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





SECURITIES PURCHASE AGREEMENT 

            This
Securities Purchase Agreement (this “Agreement”) is dated as of October
22, 2014, by and between Anavex Life Sciences Corp., a Nevada corporation (the
“Company”), and the purchaser identified on the signature page hereto
(including its successors and assigns, the “Purchaser”). 

            WHEREAS,
subject to the terms and conditions set forth in this Agreement, and pursuant to
Section 4(2) of the Securities Act of 1933, as amended (the “Securities
Act”) and Rule 506 promulgated thereunder, or Rule 903 of Regulation S
promulgated under the Securities Act, the Company desires to issue and sell to
the Purchaser, and the Purchaser desires to purchase from the Company,
securities of the Company as more fully described in this Agreement. 

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

ARTICLE I. 
DEFINITIONS 


           
1.1        Definitions. The following
terms have the meanings set forth in this Section 1.1: 

           
“Closing” means the closing of the purchase and sale of the Securities
pursuant to Section 2.1. 

           “Closing
Date” means the Trading Day on which all of the Transaction Documents have
been executed and delivered by the applicable parties thereto, and all
conditions precedent to (i) the Purchaser’s obligations to pay the Subscription
Amount and (ii) the Company’s obligations to deliver the Securities, in each
case, have been satisfied or waived. 

           
“Commission” means the U.S. Securities and Exchange Commission.

           “Common
Stock” means the common stock of the Company, par value $0.001 per share,
and any other class of securities into which such securities may hereafter be
reclassified or changed. 

           “Company
Counsel” means legal counsel of the Company represented by K&L Gates
LLP, 200 S. Biscayne Boulevard, 39th Floor, Miami, Florida 33139.


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

           “Liens”
means a lien, charge, security interest, encumbrance, right of first refusal,
preemptive right or other restriction.




           “Material
Adverse Effect” means (i) a material adverse effect on the legality,
validity or enforceability of any Transaction Document, (ii) a material adverse
effect on the results of operations, assets, business, prospects or condition
(financial or otherwise) of the Company and the Subsidiaries, taken as a whole,
or (iii) a material adverse effect on the Company’s ability to perform in any
material respect on a timely basis its obligations under any Transaction
Document. 

           “Required
Approvals” shall have the meaning ascribed to such term in Section
3.1(k). 

           “Rule
144” means Rule 144 promulgated by the Commission pursuant to the Securities
Act, as such Rule may be amended from time to time, or any similar rule or
regulation hereafter adopted by the Commission having substantially the same
effect as such Rule. 

           
“SEC Reports” shall have the meaning ascribed to such term in Section
3.1(i). 

           “Securities” means the Shares, the Warrants and the Warrant
  Shares. 

           “Shares” means the shares of Common Stock issued or issuable to the
Purchaser pursuant to this Agreement. 

           “Short
Sales” means all “short sales” as defined in Rule 200 of Regulation SHO
under the Exchange Act (but shall not be deemed to include the location and/or
reservation of borrowable shares of Common Stock).

           “Subscription
Amount” means, as to the Purchaser, the aggregate amount to be paid for the
Securities purchased hereunder as specified below the Purchaser’s name on the
signature page of this Agreement and next to the heading “Subscription Amount,”
in United States dollars and in immediately available funds. 

           “Trading
Day” means a day on which the principal Trading Market is open for trading.

           “Trading
Market” means any of the following markets or exchanges on which the Common
Stock is listed or quoted for trading on the date in question: the NYSE
Alternext, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq
Global Select Market, the New York Stock Exchange, the OTC Bulletin Board or the
OTC Market (or any successors to any of the foregoing). 

           “Transaction
Documents” means this Agreement, the Warrants, all exhibits and schedules
thereto and hereto and any other documents or agreements executed in connection
with the transactions contemplated hereunder. 

           “Transfer
Agent” means Nevada Agency & Transfer Company, the current transfer
agent of the Company, with a mailing address of 50 West Liberty Street, Suite
880, Reno Nevada 89501, and any successor transfer agent of the Company. 

2 




           “Units”
means units of securities each consisting of (i) one share of Common Stock at a
purchase price of $0.25; (ii) a Series A Warrant to purchase one share of Common
Stock, at a purchase price per Unit of $0.30; and (iii) a Series B Warrant to
purchase one share of Common Stock, at a purchase price per Unit of $0.42.

