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






EXHIBIT A

THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN
OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN)
PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). 

NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN
REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO
REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS 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 COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S.
PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. 

THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID 
AT 12:00
P.M. ON _______________.

SHARE PURCHASE WARRANTS TO PURCHASE SHARES OF COMMON STOCK
OF

ANAVEX LIFE SCIENCES CORP.

     THIS IS TO CERTIFY THAT
_________________________, (the “Holder”) of _______________ SHARE
PURCHASE WARRANTS, has the right to purchase, upon and subject to the terms and
conditions hereinafter referred to, up to ______ fully paid and non-assessable
shares of common stock (the “Shares”) in the capital of Anavex Life Sciences
Corp. (hereinafter called the “Company”) on or before 12:00 p.m. on
_______________ (the “Expiry Date”) at a price per Share of US$_______________
(the “Exercise Price”) on the terms and conditions attached hereto as Appendix A
(the “Terms and Conditions”).

	 	1. 	
      One warrant and the exercise price are required to
      purchase one share. This certificate represents _______________
      warrants.

	 	 	 
	 	2. 	
      These Warrants are issued subject to the Terms and
      Conditions, and the Warrant Holder may exercise the right to purchase
      Shares only in accordance with those Terms and Conditions.

	 	 	 
	 	3. 	
      Nothing contained herein or in the Terms and Conditions
      will confer any right upon the Holder hereof or any other person to
      subscribe for or purchase any Shares at any time subsequent to the Expiry
      Date, and from and after such time, this Warrant and all rights hereunder
      will be void and of no value.



     IN WITNESS WHEREOF the Company
has executed this Warrant Certificate this _____day of _______________,
2010.

ANAVEX LIFE SCIENCES CORP.

	Per: 		 
	 	Authorized Signatory 	 






APPENDIX A

TERMS AND CONDITIONS dated _______________ , 2010, attached to
the Warrants issued by Anavex Life Sciences Corp.

	1. 	
      INTERPRETATION

	 	 
	1.1 	
      Definitions



In these Terms and Conditions, unless there is something in the
subject matter or context inconsistent therewith:

	 	(a) 	
      “Company” means Anavex Life Sciences Corp. until a
      successor corporation will have become such as a result of consolidation,
      amalgamation or merger with or into any other corporation or corporations,
      or as a result of the conveyance or transfer of all or substantially all
      of the properties and estates of the Company as an entirety to any other
      corporation and thereafter “Company” will mean such successor
      corporation;

	 	 	 
	 	(b) 	
      “Company's Auditors” means an independent firm of
      accountants duly appointed as auditors of the Company;

	 	 	 
	 	(c) 	
      “Director” means a director of the Company for the time
      being, and reference, without more, to action by the directors means
      action by the directors of the Company as a Board, or whenever duly
      empowered, action by an executive committee of the Board;

	 	 	 
	 	(d) 	
      “herein”, “hereby” and similar expressions refer to these
      Terms and Conditions as the same may be amended or modified from time to
      time; and the expression “Article” and “Section,” followed by a number
      refer to the specified Article or Section of these Terms and
      Conditions;

	 	 	 
	 	(e) 	
      “person” means an individual, corporation, partnership,
      trustee or any unincorporated organization and words importing persons
      have a similar meaning;

	 	 	 
	 	(f) 	
      “shares” means the shares of common stock in the capital
      of the Company as constituted at the date hereof and any shares resulting
      from any subdivision or consolidation of the shares;

	 	 	 
	 	(g) 	
      “Warrant Holders” or “Holders” means the holders of the
      Warrants; and

	 	 	 
	 	(h) 	
      “Warrants” means the warrants of the Company issued and
      presently authorized and for the time being
outstanding.




	1.2 	Gender 


Words importing the singular number include the plural and vice
versa and words importing the masculine gender include the feminine and neuter
genders.

	1.3 	Interpretation not affected by Headings
    


The division of these Terms and Conditions into Articles and
Sections, and the insertion of headings are for convenience of reference only
and will not affect the construction or interpretation thereof.




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	1.4 	Applicable Law 


The Warrant and the terms hereof are governed by the laws of
the State of Nevada and the federal laws applicable therein. The Holder, in the
Holder’s personal or corporate capacity and, if applicable, on behalf of each
beneficial purchaser for whom the Holder is acting, irrevocably attorns to the
jurisdiction of the courts of the State of Nevada.

