Anavex Life Sciences Corp.: Exhibit 10.3 - Filed by newsfilecorp.com






THIS SHARES FOR SERVICE AND SUBSCRIPTION AGREEMENT RELATES
TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT
U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). 

NONE OF THE SECURITIES TO WHICH THIS SHARES FOR SERVICE AND
SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY
U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR
SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS
DEFINED IN REGULATION S OF THE 1933 ACT) EXCEPT IN ACCORDANCE WITH THE
PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE
CONDUCTED UNLESS IN ACCORDANCE WITH THE 1933 ACT.

SHARES FOR SERVICE AND SUBSCRIPTION AGREEMENT

          This
SHARES FOR SERVICE AND SUBSCRIPTION AGREEMENT (the “Agreement”) is made as of
November 26, 2010, by and between Anavex Life Sciences Corp. (the “Company”),
and Chimera Ltd., (“Chimera”).

RECITALS

         
WHEREAS:

     A.     
The Company is indebted to CHIMERA for past services , and, in consideration for
said services, (the “Services”), the Company agrees to pay CHIMERA US$10,000 or
a number of units of the Company. Each unit is valued at $3.35 and comprises of
one common share and 1⁄2 common share purchase warrant. Each full warrant and
$4.50 is required to purchase one share of the Company for a period of 24 months
from date of issue.

          NOW,
THEREFORE, the parties hereto agree as follows:

1.        Issuance of
the Shares

1.1      In consideration for the
Services provided to the Company under the Service Agreement, the Company hereby
agrees to grant to CHIMERA and CHIMERA hereby irrevocably subscribes for and
agrees to purchase 2,985 units, in full and final payment of the amount owed to
CHIMERA by the Company for services rendered. 

1.2      The Company agrees to issue
to CHIMERA a certificate representing the Shares as soon as practicable
following delivery by CHIMERA to the Company of a fully-executed copy of this
Agreement.

2.       
Acknowledgements of CHIMERA

2.1      CHIMERA acknowledges and
agrees that:

(a) none of the Shares have been
registered under the 1933 Act, or under any state securities or “blue sky” laws
of any state of the United States, and, unless so registered, may not be offered
or sold in the United States or, directly or indirectly, to U.S. Persons, as
that term is defined in Regulation S under the 1933 Act (“Regulation S”), except
in accordance with the provisions of Regulation S, pursuant to an effective
registration statement under the 1933 Act, or pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of the 1933
Act;

(c) the Company has not undertaken, and
will have no obligation, to register any of the Shares under the 1933 Act;




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(d) the decision to execute this
Agreement and acquire the Shares hereunder has not been based upon any oral or
written representation as to fact or otherwise made by or on behalf of the
Company, and such decision is based entirely upon a review of information (the
receipt of which is hereby acknowledged) which has been filed by the Company
with the United States Securities and Exchange Commission and in compliance, or
intended compliance, with applicable securities legislation (collectively, the
“Public Record”);

(e) no securities commission or similar
regulatory authority has reviewed or passed on the merits of the Shares;

(f) there is no government or other
insurance covering the Shares;

(g) CHIMERA and its advisor(s) have had
a reasonable opportunity to ask questions of and receive answers from the
Company in connection with the distribution of the Shares hereunder, and to
obtain additional information, to the extent possessed or obtainable without
unreasonable effort or expense, necessary to verify the accuracy of the
information about the Company;

(h) the books and records of the
Company were available upon reasonable notice for inspection, subject to certain
confidentiality restrictions, by CHIMERA during reasonable business hours at its
principal place of business, and all documents, records and books in connection
with the distribution of the Shares hereunder have been made available for
inspection by CHIMERA, its attorney and/or advisor(s);

(i) the Company is entitled to rely on
the representations, warranties, statements and answers of CHIMERA contained in
this Agreement;

(j) CHIMERA will indemnify and hold
harmless the Company and, where applicable, its directors, officers, employees,
agents, advisors and shareholders, from and against any and all loss, liability,
claim, damage and expense whatsoever (including, but not limited to, any and all
fees, costs and expenses whatsoever reasonably incurred in investigating,
preparing or defending against any claim, lawsuit, administrative proceeding or
investigation whether commenced or threatened) arising out of or based upon any
representation or warranty of CHIMERA contained herein or in any document
furnished by CHIMERA to the Company in connection herewith being untrue in any
material respect or any breach or failure by CHIMERA to comply with any covenant
or agreement made by CHIMERA to the Company in connection therewith;

