Anavex Life Sciences Corp. - Exhibit 10.6 - Filed by newsfilecorp.com






REGISTRATION RIGHTS AGREEMENT 

          REGISTRATION
RIGHTS AGREEMENT (this "Agreement"), dated as of July 5th
2013, by and between ANAVEX LIFE SCIENCES CORP., a Nevada corporation,
(the "Company"), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois
limited liability company (together with it permitted assigns, the
“Buyer”). Capitalized terms used herein and not otherwise defined herein
shall have the respective meanings set forth in the Purchase Agreement by and
between the parties hereto, dated as of the date hereof (as amended, restated,
supplemented or otherwise modified from time to time, the "Purchase
Agreement"). 

WHEREAS: 

          The
Company has agreed, upon the terms and subject to the conditions of the Purchase
Agreement, to sell to the Buyer up to Ten Million Dollars ($10,000,000) of the
Company’s Common Stock, and to induce the Buyer to enter into the Purchase
Agreement, the Company has agreed to provide certain registration rights under
the Securities Act of 1933, as amended, and the rules and regulations
thereunder, or any similar successor statute (collectively, the "Securities
Act"), and applicable state securities laws. 

          NOW,
THEREFORE, in consideration of the promises and the mutual covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Buyer hereby
agree as follows: 

          1.          
DEFINITIONS. 

                         As
used in this Agreement, the following terms shall have the following meanings:


                         a.          
"Investor" means the Buyer, any transferee or assignee thereof to whom a
Buyer assigns its rights under this Agreement in accordance with Section 9 and
who agrees to become bound by the provisions of this Agreement and any
transferee or assignee thereof to whom a transferee or assignee assigns its
rights under this Agreement in accordance with Section 9 and who agrees to
become bound by the provisions of this Agreement. 

                         b.          
"Person" means any individual or entity including but not limited to any
corporation, a limited liability company, an association, a partnership, an
organization, a business, an individual, a governmental or political subdivision
thereof or a governmental agency. 

                         c.           "Register,"
"registered," and "registration" refer to a registration effected
by preparing and filing one or more registration statements of the Company in
compliance with the Securities Act and pursuant to Rule 415 under the Securities
Act or any successor rule providing for offering securities on a continuous
basis ("Rule 415"), and the declaration or ordering of effectiveness of
such registration statement(s) by the United States Securities and Exchange
Commission (the "SEC"). 

                         d.           "Registrable
Securities" means (i) all of the Purchase Shares which have been, or which
may, from time to time be issued, including without limitation the Initial
Purchase Shares and all of the Commitment Shares which have been or which may,
from time to time, be issued or issuable to the Investor under the Purchase
Agreement (without regard to any limitation or restriction on purchases), and
(ii) any shares of capital stock issued or issuable with respect to the Purchase
Shares, the Commitment Shares or the Purchase Agreement as a result of
any stock split, stock dividend, recapitalization, exchange or similar event or
otherwise, without regard to any limitation on purchases under the Purchase
Agreement. 




                         e.          
"Registration Statement" means a registration statement of the Company
covering only the sale of the Registrable Securities. 

          2.           REGISTRATION.


                         a.          
Mandatory Registration. The Company shall, within twenty (20) days from
the date hereof, file with the SEC the Registration Statement on Form S-1. The
Registration Statement shall register only the resale of the Registrable
Securities and no other securities of the Company. The Registration Statement,
upon filing with the SEC and at the time it is declared effective by the SEC,
shall satisfy all of the requirements of the Securities Act to register the
resale of the Registrable Securities by the Investor in accordance with this
Agreement under Rule 415 promulgated under the Securities Act at then-prevailing
market prices, and not fixed prices. The Investor and its counsel shall have a
reasonable opportunity to review and comment upon such Registration Statement or
amendment to such Registration Statement and any related prospectus prior to its
filing with the SEC. Investor shall furnish all information reasonably requested
by the Company for inclusion therein. The Company shall use its best efforts to
have the Registration Statement or amendment declared effective by the SEC at
the earliest possible date after the filing thereof. The Company shall use its
best efforts to keep the Registration Statement effective pursuant to Rule 415
promulgated under the Securities Act and available for sales of all of the
Registrable Securities at all times until the earlier of (i) the date as of
which the Investor may sell all of the Registrable Securities without
restriction pursuant to Rule 144 promulgated under the Securities Act (or
successor thereto) or (ii) the date on which the Investor shall have sold all
the Registrable Securities and no Available Amount remains under the Purchase
Agreement (the "Registration Period"). The Registration Statement
(including any amendments or supplements thereto and prospectuses contained
therein) shall not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein, or necessary to make the
statements therein, in light of the circumstances in which they were made, not
misleading. 

