Anavex Life Sciences Corp.: Exhibit 10.87 - Filed by newsfilecorp.com






 

	SUBJECT TO MAXIM GROUP COMMITMENT COMMITTEE APPROVAL
  



	February 5, 2014 
	  
	Christopher U. Missling, Ph.D. 
	President & Chief Executive Officer 
	Anavex Life Sciences Corp. 
	51 W. 52nd Street 
	7th Floor 
	New York, NY 10019 
	  
	RE: Private Placement of Securities 
	  
	Dear Christopher: 


     This letter confirms our
agreement that Anavex Life Sciences Corp. (collectively with its owned or
controlled subsidiaries, the “Company”) has engaged Maxim Group LLC
(together with its affiliates and subsidiaries, the “Placement Agent”) to
act as the Company’s exclusive Placement Agent in connection with the Company’s
proposed private placement (the “Offering”) of equity, equity-linked or
debt securities (the “Securities”) of the Company. The precise terms of
the Securities and the gross proceeds of such Offering will be negotiated
between the Placement Agent and the Company with one or more Investors (as
defined below), it being understood that the net proceeds of the Offering will
be up to $6.0 million. 

     Upon acceptance (indicated by
your signature below), this letter agreement (the “Agreement” or
“Engagement Letter”) will confirm the terms of the engagement between the
Placement Agent and the Company on the terms and conditions set forth herein.


1. Appointment. 

     (a) Subject to the terms and
conditions of this Agreement, the Company hereby retains the Placement Agent,
and the Placement Agent hereby agrees to act, as the Company’s exclusive
Placement Agent in connection with the Offering. As Placement Agent for the
Offering, the Placement Agent will advise and assist the Company in identifying
one or more investors that are “accredited” within the meaning of the U.S.
federal securities laws (“Investors”) to participate in the Offering. The
Company acknowledges and agrees that the Placement Agent is only required to use
its “commercially reasonable efforts” in connection with it’s activities
hereunder and that this Agreement does not constitute a legal or binding
commitment by the Placement Agent to purchase the Securities or introduce the
Company to Investors, nor does this Agreement constitute a representation or
warranty on the part of the Placement Agent that any Offering will be
consummated. The Placement Agent will, in its sole discretion, determine the
reasonableness of its efforts, and is under no obligation to perform at any
level other than what it deems reasonable. The Company retains the right to
determine all of the terms and conditions of the Offering and to accept or
reject any proposals submitted to it by the Placement Agent in its sole and
absolute discretion. 

	Members FINRA & SIPC 
	405 Lexington Ave. • New York, NY 10 174 • tel: (212)
      895• 3500 • (800) 724-0761 • fax: (2 12) 895-3783 • www maxjmgrp.com

	New York, NY • Long Island, NY • Red Bank, NJ
  







	Anavex Life Sciences Corp. 	
	February 5, 2014 
	Page 2 of 13 

 

     (b) In furtherance of the
Company’s agreement that the Placement Agent’s retention hereunder shall be
exclusive, during the Term (as such term is hereinafter defined), neither the
Company nor any of its officers, directors, employees, subsidiaries, affiliates,
agents or representatives (“Representatives”) will, directly or
indirectly, solicit or otherwise encourage the submission of any proposal or
offer (“Investment Proposal”) from any person or entity relating to any
issuance of the Company’s or any of its subsidiaries’ equity or equity-linked
securities (including warrants and debt securities with any equity feature) or
participate in any discussions regarding an Investment Proposal except for those
investors specifically enumerated on Schedule B. The term “Investment Proposal”
shall not include (i) any investment in the equity securities of any other
entity, and (ii) any transaction or agreement with one or more persons, firms or
entities designated as a “strategic partner” of the Company, as determined in
good faith by the Board of Directors of the Company, provided that each such
person, firm or entity is, itself or through its subsidiaries, an operating
company in a business synergistic with the business of the Company and in which
the Company receives 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 one or more persons or entities whose
primary business is investing in securities. The Company will immediately cease
all contacts, discussions and negotiations with third parties regarding any
Investment Proposal and, during the Term, will promptly inform that Placement
Agent of any unsolicited Investment Proposals received by the Company or its
Representatives. 