           “Warrants”
means, collectively, the Series A and Series B Common Stock purchase warrants
delivered to the Purchaser at the Closing in accordance with Section
2.2(a) hereof, which Warrants shall be exercisable at $0.30 and $0.42 per
share and have a term of exercise equal to five (5) years from the initial date
of exercise, in the forms of Exhibit A and Exhibit B attached
hereto, respectively. 

           “Warrant
Shares” means the shares of Common Stock issuable upon exercise of the
Warrants. 

ARTICLE II. 
PURCHASE AND SALE 


            2.1       
Closing. On the Closing Date, upon the terms and subject to the
conditions set forth herein, substantially concurrent with the execution and
delivery of this Agreement by the parties hereto, the Company agrees to sell,
and the Purchaser agrees to purchase, an aggregate of Five Hundred Thousand
Dollars ($500,000) in value of Units. The Purchaser shall deliver to the Company
via wire transfer equal to such Purchaser’s Subscription Amount as set forth on
the signature page hereto executed by the Purchaser and the Company and the
Purchaser shall deliver the other items set forth in Section 2.2
deliverable at the Closing. Upon satisfaction of the conditions set forth in
Section 2.2, the Closing shall occur at the offices of Company Counsel or
such other location as the parties shall mutually agree. 

           
2.2        Deliveries. 

            (a)       
On or prior to the Closing Date, the Company shall deliver or cause to be
delivered to the Purchaser the following: 

            (i) this Agreement duly executed by
  the Company; 

            (ii) 2,000,000 shares of Common Stock in certificated form issued
  in the name of Purchaser; a Series A Warrant registered in the name of the
  Purchaser to purchase up to 2,000,000 shares of Common Stock, with an exercise
  price equal to $0.30, subject to adjustment therein (such Warrant certificate
  may be delivered within five Trading Days of the Closing Date); and a Series B
  Warrant registered in the name of the Purchaser to purchase up to 2,000,000
  shares of Common Stock, with an exercise price equal to $0.42, subject to
  adjustment therein (such Warrant certificate may be delivered within five
  Trading Days of the Closing Date). 

            (b)       
In addition to the forgoing, the Purchaser’s obligation to purchase the Units on
a Closing Date at which such purchase is to be consummated is subject to the
fulfillment on or prior to such Closing Date of the following conditions, which
conditions may be waived at the option of the
Purchaser to the extent permitted by law: 

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            (i)        
 Representations and Warranties. The representations and warranties
made by the Company shall be true and correct at all times prior to and on the
Closing Date, except to the extent any such representation or warranty expressly
speaks as of an earlier date, in which case such representation or warranty
shall be true and correct as of such earlier date. 

            (ii)        
Covenants. All covenants, agreements and conditions contained in this
Agreement to be performed by the Company on or prior to the date of such Closing
Date shall have been performed or complied with in all material respects. 

            (iii)       
No Legal Order Pending. There shall not then be in effect any legal or
other order enjoining or restraining the transactions contemplated by this
Agreement. 

            (iv)       
 No Law Prohibiting or Restricting Such Sale. There shall not be in
effect any law, rule or regulation prohibiting or restricting such sale or
requiring any consent or approval of any person, which shall not have been
obtained, to issue the Securities (except as otherwise provided in this
Agreement). 

            (v)        
 Required Consents. The Company shall have obtained any and all
consents, permits, approvals, registrations and waivers necessary or appropriate
for consummation of the purchase and sale of the Securities and the consummation
of the other transactions contemplated by the Transaction Documents, all of
which shall be in full force and effect. 

            (vi)       
 Adverse Changes. Since the date of execution of this Agreement, no
event or series of events shall have occurred that reasonably could have or
result in a Material Adverse Effect.

            (c)       
On or prior to the Closing Date, the Purchaser shall deliver or cause to be
delivered to the Company the following: 

           
(i)          this Agreement duly
executed by the Purchaser; 

           
(ii)         the Purchaser’s
Subscription Amount by wire transfer to the account as specified in writing by
the Company; and 

           
(iii)        the Purchaser Questionnaires in
the form on Annex A and Annex B attached hereto. 