(k) none of the Shares are listed on
any stock exchange or automated dealer quotation system and no representation
has been made to CHIMERA that any of the Shares will become listed on any stock
exchange or automated dealer quotation system; except that currently the common
shares of the Company are quoted for trading on the OTC Bulletin Board;

(l) offers and sales of any of the
Shares shall be made only in compliance with the registration provisions of the
1933 Act or an exemption therefrom;

(m) the Company will refuse to register
any transfer of the Shares not made in accordance with the provisions of
Regulation S, pursuant to an effective registration statement under the 1933 Act
or pursuant to an available exemption from the registration requirements of the
1933 Act; and,

(n) CHIMERA has been advised to consult
its own legal, tax and other advisors with respect to the merits and risks of an
investment in the Shares and with respect to applicable resale restrictions, and
it is solely responsible (and the Company is not in any way responsible) for
compliance with:

	 	(i) 	
      any applicable laws of the jurisdiction in which CHIMERA
      is resident in connection with the distribution of the Shares hereunder;
      and

	 	 	 
	 	(ii) 	
      applicable resale
restrictions.







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3.1      Representations,
Warranties and Covenants of CHIMERA

          CHIMERA
hereby represents and warrants to and covenants with the Company (which
representations, warranties and covenants shall survive the closing) that:

(a) it is not resident in the United
States;

(b) it has received and carefully read
this Agreement;

(c) it is duly incorporated and validly
subsisting under the laws of its jurisdiction of incorporation and all necessary
approvals by its directors, shareholders and others have been obtained to
authorize execution and performance of this Agreement on behalf of CHIMERA;

(d) it has the legal capacity and
competence to enter into and execute this Agreement and to take all actions
required pursuant hereto;

(e) it has duly executed and delivered
this Agreement and this Agreement constitutes a valid and binding agreement of
CHIMERA enforceable against CHIMERA;

(f) the entering into of this Agreement
and the transactions contemplated hereby do not result in the violation of any
of the terms and provisions of any law applicable to, or, if applicable, the
constating documents of, CHIMERA, or of any agreement, written or oral, to which
CHIMERA may be a party or by which CHIMERA is or may be bound;

(g) CHIMERA (i) has adequate net worth
and means of providing for its current financial needs and possible personal
contingencies, (ii) has no need for liquidity in this investment, and (iii) is
able to bear the economic risks of an investment in the Shares for an indefinite
period of time, and can afford the complete loss of such investment;

(h) CHIMERA is aware that an investment
in the Company is speculative and involves certain risks, including the possible
loss of the investment, and CHIMERA has carefully read and considered the
matters set forth under the caption “Risk Factors” appearing in the Company’s
most recent quarterly report on Form 10-QSB filed with the SEC;

(i) it has the requisite knowledge and
experience in financial and business matters as to be capable of evaluating the
merits and risks of the investment in the Shares and the Company;

(j) it understands and agrees that the
Company and others will rely upon the truth and accuracy of the
acknowledgements, representations and agreements contained in this Agreement,
and agrees that if any of such acknowledgements, representations and agreements
are no longer accurate or have been breached, it shall promptly notify the
Company;

(k) the acknowledgements,
representations and agreements contained in this Agreement are complete and
accurate and may be relied upon by the Company, and CHIMERA will notify the
Company immediately of any material change in any such information occurring
prior to the closing of the acquisition of the Shares;

(l) it is purchasing the Shares for its
own account for investment purposes only and not for the account of any other
person and not for distribution, assignment or resale to others, and no other
person has a direct or indirect beneficial interest in such Shares, and it has
not subdivided its interest in the Shares with any other person;

(m) it is not an underwriter of, or
dealer in, the common shares of the Company, nor is it participating, pursuant
to a contractual agreement or otherwise, in the distribution of the Shares;

(n) it has made an independent
examination and investigation of an investment in the Shares and the Company and
has depended on the advice of its legal and financial advisors and agrees that
the Company will not be responsible in anyway whatsoever for its decision to
invest in the Shares and the Company;




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(o) it is not aware of any
advertisement of any of the Shares and is not acquiring the Shares as a result
of any form of general solicitation or general advertising including
advertisements, articles, notices or other communications published in any
newspaper, magazine or similar media or broadcast over radio or television, or
any seminar or meeting whose attendees have been invited by general solicitation
or general advertising; and,

(p) no person has made to CHIMERA any
written or oral representations:

	 	(i) 	
      that any person will resell or repurchase any of the
      Shares;

	 	 	 
	 	(ii) 	
      that any person will refund the purchase price of any of
      the Shares; or,

	 	 	 
	 	(iii) 	
      as to the future price or value of any of the
    Shares.



