerated Purchase Price paid for such shares of Common Stock (as applicable)
and (ii) the Closing Sale Price of the Common Stock on the date of the
Investor’s written instruction.

18 






	7. 	
      CONDITIONS TO THE COMPANY’S RIGHT TO
    COMMENCE



SALES OF SHARES OF COMMON STOCK. 

The right of the Company hereunder to commence sales of the
Purchase Shares on the Commencement Date is subject to the satisfaction of each
of the following conditions: 

(a)     The Investor shall have executed
each of the Transaction Documents and delivered the same to the Company; 

(b)     The Registration Statement covering
the resale of the Commitment Shares and Purchase Shares shall have been
declared effective under the Securities Act by the SEC and no stop order with
respect to the Registration Statement shall be pending or threatened by the SEC;
and 

(c)     The representations and warranties
of the Investor shall be true and correct in all material respects as of the
date hereof and as of the Commencement Date as though made at that time. 

	8. 	
      CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE
      SHARES OF COMMON STOCK.



The obligation of the Investor to buy Purchase Shares under
this Agreement is subject to the satisfaction of each of the following
conditions on or prior to the Commencement Date and, once such conditions have
been initially satisfied, there shall not be any ongoing obligation to satisfy
such conditions after the Commencement has occurred: 

(a)     The Company shall have executed
each of the Transaction Documents and delivered the same to the Investor; 

(b)     The Company shall have issued or
caused to be issued to the Investor (i) one or more certificates representing
the Initial Commitment Shares and Additional Commitment Shares (as applicable) free from all restrictive and other legends or (ii)
a number of shares of Common Stock equal to the number of Initial Commitment
Shares and Additional Commitment Shares (as applicable) as DWAC Shares, in each
case in accordance with Section 6(b); 

19 





(c)     The Common Stock shall be listed or
quoted on the Principal Market, trading in the Common Stock shall not have been
within the last 365 days suspended by the SEC or the Principal Market, and all
Securities to be issued by the Company to the Investor pursuant to this
Agreement shall have been approved for listing or quotation on the Principal
Market in accordance with the applicable rules and regulations of the Principal
Market, subject only to official notice of issuance; 

(d)     The Investor shall have received
the opinions of the Company’s legal counsel dated as of the Commencement Date
substantially in the form of Exhibit A attached hereto; 

(e)     The representations and warranties
of the Company shall be true and correct in all material respects (except to the
extent that any of such representations and warranties is already qualified as
to materiality in Section 4 above, in which case, such representations
and warranties shall be true and correct without further qualification) as of
the date hereof and as of the Commencement Date as though made at that time
(except for representations and warranties that speak as of a specific date,
which shall be true and correct as of such date) and the Company shall have
performed, satisfied and complied with the covenants, agreements and conditions
required by the Transaction Documents to be performed, satisfied or complied
with by the Company at or prior to the Commencement Date. The Investor shall
have received a certificate, executed by the CEO, President or CFO of the
Company, dated as of the Commencement Date, to the foregoing effect in the form
attached hereto as Exhibit B; 

(f)     The Board of Directors of the
Company shall have adopted resolutions in the form attached hereto as
Exhibit C which shall be in full force and effect without any
amendment or supplement thereto as of the Commencement Date; 

(g)     As of the Commencement Date, the
Company shall have reserved out of its authorized and unissued Common Stock, (i)
solely for the purpose of effecting purchases of Purchase Shares hereunder,
10,000,000 shares of Common Stock; and (ii) solely for the purpose of effecting
the issuance of Additional Commitment Shares hereunder 89,799 shares of Common
Stock; 

(h)     The Commencement Irrevocable
Transfer Agent Instructions and the Notice of Effectiveness of Registration
Statement each shall have been delivered to and acknowledged in writing by the
Company and the Company’s Transfer Agent (or any successor transfer agent); 

(i)     The Company shall have delivered to
the Investor a certificate evidencing the incorporation and good standing of the
Company in the State of Nevada issued by the Secretary of State of the State of
Nevada as of a date within ten (10) Business Days of the Commencement Date; 

(j)     The Company shall have delivered to
the Investor a certified copy of the Articles of Incorporation as
certified by the Secretary of State of the State of Nevada within ten (10)
Business Days of the Commencement Date; 

(k)     The Company shall have delivered to
the Investor a secretary’s certificate executed by the Secretary of the Company,
dated as of the Commencement Date, in the form attached hereto as Exhibit
D; 

(l)     The Registration Statement covering
the resale of the Commitment Shares and Purchase Shares shall have been
declared effective under the Securities Act by the SEC and no stop order with
respect to the Registration Statement shall be pending or
threatened by the SEC. The Company shall have prepared and filed with the SEC,
not later than one (1) Business Day after the effective date of the Registration
Statement, a final and complete prospectus (the preliminary form of which shall
be included in the Registration Statement) and shall have delivered to the
Investor a true and complete copy thereof. Such prospectus shall be current and
available for the resale by the Investor of all of the Securities covered
thereby. The Current Report shall have been filed with the SEC, as required
pursuant to Section 5(a). All reports, schedules,
registrations, forms, statements, information and other documents required to
have been filed by the Company with the SEC at or prior to the Commencement Date
pursuant to the reporting requirements of the Exchange Act shall have been filed
with the SEC within the applicable time periods prescribed for such filings
under the Exchange Act; 

20 





(m)     No Event of Default has occurred,
or any event which, after notice and/or lapse of time, would become an Event of
Default has occurred; 