2. Information. 

     (a) The Company recognizes that,
in completing its engagement hereunder, the Placement Agent will be using and
relying on both publicly available information and on data, material and other
information (including non-public information) furnished to Placement Agent by
the Company or its Representatives. The Company will cooperate with the
Placement Agent and furnish, and cause to be furnished, to the Placement Agent,
any and all information and data concerning the Company, its business, financial
condition and plans for the Offering that the Placement Agent deems appropriate
(including, without limitation, the Company’s strategic, business, growth,
acquisition and/or merger plans and plans for raising capital or additional
financing) that is reasonably requested by the Placement Agent (the
“Information”), including a Private Placement Memorandum to be used in
connection with the Offering, if deemed appropriate by the Placement Agent
(collectively, the “Private Placement Materials”). Any Information and
Private Placement Materials forwarded to prospective Investors will be in form
acceptable to Placement Agent and its counsel. The Company represents and
warrants that all Information and Private Placement Materials, including, but
not limited to, the Company’s financial statements, will be complete and correct
in all material respects and will not contain any untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements
therein not misleading. 

     (b) It is further agreed that the
Placement Agent will conduct a due diligence investigation of the Company and
the Company will cooperate with such investigation as a condition of the Placement Agent’s participation in the
Offering. The Company recognizes and confirms that the Placement Agent: (i) will
use and rely primarily on the Information, the Private Placement Materials and
information available from generally recognized public sources in performing the
services contemplated by this letter without having independently verified the
same; (ii) is authorized as the Placement Agent to transmit to any prospective
investors a copy or copies of the Private Placement Materials, forms of
subscription documents and any other legal documentation supplied to the
Placement Agent for transmission to any prospective investors by or on behalf of
the Company or by any of the Company’s officers, representatives or agents, in
connection with the performance of the Placement Agent’s services hereunder or
any transaction contemplated hereby; (iii) does not assume responsibility for
the accuracy or completeness of the Information or the Private Placement
Materials and such other information, if any provided to the Investors; (iv)
will not make an appraisal of any assets of the Company or the Company
generally; and (v) retains the right to continue to perform due diligence of the
Company, its business and its officers and directors during the course of the
engagement. 

	Members FINRA & SIPC 
	405 Lexington Ave. • New York, NY 10 174 • tel: (212)
      895· 3500 • (800) 724-0761 • fax: (2 12) 895-3783 • www maxjmgrp.com

	New York, NY • Long Island, NY • Red Bank, NJ
  







	Anavex Life Sciences Corp. 	
	February 5, 2014 
	Page 3 of 13 


     (c) Until the date that is one
year from the date hereof, the Placement Agent will keep all information
obtained from the Company confidential except: (i) Information which is
otherwise publicly available, or previously known to or obtained by, the
Placement Agent independently of the Company and without breach of any of the
Placement Agent’s agreements with the Company; (ii) the Placement Agent may
disclose such information to its officers, directors, employees, agents and
representatives, and to its other advisors and financial sources on a need to
know basis only and will ensure that all such persons will keep such information
strictly confidential. No such obligation of confidentiality shall apply to
information that: (i) is in the public domain as of the date hereof or hereafter
enters the public domain without a breach by the Placement Agent, (ii) was known
or became known by the Placement Agent prior to the Company’s disclosure thereof
to the Placement Agent, (iii) becomes known to the Placement Agent from a source
other than the Company, and other than by the breach of an obligation of
confidentiality owed to the Company, (iv) is disclosed by the Company to a third
party without restrictions on its disclosure, (v) is independently developed by
the Placement Agent or (vi) is required to be disclosed by the Placement Agent
or its officers, directors, employees, agents, attorneys and to its other
advisors and financial sources, pursuant to any order of a court of competent
jurisdiction or other governmental body or as may otherwise be required by law.


     (d) The Company recognizes that
in order for the Placement Agent to perform properly its obligations in a
professional manner, the Company will keep the Placement Agent informed of and,
to the extent practicable, permit the Placement Agent to participate in meetings
and discussions between the Company and any third party relating to the matters
covered by the terms of the Placement Agent ‘ engagement. If at any time during
the course of the Placement Agent’s engagement, the Company becomes aware of any
material change in any of the information previously furnished to the Placement
Agent, it will promptly advise the Placement Agent of the change. 

