Exhibit 10.1


 


Execution Version


 


June 21, 2021


 


STRICTLY CONFIDENTIAL


 


Anavex Life Sciences Corp.


51 West 52nd Street, 7th Floor


New York, NY 10019


 


Attn: Christopher Missling, Ph.D., Chief Executive Officer


 


Dear Dr. Missling:


 


This letter agreement (this “Agreement”)
constitutes the agreement between Anavex Life Sciences Corp. (the “Company”) and H.C. Wainwright & Co., LLC (“Wainwright”),
that Wainwright shall serve as the exclusive agent, advisor or underwriter in any offering (each, an “Offering”) of
securities of the Company (the “Securities”) during the Term (as hereinafter defined) of this Agreement. The terms
of each Offering and the Securities issued in connection therewith shall be mutually agreed upon by the Company and Wainwright and nothing
herein implies that Wainwright would have the power or authority to bind the Company and nothing herein implies that the Company shall
have an obligation to issue any Securities. It is understood that Wainwright’s assistance in an Offering will be subject to the
satisfactory completion of such investigation and inquiry into the affairs of the Company as Wainwright deems appropriate under the circumstances
and to the receipt of all internal approvals of Wainwright in connection with an Offering. The Company expressly acknowledges and agrees
that Wainwright’s involvement in an Offering is strictly on a reasonable best efforts basis and that the consummation of an Offering
will be subject to, among other things, market conditions. The execution of this Agreement does not constitute a commitment by Wainwright
to purchase the Securities and does not ensure a successful Offering of the Securities or the success of Wainwright with respect to securing
any other financing on behalf of the Company. Wainwright may retain other brokers, dealers, agents or underwriters on its behalf in connection
with an Offering.


 


A.     Compensation;
Reimbursement. At the closing of each Offering (each, a “Closing”), the Company shall compensate Wainwright as
follows:


 


		1.	Cash Fee. The Company shall pay to Wainwright a cash fee, or as to
an underwritten Offering an underwriter discount, equal to 6.0% of the aggregate gross proceeds raised in each Offering (the “Cash
Fee”); provided, however, that the Company shall be entitled to allocate 1.0% of the aggregate gross proceeds raised in the
first Offering to Cantor Fitzgerald & Co. as an independent financial advisory fee. For the avoidance of doubt, Wainwright shall be
entitled to the entire Cash Fee that has not ultimately been allocated to such investment bank.



 


430 Park Avenue | New York,
New York 10022 | 212.356.0500 | www.hcwco.com

Member: FINRA/SIPC






    


     


    

 


		2.	Expense Allowance. Out of the proceeds of each Closing, the Company
also agrees to pay Wainwright $50,000 for non-accountable expenses; plus the additional amount payable by the Company pursuant to Paragraph
D.3 hereunder and, if applicable, the costs associated with the use of a third-party electronic road show service (such as NetRoadshow);
provided, however, that such amount in no way limits or impairs the indemnification and contribution provisions of this Agreement. 



 


B.      Term
and Termination of Engagement; Exclusivity. The term of Wainwright’s exclusive engagement will begin on the date hereof and
end seven (7) days thereafter (the “Term”). Notwithstanding anything to the contrary contained herein, the Company
agrees that the provisions relating to the payment of fees, reimbursement of expenses, indemnification and contribution, confidentiality,
conflicts, independent contractor and waiver of the right to trial by jury will survive any termination or expiration of this Agreement.
Notwithstanding anything to the contrary contained in this Agreement, in the event that an Offering pursuant to this Agreement shall not
be carried out for any reason whatsoever during the Term, the Company shall be obligated to pay to Wainwright its actual and accountable
out-of-pocket expenses related to an Offering (including the fees and disbursements of Wainwright’s legal counsel) and, if applicable,
for electronic road show service used in connection with an Offering. During Wainwright’s engagement hereunder: (i) the Company
will not, and will not permit its representatives to, other than in coordination with Wainwright, contact or solicit institutions, corporations
or other entities or individuals as potential purchasers of the Securities and (ii) the Company will not pursue any financing transaction
which would be in lieu of an Offering. Furthermore, the Company agrees that during Wainwright’s engagement hereunder, all inquiries
from prospective investors will be referred to Wainwright. Additionally, except as set forth hereunder, the Company represents, warrants
and covenants that no brokerage or finder’s fees or commissions are or will be payable by the Company or any subsidiary of the Company
to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other third-party with respect to
any Offering.