(n)     All federal, state and local
governmental laws, rules and regulations applicable to the transactions
contemplated by the Transaction Documents and necessary for the execution,
delivery and performance of the Transaction Documents and the consummation of
the transactions contemplated thereby in accordance with the terms thereof shall
have been complied with, and all consents, authorizations and orders of, and all
filings and registrations with, all federal, state and local courts or
governmental agencies and all federal, state and local regulatory or
self-regulatory agencies necessary for the execution, delivery and performance
of the Transaction Documents and the consummation of the transactions
contemplated thereby in accordance with the terms thereof shall have been
obtained or made, including, without limitation, in each case those required
under the Securities Act, the Exchange Act, applicable state securities or “Blue
Sky” laws or applicable rules and regulations of the Principal Market, or
otherwise required by the SEC, the Principal Market or any state securities
regulators; 

(o)     No statute, regulation, order,
decree, writ, ruling or injunction shall have been enacted, entered,
promulgated, threatened or endorsed by any federal, state, local or foreign
court or governmental authority of competent jurisdiction which prohibits the
consummation of or which would materially modify or delay any of the
transactions contemplated by the Transaction Documents; and 

(p)     No action, suit or proceeding
before any federal, state, local or foreign arbitrator or any court or
governmental authority of competent jurisdiction shall have been commenced or
threatened, and no inquiry or investigation by any federal, state, local or
foreign governmental authority of competent jurisdiction shall have been
commenced or threatened, against the Company, or any of the officers, directors
or affiliates of the Company, seeking to restrain, prevent or change the
transactions contemplated by the Transaction Documents, or seeking material
damages in connection with such transactions. 

	9. 	
      INDEMNIFICATION.



In consideration of the Investor’s execution and delivery of
the Transaction Documents and acquiring the Securities hereunder and in addition
to all of the Company’s other obligations under the Transaction Documents, the
Company shall defend, protect, indemnify and hold harmless the Investor and all
of its affiliates, stockholders, officers, directors, employees and direct or
indirect investors and any of the foregoing Person’s agents or other
representatives (including, without limitation, those retained in connection
with the transactions contemplated by this Agreement) (collectively, the
“Indemnitees”) from and against any and all actions, causes of action,
suits, claims, losses, costs, penalties, fees, liabilities and damages, and
expenses in connection therewith (irrespective of whether any such Indemnitee is
a party to the action for which indemnification hereunder is sought), and
including reasonable attorneys’ fees and disbursements (the “Indemnified
Liabilities”), incurred by any Indemnitee as a result of, or arising out of,
or relating to (a) any misrepresentation or breach of any
representation or warranty made by the Company in the Transaction Documents or
any other certificate, instrument or document contemplated hereby or thereby,
(b) any breach of any covenant, agreement or obligation of the Company contained
in the Transaction Documents or any other certificate, instrument or document
contemplated hereby or thereby, or (c) any cause of action, suit or claim
brought or made against such Indemnitee and arising out of or resulting from the
execution, delivery, performance or enforcement of the Transaction Documents or
any other certificate, instrument or document contemplated hereby or thereby,
other than, in the case of clause (c), with respect to Indemnified Liabilities
which directly and primarily result from the fraud, gross negligence or willful
misconduct of an Indemnitee. The indemnity in this Section 9 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, conditioned or delayed. To the extent that the foregoing
undertaking by the Company may be unenforceable for any reason, the Company
shall make the maximum contribution to the payment and satisfaction of each of
the Indemnified Liabilities which is permissible under applicable law. Payment
under this indemnification shall be made within thirty (30) days from the date
Investor makes written request for it. A certificate containing reasonable
detail as to the amount of such indemnification submitted to the Company by
Investor shall be conclusive evidence, absent manifest error, of the amount due
from the Company to Investor. If any action shall be brought against any
Indemnitee in respect of which indemnity may be sought pursuant to this
Agreement, such Indemnitee shall promptly notify the Company in writing, and the
Company shall have the right to assume the defense thereof with counsel of its
own choosing reasonably acceptable to the Indemnitee. Any Indemnitee shall have
the right to employ separate counsel in any such action and participate in the
defense thereof, but the fees and expenses of such counsel shall be at the
expense of such Indemnitee, except to the extent that (i) the employment thereof
has been specifically authorized by the Company in writing, (ii) the Company has
failed after a reasonable period of time to assume such defense and to employ
counsel or (iii) in such action there is, in the reasonable opinion of such
separate counsel, a material conflict on any material issue between the position
of the Company and the position of such Indemnitee, in which case the Company
shall be responsible for the reasonable fees and expenses of no more than one
such separate counsel. 

21 






	10. 	
      EVENTS OF DEFAULT.



An “Event of Default” shall be deemed to have occurred
at any time as any of the following events occurs: 

(a)     the effectiveness of a registration
statement registering the resale of the Securities lapses for any reason
(including, without limitation, the issuance of a stop order or similar order)
or such registration statement (or the prospectus forming a part thereof) is
unavailable to the Investor for resale of any or all of the Securities to be
issued to the Investor under the Transaction Documents, and such lapse or
unavailability continues for a period of ten (10) consecutive Business Days or
for more than an aggregate of thirty (30) Business Days in any 365-day period,
but excluding a lapse or unavailability where (i) the Company terminates a
registration statement after the Investor has confirmed in writing that all of
the Securities covered thereby have been resold or (ii) the Company supersedes
one registration statement with another registration statement, including
(without limitation) by terminating a prior registration statement when it is
effectively replaced with a new registration statement covering Securities
(provided in the case of this clause (ii) that all of the Securities covered by
the superseded (or terminated) registration statement that have not theretofore
been resold are included in the superseding (or new) registration statement);


(b)     the suspension of the Common Stock
from trading on the Principal Market for a period of three (3) consecutive
Business Days, provided that the Company may not direct the Investor to purchase
any shares of Common Stock during any such suspension; 