     (e) The Offering shall be
conditioned upon, among other things, the following: 

          (i)
Satisfactory completion by the Placement Agent of its due diligence
investigation and analysis of: (a) the Company’s arrangements with its officers,
directors, employees, affiliates, customers and suppliers, (b) the audited
historical financial statements of the Company, and (c) the Company’s projected
financial results for the fiscal years ending September 30, 2014 through 2016; 

	Members FINRA & SIPC 
	405 Lexington Ave. • New York, NY 10 174 • tel: (212)
      895· 3500 • (800) 724-0761 • fax: (2 12) 895-3783 • www maxjmgrp.com

	New York, NY • Long Island, NY • Red Bank, NJ
  







	Anavex Life Sciences Corp. 	
	February 5, 2014 
	Page 4 of 13 


          (ii) The
Company retaining, or continuing to retain, a firm nationally recognized in the
U.S. of independent PCAOB registered public accountants acceptable to the
Placement Agent, which will have responsibility for the preparation of the
financial statements and the financial exhibits, if any, to be included in the
Private Placement Materials, and will continue to engage accountants of
comparable quality (as may be determined by the Company’s Board of Directors or
audit committee) for a period of at least three (3) years after the initial
Closing (as defined below); and 

          (iii)
The Company retaining a transfer agent for the Company’s common equity
reasonably acceptable to the Placement Agent and continuing to retain a
competent transfer agent for a period of three (3) years after the initial
Closing. 

          (iv) The
terms of this Agreement and the Offering shall not create a breach of, or
conflict with, any terms of the Company’s agreements with Lincoln Park Capital
Fund, LLC, or the terms of any agreements by and among the Company and any
investors that participated in the Company’s private placement transaction that
closed on or about July 5, 2013. 

3. Compensation. As compensation
for services rendered and to be rendered hereunder by Placement Agent, the
Company agrees to provide the Placement Agent with the following: 

     (a) The Company agrees to pay the
Placement Agent a cash fee payable upon each closing of the Offering (each, a
“Closing”) equal to seven percent (7.0%) of the gross proceeds received
by the Company at each Closing (the “Maxim Investor Placement Fee”);
provided, however, that the Company agrees to pay the Placement Agent a reduced
cash fee payable upon each Closing equal to two percent (2.0%) of the gross
proceeds received by the Company at each Closing from those investors listed in
Exhibit B (the “Reduced Placement Fee” (the Maxim Investor Placement Fee
and the Reduced Placement Fee are collectively referred to as the “Placement
Fee”). 

     (b) Upon the execution of this
Agreement, the Company shall provide the Placement Agent’s legal counsel with a
$5,000 cash payment (by check or wire transfer of immediately available funds)
as an advance (the “Expense Advance”) to be applied towards the fees and
disbursements of the Placement Agent’s legal counsel in connection with the
Offering. In the event this Agreement is not completed within the term set forth
in Section 4, the Placement Agent will be entitled to reimbursement of its
reasonable actual, out-of-pocket accountable expenses as pre-approved in writing
by the Company (including legal fees and expenses) incurred by the Placement
Agent in connection with the Offering. The Placement Agent shall be obligated to
refund any portion of the Expense Advance that has not been utilized for the
payment of such expenses. 

     (c) The Company shall, at the
Closing, grant to the Placement Agent (or its designated affiliates) securities
purchase warrants (the “Warrants”) covering a number of shares of the
Company’s common stock equal to three percent (3.0%) of the total number of
shares of the Company’s common stock underlying the Securities being sold
and/or issued in the Offering, such total not including those shares of common
stock underlying Securities being sold and/or issued to the parties listed on
Schedule B; provided, however, that no Warrants shall be issued to the Placement
Agent for warrants issued to investors in connection with the Offering. The
Warrants will be non-exercisable for six (6) months after the date of the
Closing and will be exercisable and expire five (5) years after the Closing. The
Warrants will be exercisable at the same price as the warrants offered in
connection with the Offering. The Warrants shall not be redeemable. To the
extent that the Investors are granted registration rights with respect their
Securities (or components thereof), the Company will granted identical rights to
the Placement Agent with respect to the Securities underlying the Warrants. The
Warrants may not be transferred, assigned or hypothecated for a period of six
(6) months following the Closing, except that they be assigned, in whole or in
part, to any successor, officer, manager or member of the Placement Agent (or to
officers, managers or member of any such successor of member). The Warrants may
be exercised in whole or in part, shall provide for “cashless” exercise, and
shall provide for customary anti- dilution and price protection. 

