Exhibit 10.5
FORM OF WARRANT
THESE SECURITIES HAVE NOT BEEN
REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE
UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “1933 ACT”), AND, ACCORDINGLY,
MAY NOT BE OFFERED OR SOLD EXCEPT 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 1993 ACT AND IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS.
THESE WARRANTS WILL EXPIRE AND BECOME NULL AND
VOID
AT 12:00 P.M. ON __________, 2010.
SHARE PURCHASE WARRANTS TO PURCHASE SHARES OF
COMMON STOCK OF
ANAVEX LIFE SCIENCES CORP.
THIS IS TO CERTIFY THAT _____________________ , (the
"Holder") of __________ SHARE PURCHASE WARRANTS, has the
right to purchase, upon and subject to the terms and conditions
hereinafter referred to, up to __________ fully paid and
non-assessable shares of common stock (the "Shares") in the capital
of Anavex Life Sciences Corp. (hereinafter called the "Company") on
or before 12:00 p.m. on __________ (the "Expiry Date") at a price
per Share of US$4.00 (the "Exercise Price") on the terms and
conditions attached hereto as Appendix A (the "Terms and
Conditions").
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1.
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ONE (1) WARRANT AND THE EXERCISE
PRICE ARE REQUIRED TO PURCHASE ONE SHARE. THIS CERTIFICATE
REPRESENTS __________ WARRANTS.
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2.
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These Warrants are issued subject
to the Terms and Conditions, and the Warrant Holder may exercise
the right to purchase Shares only in accordance with those Terms
and Conditions.
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3.
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Nothing contained herein or in
the Terms and Conditions will confer any right upon the Holder
hereof or any other person to subscribe for or purchase any Shares
at any time subsequent to the Expiry Date, and from and after such
time, this Warrant and all rights hereunder will be void and of no
value.
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IN WITNESS WHEREOF the Company has executed this Warrant
Certificate this _____ day of March, 2009.
ANAVEX LIFE SCIENCES CORP.
Per:
_____________________________________________
Authorized Signatory
APPENDIX A
TERMS AND CONDITIONS dated
__________ , 2009, attached to the Warrants issued by Anavex Life
Sciences Corp.
1.
INTERPRETATION
1.1
Definitions
In these Terms and Conditions,
unless there is something in the subject matter or context
inconsistent therewith:
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(a)
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"Company" means Anavex Life
Sciences Corp. until a successor corporation will have become such
as a result of consolidation, amalgamation or merger with or into
any other corporation or corporations, or as a result of the
conveyance or transfer of all or substantially all of the
properties and estates of the Company as an entirety to any other
corporation and thereafter "Company" will mean such successor
corporation;
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(b)
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"Company's Auditors" means an
independent firm of accountants duly appointed as auditors of the
Company;
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(c)
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"Director" means a director of
the Company for the time being, and reference, without more, to
action by the directors means action by the directors of the
Company as a Board, or whenever duly empowered, action by an
executive committee of the Board;
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(d)
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"herein", "hereby" and similar
expressions refer to these Terms and Conditions as the same may be
amended or modified from time to time; and the expression "Article"
and "Section," followed by a number refer to the specified Article
or Section of these Terms and Conditions;
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(e)
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"person" means an individual,
corporation, partnership, trustee or any unincorporated
organization and words importing persons have a similar
meaning;
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(f)
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"shares" means the shares of
common stock in the capital of the Company as constituted at the
date hereof and any shares resulting from any subdivision or
consolidation of the shares;
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(g)
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"Warrant Holders" or "Holders"
means the holders of the Warrants; and
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(h)
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"Warrants" means the warrants of
the Company issued and presently authorized and for the time being
outstanding.
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1.2
Gender
Words importing the singular
number include the plural and vice versa and words importing the
masculine gender include the feminine and neuter
genders.
1.3
Interpretation not affected by Headings
The division of these Terms and
Conditions into Articles and Sections, and the insertion of
headings are for convenience of reference only and will not affect
the construction or interpretation thereof.
1.4
Applicable Law
The Warrant and the terms hereof
are governed by the laws of the State of Nevada and the federal
laws applicable therein. The Holder, in the Holder’s personal
or corporate capacity and, if applicable, on behalf of each
beneficial purchaser for whom the Holder is acting, irrevocably
attorns to the jurisdiction of the courts of the State of
Nevada.
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2.
ISSUE OF WARRANTS
2.1
Additional Warrants
The Company may at any time and
from time to time issue additional warrants or grant options or
similar rights to purchase shares of its capital stock.
2.2
Warrants to Rank Pari Passu
All Warrants and additional
warrants, options or similar rights to purchase shares from time to
time issued or granted by the Company, will rank pari passu
whatever may be the actual dates of issue or grant thereof, or of
the dates of the certificates by which they are
evidenced.
2.3
Issue in substitution for Lost Warrants
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(a)
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In case a Warrant becomes
mutilated, lost, destroyed or stolen, the Company, at its
discretion, may issue and deliver a new Warrant of like date and
tenor as the one mutilated, lost, destroyed or stolen, in exchange
for and in place of and upon cancellation of such mutilated
Warrant, or in lieu of, and in substitution for such lost,
destroyed or stolen Warrant and the substituted Warrant will be
entitled to the benefit hereof and rank equally in accordance with
its terms with all other Warrants issued or to be issued by the
Company.
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(b)
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The applicant for the issue of a
new Warrant pursuant hereto will bear the cost of the issue thereof
and in case of loss, destruction or theft furnish to the Company
such evidence of ownership and of loss, destruction, or theft of
the Warrant so lost, destroyed or stolen as will be satisfactory to
the Company in its discretion and such applicant may also be
required to furnish indemnity in amount and form satisfactory to
the Company in its discretion, and will pay the reasonable charges
of the Company in connection therewith.
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2.4
Warrant Holder Not a Shareholder
The holding of a Warrant will not
constitute the Holder thereof as a shareholder of the Company, nor
entitle him to any right or interest in respect thereof except as
in the Warrant expressly provided.
3.
NOTICE
3.1
Notice to Warrant Holder
Any notice required or permitted
to be given to the Holder will be in writing and may be given by
prepaid registered post, electronic facsimile transmission or other
means of electronic communication capable of producing a printed
copy to the address of the Holder appearing on the Holder's Warrant
or to such other