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ARTICLE III. 
REPRESENTATIONS, WARRANTIES AND
COVENANTS 


            3.1       
Representations and Warranties of the Company. In order to induce the
Purchaser to enter into this Agreement and consummate the transactions
contemplated hereby, the Company represents and warrants to the Purchaser as
follows: 

           
(a)        Incorporation. The
Company is a corporation duly organized, validly existing and in good standing
under the laws of the State of Nevada and is qualified to do business in
each jurisdiction in which the character of its properties or the nature of its
business requires such qualification, except where the failure to so qualify
would not have a Material Adverse Effect. Each of the Company’s subsidiaries
(the “Subsidiaries”) is an entity duly organized, validly existing
and in good standing under the laws of the jurisdiction of its incorporation and
is qualified to do business in each jurisdiction in which the character of its
properties or the nature of its business requires such qualification, except
where the failure to so qualify would not have a Material Adverse Effect. The
Company has all requisite corporate power and authority to execute, deliver and
perform its obligations under this Agreement, the Transaction Documents and to
carry on its business as now conducted. Neither the Company, nor any of its
Subsidiaries is in violation of any of the provisions of their respective
articles of incorporation, bylaws or other organizational or charter documents,
including, but not limited to the Charter Documents (as defined below). Each of
the Company and its Subsidiaries is duly qualified to conduct business and is in
good standing as a foreign corporation in each jurisdiction in which the nature
of the business conducted or property owned by it makes such qualification
necessary, except where the failure to be so qualified or in good standing, as
the case may be, would not result in a direct and/or indirect (i) Material
Adverse Effect on the legality, validity or enforceability of any of the
Securities and/or this Agreement, (ii) Material Adverse Effect on the results of
operations, assets, business, condition (financial and other) or prospects of
the Company and its Subsidiaries, taken as a whole, or (iii) Material Adverse
Effect on the Company’s ability to perform in any material respect on a timely
basis its obligations under this Agreement. 

            (b)       
Authorization; Enforcement. The Company has the requisite corporate power
and authority to enter into and to consummate the transactions contemplated by
each of the Transaction Documents and otherwise to carry out its obligations
hereunder and thereunder. The execution and delivery of each of the Transaction
Documents by the Company and the consummation by it of the transactions
contemplated hereby and thereby have been duly authorized by all necessary
action on the part of the Company and no further action is required by the
Company, the Company’s Board of Directors or the Company’s stockholders in
connection therewith other than in connection with the Required Approvals. Each
Transaction Document to which it is a party has been (or upon delivery will have
been) duly executed by the Company and, when delivered in accordance with the
terms hereof and thereof, will constitute the valid and binding obligation of
the Company enforceable against the Company in accordance with its terms,
except: (i) as limited by general equitable principles and applicable
bankruptcy, insolvency, reorganization, moratorium and other laws of general
application affecting enforcement of creditors’ rights
generally, (ii) as limited by laws relating to the availability of specific
performance, injunctive relief or other equitable remedies and (iii) insofar as
indemnification and contribution provisions may be limited by applicable
law.

5 




            (c)       
No Conflicts. The execution, delivery and performance by the Company of
the Transaction Documents, the issuance and sale of the Securities and the
consummation by it of the transactions contemplated hereby and thereby to which
it is a party do not and will not: (i) conflict with or violate any provision of
the Company’s or any Subsidiary’s certificate or articles of incorporation,
bylaws or other organizational or charter documents, (ii) conflict with, or
constitute a default (or an event that with notice or lapse of time or both
would become a default) under, result in the creation of any Lien upon any of
the properties or assets of the Company or any Subsidiary, or give to others any
rights of termination, amendment, acceleration or cancellation (with or without
notice, lapse of time or both) of, any agreement, credit facility, debt or other
instrument (evidencing a Company or Subsidiary debt or otherwise) or other
understanding to which the Company or any Subsidiary is a party or by which any
property or asset of the Company or any Subsidiary is bound or affected, or
(iii) subject to the Required Approvals, conflict with or result in a violation
of any law, rule, regulation, order, judgment, injunction, decree or other
restriction of any court or governmental authority to which the Company or a
Subsidiary is subject (including federal and state securities laws and
regulations), or by which any property or asset of the Company or a Subsidiary
is bound or affected; except in the case of each of clauses (ii) and (iii), such
as could not have or reasonably be expected to result in a Material Adverse
Effect. 

            (d)       
Issuance of the Securities. The Shares are duly authorized and, when
issued and paid for in accordance with the applicable Transaction Documents,
will be duly and validly issued, fully paid and nonassessable, free and clear of
all Liens other than restrictions on transfer provided for in the Transaction
Documents. The Warrant Shares, when issued in accordance with the terms of the
Warrants, will be validly issued, fully paid and nonassessable, free and clear
of all Liens imposed by the Company. 

