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






EXCHANGE AGREEMENT 

               THIS
EXCHANGE AGREEMENT (the “Agreement”), dated as of June __, 2013 (the “Effective
Date”), is made by and between Anavex Life Sciences Corp., a Nevada
corporation (“Company”), and holder of certain indebtedness of the Company as
indicated on they signature (the “Holder”). 

               WHEREAS,
subject to the terms and conditions set forth in this Agreement and pursuant to
Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities
Act”), the Company desires to exchange with the Holders, and the Holders desires
to exchange with the Company, securities of the Company as more fully described
in this Agreement. 

               WHEREAS,
as of the Effective Date, the Company is indebted to the Holder in the aggregate
amount indicated on the signature page of the Holder hereto, as evidenced by the
promissory note and/or invoices attached to Schedule A annexed hereto
(the “Debt”); 

               WHEREAS,
the Company and the Holder wish to exchange the Debt for units consisting of
shares of Common Stock and Warrants (as defined below) being offering by the
Company in accordance with the terms of that certain securities purchase
agreement, a copy of which is attached hereto as Exhibit A (the “Purchase
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 Holder agree as follows: 

               1.      Terms
of the Exchange. The Company and the Holder agree that the Holder will
exchange the Debt in exchange for (i) shares of the Company’s Common Stock
(collectively, the “Shares”) (ii) a warrant to purchase shares of Common Stock
at an exercise price of seventy-five cents ($0.75) per share (the “Warrant” and
together with the Shares, the “New Securities”) in the amounts as indicated on
the signature page of the Holder hereto. The Warrant shall be substantially in
the form attached hereto as Exhibit B. 

               2.      Registration
Rights. Concurrently with the execution of this Agreement, the Holder and
the Company will enter into a registration rights agreement, substantially in
the form attached hereto as Exhibit C. 

               3.     
Consent. By executing this Agreement, the Holder hereby provides its
consent to allow the Company to take all necessary action to effectuate the
terms of this Agreement, including, but not limited to, approving any actions
necessary to cancel the Debt. 

               4.      Closing.
Upon satisfaction of the conditions set forth herein, a closing shall occur at
the principal offices of the Company, or such other location as the parties
shall mutually agree. At closing, Holder shall deliver its Debt to the Company
and the Company shall deliver to such Holder certificates evidencing the New
Securities in the name of the Holder and in the amounts as set forth in Section
1 above. Upon closing, any and all obligations of the Company to Holder under
the Debt shall be fully satisfied, the Debt shall be terminated and Holder will
have no remaining rights, powers, privileges, remedies or interests
under the Debt. 




               5.      Further
Assurances. 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 any 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.

               6.     
Representations and Warranties of the Holder. The Holder represents and
warrants as of the date hereof and as of the closing to the Company as follows:


                         a.      Authorization;
Enforcement. The Holder has the requisite corporate power and authority to
enter into and to consummate the transactions contemplated by this Agreement and
otherwise to carry out its obligations hereunder and thereunder. The execution
and delivery of this Agreement by the Holder 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 Holder and no further action is required by
the Holder. This Agreement has been (or upon delivery will have been) duly
executed by the Holder and, when delivered in accordance with the terms hereof,
will constitute the valid and binding obligation of the Holder enforceable
against the Holder 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.      Tax
Advisors. Such Holder has reviewed with its own tax advisors the U.S.
federal, state, local and foreign tax consequences of this investment and the
transactions contemplated by this Agreement. With respect to such matters, such
Holder relies solely on such advisors and not on any statements or
representations of the Company or any of its agents, written or oral. The Holder
understands that it (and not the Company) shall be responsible for its own tax
liability that may arise as a result of this investment or the transactions
contemplated by this Agreement. 

                         c.     
Own Account. Each Holder agrees and acknowledges that the New Securities
shall be “restricted securities” and must be held indefinitely unless
subsequently registered under the Securities Act or an exemption from such
registration, including Rule 144, is available. Furthermore, each Holder and is
acquiring the New Securities as principal for its own account and not with a
view to or for distributing or reselling such New 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 New Securities in violation of
the Securities Act or any applicable state securities law, has no direct or
indirect arrangement or understandings with any other persons to distribute or
regarding the distribution of such New Securities in violation of the Securities
Act or any applicable state securities law and is acquiring the New Securities
hereunder in the ordinary course of its business. 

2




                         d.      Holder
Status. Each Holder acknowledges that he/she/it is an “accredited investor’
within the meaning of Regulation D, Rule 501(a), promulgated by the Securities
and Exchange Commission (the “SEC”) under the Securities Act and shall submit to
the Company such further assurances of such status as may be reasonably
requested by the Company. 

                         e.      Experience
of Such Holder. Such Holder, 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 New Securities, and has so evaluated the
merits and risks of such investment. Such Holder is able to bear the economic
risk of an investment in the New Securities and, at the present time, is able to
afford a complete loss of such investment. 

                         f.     
Company Materials. The Holder hereby acknowledges receipt and careful
review of this Agreement, the Memorandum, including the form of Warrant and all
other exhibits, annexes and appendices thereto (the “Offering Materials”), has
had access to the Company’s Annual Report on Form 10-K and the exhibits thereto
for the fiscal year ended December 31, 2012, the Company’s Quarterly Report on
Form 10-Q and the exhibits thereto for the quarterly period ended March 31, 2013
and all subsequent periodic and current reports filed with the SEC as publicly
filed with and available at the website of the SEC which can be accessed at
www.sec.gov, and hereby represents that the Holder has been furnished with all
information regarding the Company, the terms and conditions of the New
Securities to be received by the Holder and any additional information that the
Holder has requested or desired to know, and has been afforded the opportunity
to ask questions of and receive answers from duly authorized officers or other
representatives of the Company concerning the Company and the terms and
conditions of the New Securities. 

