EXHIBIT A
THE SECURITIES REPRESENTED
HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO
IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
"1933 ACT").
NONE OF THE SECURITIES
REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER 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.
THESE WARRANTS WILL EXPIRE AND BECOME NULL AND
VOID
AT 12:00 P.M. ON _______________
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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 10,800 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$_______________ (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 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 _______________,
2009.
ANAVEX LIFE SCIENCES
CORP.
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Per:
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Authorized
Signatory
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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.
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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.
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 address as any Holder may specify by notice in
writing to the Company, and any such notice will be