            (e)       
Capitalization. The Company is authorized to issue 150,000,000 shares of
common stock, par value $0.001, of which approximately 47,640,236 shares are
outstanding as of the date hereof. No further approval or authorization of any
stockholder, the Board of Directors or others is required for the issuance and
sale of the Securities. 

            (f)       
Absence of Litigation. There is no action, suit, claim, or proceeding,
or, to the Company's knowledge, inquiry or investigation, before or by any
court, public board, government agency, self-regulatory organization or body
pending or, to the knowledge of the Company, threatened against or affecting the
Company that could, individually or in the aggregate, have a Material Adverse
Effect. There is no action, suit, claim, proceeding, inquiry or investigation by
the Company pending or which the Company intends to initiate. The foregoing
includes, without limitation, actions, suits, proceedings or investigations
pending or threatened in writing (for which there is any basis known to the
Company) involving the prior employment of any of the Company’s employees, their
services provided in connection with
the Company’s business, or any information or techniques allegedly proprietary
to any of their former employers, or the employees’ obligations under any
agreements with prior employers. 

6 




            (g)       
Title to Properties and Assets; Liens, Etc. Each of the Company and its
Subsidiaries have good and marketable title to its properties and assets,
including the properties and assets reflected in the most recent balance sheet
included in the Company’s financial statements, and good title to its leasehold
estates, in each case subject to no mortgages, pledges, liens, claims, charges,
encumbrances or other restrictions (collectively, “Encumbrances”), other
than (a) those resulting from taxes which have not yet become delinquent; and
(b) Encumbrances which do not materially detract from the value of the property
subject thereto or materially impair the operations of the Company; and (c)
those that have otherwise arisen in the ordinary course of business, none of
which are material. The Company is in compliance with all material terms of each
lease to which it is a party or is otherwise bound. 

            (h)       
Intellectual Property. The Company and its Subsidiaries have, or have
rights to use, all patents, patent applications, trademarks, trademark
applications, service marks, trade names, trade secrets, inventions, copyrights,
licenses and other intellectual property rights and similar rights necessary or
material for use in connection with their respective businesses and which the
failure to so have could have a Material Adverse Effect (collectively, the
“Intellectual Property Rights”). Neither the Company nor any Subsidiary
has received a notice (written or otherwise) that any of the Intellectual
Property Rights used by the Company or any Subsidiary violates or infringes upon
the rights of any person. To the knowledge of the Company, except as set forth
in the SEC Reports, all such Intellectual Property Rights are enforceable and
there is no existing infringement by another person of any of the Intellectual
Property Rights. The Company and its Subsidiaries have taken reasonable security
measures to protect the secrecy, confidentiality and value of all of their
intellectual properties, except where failure to do so could not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect.


            (i)       
SEC Reports; Financial Statements. The Company has made available to
Purchaser true and complete copies of all reports or registration statements the
Company has filed with the SEC under the Securities Act and the Exchange Act,
for all periods subsequent to December 31, 2012, all in the form so filed
(collectively the “SEC Reports”). To the Company’s knowledge, the
Company has filed all documents that the Company was required to file under the
Exchange Act during the twelve (12) months preceding the date of this Agreement.


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

7 




            (k)       
Filings, Consents and Approvals. The Company shall obtain or make, as are
required to be made under applicable laws, any required consents, waivers,
authorizations or orders, notices, or filings or registration with, any court or
other federal, state, local or other governmental authority or other person, in
connection with the execution, delivery and performance by the Company of the
Transaction Documents (collectively, the “Required Approvals”). 

            3.2       
Representations and Warranties of the Purchaser. The Purchaser hereby
represents and warrants as of the date hereof and as of the Closing Date to the
Company as follows (unless as of a specific date therein): 

           
(a)        Organization; Authority.
The Purchaser is either an individual or an entity duly organized, validly
existing and in good standing under the laws of the jurisdiction of its
organization with full right, corporate or partnership power and authority to
enter into and to consummate the transactions contemplated by the Transaction
Documents and otherwise to carry out its obligations hereunder and thereunder.
The execution and delivery of the Transaction Documents and performance by the
Purchaser of the transactions contemplated by the Transaction Documents have
been duly authorized by all necessary corporate, partnership, limited liability
company or similar action, as applicable, on the part of the Purchaser. Each
Transaction Document to which it is a party has been duly executed by the
Purchaser, and when delivered by the Purchaser in accordance with the terms
hereof, will constitute the valid and legally binding obligation of the
Purchaser, enforceable against it in accordance with its terms, except: (i) as
limited by general equitable principles and applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting
enforcement of creditors’ rights generally, (ii) as limited by laws relating to
the availability of specific performance, injunctive relief or other equitable
remedies and (iii) insofar as indemnification and contribution provisions may be
limited by applicable law. 