               7.      Representations
and Warranties of the Company. The Company hereby makes the following
representations and warranties to the Holder: 

                         a.      Authorization;
Enforcement.. The Company has the requisite corporate power and authority to
enter into and to consummate the transactions contemplated by this Agreement and
otherwise to carry out its obligations hereunder and thereunder. The execution
and delivery of this Agreement 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 Board of Directors of the Company or the Company’s stockholders
in connection therewith. This Agreement has been (or upon delivery will have
been) duly executed by the Company and, when delivered in accordance with the
terms hereof, 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. 

3




                    8.      Release
by the Holder. In consideration of the foregoing, the Holder releases and
discharges Company, Company’s officers, directors, principals, control persons,
past and present employees, insurers, successors, and assigns (“Company
Parties”) from all actions, cause of action, suits, debts, dues, sums of money,
accounts, reckonings, bonds, bills, specialties, covenants, contracts,
controversies, agreements, promises, variances, trespasses, damages, judgments,
extents, executions, claims, and demands whatsoever, in law, admiralty or
equity, which against Company Parties ever had, now have or hereafter can, shall
or may, have for, upon, or by reason of any matter, cause or thing whatsoever,
whether or not known or unknown, from the beginning of the world to the day of
the date of this Release arising under the Debt. It being understood that this
Section shall be limited in all respects to all matters arising under or related
to the Debt. 

               9.     
Miscellaneous. 

                         a.      Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit
of the parties and their respective successors and assigns. 

                         b.      Governing
Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by
and construed under the laws of the State of New York without regard to the
choice of law principles thereof. Each party hereby irrevocably submits to the
exclusive jurisdiction of the state and federal courts sitting in the State of
New York located in The City of New York, Borough of Manhattan for the
adjudication of any dispute hereunder or in connection herewith or therewith or
with any transaction contemplated hereby or thereby, and hereby irrevocably
waives any objection that such suit, action or proceeding is brought in an
inconvenient forum or that the venue of such suit, action or proceeding is
improper. Nothing contained herein shall be deemed to limit in any way any right
to serve process in any manner permitted by law. 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 WITH OR ARISING OUT OF
THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. 

                         c.      Severability.
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. 

                         d.     
Counterparts/Execution. This Agreement may be executed in two or more
identical counterparts, all of which 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. In the event that any signature is
delivered by facsimile transmission or by an e-mail which contains an electronic
file of an executed signature page, such signature page 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 electronic file
signature page (as the case may be) were an original thereof. 

4




                         e.      Notices.
Any notice, request or other document required or permitted to be given or
delivered to the Holderby the Company shall be delivered in
accordance with the notice provisions of the Purchase Agreement. 

                         f.      Expenses.
The parties hereto shall pay their own costs and expenses in connection
herewith. 

                         g.     
Entire Agreement; Amendments. This Agreement constitutes the entire
agreement between the parties with regard to the subject matter hereof and
thereof, superseding all prior agreements or understandings, whether written or
oral, between or among the parties. This Agreement may be amended, modified,
superseded, cancelled, renewed or extended, and the terms and conditions hereof
may be waived, only by a written instrument signed by all parties, or, in the
case of a waiver, by the party waiving compliance. Except as expressly stated
herein, no delay on the part of any party in exercising any right, power or
privilege hereunder shall operate as a waiver thereof, nor shall any waiver on
the part of any party of any right, power or privilege hereunder preclude any
other or future exercise of any other right, power or privilege hereunder.


                         h.      Headings.
The headings used in this Agreement are used for convenience only and are not to
be considered in construing or interpreting this Agreement.

                         i.      Construction.
The parties agree that each of them and/or their respective counsel has reviewed
and had an opportunity to revise this Agreement 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 this Agreement
or any amendments hereto. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

5




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

 

ANAVEX LIFE SCIENCES CORP. 

 

	 	By:	 
	 	 	Name: 
	 	 	Title: 


******************** 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK 
SIGNATURE PAGE
FOR HOLDERS FOLLOW] 

 

6




[HOLDER SIGNATURE PAGES TO AVXL EXCHANGE AGREEMENT] 

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

Name of Holder:
____________________________________________________


Signature of Authorized Signatory of Holder:
__________________________

Name of Authorized Signatory:
____________________________________

Title of Authorized Signatory:
_____________________________________


Address:
_____________________________________________________________________

Email Address of Authorized Signatory:
___________________________________________

Fax Number of Authorized Signatory:
_________________________________________

Social Security Number or TIN:
_________________________________________

 

Total Amount of Debt Owed:
_________________________________

Number of Common Shares to be issued:
___________________________

Number of Warrants to be issued:
_________________________________


7




SCHEDULE A 

PROMISSORY NOTE AND/OR INVOICES 

 

 

 

8




EXHIBIT A 

SECURITIES PURCHASE AGREEMENT 

 

 

 

9




EXHIBIT B 

FORM OF WARRANT

 

 

 

10




EXHIBIT C 

REGISTRATION RIGHTS AGREEMENT 

 

 

 

11