22 




(c)     the delisting of the Common Stock
from the OTCQB operated by the OTC Markets Group, Inc., provided, however, that
the Common Stock is not immediately thereafter trading on the New York Stock
Exchange, The NASDAQ Capital Market, The NASDAQ Global Market, The NASDAQ Global
Select Market, the NYSE MKT, the NYSE Arca, the OTC Bulletin Board or the OTCQX
operated by the OTC Markets Group, Inc. (or nationally recognized successor to
any of the foregoing). If at any time after the Commencement Date, the Exchange
Cap is reached unless and until stockholder approval is obtained pursuant to
Section 2(e) hereof. The Exchange Cap shall be deemed to be reached at such time
if, upon submission of a Regular Purchase Notice or Accelerated Purchase Notice
under this Agreement, the issuance of such shares of Common Stock would exceed
that number of shares of Common Stock which the Company may issue under this
Agreement without breaching the Company’s obligations under the rules or
regulations of the Principal Market; 

(d)     the failure for any reason by the
Transfer Agent to issue (i) the Additional Commitment Shares to the Investor
within three (3) Business Days after the date on which the Investor is entitled
to receive such Additional Commitment Shares pursuant to Section 5(e)
hereof and (ii) Purchase Shares to the Investor within three (3) Business Days
after the applicable Purchase Date or Accelerated Purchase Date (as applicable)
on which the Investor is entitled to receive such Purchase Shares; 

(e)     the Company breaches any
representation, warranty, covenant or other term or condition under any
Transaction Document if such breach could have a Material Adverse Effect and
except, in the case of a breach of a covenant which is reasonably curable, only
if such breach continues for a period of at least five (5) Business Days; 

(f)      if any Person commences a
proceeding against the Company pursuant to or within the meaning of any
Bankruptcy Law; 

(g)     if the Company, pursuant to or
within the meaning of any Bankruptcy Law, (i) commences a voluntary case, (ii)
consents to the entry of an order for relief against it in an involuntary case,
(iii) consents to the appointment of a Custodian of it or for all or
substantially all of its property, or (iv) makes a general assignment for the
benefit of its creditors or is generally unable to pay its debts as the same
become due; 

(h)     a court of competent jurisdiction
enters an order or decree under any Bankruptcy Law that (i) is for relief
against the Company in an involuntary case, (ii) appoints a Custodian of the
Company or for all or substantially all of its property, or (iii) orders the
liquidation of the Company or any Subsidiary; or 

(i)     if at any time the Company is not
eligible to transfer its Common Stock electronically as DWAC Shares. 

In addition to any other rights and remedies under applicable
law and this Agreement, so long as an Event of Default has occurred and is
continuing, or if any event which, after notice and/or lapse of time, would
become an Event of Default, has occurred and is continuing, the Company shall
not deliver to the Investor any Regular Purchase Notice or Accelerated Purchase
Notice. 

	11. 	
      TERMINATION



This Agreement may be terminated only as follows:

(a)     If pursuant to or within the
meaning of any Bankruptcy Law, the Company commences a voluntary case or any
Person commences a proceeding against the Company, a Custodian is appointed for
the Company or for all or substantially all of its property, or
the Company makes a general assignment for the benefit of its creditors (any of
which would be an Event of Default as described in Sections 10(f), 10(g) and 10(h) hereof), this Agreement shall
automatically terminate without any liability or payment to the Company (except
as set forth below) without further action or notice by any Person.

23 





(b)     In the event that the Commencement
shall not have occurred on or before December 31, 2015, due to the failure to
satisfy the conditions set forth in Sections 7 and 8 above with
respect to the Commencement, either the Company or the Investor shall have the
option to terminate this Agreement at the close of business on such date or
thereafter without liability of any party to any other party (except as set
forth below); provided, however, that the right to terminate this Agreement
under this Section 11(b) shall not be available to any party if
such party is then in breach of any covenant or agreement contained in this
Agreement or any representation or warranty of such party contained in this
Agreement fails to be true and correct such that the conditions set forth in
Section 7(c) or Section 8(e), as applicable, could
not then be satisfied. 

(c)     At any time after the Commencement
Date, the Company shall have the option to terminate this Agreement for any
reason or for no reason by delivering notice (a “Company Termination
Notice”) to the Investor electing to terminate this Agreement without any
liability whatsoever of any party to any other party under this Agreement
(except as set forth below). The Company Termination Notice shall not be
effective until one (1) Business Day after it has been received by the
Investor.

(d)     This Agreement shall automatically
terminate on the date that the Company sells and the Investor purchases the full
Available Amount as provided herein, without any action or notice on the part of
any party and without any liability whatsoever of any party to any other party
under this Agreement (except as set forth below). 

(e)     If, for any reason or for no
reason, the full Available Amount has not been purchased in accordance with
Section 2 of this Agreement by the Maturity Date, this Agreement shall
automatically terminate on the Maturity Date, without any action or notice on
the part of any party and without any liability whatsoever of any party to any
other party under this Agreement (except as set forth below). 

Except as set forth in Sections 11(a) (in respect
of an Event of Default under Sections 10(f), 10(g)
and 10(h)), 11(d) and 11(e), any termination of this
Agreement pursuant to this Section 11 shall be effected by written notice
from the Company to the Investor, or the Investor to the Company, as the case
may be, setting forth the basis for the termination hereof. The representations
and warranties and covenants of the Company and the Investor contained in
Sections 3, 4, 5, and 6 hereof, the indemnification
provisions set forth in Section 9 hereof and the agreements and covenants
set forth in Sections 10, 11 and 12
shall survive the Commencement and any termination of this Agreement. No
termination of this Agreement shall (i) affect the Company’s or the Investor’s
rights or obligations under (A) this Agreement with respect to pending Regular
Purchases and Accelerated Purchases and the Company and the Investor shall
complete their respective obligations with respect to any pending Regular
Purchases and Accelerated Purchases under this Agreement and (B) the
Registration Rights Agreement, which shall survive any such termination, or (ii)
be deemed to release the Company or the Investor from any liability for
intentional misrepresentation or willful breach of any of the Transaction
Documents. 