            (b)       
Own Account. The Purchaser understands that the Securities are
“restricted securities” and have not been registered under the Securities Act or
any applicable state securities law and is acquiring the Securities as principal
for its own account and not with a view to or for distributing or reselling such
Securities or any part thereof in violation of the Securities Act or any
applicable state securities law, has no present intention of distributing any of
such Securities in violation of the Securities Act or any applicable state
securities law and has no direct or indirect arrangement or understandings with
any other persons to distribute or regarding the distribution of such Securities in violation of the
Securities Act or any applicable state securities law. The Purchaser is
acquiring the Securities hereunder in the ordinary course of its business. 

8 




            (c)       
Purchaser Status. At the time the Purchaser was offered the Securities,
it was, and as of the date hereof it is, and on each date on which it exercises
any Warrants, it will be either: (i) an “accredited investor” as defined in Rule
501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or (ii) a
“qualified institutional buyer” as defined in Rule 144A(a) under the Securities
Act. If applicable, the Purchaser qualifies for an exemption from prospectus
requirements pursuant to Canadian NI 46-106 and has completed and signed
Annex B attached hereto. The Purchaser is not required to be registered
as a broker-dealer under Section 15 of the Exchange Act.

            (d)       
Experience of the Purchaser. The Purchaser, either alone or together with
its representatives, has such knowledge, sophistication and experience in
business and financial matters so as to be capable of evaluating the merits and
risks of the prospective investment in the Securities, and has so evaluated the
merits and risks of such investment. The Purchaser is able to bear the economic
risk of an investment in the Securities and, at the present time, is able to
afford a complete loss of such investment. 

            (e)       
General Solicitation. The Purchaser is not, to its knowledge, purchasing
the Securities as a result of any advertisement, article, notice or other
communication regarding the Securities published in any newspaper, magazine or
similar media or broadcast over television or radio or presented at any seminar
or, to the Purchaser's knowledge, any other general solicitation or general
advertisement. 

            (f)       
Certain Transactions and Confidentiality. Other than consummating the
transactions contemplated hereunder, the Purchaser has not directly or
indirectly, nor has any Person acting on behalf of or pursuant to any
understanding with the Purchaser, executed any purchases or sales, including
Short Sales, of the securities of the Company during the period commencing as of
the time that the Purchaser first received a term sheet (written or oral) from
the Company or any other Person representing the Company setting forth the
material terms of the transactions contemplated hereunder and ending immediately
prior to the execution hereof. Notwithstanding the foregoing, in the case of a
Purchaser that is a multi-managed investment vehicle whereby separate portfolio
managers manage separate portions of the Purchaser’s assets and the portfolio
managers have no direct knowledge of the investment decisions made by the
portfolio managers managing other portions of the Purchaser’s assets, the
representation set forth above shall only apply with respect to the portion of
assets managed by the portfolio manager that made the investment decision to
purchase the Securities covered by this Agreement. Other than to other Persons
party to this Agreement, the Purchaser has maintained the confidentiality of all
disclosures made to it in connection with this transaction (including the
existence and terms of this transaction). Notwithstanding the foregoing, for
avoidance of doubt, nothing contained herein shall constitute a representation
or warranty, or preclude any actions, with respect to the identification of the
availability of, or securing of, available shares to borrow in order to effect
Short Sales or similar transactions in the future. 

9 




ARTICLE IV. 
OTHER AGREEMENTS OF THE PARTIES



4.1        Transfer
Restrictions. 

            (a)       
The Securities may only be disposed of in compliance with state and federal
securities laws. In connection with any transfer of Securities other than
pursuant to an effective registration statement or Rule 144, the Company may
require the transferor thereof to provide to the Company an opinion of counsel
selected by the Company, to the effect that such transfer does not require
registration of such transferred Securities under the Securities Act. As a
condition of transfer, any such transferee shall agree in writing to be bound by
the terms of this Agreement and shall have the rights and obligations of a
Purchaser under this Agreement.