	2. 	
      ISSUE OF WARRANTS

	 	 
	2.1 	
      Additional Warrants



The Company may at any time and from time to time issue
additional warrants or grant options or similar rights to purchase shares of its
capital stock.

	2.2 	Warrants to Rank Pari
      Passu 


All Warrants and additional warrants, options or similar rights
to purchase shares from time to time issued or granted by the Company, will rank
pari passu whatever may be the actual dates of issue or grant thereof, or
of the dates of the certificates by which they are evidenced.

	2.3 	Issue in substitution for Lost Warrants
    



	 	(a) 	
      In case a Warrant becomes mutilated, lost, destroyed or
      stolen, the Company, at its discretion, may issue and deliver a new
      Warrant of like date and tenor as the one mutilated, lost, destroyed or
      stolen, in exchange for and in place of and upon cancellation of such
      mutilated Warrant, or in lieu of, and in substitution for such lost,
      destroyed or stolen Warrant and the substituted Warrant will be entitled
      to the benefit hereof and rank equally in accordance with its terms with
      all other Warrants issued or to be issued by the Company.

	 	 	 
	 	(b) 	
      The applicant for the issue of a new Warrant pursuant
      hereto will bear the cost of the issue thereof and in case of loss,
      destruction or theft furnish to the Company such evidence of ownership and
      of loss, destruction, or theft of the Warrant so lost, destroyed or stolen
      as will be satisfactory to the Company in its discretion and such
      applicant may also be required to furnish indemnity in amount and form
      satisfactory to the Company in its discretion, and will pay the reasonable
      charges of the Company in connection
therewith.




	2.4 	Warrant Holder Not a Shareholder
  


The holding of a Warrant will not constitute the Holder thereof
as a shareholder of the Company, nor entitle him to any right or interest in
respect thereof except as in the Warrant expressly provided.




- 3 -

	3. 	
      NOTICE

	 	 
	3.1 	
      Notice to Warrant Holder



Any notice required or permitted to be given to the Holder will
be in writing and may be given by prepaid registered post, electronic facsimile
transmission or other means of electronic communication capable of producing a
printed copy to the address of the Holder appearing on the Holder's Warrant or
to such other address as any Holder may specify by notice in writing to the
Company, and any such notice will be deemed to have been given and received by
the Holder to whom it was addressed if mailed, on the third day following the
mailing thereof, if by facsimile or other electronic communication, on
successful transmission, or, if delivered, on delivery; but if at the time or
mailing or between the time of mailing and the third business day thereafter
there is a strike, lockout, or other labor disturbance affecting postal service,
then the notice will not be effectively given until actually delivered.

	3.2 	Notice to the Company



Any notice required or permitted to be given to the Company
will be in writing and may be given by prepaid registered post, electronic
facsimile transmission or other means of electronic communication capable of
producing a printed copy to the address of the Company set forth below or such
other address as the Company may specify by notice in writing to the Holder, and
any such notice will be deemed to have been given and received by the Company to
whom it was addressed if mailed, on the third day following the mailing thereof,
if by facsimile or other electronic communication, on successful transmission,
or, if delivered, on delivery; but if at the time or mailing or between the time
of mailing and the third business day thereafter there is a strike, lockout, or
other labour disturbance affecting postal service, then the notice will not be
effectively given until actually delivered:

	 	Anavex Life Sciences Corp. 
	 	27 Marathonos Ave. 
	 	15351 Athens, Greece 
	 	  
	 	Attention: President 
	 	  
	 	Fax No. +1 250 764 9701




	4. 	
      EXERCISE OF WARRANTS

	 	 
	4.1 	
      Method of Exercise of
Warrants



The right to purchase shares conferred by the Warrants may be
exercised by the Holder surrendering the Warrant Certificate representing same,
with a duly completed and executed subscription in the form attached hereto and
a bank draft or certified check payable to the Company for the purchase price
applicable at the time of surrender in respect of the shares subscribed for in
lawful money of the United States of America, to the Company at the address set
forth in, or from time to time specified by the Company pursuant to, Section
3.2.