	Members FINRA & SIPC 
	405 Lexington Ave. • New York, NY 10 174 • tel: (212)
      895· 3500 • (800) 724-0761 • fax: (2 12) 895-3783 • www maxjmgrp.com

	New York, NY • Long Island, NY • Red Bank, NJ
  







	Anavex Life Sciences Corp. 	
	February 5, 2014 
	Page 5 of 13 


     (d) (d) In addition to any fees
payable to the Placement Agent hereunder, subject to the provisions of Section
3(c), the Company shall promptly upon request from time to time and at each
Closing reimburse the Placement Agent for all reasonable expenses (including,
without limitation, fees and disbursements of the Placement Agent’s legal
counsel and all travel and other out-of-pocket expenses) that have been
preapproved in writing by the Company and incurred by the Placement Agent in
connection with its engagement hereunder; provided, however, that, (i) in the
event that the Offering raises gross proceeds of greater than $3.0 million in
connection with the Placement Agent’s efforts under this Agreement, the
reimbursement by the Company of the fees and disbursements of the Placement
Agent’s legal counsel up to $30,000 in connection with the Offering shall not
require written pre-approval by the Company; (ii) in the event that the Offering
raises gross proceeds of $3.0 million or less in connection with the Placement
Agent’s efforts under this Agreement, the reimbursement by the Company of the
fees and disbursements of the Placement Agent’s legal counsel up to $15,000 in
connection with the Offering shall not require written pre-approval by the
Company; and (iii) in no event shall the fees and disbursements of the Placement
Agent’s legal counsel to be reimbursed by the Company exceed $30,000. The $5,000
cash payment delivered by the Company under Section 3(b) above shall be credited
to such $15,000 or $30,000 amounts referenced in the preceding sentence. 

     (e) The Company shall assist and
cooperate with the Placement Agent in effecting a filing with respect to a
resale registration statement to be filed in connection with the Offering (an
“Issuer Filing”) with the Financial Industry Regulatory Authority
(“FINRA”) Corporate Financing Department pursuant to FINRA Rule 5110, and
the Company shall pay the filing fee required by such Issuer Filing and the fees
and expenses of counsel, selected by the Company, in connection with the Issuer
Filing and clearing such filing with FINRA. The Company shall assist the
Placement Agent in pursuing the Issuer Filing until FINRA issues a letter
confirming that it does not object to the terms of the Offering contemplated by
the resale registration statement. 

	Members FINRA & SIPC 
	405 Lexington Ave. • New York, NY 10 174 • tel: (212)
      895· 3500 • (800) 724-0761 • fax: (2 12) 895-3783 • www maxjmgrp.com

	New York, NY • Long Island, NY • Red Bank, NJ
  







	Anavex Life Sciences Corp. 	
	February 5, 2014 
	Page 6 of 13 


4. Term of Engagement. 

     (a) This Agreement will remain in
effect until February 28, 2014, after which either party shall have the right to
terminate it on fourteen (14) calendar days prior written notice to the other.
The date of termination of this Agreement is refined to herein from time to time
as the “Termination Date.” The period of time during which this Agreement
remains in effect is refined to herein from time to time as the “Term”. In the
event, however in the course of the Placement Agent ‘s performance of due
diligence it deems it necessary to terminate the engagement, the Placement Agent
may do so prior to the termination date and upon immediate written notice. If,
within nine (9) months after the Termination Date, the Company completes any
private financing of equity, equity-linked or debt or other capital raising
activity of the Company (other than the exercise by any person or entity of any
options, wan-ants or other convertible securities other than the wan-ants issued
pursuant to this Agreement) with any affiliates of Sabby Capital, Brio Capital,
Cranshire Capital or any of the Investors that Maxim directly arranged a meeting
(either in-person or telephonic) with the Company during the Term in connection
with the financing contemplated hereby by the Placement Agent, the Company will
pay to the Placement Agent upon the closing of such financing the compensation
set forth in Sections 3(a) and 3(c). 

     (b) Notwithstanding anything
herein to the contrary, subject to the nine (9) months limitation described in
Section 4(a) above, the obligation to pay the compensation and expenses
described in Section 3, this Section 4, Sections 6 and 8-15 and all of Exhibit A
attached, hereto (the terms of which are incorporated by reference hereto), will
survive any termination or expiration of this Agreement. The termination of this
Agreement shall not affect the Company’s obligation to pay fees to the extent
provided for in Section 3 herein and shall not affect the Company’s obligation
to reimburse the expenses accruing prior to such termination to the extent
provided for herein. All such fees and reimbursements due shall be paid to the
Placement Agent on or before the Termination Date (in the event such fees and
reimbursements are earned or owed as of the Termination Date) or upon the
closing of the Offering or any applicable portion thereof (in the event such
fees are due pursuant to the terms of Section 3 hereof). 