 


C.      Information;
Reliance. The Company shall furnish, or cause to be furnished, to Wainwright all information requested by Wainwright for the purpose
of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition,
the Company agrees to make available to Wainwright upon request from time to time the officers, directors, accountants, counsel and other
advisors of the Company. The Company recognizes and confirms that Wainwright (a) will use and rely on the Information, including any documents
provided to investors in each Offering (the “Offering Documents”) which shall include any Purchase Agreement (as defined
hereunder), and on information available from generally recognized public sources in performing the services contemplated by this Agreement
without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents
or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company.
Upon reasonable request, the Company will meet with Wainwright or its representatives to discuss all information relevant for disclosure
in the Offering Documents and will cooperate in any investigation undertaken by Wainwright thereof, including any document included or
incorporated by reference therein. At each Offering, at the request of Wainwright, the Company shall deliver such legal letters (including,
without limitation, negative assurance letters), opinions, comfort letters, officers’ and secretary certificates and good standing
certificates, all in form and substance satisfactory to Wainwright and its counsel as is customary for such Offering. Wainwright shall
be a third party beneficiary of any representations, warranties, covenants, closing conditions and closing deliverables made by the Company
in any Offering Documents, including representations, warranties, covenants, closing conditions and closing deliverables made to any investor
in an Offering.


 






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D.      Related
Agreements. At each Offering, the Company shall enter into the following additional agreements:


 


		1.	Underwritten Offering. If an Offering is an underwritten Offering,
the Company and Wainwright shall enter into a customary underwriting agreement in form and substance satisfactory to Wainwright and its
counsel.



 


		2.	Best Efforts Offering. If an Offering is on a best efforts basis,
the sale of Securities to the investors in the Offering will be evidenced by a purchase agreement (“Purchase Agreement”)
between the Company and such investors in a form reasonably satisfactory to the Company and Wainwright. Wainwright shall be a third party
beneficiary with respect to the representations, warranties, covenants, closing conditions and closing deliverables included in the Purchase
Agreement. Prior to the signing of any Purchase Agreement, officers of the Company with responsibility for financial affairs will be available
to answer inquiries from prospective investors.



 


		3.	Escrow, Settlement and Closing. If each Offering is not settled via
delivery versus payment (“DVP”), the Company and Wainwright shall enter into an escrow agreement with a third party
escrow agent pursuant to which Wainwright’s compensation and expenses shall be paid from the gross proceeds of the Securities sold.
If the Offering is settled in whole or in part via DVP, Wainwright shall arrange for its clearing agent to provide the funds to facilitate
such settlement; provided, however, if the clearing firm provides the funds in a best efforts offering and subsequent to such delivery
an investor fails to provide the necessary funds to the clearing agent for such purchase of Securities, Wainwright shall instruct the
clearing agent to promptly return any such Securities to the Company and the Company shall promptly return such investor’s purchase
price to the clearing agent. The Company shall pay Wainwright closing costs, which shall also include the reimbursement of the out-of-pocket
cost of the escrow agent or clearing agent, as applicable, which closing costs shall not exceed $15,950.



 


		4.	FINRA Amendments. Notwithstanding anything herein to the contrary,
in the event that Wainwright determines that any of the terms provided for hereunder shall not comply with a FINRA rule, including but
not limited to FINRA Rule 5110, then the Company shall agree to amend this Agreement (or include such revisions in the final underwriting
agreement) in writing upon the request of Wainwright to comply with any such rules; provided that any such amendments shall not provide
for terms that are less favorable to the Company than are reflected in this Agreement.