            (b)       
The Purchaser agrees to the imprinting, so long as is required by this
Section 4.1, of a legend on any of the Securities in substantially the
following form: 

For U.S. Persons: 

NEITHER THIS SECURITY NOR THE SECURITIES INTO
  WHICH THIS SECURITY IS EXERCISABLE, IF APPLICABLE, HAS BEEN REGISTERED WITH THE
  SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN
  RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933,
  AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
  EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT
  OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
  THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
  APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO
  THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY
  ACCEPTABLE TO THE COMPANY. 

For Non-U.S. Persons 

THESE SECURITIES WERE ISSUED IN AN
OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED IN
REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”)
PURSUANT TO REGULATION S UNDER THE 1933 ACT. ACCORDINGLY, NONE OF THE SECURITIES
TO WHICH THIS CERTIFICATE 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 IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS (AS
DEFINED IN REGULATION S PROMULGATED UNDER THE SECURITIES ACT) EXCEPT PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN 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. 

10 




For Canadian Persons 

THE HOLDER OF THIS SECURITY MUST NOT
TRADE THE SECURITY IN OR FROM A JURISDICTION OF CANADA UNLESS THE CONDITIONS IN
SECTION 13 OF MULTILATERAL INSTRUMENT 51-105 ISSUERS QUOTED IN THE U.S. OVER
THE COUNTER MARKETS ARE MET.

            (c)       
The Purchaser covenants and agrees that the Purchaser will sell any Securities
only pursuant to either the registration requirements of the Securities Act,
including any applicable prospectus delivery requirements, or an exemption
therefrom, and if Securities are sold pursuant to a registration statement, they
will be sold in compliance with the plan of distribution set forth therein, and
acknowledges that the removal of the restrictive legend from certificates
representing Securities as set forth in this Section 4.1 is predicated
upon the Company’s reliance upon this understanding. Investor acknowledges that
the Company is a reporting issuer in Canada, and under Canadian Multilateral
Instrument 51-105 (“MI 51-105”), the securities of the Company may not be
resold in Canada unless the resale conditions of MI 51-105 are met, including
the placement of a MI 51-105 legend on the securities. Each non-Canadian
Purchaser agrees not to resell the securities of the Company from or into Canada
and instructs the Company not to place an MI 51-105 legend on the securities
issued to the Investor.

                          (d)       
With a view to making available to the Purchaser the benefits of Rule 144 or any
other similar rule or regulation of the SEC that may at any time permit the
Purchaser to sell securities of the Company to the public without registration,
the Company agrees, at the Company’s sole expense, to: 

                          1.              
make and keep public information available, as those terms are understood and
defined in Rule 144; 

                          2.              
file with the SEC in a timely manner all reports and other documents required of
the Company under the Securities Act and the Exchange Act so long as the Company
remains subject to such requirements and the filing of such reports and other
documents is required for the applicable provisions of Rule 144;

                          3.              
furnish to the Purchaser so long as Purchaser owns any securities of the
Company, promptly upon request, (i) a written statement by the Company that it
has complied with the reporting and or disclosure provisions of Rule 144, the
Securities Act and the Exchange Act, (ii) a copy of the most recent annual or
quarterly report of the Company and such other reports and documents so filed by
the Company, and (iii) such other information as may be reasonably requested to permit the Purchaser to sell such
securities pursuant to Rule 144 without registration; and 

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4.              
take such additional action as is requested by the Purchaser to enable the
Purchaser to sell the securities of the Company pursuant to Rule 144, including,
without limitation, delivering all such legal opinions, consents, certificates,
resolutions and instructions to the Company’s transfer agent as may be requested
from time to time by the Purchaser and otherwise fully cooperate with Purchaser
and Purchaser’s broker to effect such sale of securities pursuant to Rule 144.


                        
5.              
The Company agrees that damages may be an inadequate remedy for any breach of
the terms and provisions of this Section 4.1(d) and that Purchaser shall,
whether or not it is pursuing any remedies at law, be entitled to equitable
relief in the form of a preliminary or permanent injunctions, without having to
post any bond or other security, upon any breach or threatened breach of any
such terms or provisions. 