	12. 	
      MISCELLANEOUS.



(a)     Governing Law; Jurisdiction;
Jury Trial. 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 and the other Transaction Documents 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 in the State of Illinois, County of Cook,
for the adjudication of any dispute hereunder or under the other Transaction
Documents or in connection herewith or therewith, 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. 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. 

24 





(b)     Counterparts. This Agreement
may be executed in two or more identical counterparts, all of which shall be
considered one and the same agreement and shall become effective when
counterparts have been signed by each party and delivered to the other party;
provided that a facsimile signature or signature delivered by e-mail in a “.pdf”
format data file shall be considered due execution and shall be binding upon the
signatory thereto with the same force and effect as if the signature were an
original signature. 

(c)     Headings. The headings of
this Agreement are for convenience of reference and shall not form part of, or
affect the interpretation of, this Agreement. 

(d)     Severability. 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. 

(e)     Entire Agreement. The
Transaction Documents supersede all other prior oral or written agreements
between the Investor, the Company, their affiliates and Persons acting on their
behalf with respect to the subject matter thereof, and this Agreement, the other
Transaction Documents and the instruments referenced herein contain the entire
understanding of the parties with respect to the matters covered herein and
therein and, except as specifically set forth herein or therein, neither the
Company nor the Investor makes any representation, warranty, covenant or
undertaking with respect to such matters. The Company acknowledges and agrees
that is has not relied on, in any manner whatsoever, any representations or
statements, written or oral, other than as expressly set forth in the
Transaction Documents. 

(f)     Notices. Any notices,
consents 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 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: 

25 




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, IL 60654 
Telephone: 312.822.9300

Facsimile: 312.822.9301 
E-mail:
jscheinfeld@lpcfunds.com/jcope@lpcfunds.com 
Attention: Josh
Scheinfeld/Jonathan Cope 


If to the Transfer Agent: 

Nevada Agency and Transfer Company

50 West Liberty Street, Suite 880 
Reno NV 89501
Tel: 775-322-0626

Fax: 775-322-5623 
E-mail: tiffany@natco.org 
Attention: Tiffany
Baxter 

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 or other communication, (B) mechanically or
electronically generated by the sender’s facsimile machine or email account
containing the time, date, and 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. 

26 




(g)     Successors and Assigns. This
Agreement shall be binding upon and inure to the benefit of the parties and
their respective successors and assigns. The Company shall not assign this
Agreement or any rights or obligations hereunder without the prior written
consent of the Investor, including by merger or consolidation. The Investor may
not assign its rights or obligations under this Agreement. 

(h)     No Third Party
Beneficiaries. This Agreement is intended for the benefit of the parties
hereto and their respective permitted successors and assigns, and is not for the
benefit of, nor may any provision hereof be enforced by, any other Person. 

(i)     Publicity. The Company shall
afford the Investor and its counsel with the opportunity to review and comment
upon, shall consult with the Investor and its counsel on the form and substance
of, and shall give due consideration to all such comments from the Investor or
its counsel on, any press release, SEC filing or any other public disclosure by
or on behalf of the Company relating to the Investor, its purchases hereunder or
any aspect of the Transaction Documents or the transactions contemplated
thereby, not less than 24 hours prior to the issuance, filing or public
disclosure thereof. The Investor must be provided with a final version of any
such press release, SEC filing or other public disclosure at least 24 hours
prior to any release, filing or use by the Company thereof. The Company agrees
and acknowledges that its failure to fully comply with this provision
constitutes a Material Adverse Effect.

(j)     Further Assurances. 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 consummate and make effective, as soon as reasonably
possible, the Commencement, and to carry out the intent and accomplish the
purposes of this Agreement and the consummation of the transactions contemplated
hereby. 

(k)     No Financial Advisor,
Placement Agent, Broker or Finder. The Company represents and
warrants to the Investor that it has not engaged any financial advisor,
placement agent, broker or finder in connection with the transactions
contemplated hereby. The Investor represents and warrants to the Company that it
has not engaged any financial advisor, placement agent, broker or finder in
connection with the transactions contemplated hereby. The Company shall be
responsible for the payment of any fees or commissions, if any, of any financial
advisor, placement agent, broker or finder relating to or arising out of the
transactions contemplated hereby. The Company shall pay, and hold the Investor
harmless against, any liability, loss or expense (including, without limitation,
attorneys’ fees and out of pocket expenses) arising in connection with any such
claim. 

(l)     No Strict Construction. 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. 

(m)   Remedies, Other Obligations,
Breaches and Injunctive Relief. The Investor’s remedies provided in this
Agreement, including, without limitation, the Investor’s remedies provided in
Section 9, shall be cumulative and in addition to all other remedies available
to the Investor under this Agreement, at law or in equity (including a decree of
specific performance and/or other injunctive relief), no remedy of the Investor
contained herein shall be deemed a waiver of compliance with the provisions
giving rise to such remedy and nothing herein shall limit the Investor’s right
to pursue actual damages for any failure by the Company to comply with the terms
of this Agreement. The Company acknowledges that a breach by it of its
obligations hereunder will cause irreparable harm to the Investor and that the
remedy at law for any such breach may be inadequate. The Company therefore
agrees that, in the event of any such breach or threatened breach, the Investor
shall be entitled, in addition to all other available remedies, to an injunction
restraining any breach, without the necessity of showing economic loss and
without any bond or other security being required. 