 






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E.      Confidentiality.
In the event of the consummation or public announcement of any Offering, Wainwright shall have the right to disclose its participation
in such Offering, including, without limitation, the Offering at its cost of “tombstone” advertisements in financial and other
newspapers and journals.


 


F.      Indemnity.


 


		1.	In connection with the Company’s engagement of Wainwright hereunder,
the Company hereby agrees to indemnify and hold harmless Wainwright and its affiliates, and the respective controlling persons, directors,
officers, members, shareholders, agents and employees of any of the foregoing (collectively the “Indemnified Persons”),
from and against any and all claims, actions, suits, proceedings (including those of shareholders), damages, liabilities and expenses
incurred by any of them (including the reasonable fees and expenses of counsel), as incurred, whether or not the Company is a party thereto
(collectively a “Claim”), that are (A) related to or arise out of (i) any actions taken or omitted to be taken (including
any untrue statements made or any statements omitted to be made) by the Company, or (ii) any actions taken or omitted to be taken by any
Indemnified Person in connection with the Company’s engagement of Wainwright, or (B) otherwise relate to or arise out of Wainwright’s
activities on the Company’s behalf under Wainwright’s engagement, and the Company shall reimburse any Indemnified Person for
all expenses (including the reasonable fees and expenses of counsel) as incurred by such Indemnified Person in connection with investigating,
preparing or defending any such claim, action, suit or proceeding, whether or not in connection with pending or threatened litigation
in which any Indemnified Person is a party. The Company will not, however, be responsible for any Claim that is finally judicially determined
to have resulted from the gross negligence or willful misconduct of any such Indemnified Person for such Claim. The Company further agrees
that no Indemnified Person shall have any liability to the Company for or in connection with the Company’s engagement of Wainwright
except for any Claim incurred by the Company as a result of such Indemnified Person’s gross negligence or willful misconduct.



 


		2.	The Company further agrees that it will not, without the prior written consent
of Wainwright, settle, compromise or consent to the entry of any judgment in any pending or threatened Claim in respect of which indemnification
may be sought hereunder (whether or not any Indemnified Person is an actual or potential party to such Claim), unless such settlement,
compromise or consent includes an unconditional, irrevocable release of each Indemnified Person from any and all liability arising out
of such Claim.



 






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		3.	Promptly upon receipt by an Indemnified Person of notice of any complaint
or the assertion or institution of any Claim with respect to which indemnification is being sought hereunder, such Indemnified Person
shall notify the Company in writing of such complaint or of such assertion or institution but failure to so notify the Company shall not
relieve the Company from any obligation it may have hereunder, except and only to the extent such failure results in the forfeiture by
the Company of substantial rights and defenses. If the Company is requested by such Indemnified Person, the Company will assume the defense
of such Claim, including the employment of counsel for such Indemnified Person and the payment of the fees and expenses of such counsel,
provided, however, that such counsel shall be satisfactory to the Indemnified Person and provided further that if the legal counsel to
such Indemnified Person reasonably determines that the use of counsel chosen by the Company to represent such Indemnified Person would
present such counsel with a conflict of interest or if the defendant in, or target of, any such Claim, includes an Indemnified Person
and the Company, and legal counsel to such Indemnified Person reasonably concludes that there may be legal defenses available to it or
other Indemnified Persons different from or in addition to those available to the Company, such Indemnified Person will employ its own
separate counsel (including local counsel, if necessary) to represent or defend him, her or it in any such Claim and the Company shall
pay the reasonable fees and expenses of such counsel. If such Indemnified Person does not request that the Company assume the defense
of such Claim, such Indemnified Person will employ its own separate counsel (including local counsel, if necessary) to represent or defend
him, her or it in any such Claim and the Company shall pay the reasonable fees and expenses of such counsel. Notwithstanding anything
herein to the contrary, if the Company fails timely or diligently to defend, contest, or otherwise protect against any Claim, the relevant
Indemnified Person shall have the right, but not the obligation, to defend, contest, compromise, settle, assert crossclaims, or counterclaims
or otherwise protect against the same, and shall be fully indemnified by the Company therefor, including without limitation, for the reasonable
fees and expenses of its counsel and all amounts paid as a result of such Claim or the compromise or settlement thereof. In addition,
with respect to any Claim in which the Company assumes the defense, the Indemnified Person shall have the right to participate in such
Claim and to retain his, her or its own counsel therefor at his, her or its own expense.