3.2      In this Agreement, the term
“U.S. Person” shall have the meaning ascribed thereto in Regulation S and for
the purpose of the Agreement includes any person in the United States.

4.      
 Acknowledgement and Waiver

4.1      CHIMERA has acknowledged that
the decision to purchase the Shares was solely made on the basis of publicly
available information contained in the Public Record. CHIMERA hereby waives, to
the fullest extent permitted by law, any rights of withdrawal, rescission or
compensation for damages to which CHIMERA might be entitled in connection with
the distribution of any of the Shares.

5.        Legending of
Subject Shares

5.1      CHIMERA hereby acknowledges
that that upon the issuance thereof, and until such time as the same is no
longer required under the applicable securities laws and regulations, the
certificates representing any of the Shares will bear legends in substantially
the following forms:


	
      THESE SECURITIES WERE ISSUED IN AN OFFSHORE
      TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN)
      PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF
      1933, AS AMENDED (THE "1933 ACT"). ACCORDINGLY, NONE OF THESE SECURITIES
      HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE
      SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR
      SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S.
      PERSONS (AS DEFINED IN REGULATION S OF THE 1933 ACT) EXCEPT IN ACCORDANCE
      WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO
      AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT
      TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
      THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY
      IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION,
      HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED
      UNLESS IN ACCORDANCE WITH THE 1933 ACT.





5.2      CHIMERA hereby acknowledges
and agrees to the Company making a notation on its records or giving
instructions to the registrar and transfer agent of the Company in order to
implement the restrictions on transfer set forth and described in this
Agreement.

5.3      The Subscriber hereby
acknowledges and agrees that he has been advised by the Company to consult with
his own legal counsel or advisors to determine the resale restrictions that may
be applicable to him.

5.4      The Subscriber hereby
acknowledges, agrees and instructs that the certificates representing the Shares
will not bear legends relating to Canadian securities laws.




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6.      
 Costs

6.1      CHIMERA acknowledges and
agrees that all costs and expenses incurred by CHIMERA (including any fees and
disbursements of any special counsel retained by CHIMERA) relating to the
acquisition of the Shares shall be borne by CHIMERA.

7.        Governing
Law

7.1      This Agreement shall be
construed and enforced in accordance with and governed by the laws of the State
of Nevada, without reference to principles of conflicts or choice of law
thereof. Each of the parties consents and attorns to the jurisdiction of the
U.S. District Court in the State of Nevada.

8.       
Survival

8.1      This Agreement, including
without limitation the representations, warranties and covenants contained
herein, shall survive and continue in full force and effect and be binding upon
the parties hereto notwithstanding the completion of the purchase of the Shares
by CHIMERA pursuant hereto.

9.       
Assignment

9.1      This Agreement is not
transferable or assignable.

10.      Counterparts and
Electronic Means

10.1    This Agreement may be executed in
several counterparts, each of which will be deemed to be an original and all of
which will together constitute one and the same instrument. Delivery of an
executed copy of this Agreement by electronic facsimile transmission or other
means of electronic communication capable of producing a printed copy will be
deemed to be execution and delivery of this Agreement as of the date first above
written.

11.     
Severability

11.1    The invalidity or unenforceability of
any particular provision of this Agreement shall not affect or limit the
validity or enforceability of the remaining provisions of this Agreement.

12.      Entire
Agreement

12.1    Except as expressly provided in this
Agreement and in the agreements, instruments and other documents contemplated or
provided for herein, this Agreement contains the entire agreement between the
parties with respect to the subject matter hereof and there are no other terms,
conditions, representations or warranties, whether expressed, implied, oral or
written, by statute or common law, by the Company or by anyone else.

IN WITNESS WHEREOF the parties hereto have duly executed
this Agreement as of the date first above written.

	ANAVEX LIFE SCIENCES CORP. 	CHIMERA LTD. 
	 	 
	By: /s/ Harvey Lalach 	By: /s/ Sheena Arteaga 
	 	 
	Name: Harvey Lalach 	  
	Title: President