                         b.           Rule
424 Prospectus. The Company shall, as required by applicable securities
regulations, from time to time file with the SEC, pursuant to Rule 424
promulgated under the Securities Act, the prospectus and prospectus supplements,
if any, to be used in connection with sales of the Registrable Securities under
the Registration Statement. The Investor and its counsel shall have a reasonable
opportunity to review and comment upon such prospectus prior to its filing with
the SEC. The Investor shall use its reasonable best efforts to comment upon such
prospectus within one (1) Business Day from the date the Investor receives the
final version of such prospectus.

                         c.           Sufficient
Number of Shares Registered. In the event the number of shares available
under the Registration Statement is insufficient to cover all of the Registrable
Securities, the Company shall amend the Registration Statement or file a new
registration statement (a ”New Registration Statement”), so as to cover
all of such Registrable Securities as soon as practicable, but in any event not
later than ten (10) Business Days after the necessity therefor arises, subject
to any limits that may be imposed by the SEC pursuant to Rule 415 under the
Securities Act. The Company shall use its best efforts to cause such amendment
and/or New Registration Statement to become effective as soon as practicable
following the filing thereof.

          3.           RELATED
OBLIGATIONS. 

                         With
respect to the Registration Statement and whenever any Registrable Securities
are to be registered pursuant to Section 2 including on any New Registration
Statement, the Company shall use its reasonable best efforts to effect the
registration of the Registrable Securities in accordance with this Agreement
and, pursuant thereto, the Company shall have the following obligations: 

2




                         a.           The
Company shall prepare and file with the SEC such amendments (including
post-effective amendments) and supplements to any registration statement and the
prospectus used in connection with such registration statement, which prospectus
is to be filed pursuant to Rule 424 promulgated under the Securities Act, as may
be necessary to keep the Registration Statement or any New Registration
Statement effective at all times during the Registration Period, and, during
such period, comply with the provisions of the Securities Act with respect to
the disposition of all Registrable Securities of the Company covered by the
Registration Statement or any New Registration Statement until such time as all
of such Registrable Securities shall have been disposed of in accordance with
this Agreement by the Buyer as set forth in such registration statement. 

                         b.           The
Company shall permit the Investor to review and comment upon the Registration
Statement or any New Registration Statement and all amendments and supplements
thereto at least two (2) Business Days prior to their filing with the SEC, and
not file any document in a form to which Investor reasonably objects. The
Investor shall use its reasonable best efforts to comment upon the Registration
Statement or any New Registration Statement and any amendments or supplements
thereto within two (2) Business Days from the date the Investor receives the
final version thereof. The Company shall furnish to the Investor, without charge
any correspondence from the SEC or the staff of the SEC to the Company or its
representatives relating to the Registration Statement or any New Registration
Statement. 

                         c.           Upon
request of the Investor, the Company shall furnish to the Investor, (i) promptly
after the same is prepared and filed with the SEC, at least one copy of such
registration statement and any amendment(s) thereto, including financial
statements and schedules, all documents incorporated therein by reference and
all exhibits, (ii) upon the effectiveness of any registration statement, a copy
of the prospectus included in such registration statement and all amendments and
supplements thereto (or such other number of copies as the Investor may
reasonably request) and (iii) such other documents, including copies of any
preliminary or final prospectus, as the Investor may reasonably request from
time to time in order to facilitate the disposition of the Registrable
Securities owned by the Investor. 

                         d.           The
Company shall use reasonable best efforts to (i) register and qualify the
Registrable Securities covered by a registration statement under such other
securities or "blue sky" laws of such jurisdictions in the United States as the
Investor reasonably requests, (ii) prepare and file in those jurisdictions, such
amendments (including post-effective amendments) and supplements to such
registrations and qualifications as may be necessary to maintain the
effectiveness thereof during the Registration Period, (iii) take such other
actions as may be necessary to maintain such registrations and qualifications in
effect at all times during the Registration Period, and (iv) take all other
actions reasonably necessary or advisable to qualify the Registrable Securities
for sale in such jurisdictions; provided, however, that the Company shall not be
required in connection therewith or as a condition thereto to (x) qualify to do
business in any jurisdiction where it would not otherwise be required to qualify
but for this Section 3(d), (y) subject itself to general taxation in any such
jurisdiction, or (z) file a general consent to service of process in any such
jurisdiction. The Company shall promptly notify the Investor who holds
Registrable Securities of the receipt by the Company of any notification with
respect to the suspension of the registration or qualification of any of the
Registrable Securities for sale under the securities or "blue sky" laws of any
jurisdiction in the United States or its receipt of actual notice of the
initiation or threatening of any proceeding for such purpose. 