- 4 -

	4.2 	Effect of Exercise of Warrants
  



	 	(a) 	
      Upon surrender and payment as aforesaid the shares so
      subscribed for will be deemed to have been issued and such person or
      persons will be deemed to have become the Holder or Holders of record of
      such shares on the date of such surrender and payment, and such shares
      will be issued at the subscription price in effect on the date of such
      surrender and payment.

	 	 	 
	 	(b) 	
      Within ten business days after surrender and payment as
      aforesaid, the Company will forthwith cause to be delivered to the person
      or persons in whose name or names the shares so subscribed for are to be
      issued as specified in such subscription or mailed to him, her or them at
      his, her or their respective addresses specified in such subscription, a
      certificate or certificates for the appropriate number of shares not
      exceeding those which the Warrant Holder is entitled to purchase pursuant
      to the Warrant surrendered.




	4.3 	Subscription for Less Than Entitlement
    


The Holder of any Warrant may subscribe for and purchase a
number of shares less than the number which the Holder is entitled to purchase
pursuant to the surrendered Warrant. In the event of any purchase of a number of
shares less than the number which can be purchased pursuant to a Warrant, the
Holder thereof upon exercise thereof will in addition be entitled to receive a
new Warrant in respect of the balance of the shares which the Holder is entitled
to purchase pursuant to the surrendered Warrant and which are not then
purchased.

	4.4 	Warrants for Fractions of Shares
  


To the extent that the Holder of any Warrant is entitled to
receive on the exercise or partial exercise thereof a fraction of a share, such
right may be exercised in respect of such fraction only in combination with
another Warrant or other Warrants which in the aggregate entitle the Holder to
receive a whole number of such shares.

	4.5 	Expiration of Warrants



After the expiration of the period within which a Warrant is
exercisable, all rights thereunder will wholly cease and terminate and such
Warrant will be void and of no effect.

	4.6 	Time of Essence 


Time will be of the essence hereof.

	4.7 	Subscription Price 


Each Warrant is exercisable at a price per share (the “Exercise
Price”) of US$_____. One Warrant and the Exercise Price are required to
subscribe for each share during the term of the Warrants.

	4.8 	Adjustment of Exercise Price
  



	 	(a) 	
      The Exercise Price and the number of shares deliverable
      upon the exercise of the Warrants will be subject to adjustment in the
      event and in the manner following:







- 5 -

	 	(i) 	
      If and whenever the shares at any time outstanding are
      subdivided into a greater or consolidated into a lesser number of shares
      the Exercise Price will be decreased or increased proportionately as the
      case may be; upon any such subdivision or consolidation the number of
      shares deliverable upon the exercise of the Warrants will be increased or
      decreased proportionately as the case may be.

	 	 	 
	 	(ii) 	
      In case of any capital reorganization or of any
      reclassification of the capital of the Company or in the case of the
      consolidation, merger or amalgamation of the Company with or into any
      other Company (hereinafter collectively referred to as a
      “Reorganization”), each Warrant will after such Reorganization confer the
      right to purchase the number of shares or other securities of the Company
      (or of the Company's resulting from such Reorganization) which the Warrant
      Holder would have been entitled to upon Reorganization if the Warrant
      Holder had been a shareholder at the time of such
Reorganization.

	 	 	 
	 		
      In any such case, if necessary, appropriate adjustments
      will be made in the application of the provisions of this Article Four
      relating to the rights and interest thereafter of the Holders of the
      Warrants so that the provisions of this Article Four will be made
      applicable as nearly as reasonably possible to any shares or other
      securities deliverable after the Reorganization on the exercise of the
      Warrants.

	 	 	 
	 		
      The subdivision or consolidation of shares at any time
      outstanding into a greater or lesser number of shares (whether with or
      without par value) will not be deemed to be a Reorganization for the
      purposes of this clause 4.8(a)(ii).




	 	(b) 	
      The adjustments provided for in this Section 4.8 are
      cumulative and will become effective immediately after the record date or,
      if no record date is fixed, the effective date of the event which results
      in such adjustments.




	4.9 	Determination of Adjustments
  


If any questions will at any time arise with respect to the
Exercise Price or any adjustment provided for in Section 4.8, such questions
will be conclusively determined by the Company's Auditors, or, if they decline
to so act any other firm of certified public accountants in the United States of
America that the Company may designate and who will have access to all
appropriate records and such determination will be binding upon the Company and
the Holders of the Warrants.