27 




(n)     Enforcement Costs. If: (i)
this Agreement is placed by the Investor in the hands of an attorney for
enforcement or is enforced by the Investor through any legal proceeding; (ii) an
attorney is retained to represent the Investor in any bankruptcy,
reorganization, receivership or other proceedings affecting creditors’ rights
and involving a claim under this Agreement; or (iii) an attorney is retained to
represent the Investor in any other proceedings whatsoever in connection with
this Agreement, then the Company shall pay to the Investor, as incurred by the
Investor, all reasonable costs and expenses including attorneys’ fees incurred
in connection therewith, in addition to all other amounts due hereunder. 

(o)     Amendment and Waiver; Failure or
Indulgence Not Waiver. No provision of this Agreement may be amended or
waived by the parties from and after the date that is one (1) Business Day
immediately preceding the filing of the Registration Statement with the SEC.
Subject to the immediately preceding sentence, (i) no provision of this
Agreement may be amended other than by a written instrument signed by both
parties hereto and (ii) no provision of this Agreement may be waived other than
in a written instrument signed by the party against whom enforcement of such
waiver is sought. No failure or delay in the exercise of any power, right or
privilege hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any such power, right or privilege preclude other or further
exercise thereof or of any other right, power or privilege. 

** Signature Page Follows ** 

28 




IN WITNESS WHEREOF, the Investor and the Company have
caused this Purchase Agreement to be duly executed as of the date first written
above. 


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



29 




SCHEDULES 

	Schedule 4(a) 	Subsidiaries 
	Schedule 4(c) 	Capitalization 


EXHIBITS 

	Exhibit A 	Form of Company Counsel Opinion 
	Exhibit B 	Form of Officer’s Certificate 
	Exhibit C 	Form of Resolutions of Board of Directors of
      the Company 
	Exhibit D 	Form of Secretary’s Certificate 
	Exhibit E 	Form of Letter to Transfer Agent



30 




DISCLOSURE SCHEDULES 

Schedule 4(a) – Subsidiaries 

Schedule 4(c) – Capitalization 

31 




EXHIBIT A 

FORM OF COMPANY COUNSEL OPINION 

Capitalized terms used herein but not defined herein, have the
meaning set forth in the Purchase Agreement. Based on the foregoing, and subject
to the assumptions and qualifications set forth herein, we are of the opinion
that: 

1.     The Company is a corporation
existing and in good standing under the laws of the State of Nevada.

2.     The Company has the corporate power
to execute and deliver, and perform its obligations under, each Transaction
Document to which it is a party. To our knowledge, the Company has the corporate
power to conduct its business as it is now conducted, and to own and use the
properties owned and used by it. 

3.     The execution, delivery and
performance by the Company of the Transaction Documents to which it is a party
have been duly authorized by all necessary corporate action on the part of the
Company. The execution and delivery of the Transaction Documents by the Company,
the performance of the obligations of the Company thereunder and the
consummation by it of the transactions contemplated therein have been duly
authorized and approved by the Company's Board of Directors and no further
consent, approval or authorization of the Company, its Board of Directors or its
stockholders is required. The Transaction Documents to which the Company is a
party have been duly executed and delivered by the Company and are the valid and
binding obligations of the Company, enforceable against the Company in
accordance with their terms except as such enforceability may be limited by
general principles of equity or applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar laws relating to, or
affecting creditor’s rights and remedies. 

4.     The execution, delivery and
performance by the Company of the Transaction Documents, the consummation by the
Company of the transactions contemplated thereby including the offering, sale
and issuance of the Commitment Shares and the Purchase Shares in accordance with
the terms and conditions of the Purchase Agreement, and fulfillment and
compliance with terms of the Transaction Documents, does not and shall not: (i)
conflict with, constitute a breach of or default (or an event which, with the
giving of notice or lapse of time or both, constitutes or could constitute a
breach or a default), under (a) the Articles of Incorporation or the
Bylaws of the Company, (b) to our knowledge, any material agreement, note,
lease, mortgage, deed or other material instrument to which the Company is a
party or by which the Company or any of its assets are bound (“Material
Agreements”), (ii) result in any violation of any statute, law, rule or
regulation applicable to the Company, or (iii) to our knowledge, violate any
order, writ, injunction or decree applicable to the Company or any of its
subsidiaries. 

5.     The issuance of the Purchase Shares
and the Commitment Shares pursuant to the terms and conditions of the
Transaction Documents has been duly authorized by all necessary corporate action
on the part of the Company. The Commitment Shares are validly issued, fully paid
and non-assessable, and to our knowledge, free of all taxes, liens, charges,
restrictions, rights of first refusal and preemptive rights. __,___,___ shares
of Common Stock have been properly reserved for issuance as Purchase Shares
under the Purchase Agreement. When issued and paid for in accordance with the
Purchase Agreement, the Purchase Shares shall be validly issued, fully paid and
non-assessable, and to our knowledge, free of all taxes, liens, charges,
restrictions, rights of first refusal and preemptive rights. To our knowledge,
the execution and delivery of the Registration Rights Agreement do not, and the
performance by the Company of its obligations thereunder shall not, give rise to
any rights of any other Person for the registration under the Securities Act of any shares of Common
Stock or other securities of the Company which have not been waived. 

32 





6.     As of the date hereof, the
authorized capital stock of the Company consists of __,___,___ shares of common
stock, $0.001 par value per share, of which to our knowledge __________ shares
are issued and outstanding.