                         e.          
As promptly as practicable after becoming aware of such event or facts, the
Company shall notify the Investor in writing of the happening of any event or
existence of such facts as a result of which the prospectus included in any
registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading, and
promptly prepare a supplement or amendment to such registration statement to
correct such untrue statement or omission, and deliver a copy of such supplement
or amendment to the Investor (or such other number of copies as the Investor may
reasonably request). The Company shall also promptly notify the Investor in
writing (i) when a prospectus or any prospectus supplement or post-effective
amendment has been filed, and when a registration statement or any
post-effective amendment has become effective (notification of such
effectiveness shall be delivered to the Investor by facsimile on the same day of
such effectiveness and by overnight mail), (ii) of any request by the SEC for
amendments or supplements to any registration statement or related prospectus or
related information, and (iii) of the Company's reasonable determination that a
post-effective amendment to a registration statement would be appropriate. 

3




                         f.           The
Company shall use its reasonable best efforts to prevent the issuance of any
stop order or other suspension of effectiveness of any registration statement,
or the suspension of the qualification of any Registrable Securities for sale in
any jurisdiction and, if such an order or suspension is issued, to obtain the
withdrawal of such order or suspension at the earliest possible moment and to
notify the Investor of the issuance of such order and the resolution thereof or
its receipt of actual notice of the initiation or threat of any proceeding for
such purpose. 

                         g.           The
Company shall (i) cause all the Registrable Securities to be listed on each
securities exchange on which securities of the same class or series issued by
the Company are then listed, and (ii) secure designation and quotation of all
the Registrable Securities on the Principal Market. The Company shall pay all
fees and expenses in connection with satisfying its obligation under this
Section. 

                         h.           The
Company shall cooperate with the Investor to facilitate the timely issuance of
the Registrable Securities as set forth in the purchase Agreement, it being
agreed that all Registrable Securities to be issued pursuant to the Purchase
Agreement shall be issued as DWAC Shares. 

                         i.           The
Company shall at all times provide a transfer agent and registrar with respect
to its Common Stock. 

                         j.           If
reasonably requested by the Investor, the Company shall (i) immediately
incorporate in a prospectus supplement or post-effective amendment such
information as the Investor believes should be included therein relating to the
sale and distribution of Registrable Securities, including, without limitation,
information with respect to the number of Registrable Securities being sold, the
purchase price being paid therefor and any other terms of the offering of the
Registrable Securities; (ii) make all required filings of such prospectus
supplement or post-effective amendment as soon as notified of the matters to be
incorporated in such prospectus supplement or post-effective amendment; and
(iii) supplement or make amendments to any registration statement. 

                         k.           The
Company shall use its reasonable best efforts to cause the Registrable
Securities covered by any registration statement to be registered with or
approved by such other governmental agencies or authorities as may be necessary
to consummate the disposition of such Registrable Securities. 

                         l.           Within
one (1) Business Day after any registration statement which includes the
Registrable Securities is ordered effective by the SEC, the Company shall
deliver, and shall cause legal counsel for the Company to deliver, to the
transfer agent for such Registrable Securities (with copies to the Investor)
confirmation that such registration statement has been declared effective by the
SEC in the form attached hereto as Exhibit A. Thereafter, if requested by
the Buyer at any time, the Company shall require its counsel to deliver to the Buyer a written
confirmation whether or not the effectiveness of such registration statement has
lapsed at any time for any reason (including, without limitation, the issuance
of a stop order) and whether or not the registration statement is current and
available to the Buyer for sale of all of the Registrable Securities. 

4




                         m.           The
Company shall take all other reasonable actions necessary to expedite and
facilitate disposition by the Investor of Registrable Securities pursuant to any
registration statement. 

          4.           OBLIGATIONS
OF THE INVESTOR. 

                         a.           The
Company shall notify the Investor in writing of the information the Company
reasonably requires from the Investor in connection with any registration
statement hereunder. Within two (2) business days of the Company’s request, the
Investor shall furnish to the Company such information regarding itself, the
Registrable Securities held by it and the intended method of disposition of the
Registrable Securities held by it as shall be reasonably required to effect the
registration of such Registrable Securities and shall execute such documents in
connection with such registration as the Company may reasonably request. 