	5. 	WAIVER OF CERTAIN RIGHTS AND IMMUNITY OF
      SHAREHOLDERS, ETC. 


The Warrant Holder, as part of the consideration for the issue
of the Warrants, waives and will not have any right, cause of action or remedy
now or hereafter existing in any jurisdiction against any past, present or
future incorporator, shareholder, director or officer (as such) of the Company
for the issue of shares pursuant to any Warrant or on any covenant, agreement,
representation or warranty by the Company herein contained or in the
Warrant.




- 6 -

	6. 	
      MODIFICATION OF TERMS, ETC.

	 	 
	6.1 	
      Modification of Terms and Conditions for Certain
      Purposes



From time to time the Company may, subject to the provisions of
these presents, modify the Terms and Conditions hereof, for the purpose of
correction or rectification of any ambiguities, defective provisions, errors or
omissions herein.

	6.2 	Warrants Not Transferable



The Warrant and all rights attached to it are not
transferable.

DATED as of the date first above written in these Terms and
Conditions.

	 	ANAVEX LIFE SCIENCES
      CORP. 
	 	 	  
	 	 	  
	 	Per: 	
	 	 	Authorized Signatory 






WARRANT EXERCISE FORM

	To: 	Anavex Life Sciences Corp. 
		 27 Marathonos Ave.  
		 15351 Athens,
  Greece  


The undersigned Holder of the within Warrants hereby subscribes
for ____________ shares of common stock (the “Shares”) of Anavex Life Sciences
Corp. (the “Company”) pursuant to the within Warrants at US$_____ per Share on
the terms specified in the said Warrants. This subscription is accompanied by a
certified check or bank draft payable to or to the order of the Company for the
whole amount of the purchase price of the Shares.

The undersigned represents that, at the time of the exercise of
these Warrants, all of the representations and warranties contained in Section 6
of the Subscription Agreement between the Company and the undersigned pursuant
to which these Warrants were issued are true and accurate.


	Please register the share certificates as follows:
  



	Registration Instructions 	 	Delivery Instructions 
	 	 	 
	 	 	 
	Name 	 	Name 
	 	 	 
	 	 	 
	Address 	 	Address 
	 	 	 
	 	 	 
	City 	 	City 
	 	 	 
	 	 	 
	Province or State & Postal Code or Zip 	 	Province or State & Postal Code or Zip
  
	 	 	 
	 	 	 
	  	 	Phone No. 


(Please print full name in which share certificates are to
be issued, stating whether Mr., Mrs. or Miss is applicable).

REPRESENTATIONS AND WARRANTIES

The undersigned is not a “U.S. person”, as such term is defined
in Regulation S as promulgated under the United States Securities Act of 1933,
at the time of the exercise of the Warrants.

LEGENDS

The certificates representing the shares acquired on the
exercise of the Warrants will bear a U.S. legend in substantially the following
form:


	
      THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN
      OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED
      HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF
      1933, AS AMENDED (THE "1933 ACT"). 








- 2 -


	
      NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN
      REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND,
      UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY,
      IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS 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
      COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS
      DEFINED BY REGULATION S UNDER THE 1933 ACT. 




DATED this ________day of __________________, ______.

	WITNESSED BY 	 	WARRANT HOLDER 
	 	 	 
	X 	 	X
  
	Signature 	 	Signature 
	 	 	 
	 	 	 
	Name (Please Print) 	 	Name (Please Print) 
	 	 	 
	 	 	 
	Address 	 	Address 
	 	 	 
	 	 	 
	City 	 	City 
	 	 	 
	 	 	 
	Province or State & Postal Code or Zip 	 	Province or State & Postal Code or Zip
  


INSTRUCTIONS FOR SUBSCRIPTION

The signature to the subscription must correspond in every
particular with the name written upon the face of the Warrant without alteration
or enlargement or any change whatever. If there is more than one subscriber, all
must sign. In the case of persons signing by agent or attorney or by personal
representative(s), the authority of such agent, attorney or representative(s) to
sign must be proven to the satisfaction of the Company. If the Warrant
certificate and the form of subscription are being forwarded by mail, registered
mail must be employed.