7.     Assuming the accuracy of the
representations and your compliance with the covenants made by you in the
Transaction Documents, the offering, sale and issuance of the Commitment Shares
and the Purchase Shares to you pursuant to the Transaction Documents is exempt
from registration under the Securities Act. 

8.     Other than that which has been
obtained and completed prior to the date hereof, no authorization, approval,
consent, filing or other order of any federal or state governmental body,
regulatory agency, or stock exchange or market, or any court, or, to our
knowledge any third party is required to be obtained by the Company to enter
into and perform its obligations under the Transaction Documents or for the
Company to issue and sell the Commitment Shares and the Purchase Shares as
contemplated by the Transaction Documents. 

9.     The Common Stock is registered
pursuant to Section 12(g) of the Exchange Act. To our knowledge, since one year
preceding the date of the Purchase Agreement, the Company has been in compliance
with the reporting requirements of the Exchange Act applicable to it. To our
knowledge, since one year preceding the date of the Purchase Agreement, the
Company has not received any written notice from any Person stating that the
Company has not been in compliance with any of the rules and regulations
(including the requirements for continued listing) of the Principal Market. 

10.     The Company is not, and after
giving effect to the issuance of the Commitment Shares and the Purchase Shares
and the application of the proceeds as described in the Prospectus, will not be,
an “investment company,” as that term is defined in the Investment Company Act
of 1940, as amended. 

11.     Except as described in the
Registration Statement and the Prospectus, none of the Material Agreements
grants to any person the right to require the Company to file a registration
statement under the Securities Act with respect to any securities of the Company
owned or to be owned by such person or to require the Company to include such
securities in the securities registered pursuant to the Registration Statement
or in any securities being registered pursuant to any other registration
statement filed by the Company under the Securities Act.

[THE FOLLOWING MAY BE MADE IN A SEPARATE NEGATIVE ASSURANCES
LETTER] 

As counsel to the Company, we reviewed the Registration
Statement and the Prospectus, and participated in discussions with your
representatives and those of the Company, at which the contents of the
Registration Statement and the Prospectus were discussed. Between the date of
the Transaction Documents and the time of the delivery of this letter, we
participated in further discussions with your representatives and those of the
Company, and we reviewed certain certificates of officers of the Company and
public officials delivered to you today. 

The purpose of our engagement was not to establish or to
confirm factual matters set forth in the Registration Statement and the
Prospectus, and we have not undertaken any obligation to verify independently
any of the factual matters set forth in the Registration Statement and the
Prospectus. Moreover, many of the determinations required to be made in the
preparation of the Registration Statement and the Prospectus involve matters of
a non-legal nature. 

33 




Subject to the foregoing, we confirm to you that, on the basis
of the information that we gained in the course of performing the services
referred to above, nothing came to our attention that caused us to believe that:
(a) the Registration Statement, as of its effective date, contained an untrue
statement of a material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements therein not misleading, or
(b) the Prospectus, as of its date and as of the date and time of delivery of
this letter, contained or contains any untrue statement of a material fact or
omitted or omits to state any material fact necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading; provided, however, that we do not assume any
responsibility for the accuracy, completeness or fairness of the statements
contained in the Registration Statement or the Prospectus, and we do not express
any belief as to the financial statements and related notes, financial statement
schedules or financial statistics or other financial or accounting data and
information contained in or omitted from the Registration Statement or the
Prospectus.

We inform you that the Registration Statement became effective
under the Securities Act on _______, 201__ and that no stop order suspending the
effectiveness of the Registration Statement has been issued under the Securities
Act. 

We are not representing the Company in any pending litigation
in which it is a named defendant that challenges the validity or enforceability
of, or seeks to enjoin the performance of, the Transaction Documents. 

Further, we confirm to you that the Registration Statement, as
of its effective date, and the Prospectus, as of its date, appeared to us on
their face to respond in all material respects to the requirements of Form S-1,
except that the foregoing statement does not address any requirement relating to
financial statements, notes or schedules and financial and accounting data or
information contained in or omitted from the Registration Statement or the
Prospectus Supplement. 

34 




EXHIBIT B 

FORM OF OFFICER’S CERTIFICATE 

This Officer’s Certificate (“Certificate”) is being
delivered pursuant to Section 8(e) of that certain Purchase Agreement
dated as of October [__], 2015, (“Purchase Agreement”), by and between
ANAVEX LIFE SCIENCES CORP. , a Nevada corporation (the “Company”),
and LINCOLN PARK CAPITAL FUND, LLC (the “Investor”). Terms used
herein and not otherwise defined shall have the meanings ascribed to them in the
Purchase Agreement. 

The undersigned, ___________,
______________ of the Company, hereby certifies as follows: 

1.     I am the _____________ of the
Company and make the statements contained in this Certificate; 

2.     The representations and warranties
of the Company are true and correct in all material respects (except to the
extent that any of such representations and warranties is already qualified as
to materiality in Section 4 of the Purchase Agreement, in which case, such
representations and warranties are true and correct without further
qualification) as of the date when made and as of the Commencement Date as
though made at that time (except for representations and warranties that speak
as of a specific date, in which case such representations and warranties are
true and correct as of such date); 

3.     The Company has performed, satisfied
and complied in all material respects with covenants, agreements and conditions
required by the Transaction Documents to be performed, satisfied or complied
with by the Company at or prior to the Commencement Date. 

4.     The Company has not taken any steps,
and does not currently expect to take any steps, to seek protection pursuant to
any Bankruptcy Law nor does the Company or any of its Subsidiaries have any
knowledge or reason to believe that its creditors intend to initiate involuntary
bankruptcy or insolvency proceedings.