                         b.           The
Investor agrees to cooperate with the Company as reasonably requested by the
Company in connection with the preparation and filing of any registration
statement hereunder. 

                         c.           The
Investor agrees that, upon receipt of any notice from the Company of the
happening of any event or existence of facts of the kind described in Section
3(f) or the first sentence of 3(e), the Investor will immediately discontinue
disposition of Registrable Securities pursuant to any registration statement(s)
covering such Registrable Securities until the Investor's receipt of the copies
of the supplemented or amended prospectus contemplated by Section 3(f) or the
first sentence of 3(e). Notwithstanding anything to the contrary, the Company
shall cause its transfer agent to promptly deliver shares of Common Stock
without any restrictive legend in accordance with the terms of the Purchase
Agreement in connection with any sale of Registrable Securities with respect to
which an Investor has entered into a contract for sale prior to the Investor's
receipt of a notice from the Company of the happening of any event of the kind
described in Section 3(f) or the first sentence of 3(e) and for which the
Investor has not yet settled. 

          5.           EXPENSES
OF REGISTRATION. 

                         All
reasonable expenses, other than sales or brokerage commissions, incurred in
connection with registrations, filings or qualifications pursuant to Sections 2
and 3, including, without limitation, all registration, listing and
qualifications fees, printers and accounting fees, and fees and disbursements of
counsel for the Company, shall be paid by the Company. 

          6.           INDEMNIFICATION.


                         a.           To
the fullest extent permitted by law, the Company will, and hereby does,
indemnify, hold harmless and defend the Investor, each Person, if any, who
controls the Investor, the members, the directors, officers, partners,
employees, agents, representatives of the Investor and each Person, if any, who
controls the Investor within the meaning of the Securities Act or the Securities
Exchange Act of 1934, as amended (the "Exchange Act") (each, an
"Indemnified Person"), against any losses, claims, damages, liabilities,
judgments, fines, penalties, charges, costs, attorneys' fees, amounts paid in
settlement or expenses, joint or several, (collectively, "Claims")
incurred in investigating, preparing or defending any action, claim, suit,
inquiry, proceeding, investigation or appeal taken from the foregoing by or
before any court or governmental, administrative or other regulatory agency,
body or the SEC, whether pending or threatened, whether or not an
indemnified party is or may be a party thereto ("Indemnified Damages"),
to which any of them may become subject insofar as such Claims (or actions or
proceedings, whether commenced or threatened, in respect thereof) arise out of
or are based upon: (i) any untrue statement or alleged untrue statement of a
material fact in the Registration Statement, any New Registration Statement or
any post-effective amendment thereto or in any filing made in connection with
the qualification of the offering under the securities or other "blue sky" laws
of any jurisdiction in which Registrable Securities are offered ("Blue Sky
Filing"), or the omission or alleged omission to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading, (ii) any untrue statement or alleged untrue statement of a material
fact contained in the final prospectus (as amended or supplemented, if the
Company files any amendment thereof or supplement thereto with the SEC) or the
omission or alleged omission to state therein any material fact necessary to
make the statements made therein, in light of the circumstances under which the
statements therein were made, not misleading, (iii) any violation or alleged
violation by the Company of the Securities Act, the Exchange Act, any other law,
including, without limitation, any state securities law, or any rule or
regulation thereunder relating to the offer or sale of the Registrable
Securities pursuant to the Registration Statement or any New Registration
Statement or (iv) any material violation by the Company of this Agreement (the
matters in the foregoing clauses (i) through (iv) being, collectively,
"Violations"). The Company shall reimburse each Indemnified Person
promptly as such expenses are incurred and are due and payable, for any
reasonable legal fees or other reasonable expenses incurred by them in
connection with investigating or defending any such Claim. Notwithstanding
anything to the contrary contained herein, the indemnification agreement
contained in this Section 6(a): (i) shall not apply to a Claim by an Indemnified
Person arising out of or based upon a Violation which occurs in reliance upon
and in conformity with information about the Investor furnished in writing to
the Company by such Indemnified Person expressly for use in connection with the
preparation of the Registration Statement, any New Registration Statement or any
such amendment thereof or supplement thereto, if such prospectus was timely made
available by the Company pursuant to Section 3(c) or Section 3(e); (ii) with
respect to any superseded prospectus, shall not inure to the benefit of any such
person from whom the person asserting any such Claim purchased the Registrable
Securities that are the subject thereof (or to the benefit of any person
controlling such person) if the untrue statement or omission of material fact
contained in the superseded prospectus was corrected in the revised prospectus,
as then amended or supplemented, if such revised prospectus was timely made
available by the Company pursuant to Section 3(c) or Section 3(e), and the
Indemnified Person was promptly advised in writing not to use the incorrect
prospectus prior to the use giving rise to a violation and such Indemnified
Person, notwithstanding such advice, used it; (iii) shall not be available to
the extent such Claim is based on a failure of the Investor to deliver or to
cause to be delivered the prospectus made available by the Company, if such
prospectus was timely made available by the Company pursuant to Section 3(c) or
Section 3(e); and (iv) shall not apply to amounts paid in settlement of any
Claim if such settlement is effected without the prior written consent of the
Company, which consent shall not be unreasonably withheld. Such indemnity shall
remain in full force and effect regardless of any investigation made by or on
behalf of the Indemnified Person and shall survive the transfer of the
Registrable Securities by the Investor pursuant to Section 9. 