ARTICLE V. 
MISCELLANEOUS 


            5.1       
Fees and Expenses. Except as expressly set forth in the Transaction
Documents to the contrary, each party shall pay the fees and expenses of its
advisers, counsel, accountants and other experts, if any, and all other expenses
incurred by such party incident to the negotiation, preparation, execution,
delivery and performance of this Agreement. The Company shall pay all Transfer
Agent fees, stamp taxes and other taxes and duties levied in connection with the
delivery of any Securities to the Purchaser.

            5.2       
Entire Agreement. The Transaction Documents, together with the exhibits
and schedules thereto, contain the entire understanding of the parties with
respect to the subject matter hereof and supersede all prior agreements and
understandings, oral or written, with respect to such matters, which the parties
acknowledge have been merged into such documents, exhibits and schedules. 

            5.3       
Notices. Any and all notices or other communications or deliveries
required or permitted to be provided hereunder shall be in writing and shall be
deemed given and effective on the earliest of: (a) the date of transmission, if
such notice or communication is delivered via facsimile or email at the
facsimile number or email address set forth on the signature pages attached
hereto prior to 5:30 p.m. (New York City time) on a Trading Day, (b) the next
Trading Day after the date of transmission, if such notice or communication is
delivered via facsimile or email at the facsimile number or email address set
forth on the signature pages attached hereto on a day that is not a Trading Day
or later than 5:30 p.m. (New York City time) on any Trading Day, (c) the second
(2nd) Trading Day following the date of mailing, if sent by U.S.
nationally recognized overnight courier service, or (d) upon actual receipt by
the party to whom such notice is required to be given. The address for such
notices and communications shall be as set forth on the signature pages attached
hereto. 

            5.4       
Amendments; Waivers. No provision of this Agreement may be waived,
modified, supplemented or amended except in a written instrument signed, in the
case of an amendment, by the Company and the Purchaser or, in the case of
a waiver, by the party against whom enforcement of any such waived provision is
sought. No waiver of any default with respect to any provision, condition or
requirement of this Agreement shall be deemed to be a continuing waiver in the
future or a waiver of any subsequent default or a waiver of any other provision,
condition or requirement hereof, nor shall any delay or omission of any party to
exercise any right hereunder in any manner impair the exercise of any such
right. 

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            5.5       
Headings. The headings herein are for convenience only, do not constitute
a part of this Agreement and shall not be deemed to limit or affect any of the
provisions hereof. 

            5.6       
Successors and Assigns. This Agreement shall be binding upon and inure to
the benefit of the parties and their successors and permitted assigns. A party
may not assign this Agreement or any rights or obligations hereunder without the
prior written consent of the other party. 

            5.7       
No Third-Party Beneficiaries. This Agreement is intended for the benefit
of the parties hereto and their respective successors and permitted assigns and
is not for the benefit of, nor may any provision hereof be enforced by, any
other Person. 

            5.8       
Governing Law. All questions concerning the construction, validity,
enforcement and interpretation of the Transaction Documents shall be governed by
and construed and enforced in accordance with the internal laws of the State of
New York, without regard to the principles of conflicts of law thereof. Each
party agrees that all legal proceedings concerning the interpretations,
enforcement and defense of the transactions contemplated by this Agreement and
any other Transaction Documents (whether brought against a party hereto or its
respective affiliates, directors, officers, shareholders, employees or agents)
shall be commenced exclusively in the state and federal courts sitting in the
City of New York. Each party hereby irrevocably submits to the exclusive
jurisdiction of the state and federal courts sitting in the City of New York,
borough of Manhattan for the adjudication of any dispute hereunder or in
connection herewith or with any transaction contemplated hereby or discussed
herein (including with respect to the enforcement of any of the Transaction
Documents), and hereby irrevocably waives, and agrees not to assert in any suit,
action or proceeding, any claim that it is not personally subject to the
jurisdiction of any such court, that such suit, action or proceeding is improper
or is an inconvenient venue for such proceeding. Each party hereby irrevocably
waives personal service of process and consents to process being served in any
such suit, action or proceeding by mailing a copy thereof via registered or
certified mail or overnight delivery (with evidence of delivery) to such party
at the address in effect for notices to it under this Agreement and agrees that
such service shall constitute good and sufficient service of process and notice
thereof. Nothing contained herein shall be deemed to limit in any way any right
to serve process in any other manner permitted by law. If either party shall
commence an action or proceeding to enforce any provisions of the Transaction
Documents, then the prevailing party in such action or proceeding shall be
reimbursed by the other party for its reasonable attorneys’ fees and other costs
and expenses incurred with the investigation, preparation and prosecution of
such action or proceeding. 