IN WITNESS WHEREOF, I have hereunder
signed my name on this ___ day of ___________. 

______________________
Name:

Title: 

The undersigned as Secretary of
ANAVEX LIFE SCIENCES CORP., a Nevada corporation, hereby certifies that
___________ is the duly elected, appointed, qualified and acting ________ of
_________ and that the signature appearing above is his genuine signature. 

___________________________________
Secretary 

35 




EXHIBIT C 

FORM OF COMPANY RESOLUTIONS
FOR SIGNING PURCHASE
AGREEMENT 

UNANIMOUS WRITTEN CONSENT OF
ANAVEX LIFE SCIENCES
CORP.


In accordance with the corporate laws of the state of Nevada,
the undersigned, being all of the directors of ANAVEX LIFE SCIENCES
CORP., a Nevada corporation (the “Corporation”) do hereby consent to and
adopt the following resolutions as the action of the Board of Directors for and
on behalf of the Corporation and hereby direct that this Consent be filed with
the minutes of the proceedings of the Board of Directors: 

WHEREAS, there has been presented to the Board of Directors of
the Corporation a draft of the Purchase Agreement (the “Purchase Agreement”) by
and between the Corporation and Lincoln Park Capital Fund, LLC (“Lincoln Park”),
providing for the purchase by Lincoln Park of up to Fifty Million Dollars
($50,000,000) of the Corporation’s common stock, $0.001 par value per share (the
“Common Stock”); and 

WHEREAS, after careful consideration of the Purchase Agreement,
the documents incident thereto and other factors deemed relevant by the Board of
Directors, the Board of Directors has determined that it is advisable and in the
best interests of the Corporation to engage in the transactions contemplated by
the Purchase Agreement, including, but not limited to, the issuance of 179,598
shares of Common Stock to Lincoln Park as an initial commitment fee (the
“Initial Commitment Shares”) and the sale of shares of Common Stock to Lincoln
Park up to the available amount under the Purchase Agreement (the "Purchase
Shares"). 

Transaction Documents 

NOW, THEREFORE, BE IT RESOLVED, that the transactions described
in the Purchase Agreement are hereby approved and
________________________________________ (the “Authorized Officers”) are
severally authorized to execute and deliver the Purchase Agreement, and any
other agreements or documents contemplated thereby including, without
limitation, a registration rights agreement (the “Registration Rights
Agreement”) providing for the registration of the shares of the Company’s Common
Stock issuable in respect of the Purchase Agreement on behalf of the
Corporation, with such amendments, changes, additions and deletions as the
Authorized Officers may deem to be appropriate and approve on behalf of, the
Corporation, such approval to be conclusively evidenced by the signature of an
Authorized Officer thereon; and 

FURTHER RESOLVED, that the terms and provisions of the
Registration Rights Agreement by and among the Corporation and Lincoln Park are
hereby approved and the Authorized Officers are authorized to execute and
deliver the Registration Rights Agreement (pursuant to the terms of the Purchase
Agreement), with such amendments, changes, additions and deletions as the
Authorized Officer may deem appropriate and approve on behalf of, the
Corporation, such approval to be conclusively evidenced by the signature of an
Authorized Officer thereon; and 

FURTHER RESOLVED, that the terms and provisions of the forms of
Commencement Irrevocable Transfer Agent Instructions and Notice of Effectiveness
of Registration Statement (collectively, the “Instructions”) are hereby approved
and the Authorized Officers are authorized to execute and deliver the
Instructions on behalf of the Company in accordance with the Purchase Agreement, with such amendments, changes, additions and
deletions as the Authorized Officers may deem appropriate and approve on behalf
of, the Corporation, such approval to be conclusively evidenced by the signature
of an Authorized Officer thereon; and 

36 





Execution of Purchase Agreement 

FURTHER RESOLVED, that the Corporation be and it hereby is
authorized to execute the Purchase Agreement providing for the purchase of up to
Fifty Million Dollars ($50,000,000) of the Corporation’s common stock; and 

Issuance of Common Stock 

FURTHER RESOLVED, that the Corporation is hereby authorized to
issue to Lincoln Park Capital Fund, LLC, 179,598 shares of Common Stock as
Initial Commitment Shares and that upon issuance of the Initial Commitment
Shares pursuant to the Purchase Agreement the Initial Commitment Shares shall be
duly authorized, validly issued, fully paid and nonassessable with no personal
liability attaching to the ownership thereof; and 

FURTHER RESOLVED, that the Corporation is hereby authorized to
issue 89,799 shares of Common Stock (subject to equitable adjustment for any
reorganization, recapitalization, non-cash dividend, stock split or other
similar transaction) in connection with the purchase of Purchase Shares (the
“Additional Commitment Shares”) in accordance with the terms of the Purchase
Agreement and that, upon issuance of the Additional Commitment Shares pursuant
to the Purchase Agreement, the Additional Commitment Shares will be duly
authorized, validly issued, fully paid and nonassessable with no personal
liability attaching to the ownership thereof; and 

FURTHER RESOLVED, that the Corporation shall initially reserve
89,799 shares of Common Stock (subject to equitable adjustment for any
reorganization, recapitalization, non-cash dividend, stock split or other
similar transaction) for issuance as Additional Commitment Shares under the
Purchase Agreement; and 

FURTHER RESOLVED, that the Corporation is hereby authorized to
issue shares of Common Stock upon the purchase of Purchase Shares up to the
Available Amount under the Purchase Agreement in accordance with the terms of
the Purchase Agreement and that, upon issuance of the Purchase Shares pursuant
to the Purchase Agreement, the Purchase Shares will be duly authorized, validly
issued, fully paid and nonassessable with no personal liability attaching to the
ownership thereof; and 

FURTHER RESOLVED, that the Corporation shall initially reserve
_______________ shares of Common Stock for issuance as Purchase Shares under the
Purchase Agreement. 

