NONE OF
THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION RELATES
HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE "1933 ACT"), OR ANY U.S. STATE SECURITIES
LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD,
DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR
TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF
REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN
ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION,
HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED
UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S.
PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933
ACT.
PRIVATE PLACEMENT SUBSCRIPTION
FOR NON U.S., NON-CANADIAN SUBSCRIBERS
ANAVEX LIFE SCIENCES CORP.
INSTRUCTIONS TO SUBSCRIBER:
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1.
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THIS OFFERING IS NOT AVAILABLE
TO RESIDENTS OF THE UNITED STATES OR CANADA.
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2.
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COMPLETE
the information on page 11 of this
Subscription.
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3.
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WIRE the Subscription Proceeds to Anavex Life
Sciences Corp pursuant to the wire instructions provided by the
Company, or deliver a $US bank draft.
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4.
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FAX a copy of page 11 of this Subscription, and all
pages of the applicable Schedules of this Subscription to Harvey
Lalach, President Anavex Life Sciences Corp., at +30 211 113
9531.
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5.
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COURIER
the originally executed copy of the
entire Subscription, together with all duly signed Schedules, to
Anavex Life Sciences Corp. to
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Anavex Life Sciences Corp.
27 Marathonos Ave.,
15351 Athens, Greece
NOTE there are contractual resale restrictions
set out in this Subscription in addition to resale restrictions
imposed by law.
If you
have any questions please contact Harvey Lalach, President of the
Company, at: +30 694 736 7606
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NONE OF THE SECURITIES TO
WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION RELATES HAVE BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"), OR ANY U.S. STATE SECURITIES LAWS, AND,
UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S.
PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S
UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR
IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF
THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING
THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE
1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY
REGULATION S UNDER THE 1933 ACT.
PRIVATE PLACEMENT SUBSCRIPTION
(Non U.S. Subscribers
Only)
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TO:
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ANAVEX LIFE
SCIENCES CORP. (the
"Company")
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Athens,
Greece
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Purchase of
Units
1.
Subscription
1.1
The undersigned (the "Subscriber") hereby irrevocably subscribes
for and agrees to purchase the number of units (the
“Units”) of the Company as set out on page 11 of this
Subscription at a price of US$2.25 per Unit (such subscription and
agreement to purchase being the "Subscription"), for the total
subscription price as set out on page 11 of this Subscription (the
"Subscription Proceeds"), which Subscription Proceeds are tendered
herewith, on the basis of the representations and warranties and
subject to the terms and conditions set forth herein. The total
offering is intended to be $2,500,000 but may be more or less in
the discretion of the Company. The Shares are also referred to as
the “Securities”.
1.2
Each Unit will consist of one share of common stock in the capital
of the Company (each, a “Share”) and 1.125 (one and one
eighth) share purchase warrants (each, a “Warrant”)
subject to adjustment. Each full Warrant shall be non-transferable.
Each full Warrant shall entitle the holder thereof to purchase one
share of common stock in the capital of the Company (each, a
“Warrant Share”), as presently constituted for a period
of two years commencing from the Closing (as defined hereafter), at
a price per Warrant Share of US$2.25. Certificates representing the
Warrants will be in the form attached as Exhibit A. The Shares,
Warrants and Warrant Shares are referred to herein as the
“Securities”.
1.3
The Company hereby agrees to sell, on the basis of the
representations and warranties and subject to the terms and
conditions set forth herein, to the Subscriber the Securities.
Subject to the terms hereof, the Subscription will be effective
upon its acceptance by the Company.
1.4
Unless otherwise provided, all dollar amounts referred to in this
Subscription are in lawful money of the United States of
America.
2.
Payment
2.1
The Subscription Proceeds must accompany this Subscription and
shall be wired directly to the Company's account in accordance with
the wire instructions as provided by the Company or delivering a
$US banker’s check. Where the Subscription Proceeds are paid
to the Company, the Company may treat the
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Subscription Proceeds as a
non-interest bearing loan and may use the Subscription Proceeds
prior to this subscription being accepted by the
Company.
2.2
The Subscriber shall complete, sign and return to the Company as
soon as possible, on request by the Company, any documents,
questionnaires, notices and undertakings as may be required by
regulatory authorities, the OTC Bulletin Board, stock exchanges and
applicable law.
2.3
The Subscriber acknowledges that the Company may pay finders’
fees to finders in connection with this placement on terms
negotiated and approved by the Company.
3.
Closing
3.1
Closing of the purchase and sale of the Units shall occur on or
before June 12, 2009, or on such other date as may be determined by
the Company in its sole discretion (the "Closing Date"). The
Subscriber acknowledges that Units may be issued to other
subscribers under this offering (the "Offering") before or after
the Closing Date (the last sale of Units under this Offering being
referred to as the "Final Closing Date").
4.