5




                         b.           In
connection with the Registration Statement or any New Registration Statement,
the Investor agrees to severally and not jointly indemnify, hold harmless and
defend, to the same extent and in the same manner as is set forth in Section
6(a), the Company, each of its directors, each of its officers who signs the
Registration Statement or any New Registration Statement, each Person, if any,
who controls the Company within the meaning of the Securities Act or the
Exchange Act (collectively and together with an Indemnified Person, an
"Indemnified Party"), against any Claim or Indemnified Damages to which
any of them may become subject, under the Securities Act, the Exchange Act or
otherwise, insofar as such Claim or Indemnified Damages arise out of or are
based upon any Violation, in each case to the extent, and only to the extent,
that such Violation occurs in reliance upon and in conformity with written
information about the Investor set forth on Exhibit B attached hereto and
furnished to the Company by the Investor expressly for use in
connection with such registration statement; and, subject to Section 6(d), the
Investor will reimburse any legal or other expenses reasonably incurred by them
in connection with investigating or defending any such Claim; provided, however,
that the indemnity agreement contained in this Section 6(b) and the agreement
with respect to contribution contained in Section 7 shall not apply to amounts
paid in settlement of any Claim if such settlement is effected without the prior
written consent of the Investor, which consent shall not be unreasonably
withheld; provided, further, however, that the Investor shall be liable under
this Section 6(b) for only that amount of a Claim or Indemnified Damages as does
not exceed the net proceeds to the Investor as a result of the sale of
Registrable Securities pursuant to such registration statement. Such indemnity
shall remain in full force and effect regardless of any investigation made by or
on behalf of such Indemnified Party and shall survive the transfer of the
Registrable Securities by the Investor pursuant to Section 9.

6




                         c.           Promptly
after receipt by an Indemnified Person or Indemnified Party under this Section 6
of notice of the commencement of any action or proceeding (including any
governmental action or proceeding) involving a Claim, such Indemnified Person or
Indemnified Party shall, if a Claim in respect thereof is to be made against any
indemnifying party under this Section 6, deliver to the indemnifying party a
written notice of the commencement thereof, and the indemnifying party shall
have the right to participate in, and, to the extent the indemnifying party so
desires, jointly with any other indemnifying party similarly noticed, to assume
control of the defense thereof with counsel mutually satisfactory to the
indemnifying party and the Indemnified Person or the Indemnified Party, as the
case may be; provided, however, that an Indemnified Person or Indemnified Party
shall have the right to retain its own counsel with the fees and expenses to be
paid by the indemnifying party, if, in the reasonable opinion of counsel
retained by the indemnifying party, the representation by such counsel of the
Indemnified Person or Indemnified Party and the indemnifying party would be
inappropriate due to actual or potential differing interests between such
Indemnified Person or Indemnified Party and any other party represented by such
counsel in such proceeding. The Indemnified Party or Indemnified Person shall
cooperate fully with the indemnifying party in connection with any negotiation
or defense of any such action or claim by the indemnifying party and shall
furnish to the indemnifying party all information reasonably available to the
Indemnified Party or Indemnified Person which relates to such action or claim.
The indemnifying party shall keep the Indemnified Party or Indemnified Person
fully apprised at all times as to the status of the defense or any settlement
negotiations with respect thereto. No indemnifying party shall be liable for any
settlement of any action, claim or proceeding effected without its written
consent, provided, however, that the indemnifying party shall not unreasonably
withhold, delay or condition its consent. No indemnifying party shall, without
the consent of the Indemnified Party or Indemnified Person, consent to entry of
any judgment or enter into any settlement or other compromise which does not
include as an unconditional term thereof the giving by the claimant or plaintiff
to such Indemnified Party or Indemnified Person of a release from all liability
in respect to such claim or litigation. Following indemnification as provided
for hereunder, the indemnifying party shall be subrogated to all rights of the
Indemnified Party or Indemnified Person with respect to all third parties, firms
or corporations relating to the matter for which indemnification has been made.
The failure to deliver written notice to the indemnifying party within a
reasonable time of the commencement of any such action shall not relieve such
indemnifying party of any liability to the Indemnified Person or Indemnified
Party under this Section 6, except to the extent that the indemnifying party is
prejudiced in its ability to defend such action. 