Approval of Actions 

FURTHER RESOLVED, that, without limiting the foregoing, the
Authorized Officers are, and each of them hereby is, authorized and directed to
proceed on behalf of the Corporation and to take all such steps as deemed
necessary or appropriate, with the advice and assistance of counsel, to cause
the Corporation to consummate the agreements referred to herein and to perform
its obligations under such agreements; and 

FURTHER RESOLVED, that the Authorized Officers be, and each of
them hereby is, authorized, empowered and directed on behalf of and in the name
of the Corporation, to take or cause to be taken all such further actions and to
execute and deliver or cause to be executed and delivered all such further agreements, amendments, documents, certificates, reports,
schedules, applications, notices, letters and undertakings and to incur and pay
all such fees and expenses as in their judgment shall be necessary, proper or
desirable to carry into effect the purpose and intent of any and all of the
foregoing resolutions, and that all actions heretofore taken by any officer or
director of the Corporation in connection with the transactions contemplated by
the agreements described herein are hereby approved, ratified and confirmed in
all respects. 

37 





IN WITNESS WHEREOF, the Board of Directors has executed and
delivered this Consent effective as of __________, 2015. 

___________________________________

___________________________________

___________________________________

being all of the directors of ANAVEX LIFE SCIENCES
CORP.

38 




EXHIBIT D 

FORM OF SECRETARY’S CERTIFICATE 

This Secretary’s Certificate (“Certificate”) is being delivered
pursuant to Section 8(k) of that certain Purchase Agreement dated as of
October [___], 2015 (“Purchase Agreement”), by and between ANAVEX LIFE
SCIENCES CORP. , a Nevada corporation (the “Company”) and LINCOLN PARK
CAPITAL FUND, LLC (the “Investor”), pursuant to which the Company may sell
to the Investor up to Fifty Million Dollars ($50,000,000) of the Company's
Common Stock, $0.001 par value per share (the "Common Stock"). Terms used herein
and not otherwise defined shall have the meanings ascribed to them in the
Purchase Agreement. 

The undersigned, ____________, Secretary of the Company, hereby
certifies as follows: 

1.     I am the Secretary of the Company
and make the statements contained in this Secretary’s Certificate. 

2.     Attached hereto as Exhibit A
and Exhibit B are true, correct and complete copies of the Company’s
Bylaws (“Bylaws”) and Articles of Incorporation (“Charter”), in each case, as
amended through the date hereof, and no action has been taken by the Company,
its directors, officers or stockholders, in contemplation of the filing of any
further amendment relating to or affecting the Bylaws or Charter. 

3.     Attached hereto as Exhibit C
are true, correct and complete copies of the resolutions duly adopted by the
Board of Directors of the Company on _____________, at which a quorum was
present and acting throughout. Such resolutions have not been amended, modified
or rescinded and remain in full force and effect and such resolutions are the
only resolutions adopted by the Company’s Board of Directors, or any committee
thereof, or the stockholders of the Company relating to or affecting (i) the
entering into and performance of the Purchase Agreement, or the issuance,
offering and sale of the Purchase Shares and the Commitment Shares and (ii) and
the performance of the Company of its obligation under the Transaction Documents
as contemplated therein. 

4.     As of the date hereof, the
authorized, issued and reserved capital stock of the Company is as set forth on
Exhibit D hereto. 

IN WITNESS WHEREOF, I have hereunder signed my name on
this ___ day of ____________

___________________________________
              
     Secretary 

The undersigned as ___________ of ANAVEX LIFE SCIENCES
CORP., a Nevada corporation, hereby certifies that ____________ is the duly
elected, appointed, qualified and acting Secretary of _________, and that the
signature appearing above is his genuine signature. 

___________________________________


39 




EXHIBIT E 

FORM OF LETTER TO THE TRANSFER AGENT FOR THE ISSUANCE OF THE

COMMITMENTS SHARES AT SIGNING OF THE PURCHASE AGREEMENT 

[COMPANY LETTERHEAD] 

[DATE] 

[TRANSFER AGENT] 
__________________

__________________
__________________ 


Re: Issuance of Common Stock to Lincoln Park Capital Fund, LLC


Dear ________, 

On behalf of ANAVEX LIFE SCIENCES CORP. , (the
“Company”), you are hereby instructed to issue as soon as
possible a share certificate representing an aggregate of 179,598
shares of our common stock in the name of Lincoln Park Capital Fund,
LLC. The share certificate should be dated [DATE OF THE PURCHASE
AGREEMENT]. I have included a true and correct copy of a unanimous written
consent executed by all of the members of the Board of Directors of the Company
adopting resolutions approving the issuance of these shares. The share
certificate should bear the following restrictive legend: 

THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED
FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN
THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, UNLESS
SOLD PURSUANT TO: (1) RULE 144 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
(2) AN OPINION OF HOLDER’S COUNSEL, IN A CUSTOMARY FORM, THAT REGISTRATION IS
NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS. 

40 




The share certificate should be sent as soon as possible
via overnight mail to the following address: 

Lincoln Park Capital Fund, LLC 
440
North Wells, Suite 410 
Chicago, IL 60654 
Attention: Josh
Scheinfeld/Jonathan Cope 

Thank you very much for your help. Please call me at
______________ if you have any questions or need anything further. 

ANAVEX LIFE SCIENCES CORP.

	BY: _____________________________ 
	               
         [name] 
	               
         [title] 


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