5. Certain Placement Procedures.
The Company and the Placement Agent each represents to the other that it has not
taken, and the Company and the Placement Agent each agrees with the other that
it will not take any action, directly or indirectly, so as to cause the Offering
to fail to be entitled to rely upon the exemption from registration afforded by
Section 4(2) of the Securities Act of 1933, as amended (the “Act”). In effecting
the Offering, the Company and the Placement Agent each agrees to comply in all
material respects with applicable provisions of the Act and any regulations
thereunder and any applicable laws, rules, regulations and requirements
(including, without limitation, all U.S. state Jaw and all national, provincial,
city or other legal requirements any applicable foreign jurisdictions). The
Company agrees that any representations and warranties made by it to any
Investor in the Offering shall be deemed also to be made to the Placement Agent
for its benefit. The Company agrees that it shall cause any opinion of its
counsel delivered to any Investors in the Offering also to be addressed and
delivered to the Placement Agent, or to cause such counsel to deliver to the
Placement Agent a letter authorizing it to rely upon such opinion. 

	Members FINRA & SIPC 
	405 Lexington Ave. • New York, NY 10 174 • tel: (212)
      895· 3500 • (800) 724-0761 • fax: (2 12) 895-3783 • www maxjmgrp.com

	New York, NY • Long Island, NY • Red Bank, NJ
  







	Anavex Life Sciences Corp. 	
	February 5, 2014 
	Page 7 of 13 


6. Indemnification. The Company
agrees to indemnify Placement Agent in accordance with the indemnification and
other provisions attached to the Agreement as Exhibit A (the “Indemnification
Provisions”), which provisions are incorporated herein by reference and
shall survive the termination or expiration of the Agreement. 

7. Other Activities. The Company
acknowledges that the Placement Agent has been, and may in the future be,
engaged to provide services as an underwriter, placement agent, finder, advisor
and investment banker to other companies in the industry in which the Company is
involved. Subject to the confidentiality provisions of the Placement Agent
contained in Section 2 hereof, the Company acknowledges and agrees that nothing
contained in this Agreement shall limit or restrict the right of the Placement
Agent or of any member, manager, officer, employee, agent or representative of
the Placement Agent, to be a member, manager, partner, officer, director,
employee, agent or representative of, investor in, or to engage in, any other
business, whether or not of a similar nature to the Company’s business, nor to
limit or restrict the right of the Placement Agent to render services of any
kind to any other corporation, firm, individual or association; provided that
the Placement Agent and any of its member, manager, officer, employee, agent or
representative shall not use the Information to the detriment of the Company.
the Placement Agent may, but shall not be required to, present opportunities to
the Company. 

8. Governing Law; Jurisdiction; Waiver of
Jury Trial. This Agreement will be governed as to validity,
interpretation, construction, effect and in all other respects by the internal
law of the State of New York. The Company and the Placement Agent each (i) agree
that any legal suit, action or proceeding arising out of or relating to this
Agreement shall be instituted exclusively in the New York State Supreme Court,
County of New York, or in the United States District Court for the Southern
District of New York, (ii) waives any objection to the venue of any such suit,
action or proceeding, and the right to assert that such forum is an inconvenient
forum, and (iii) irrevocably consents to the jurisdiction of the New York State
Supreme Court, County of New York, and the United States District Court for the
Southern District of New York in any such suit, action or proceeding. Each of
the Company and the Placement Agent further agrees to accept and acknowledge
service of any and all process that may be served in any such suit, action or
proceeding in the New York State Supreme Court, County of New York, or in the
United States District Court for the Southern District of New York and agree
that service of process upon it mailed by certified mail to its address shall be
deemed in every respect effective service of process in any such suit, action or
proceeding. The parties hereby expressly waive all rights to trial by jury in
any suit, action or proceeding arising under this Agreement. 

9. Securities and Other Law
Compliance. The Company, at its own expense, will use its best efforts
to obtain any registration, qualification or approval required to sell any
Securities under the Jaws (including U.S. state “blue sky” laws) of any
applicable jurisdictions. 