 


		4.	The Company agrees that if any indemnity sought by an Indemnified Person
hereunder is held by a court to be unavailable for any reason then (whether or not Wainwright is the Indemnified Person), the Company
and Wainwright shall contribute to the Claim for which such indemnity is held unavailable in such proportion as is appropriate to reflect
the relative benefits to the Company, on the one hand, and Wainwright on the other, in connection with Wainwright’s engagement referred
to above, subject to the limitation that in no event shall the amount of Wainwright’s contribution to such Claim exceed the amount
of fees actually received by Wainwright from the Company pursuant to Wainwright’s engagement. The Company hereby agrees that the
relative benefits to the Company, on the one hand, and Wainwright on the other, with respect to Wainwright’s engagement shall be
deemed to be in the same proportion as (a) the total value paid or proposed to be paid or received by the Company pursuant to the applicable
Offering (whether or not consummated) for which Wainwright is engaged to render services bears to (b) the fee paid or proposed to be paid
to Wainwright in connection with such engagement.



 






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		5.	The Company’s indemnity, reimbursement and contribution obligations
under this Agreement (a) shall be in addition to, and shall in no way limit or otherwise adversely affect any rights that any Indemnified
Person may have at law or at equity and (b) shall be effective whether or not the Company is at fault in any way.



 


G.      Limitation
of Engagement to the Company. The Company acknowledges that Wainwright has been retained only by the Company, that Wainwright is providing
services hereunder as an independent contractor (and not in any fiduciary or agency capacity) and that the Company’s engagement
of Wainwright is not deemed to be on behalf of, and is not intended to confer rights upon, any shareholder, owner or partner of the Company
or any other person not a party hereto as against Wainwright or any of its affiliates, or any of its or their respective officers, directors,
controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”)), employees or agents. Unless otherwise expressly agreed in writing by Wainwright, no one other
than the Company is authorized to rely upon this Agreement or any other statements or conduct of Wainwright, and no one other than the
Company is intended to be a beneficiary of this Agreement. The Company acknowledges that any recommendation or advice, written or oral,
given by Wainwright to the Company in connection with Wainwright’s engagement is intended solely for the benefit and use of the
Company’s management and directors in considering a possible Offering, and any such recommendation or advice is not on behalf of,
and shall not confer any rights or remedies upon, any other person or be used or relied upon for any other purpose. Wainwright shall not
have the authority to make any commitment binding on the Company. The Company, in its sole discretion, shall have the right to reject
any investor introduced to it by Wainwright.


 


H.      Limitation
of Wainwright’s Liability to the Company. Wainwright and the Company further agree that neither Wainwright nor any of its affiliates
or any of its or their respective officers, directors, controlling persons (within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act), employees or agents shall have any liability to the Company, its security holders or creditors, or any
person asserting claims on behalf of or in the right of the Company (whether direct or indirect, in contract, tort, for an act of negligence
or otherwise) for any losses, fees, damages, liabilities, costs, expenses or equitable relief arising out of or relating to this Agreement
or the services rendered hereunder, except for losses, fees, damages, liabilities, costs or expenses that arise out of or are based on
any action of or failure to act by Wainwright and that are finally judicially determined to have resulted solely from the gross negligence
or willful misconduct of Wainwright.