                         d.           The
indemnification required by this Section 6 shall be made by periodic payments of
the amount thereof during the course of the investigation or defense, as and
when bills are received or Indemnified Damages are incurred. 

7




                         e.          
The indemnity agreements contained herein shall be in addition to (i) any cause
of action or similar right of the Indemnified Party or Indemnified Person
against the indemnifying party or others, and (ii) any liabilities the
indemnifying party may be subject to pursuant to the law. 

          7.           CONTRIBUTION.


                         To
the extent any indemnification by an indemnifying party is prohibited or limited
by law, the indemnifying party agrees to make the maximum contribution with
respect to any amounts for which it would otherwise be liable under Section 6 to
the fullest extent permitted by law; provided, however, that: (i) no seller of
Registrable Securities guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any seller of Registrable Securities who was not guilty of
fraudulent misrepresentation; and (ii) contribution by any seller of Registrable
Securities shall be limited in amount to the net amount of proceeds received by
such seller from the sale of such Registrable Securities. 

          8.           REPORTS
AND DISCLOSURE UNDER THE SECURITIES ACTS. 

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

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

                         b.          
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;

                         c.          
furnish to the Investor so long as the Investor owns Registrable Securities,
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 Investor to sell such securities pursuant to Rule 144 without
registration; and 

                         d.           take
such additional action as is requested by the Investor to enable the Investor to
sell the Registrable Securities 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 Investor and otherwise fully cooperate with Investor
and Investor’s broker to effect such sale of securities pursuant to Rule 144.


                        
The Company agrees that damages may be an inadequate remedy for any breach of
the terms and provisions of this Section 8 and that Investor 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. 

8




          9.           ASSIGNMENT
OF REGISTRATION RIGHTS. 

                         The
Company shall not assign this Agreement or any rights or obligations hereunder
without the prior written consent of the Investor. The Investor may not assign
its rights under this Agreement without the written consent of the Company,
other than to an affiliate of the Investor controlled by Jonathan Cope or Josh
Scheinfeld. 

          10.           AMENDMENT
OF REGISTRATION RIGHTS. 

                         Provisions
of this Agreement may be amended and the observance thereof may be waived
(either generally or in a particular instance and either retroactively or
prospectively), only with the written consent of the Company and the Investor.


          11.           MISCELLANEOUS.


                         a.           A
Person is deemed to be a holder of Registrable Securities whenever such Person
owns or is deemed to own of record such Registrable Securities. If the Company
receives conflicting instructions, notices or elections from two or more Persons
with respect to the same Registrable Securities, the Company shall act upon the
basis of instructions, notice or election received from the registered owner of
such Registrable Securities. 

                         b.          
Any notices, consents, waivers or other communications required or permitted to
be given under the terms of this Agreement must be in writing and will be deemed
to have been delivered: (i) upon receipt, when delivered personally; (ii) upon
receipt, when sent by facsimile (provided confirmation of transmission is
mechanically or electronically generated and kept on file by the sending party);
or (iii) one (1) Business Day after deposit with a nationally recognized
overnight delivery service, in each case properly addressed to the party to
receive the same. The addresses and facsimile numbers for such communications
shall be: 

If to the Company: 

If to the Company: 

Anavex Life Sciences Corp. 

Address for Notice: 
c/o RF
Lafferty & Co, Inc. 
80 Broad Street 26th Floor 
New York,
NY 10004 

Telephone:           212-332-4440
Facsimile:             
917-591-5941

Attention:            
Tom Skarpelos 


With a copy to: 

Clark Wilson LLP 
900 – 885 West
Georgia Street 
Vancouver, BC, Canada V6C 3H1

Telephone:           604-687-5700

Facsimile:             
604-687-6314

Attention:            
Bernard Pinsky 

9




With a copy to: 

RF Lafferty & Co, Inc.