Acknowledgements of Subscriber
4.1
The Subscriber acknowledges and agrees that:
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(a)
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the Securities have not been
registered under the Securities Act of 1933, as amended (the "1933
Act"), or under any state securities or "blue sky" laws of any
state of the United States, and are being offered only in a
transaction not involving any public offering within the meaning of
the 1933 Act, and, unless so registered, may not be offered or sold
in the United States or to U.S. Persons (as defined herein), except
pursuant to an effective registration statement under the 1933 Act,
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;
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(b)
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the Company will refuse to
register any transfer of the Securities not made in accordance with
the provisions of Regulation S, pursuant to an effective
registration statement under the 1933 Act or pursuant to an
available exemption from, or in a transaction not subject to, the
registration requirements of the 1933 Act;
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(c)
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the decision to execute this
Subscription and purchase the Securities agreed to be purchased
hereunder has not been based upon any oral or written
representation as to fact or otherwise made by or on behalf of the
Company and such decision is based solely upon a review of publicly
available information regarding the Company available on the
website of the United States Securities and Exchange Commission
(the "SEC") available at www.sec.gov (the "Company
Information");
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(d)
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the Subscriber and the
Subscriber's advisor(s) have had a reasonable opportunity to review
the Company Information and to ask questions of and receive answers
from the Company regarding the Offering, and to obtain additional
information, to the extent possessed or obtainable without
unreasonable effort or expense, necessary to verify the accuracy of
the information contained in the Company Information, or any other
document provided to the Subscriber;
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(e)
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the books and records of the
Company were available upon reasonable notice for inspection,
subject to certain confidentiality restrictions, by the Subscriber
during reasonable business hours at its principal place of business
and that all documents, records and books pertaining to this
Offering have been made available for inspection by the Subscriber,
the Subscriber's attorney and/or advisor(s);
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(f)
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by execution hereof the
Subscriber has waived the need for the Company to communicate its
acceptance of the purchase of the Units pursuant to this
Subscription;
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(g)
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the Company is entitled to rely
on the representations and warranties and the statements and
answers of the Subscriber contained in this Subscription and the
Subscriber will hold harmless the Company from any loss or damage
it may suffer as a result of the Subscriber's failure to correctly
complete this Subscription;
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(h)
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the Subscriber will indemnify and
hold harmless the Company and, where applicable, its respective
directors, officers, employees, agents, advisors and shareholders
from and against any and all loss, liability, claim, damage and
expense whatsoever (including, but not limited to, any and all
fees, costs and expenses whatsoever reasonably incurred in
investigating, preparing or defending against any claim, lawsuit,
administrative proceeding or investigation whether commenced or
threatened) arising out of or based upon any acknowledgment,
representation or warranty of the Subscriber contained herein or in
any other document furnished by the Subscriber to the Company in
connection herewith, being untrue in any material respect or any
breach or failure by the Subscriber to comply with any covenant or
agreement made by the Subscriber to the Company in connection
therewith;
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(i)
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the issuance and sale of the
Securities to the Subscriber will not be completed if it would be
unlawful or if, in the discretion of the Company acting reasonably,
it is not in the best interests of the Company;
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(j)
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the Subscriber has not acquired
the Securities as a result of, and will not itself engage in, any
"directed selling efforts" (as defined in Regulation S under the
1933 Act) in the United States in respect of any of the Units which
would include any activities undertaken for the purpose of, or that
could reasonably be expected to have the effect of, conditioning
the market in the United States for the resale of any of the Units;
provided, however, that the Subscriber may sell or otherwise
dispose of any of the Securities pursuant to registration of any of
the Shares pursuant to the 1933 Act and any applicable state
securities laws or under an exemption from such registration
requirements and as otherwise provided herein;
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(k)
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the Subscriber is outside the
United States when receiving and executing this Subscription and is
acquiring the Securities as principal for its own account, for
investment purposes only, and not with a view to, or for, resale,
distribution or fractionalization thereof, in whole or in part, and
no other person has a direct or indirect beneficial interest in
such Securities;
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(l)
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none of the Securities may be
offered or sold to a U.S. Person or for the account or benefit of a
U.S. Person (other than a distributor) prior to the end of the
expiration of a period of one year after the date of original
issuance of the Securities;
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(m)
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the statutory and regulatory
basis for the exemption claimed for the offer and sale of the
Securities, although in technical compliance with Regulation S,
would not be available if the offering is part of a plan or scheme
to evade the registration provisions of the 1933 Act;
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(n)
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the Subscriber has been advised
to consult its own legal, tax and other advisors with respect to
the merits and risks of an investment in the Securities and with
respect to applicable resale restrictions and it is solely
responsible (and the Company is in any way responsible) for
compliance with applicable resale restrictions;
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(o)
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the Securities are not listed on
any stock exchange or automated dealer quotation system and no
representation has been made to the Subscriber that any of the
Securities will become listed on any stock exchange or automated
dealer quotation system, except that currently certain market
makers make market in the shares of the Company's common stock on
the OTC Bulletin Board;
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(p)
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neither the SEC nor any other
securities commission or similar regulatory authority has reviewed
or passed on the merits of the Securities;
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(q)
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no documents in connection with
this Offering have been revie
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