10. Representations and Warranties.
The Company and the Placement Agent each respectively represent and warrant
that: (a) it has full right, power and authority to enter into this Agreement
and to perform all of its obligations hereunder; (b) this Agreement has been
duly authorized and executed and constitutes a legal, valid and binding
agreement of such party enforceable in accordance with its terms; and (c) the
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby does not conflict with or result in a breach of (i) such party’s certificate of incorporation or
by-laws or (ii) any agreement to which such party is a party or by which any of
its property or assets is bound. 

	Members FINRA & SIPC 
	405 Lexington Ave. • New York, NY 10 174 • tel: (212)
      895· 3500 • (800) 724-0761 • fax: (2 12) 895-3783 • www maxjmgrp.com

	New York, NY • Long Island, NY • Red Bank, NJ
  







	Anavex Life Sciences Corp. 	
	February 5, 2014 
	Page 8 of 13 


11. Parties; Assignment; Independent
Contractor; No Tax Advice. This Agreement has been and is made solely
for the benefit of the Placement Agent and the Company and each of the persons,
agents, employees, officers, directors and controlling persons referred to in
Exhibit A and their respective heirs, executors, personal representatives,
successors and assigns, and nothing contained in this Agreement will confer any
rights upon, nor will this Agreement be construed to create any rights in, any
person who is not party to such Agreement, other than as set forth in this
section. The rights and obligations of either party under this Agreement may not
be assigned without the prior written consent of the other party hereto and any
other purported assignment will be null and void. The Placement Agent has been
retained under this Agreement as an independent contractor, and it is understood
and agreed that this Agreement does not create a fiduciary relationship between
the Placement Agent and the Company or their respective Boards of Directors. The
Placement Agent shall not be considered to be the agent of the Company for any
purpose whatsoever and the Placement Agent is not granted any right or authority
to assume or create any obligation or liability, express or implied, on the
Company’s behalf, or to bind the Company in any manner whatsoever. The Company
acknowledges that the Placement Agent does not provide accounting, tax or legal
advice. The Company is authorized, however, subject to applicable law, to
disclose any and all aspects of the Offering that are necessary to support any
U.S. federal income tax benefits expected to be claimed with respect to such
transaction, and all materials of any kind (including tax opinions and other tax
analyses) related to those benefits. 

12. Validity. In case any term of
this Agreement will be held invalid, illegal or unenforceable, in whole or in
part, the validity of any of the other terms of this Agreement will not in any
way be affected thereby. 

13. Counterparts. This Agreement
may be executed in counterparts and each of such counterparts will for all
purposes be deemed to be an original, and such counterparts will together
constitute one and the same instrument. 

14. Notices. All notices will be in
writing and will be effective when delivered in person or sent via facsimile and
confirmed by letter, to the party to whom it is addressed at the following
addresses or such other address as such party may advise the other in writing:


	To the Company: 	Anavex Life Sciences Corp. 
	  	  
	  	51 W. 52nd Street 
	  	7th Floor 
	  	New York, NY 10019 
	  	Attention: Christopher Missling, Ph.D. 
	  	Telephone: (212) 332-4449 
	  	  




	Members FINRA & SIPC 
	405 Lexington Ave. • New York, NY 10 174 • tel: (212)
      895· 3500 • (800) 724-0761 • fax: (2 12) 895-3783 • www maxjmgrp.com

	New York, NY • Long Island, NY • Red Bank, NJ
  







	Anavex Life Sciences Corp. 	
	February 5, 2014 
	Page 9 of 13 



	 	(with a copy to, which shall not constitute
      notice): 
	 	K&L Gates LLP 
	  	200 S. Biscayne Blvd, Ste. 3900 
	  	Miami, FL 33131 
	  	Attention: Clayton E. Parker, Esq. 
	  	Telephone: (305) 539-3306 
	  	Facsimile: (305) 358-7095 
	  	  
	To the Placement Agent: 	Maxim Group LLC 
	  	  
	  	405 Lexington Avenue 
	  	New York, NY 10174 
	  	Attention: Clifford A. Teller and James Siegel,
      Esq. 
	  	Telephone: (212) 895-3500 
	  	Facsimile: (212) 895-3783 and (212) 895-3860  


15. Press Announcements. The
Company agrees that the Placement Agent shall, from and after any Closing, have
the right to reference the Offering and the Placement Agent’s role in connection
therewith in the Placement Agent’s marketing materials and on its website and to
place advertisements in financial and other newspapers and journals, in each
case at its own expense. 