Attention to Rob Hackel, CCO
80 Broad Street 26th Floor

New York, New York 10004

Telephone:          
212-293-9090
Facsimile:             
917-591-5941 

If to the Investor: 

Lincoln Park Capital Fund, LLC 
440
North Wells, Suite 410 
Chicago, IL 60654

Telephone:           312-822-9300

Facsimile:             
312-822-9301

Attention:             
Josh Scheinfeld/Jonathan Cope 


or at such other address and/or facsimile number and/or to the
attention of such other person as the recipient party has specified by written
notice given to each other party three (3) Business Days prior to the
effectiveness of such change. Written confirmation of receipt (A) given by the
recipient of such notice, consent, waiver or other communication, (B)
mechanically or electronically generated by the sender's facsimile machine
containing the time, date, recipient facsimile number and an image of the first
page of such transmission or (C) provided by a nationally recognized overnight
delivery service, shall be rebuttable evidence of personal service, receipt by
facsimile or receipt from a nationally recognized overnight delivery service in
accordance with clause (i), (ii) or (iii) above, respectively. 

                         c.          
No provision of this Agreement may be amended or waived by the parties from and
after the date that is one Business Day immediately preceding the initial filing
of the Registration Statement with the SEC. Subject to the immediately preceding
sentence, no provision of this Agreement may be (i) amended other than by a
written instrument signed by both parties hereto or (ii) waived other than in a
written instrument signed by the party against whom enforcement of such waiver
is sought. Failure of any party to exercise any right or remedy under this
Agreement or otherwise, or delay by a party in exercising such right or remedy,
shall not operate as a waiver thereof. 

                         d.           The
corporate laws of the State of Nevada shall govern all issues concerning the
relative rights of the Company and its stockholders. All other questions
concerning the construction, validity, enforcement and interpretation of this
Agreement shall be governed by the internal laws of the State of Illinois,
without giving effect to any choice of law or conflict of law provision or rule
(whether of the State of Illinois or any other jurisdictions) that would cause
the application of the laws of any jurisdictions other than the State of
Illinois. Each party hereby irrevocably submits to the exclusive jurisdiction of
the state and federal courts sitting the City of Chicago, for the adjudication
of any dispute hereunder or in connection herewith or with any transaction
contemplated hereby or discussed herein, 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 brought in an inconvenient forum or that the venue of such
suit, action or proceeding is improper. 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 to such party at the
address for such 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 manner permitted by law. If any provision of this Agreement shall be
invalid or unenforceable in any jurisdiction, such invalidity or
unenforceability shall not affect the validity or enforceability of the
remainder of this Agreement in that jurisdiction or the validity or
enforceability of any provision of this Agreement in any other jurisdiction.
  EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO
REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN
CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION
CONTEMPLATED HEREBY. 

10




                         e.          
This Agreement, and the Purchase Agreement constitute the entire agreement among
the parties hereto with respect to the subject matter hereof and thereof. There
are no restrictions, promises, warranties or undertakings, other than those set
forth or referred to herein and therein. This Agreement and the Purchase
Agreement supersede all prior agreements and understandings among the parties
hereto with respect to the subject matter hereof and thereof. 

                         f.           Subject
to the requirements of Section 9, this Agreement shall inure to the benefit of
and be binding upon the successors and permitted assigns of each of the parties
hereto. 

                         g.          
The headings in this Agreement are for convenience of reference only and shall
not limit or otherwise affect the meaning hereof. 

                         h.           This
Agreement may be executed in identical counterparts, each of which shall be
deemed an original but all of which shall constitute one and the same agreement.
This Agreement, once executed by a party, may be delivered to the other party
hereto by facsimile transmission of a copy of this Agreement bearing the
signature of the party so delivering this Agreement. 

                         i.           Each
party shall do and perform, or cause to be done and performed, all such further
acts and things, and shall execute and deliver all such other agreements,
certificates, instruments and documents, as the other party may reasonably
request in order to carry out the intent and accomplish the purposes of this
Agreement and the consummation of the transactions contemplated hereby. 

                         j.          
The language used in this Agreement will be deemed to be the language chosen by
the parties to express their mutual intent and no rules of strict construction
will be applied against any party. 

                         k.           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. 

* * * * * * 

11




          IN
WITNESS WHEREOF, the parties have caused this Registration Rights Agreement
to be duly executed as of day and year first above written. 