 






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I.       Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements
made and to be fully performed therein. Any disputes that arise under this Agreement, even after the termination of this Agreement, will
be heard only in the state or federal courts located in the City of New York, State of New York. The parties hereto expressly agree to
submit themselves to the jurisdiction of the foregoing courts in the City of New York, State of New York. The parties hereto expressly
waive any rights they may have to contest the jurisdiction, venue or authority of any court sitting in the City and State of New York.
In the event Wainwright or any Indemnified Person is successful in any action, or suit against the Company, arising out of or relating
to this Agreement, the final judgment or award entered shall be entitled to have and recover from the Company the costs and expenses incurred
in connection therewith, including its reasonable attorneys’ fees. Any rights to trial by jury with respect to any such action,
proceeding or suit are hereby waived by Wainwright and the Company.


 


J.       Notices.
All notices hereunder will be in writing and sent by certified mail, hand delivery, overnight delivery or e-mail, if sent to Wainwright,
at the address set forth on the first page hereof, e-mail: notices@hcwco.com, Attention: Head of Investment Banking, and if sent to the
Company, to the address set forth on the first page hereof, e-mail: _________________, Attention:
Chief Executive Officer. Notices sent by certified mail shall be deemed received five days thereafter, notices sent by hand delivery or
overnight delivery shall be deemed received on the date of the relevant written record of receipt, notices sent by e-mail shall be deemed
received as of the date and time they were sent.


 


K.      Conflicts.
The Company acknowledges that Wainwright and its affiliates may have and may continue to have investment banking and other relationships
with parties other than the Company pursuant to which Wainwright may acquire information of interest to the Company. Wainwright shall
have no obligation to disclose such information to the Company or to use such information in connection with any contemplated transaction.


 


L.      Anti-Money
Laundering. To help the United States government fight the funding of terrorism and money laundering, the federal laws of the United
States require all financial institutions to obtain, verify and record information that identifies each person with whom they do business.
This means Wainwright must ask the Company for certain identifying information, including a government-issued identification number (e.g.,
a U.S. taxpayer identification number) and such other information or documents that Wainwright considers appropriate to verify the Company’s
identity, such as certified articles of incorporation, a government-issued business license, a partnership agreement or a trust instrument.


 


M.     Miscellaneous.
The Company represents and warrants that it has all requisite power and authority to enter into and carry out the terms and provisions
of this Agreement and the execution, delivery and performance of this Agreement does not breach or conflict with any agreement, document
or instrument to which it is a party or bound. This Agreement shall not be modified or amended except in writing signed by Wainwright
and the Company. This Agreement shall be binding upon and inure to the benefit of both Wainwright and the Company and their respective
assigns, successors, and legal representatives. This Agreement constitutes the entire agreement of Wainwright and the Company with respect
to the subject matter hereof and supersedes any prior agreements with respect to the subject matter hereof. If any provision of this Agreement
is determined to be invalid or unenforceable in any respect, such determination will not affect such provision in any other respect, and
the remainder of the Agreement shall remain in full force and effect. This Agreement may be executed in counterparts (including electronic
counterparts), each of which shall be deemed an original but all of which together shall constitute one and the same instrument.


 


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In acknowledgment that the foregoing
correctly sets forth the understanding reached by Wainwright and the Company, please sign in the space provided below, whereupon this
letter shall constitute a binding Agreement as of the date indicated above.


 


	 	Very truly yours,
	 	 	 
	 	H.C. WAINWRIGHT & CO., LLC
	 	 	 
	 	By:	/s/ Mark W. Viklund
	 	Name:	/s/ Mark W. Viklund
	 	Title:	Chief Executive Officer
	 	Date:	June 21, 2021


 


	Accepted and Agreed:	 
	 	 	 
	ANAVEX LIFE SCIENCES CORP.	 
	 	 	 
	By:	/s/ Christopher Missling, PhD	 
	Name:	Christopher Missling, PhD	 
	Title:	Chief Executive Officer	 


 


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