(Signature Page Follows) 

	Members FINRA & SIPC 
	405 Lexington Ave. • New York, NY 10 174 • tel: (212)
      895· 3500 • (800) 724-0761 • fax: (2 12) 895-3783 • www maxjmgrp.com

	New York, NY • Long Island, NY • Red Bank, NJ
  







	Anavex Life Sciences Corp. 	
	February 5, 2014 
	Page 10 of 13 


     We are delighted at the prospect
of working with you and look forward to proceeding with the Offering. If you are
in agreement with the foregoing, please execute and return this Engagement
Letter to the undersigned together with payment to Maxim’s legal counsel in the
amount of $5,000 for the Expense Advance. This Agreement may be executed in
counterparts, electronic mail and by facsimile transmission. 

	 	Very truly yours, 
	 	 
	 	MAXIM GROUP LLC 
	 	 	 	  
	 	 	 	  
	 	 	 	  
	 	Name: 	 
	 	 	Eric B. Cheng 
	 	 	Title: 	Managing Director 
	 	 	 	Investment Banking 
	 	 	 	  
	 	 	 	  
	 	 	 	  
	 	Name: 	 
	 	 	Clifford A. Teller 
	 	 	Title: 	Executive Director 
	 	 	 	Head of Investment Banking 


Agreed to and accepted this 7th day of February, 2014 

ANAVEX LIFE SCIENCES CORP. 

	Name: 	Christopher Missling Ph.D. 	 
	Title: 	President & Chief Executive Officer 	 



	Members FINRA & SIPC 
	405 Lexington Ave. • New York, NY 10 174 • tel: (212)
      895· 3500 • (800) 724-0761 • fax: (2 12) 895-3783 • www maxjmgrp.com

	New York, NY • Long Island, NY • Red Bank, NJ
  







	Anavex Life Sciences Corp. 	
	February 5, 2014 
	Page 11 of 13 


Exhibit A 

INDEMNIFICATION PROVISIONS 

     Capitalized terms used in this
Exhibit shall have the meanings ascribed to such terms in the Agreement to which
this Exhibit is attached. 

     In addition to and without
limiting any other right or remedy available to the Placement Agent and the
Indemnified Parties (as hereinafter defined), the Company agrees to indemnify
and hold harmless Placement Agent and each of the other Indemnified Parties from
and against any and all losses, claims, damages, obligations, penalties,
judgments, awards, liabilities, costs, expenses and disbursements, and any and
all actions, suits, proceedings and investigations in respect thereof and any
and all legal and other costs, expenses and disbursements in giving testimony or
furnishing documents in response to a subpoena or otherwise (including, without
limitation, the costs, expenses and disbursements, as and when incurred, of
investigating, preparing, pursing or defending any such action, suit, proceeding
or investigation (whether or not in connection with litigation in which any
Indemnified Party is a party)) (collectively, “Losses”), directly or indirectly,
caused by, relating to, based upon, arising out of, or in connection with,
Placement Agent’s acting for the Company, including, without limitation, any act
or omission by Placement Agent in connection with its acceptance of or the
performance or non-performance of its obligations under the Agreement between
the Company and Placement Agent to which these indemnification provisions are
attached and form a part, any breach by the Company of any representation,
warranty, covenant or agreement contained in the Agreement (or in any
instrument, document or agreement relating thereto, including any agency
agreement), or the enforcement by Placement Agent of its rights under the
Agreement or these indemnification provisions, except to the extent that any
such Losses are found in a final judgment by a court of competent jurisdiction
(not subject to further appeal) to have resulted from the fraud, gross
negligence or willful misconduct of the Indemnified Party seeking
indemnification hereunder. 

     The Company also agrees that no
Indemnified Party shall have any liability (whether direct or indirect, in
contract or tort or otherwise) to the Company for or in connection with the
engagement of Placement Agent by the Company or for any other reason, except to
the extent that any such liability is found in a final judgment by a court of
competent jurisdiction (not subject to further appeal) to have resulted from
such Indemnified Party’s fraud, gross negligence or willful misconduct. 

     These Indemnification Provisions
shall extend to the following persons (collectively, the “Indemnified
Parties”): Placement Agent, its present and former affiliated entities,
managers, members, officers, employees, legal counsel, agents and controlling
persons (within the meaning of the federal securities laws), and the officers,
directors, partners, stockholders, members, managers, employees, legal counsel,
agents and controlling persons of any of them. These indemnification provisions
shall be in addition to any liability, which the Company may otherwise have to
any Indemnified Party. 