	 	THE COMPANY: 
	 	  
	 	ANAVEX LIFE SCIENCES CORP. 
	 	  
	 	  
	 	By: /s/ Christopher Missling 
	 	Name: Christopher Missling 
	 	Title: CEO & President 
	 	  
	 	  
	 	BUYER: 
	 	  
	 	LINCOLN PARK CAPITAL FUND, LLC 
	 	BY: LINCOLN PARK CAPITAL PARTNERS, LLC
    
	 	BY: ALEX NOAH INVESTORS, INC. 
	 	  
	 	By:/s/ Jonathan Cope 
	 	Name: Jonathan Cope 
	 	Title: President 


12




EXHIBIT A 

TO REGISTRATION RIGHTS AGREEMENT 

FORM OF NOTICE OF EFFECTIVENESS 
OF REGISTRATION
STATEMENT 

[Date] 

[TRANSFER AGENT]

___________________
___________________


Re: [__________] 

Ladies and Gentlemen: 

          We are
counsel to ANAVEX LIFE SCIENCES CORP., a Nevada corporation (the
“Company”), and have represented the Company in connection with that
certain Purchase Agreement, dated as of _________, 2013 (the “Purchase
Agreement”), entered into by and between the Company and Lincoln Park
Capital Fund, LLC (the “Buyer”) pursuant to which the Company has agreed
to issue to the Buyer shares of the Company's Common Stock, par value $.001 per
share (the “Common Stock”), in an amount up to Ten Million Dollars
($10,000,000) (the “Purchase Shares”), in accordance with the terms of
the Purchase Agreement. In connection with the transactions contemplated by
the Purchase Agreement, the Company has registered with the U.S.
Securities & Exchange Commission the following shares of Common Stock: 

	 	1) 	
      _________ shares of Common Stock to be issued upon
      purchase from the Company by the Buyer from time to time (the “Purchase
      Shares,”).

	 	2) 	
      _______ shares of Common Stock which have been issued to
      the Buyer as the initial purchase shares (the ”Initial Purchase
      Shares”).

	 	3) 	
      341,858 shares of Common Stock which have been issued to
      the Buyer as a commitment fee (the “Commitment Shares”).

	 	4) 	
      133,409 shares of Common Stock to be issued in connection
      with each purchase of Purchase Shares as a commitment fee (the
      “Additional Commitment Shares”)



Pursuant to the Purchase Agreement, the Company also has
entered into a Registration Rights Agreement, dated as of ______, 2013, with the
Buyer (the “Registration Rights Agreement”) pursuant to which the Company
agreed, among other things, to register the Purchase Shares and the Commitment
Shares under the Securities Act of 1933, as amended (the “Securities
Act”). In connection with the Company's obligations under the Purchase
Agreement and the Registration Rights Agreement, on _______, 2013, the Company
filed a Registration Statement (File No. 333-_________) (the “Registration
Statement”) with the Securities and Exchange Commission (the “SEC”)
relating to the sale of the Purchase Shares, and the Additional Commitment
Shares. 

          In
connection with the foregoing, we advise you that a member of the SEC's staff
has advised us by telephone that the SEC has entered an order declaring the
Registration Statement effective under the Securities Act at _____ P.M. on
__________, 2013 and we have no knowledge, after telephonic inquiry of a member
of the SEC's staff, that any stop order suspending its effectiveness has been
issued or that any proceedings for that purpose are pending before, or
threatened by, the SEC and the Purchase Shares, including without limitation the
Initial Purchase Shares and the Commitment Shares are available for sale under
the Securities Act pursuant to the Registration Statement and may issued without
any restrictive legend. 




Very truly yours, 
[Company
Counsel] 

 

By:____________________


CC:      Lincoln Park Capital Fund,
LLC 




EXHIBIT B 

TO REGISTRATION RIGHTS AGREEMENT


Information About The Investor Furnished To The Company By
The Investor 
Expressly For Use In Connection With The Registration Statement


As of the date of the Purchase Agreement, Lincoln Park Capital
Fund, LLC, beneficially owned _______ shares of common stock of the Company.
Josh Scheinfeld and Jonathan Cope, the Managing Members of Lincoln Park Capital,
LLC, are deemed to be beneficial owners of all of the shares of common stock
owned by Lincoln Park Capital Fund. Messrs. Cope and Scheinfeld have shared
voting and investment power over the shares being offered under the prospectus
filed with the SEC in connection with the transactions contemplated under the
Purchase Agreement. Lincoln Park Capital is not a licensed broker dealer or an
affiliate of a licensed broker dealer.