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            5.9       
Survival. The representations and warranties contained herein shall
survive the Closing and the delivery of the Securities. 

            5.10     
Execution. This Agreement may be executed in two or more counterparts,
all of which when taken together shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and
delivered to the other party, it being understood that both parties need not
sign the same counterpart. In the event that any signature is delivered by
facsimile transmission or by e-mail delivery of a “.pdf” format data file, such
signature shall create a valid and binding obligation of the party executing (or
on whose behalf such signature is executed) with the same force and effect as if
such facsimile or “.pdf” signature page were an original thereof. 

            5.11    
 Severability. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid,
illegal, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their commercially reasonable efforts to find and employ an
alternative means to achieve the same or substantially the same result as that
contemplated by such term, provision, covenant or restriction. It is hereby
stipulated and declared to be the intention of the parties that they would have
executed the remaining terms, provisions, covenants and restrictions without
including any of such that may be hereafter declared invalid, illegal, void or
unenforceable. 

            5.12    
 Replacement of Securities. If any certificate or instrument
evidencing any Securities is mutilated, lost, stolen or destroyed, the Company
shall issue or cause to be issued in exchange and substitution for and upon
cancellation thereof (in the case of mutilation), or in lieu of and substitution
therefor, a new certificate or instrument, but only upon receipt of evidence
reasonably satisfactory to the Company of such loss, theft or destruction. The
applicant for a new certificate or instrument under such circumstances shall
also pay any reasonable third-party costs (including customary indemnity)
associated with the issuance of such replacement Securities. 

            5.13    
 Remedies. In addition to being entitled to exercise all rights
provided herein or granted by law, including recovery of damages, the Purchaser
and the Company will be entitled to specific performance under the Transaction
Documents. The parties agree that monetary damages may not be adequate
compensation for any loss incurred by reason of any breach of obligations
contained in the Transaction Documents and hereby agree to waive and not to
assert in any action for specific performance of any such obligation the defense
that a remedy at law would be adequate.

            5.14    
 Construction. The parties agree that each of them and/or their
respective counsel has reviewed and had an opportunity to revise the Transaction
Documents and, therefore, the normal rule of construction to the effect that any
ambiguities are to be resolved against the drafting party shall not be employed
in the interpretation of the Transaction Documents or any amendments hereto. In
addition, each and every reference to share prices and shares of Common Stock in
any Transaction Document shall be subject to adjustment for reverse and forward
stock splits, stock dividends, stock combinations and other similar
transactions of the Common Stock that occur after the date of this Agreement.

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     5.15      WAIVER OF
JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION
BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY AND
INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY
ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY
JURY.

**Signature Pages Follow** 

15 




      
     IN WITNESS WHEREOF, the parties hereto have caused
this Securities Purchase Agreement to be duly executed by their respective
authorized signatories as of the date first indicated above. 

Anavex Life Sciences Corp. 

By:  /s/ Christopher Missling                                                                    


Name: Christopher Missling

Title:  President

Address: ______________________________________________

                 
______________________________________________

                 
______________________________________________

With a copy of all Notices to Company
Counsel at 
the address set forth in Section 1.1, attention to

Clayton E. Parker, Esq. 

Wire Instructions: 

_____________________________________

_____________________________________ 

_____________________________________ 

_____________________________________ 

_____________________________________ 

_____________________________________ 

**REMAINDER OF PAGE INTENTIONALLY LEFT BLANK** 
SIGNATURE
PAGE FOR PURCHASER FOLLOWS 

16 




PURCHASER SIGNATURE PAGE TO SECURITIES PURCHASE AGREEMENT 

          IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement
to be duly executed by their respective authorized signatories as of the date
first indicated above. 

Name of Purchaser:  Lincoln Park Capital Fund, LLC                                                                                     


Signature of Authorized Signatory of Purchaser: /s/
Jonathan Cope                                                        


Name of Authorized Signatory: Jonathan Cope                                                                                              


Title of Authorized Signatory:  President                                                                                                          


Email Address of Authorized Signatory:
_____________________________________________

Facsimile Number of Authorized Signatory:
__________________________________________ 

Address for Notice of Purchaser: 

 

 

Address for Delivery of Securities for Purchaser (if not same
as address for notice): 

 

 

Subscription Amount: $500,000 

No. of Units: 2,000,000 

 

 

EIN Number (if corporation): 
SSN or SIN Number (if
individual):

17