     If any action, suit, proceeding
or investigation is commenced, as to which an Indemnified Party proposes to
demand indemnification, it shall notify the Company in writing with reasonable
promptness; provided, however, that any failure by an Indemnified Party to so
notify the Company shall not relieve the Company from its obligations
hereunder. An Indemnified Party shall have the right to retain counsel of its
own choice to represent it, and the fees, expenses and disbursements of such
counsel shall be borne by the Company. Any such counsel shall, to the extent
consistent with its professional responsibilities, cooperate with the Company
and any counsel designated by the Company. The Company shall be liable for any
settlement of any claim against any Indemnified Party made with the Company’s
written consent. The Company shall not, without the prior written consent of
Placement Agent, settle or compromise any claim, or permit a default or consent
to the entry of any judgment in respect thereof, unless such settlement,
compromise or consent (i) includes, as an unconditional term thereof, the giving
by the claimant to all of the Indemnified Parties of an unconditional release
from all liability in respect of such claim, and (ii) does not contain any
factual or legal admission by or with respect to an Indemnified Party or an
adverse statement with respect to the character, professionalism, expertise or
reputation of any Indemnified Party or any action or inaction of any Indemnified
Party. 

	Members FINRA & SIPC 
	405 Lexington Ave. • New York, NY 10 174 • tel: (212)
      895· 3500 • (800) 724-0761 • fax: (2 12) 895-3783 • www maxjmgrp.com

	New York, NY • Long Island, NY • Red Bank, NJ
  







	Anavex Life Sciences Corp. 	
	February 5, 2014 
	Page 12 of 13 


     In order to provide for just and
equitable contribution, if a claim for indemnification pursuant to these
indemnification provisions is made but it is found in a final judgment by a
court of competent jurisdiction (not subject to further appeal) that such
indemnification may not be enforced in such case, even though the express
provisions hereof provide for indemnification in such case, then the Company
shall contribute to the Losses to which any Indemnified Party may be subject (i)
in accordance with the relative benefits received by the Company and its
stockholders, subsidiaries and affiliates, on the one hand, and the Indemnified
Party, on the other hand, and (ii) if (and only if) the allocation provided in
clause (i) of this sentence is not permitted by applicable law, in such
proportion as to reflect not only the relative benefits, but also the relative
fault of the Company, on the one hand, and the Indemnified Party, on the other
hand, in connection with the statements, acts or omissions which resulted in
such Losses as well as any relevant equitable considerations. No person found
liable for a fraudulent misrepresentation shall be entitled to contribution from
any person who is not also found liable for fraudulent misrepresentation. The
relative benefits received (or anticipated to be received) by the Company and it
stockholders, subsidiaries and affiliates shall be deemed to be equal to the
aggregate consideration payable or receivable by such parties in connection with
the transaction or transactions to which the Agreement relates relative to the
amount of fees actually received by Placement Agent in connection with such
transaction or transactions. Notwithstanding the foregoing, in no event shall
the amount contributed by all Indemnified Parties exceed the amount of fees
previously received by Placement Agent pursuant to the Agreement. 

     Neither termination nor
completion of the Agreement shall affect these Indemnification Provisions which
shall remain operative and in full force and effect. The Indemnification
Provisions shall be binding upon the Company and its successors and assigns and
shall inure to the benefit of the Indemnified Parties and their respective
successors, assigns, heirs and personal representatives. 

	Members FINRA & SIPC 
	405 Lexington Ave. • New York, NY 10 174 • tel: (212)
      895· 3500 • (800) 724-0761 • fax: (2 12) 895-3783 • www maxjmgrp.com

	New York, NY • Long Island, NY • Red Bank, NJ
  







	Anavex Life Sciences Corp. 	
	February 5, 2014 
	Page 13 of 13 


Exhibit B 

[INSERT LIST OF INVESTORS FOR REDUCED FEE] 

PIPE investors from July 2013 

Easton Hunt 

Garrison, Bradford Associates 

Lincoln Park Novartis Fund Pura Vida 

Twin Oaks Partners 

	Members FINRA & SIPC 
	405 Lexington Ave. • New York, NY 10 174 • tel: (212)
      895· 3500 • (800) 724-0761 • fax: (2 12) 895-3783 • www maxjmgrp.com

	New York, NY • Long Island, NY • Red Bank, NJ