<SEC-DOCUMENT>0001615774-15-003021.txt : 20151026
<SEC-HEADER>0001615774-15-003021.hdr.sgml : 20151026
<ACCEPTANCE-DATETIME>20151026092547
ACCESSION NUMBER:		0001615774-15-003021
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20151021
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Unregistered Sales of Equity Securities
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20151026
DATE AS OF CHANGE:		20151026

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ANAVEX LIFE SCIENCES CORP.
		CENTRAL INDEX KEY:			0001314052
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731]
		IRS NUMBER:				208365999
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			0930

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-37606
		FILM NUMBER:		151174323

	BUSINESS ADDRESS:	
		STREET 1:		51 W 52ND STREET,
		STREET 2:		7TH FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10019-6163
		BUSINESS PHONE:		800-689-3939

	MAIL ADDRESS:	
		STREET 1:		51 W 52ND STREET,
		STREET 2:		7TH FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10019-6163

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	Thrifty Printing Inc.
		DATE OF NAME CHANGE:	20050111
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>s102057_form8k.htm
<DESCRIPTION>FORM 8-K
<TEXT>
<HTML>
<HEAD>
   <TITLE>Anavex Life Sciences Corp.: Form 8-K - Filed by newsfilecorp.com</TITLE>
</HEAD>
<BODY style="font-size:10pt;">
<HR noshade align="center" width=100% size=3 color="black">
<A name=page_1></A>
<P align=center><B><FONT size=5>UNITED STATES</FONT></B><BR><B><FONT
size=5>SECURITIES AND EXCHANGE COMMISSION </FONT></B><BR>Washington, D.C.
20549</P>
<P align=center><B><U><FONT size=5>FORM 8-K</FONT></U></B></P>
<P align=center>Current Report<BR>Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934</P>
<P align=center>Date of Report (Date of earliest event reported): <B><U>October
21, 2015</U></B></P>
<P align=center><B><U><FONT size=5>ANAVEX LIFE SCIENCES
CORP.</FONT><BR></U></B>(Exact name of registrant as specified in its
charter)</P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD align=center><B><U>Nevada </U></B></TD>
    <TD align=center width="33%"><B><U>000-51652 </U></B></TD>
    <TD align=center width="33%"><B><U>20-8365999 </U></B></TD></TR>
  <TR vAlign=top>
    <TD align=center>(State or other jurisdiction </TD>
    <TD align=center width="33%">(Commission </TD>
    <TD align=center width="33%">(IRS Employer </TD></TR>
  <TR vAlign=top>
    <TD align=center>of incorporation) </TD>
    <TD align=center width="33%">File Number) </TD>
    <TD align=center width="33%">Identification No.) </TD></TR></TABLE>
<P align=center><B><U>51 W 52<SUP>nd</SUP> Street,
7<SUP>th</SUP> Floor, New York, NY
10019-6163</U> <BR>
</B>(Address of principal executive offices and Zip
Code)</P>
<P align=center>Registrant's telephone number, including area code
<B><U>1-844-689-3939</U> </B></P>
<P align=center><B><U>Not Applicable<BR></U></B>(Former address)</P>
<P align=justify>Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions: </P>
<P align=justify>[ &nbsp;]&nbsp; Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)</P>
<P align=justify>[&nbsp; ]&nbsp; Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a -12)</P>
<P align=justify>[ &nbsp;]&nbsp; Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))</P>
<P align=justify>[&nbsp; ]&nbsp; Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c)) </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_2></A>
<P align=justify><B>Item 1.01&nbsp; Entry into a Material Definitive Agreement.
</B></P>
<P align=justify style="text-indent:5%">On  October 21, 2015,  the Company entered into a purchase agreement (the &ldquo;<u>Purchase Agreement</u>&rdquo;)  with Lincoln Park Capital Fund, LLC (&ldquo;<u>LPC</u>&rdquo;), an Illinois limited  liability company (such transaction, the &ldquo;<u>Financing</u>&rdquo;). In connection with the Financing, the  Company also entered into a registration rights agreement with LPC (the &ldquo;<u>RRA</u>&rdquo;)  whereby the Company agreed to file a registration statement with the U.S.  Securities and Exchange Commission (&ldquo;<u>SEC</u>&rdquo;) covering the shares of the  Company&rsquo;s common stock that may be issued to LPC under the Purchase Agreement. </P>
<P align=justify style="text-indent:5%">Pursuant to the  Purchase Agreement, after the SEC has declared effective the registration  statement related to the Financing, the Company has the right, in its sole  discretion and subject to the terms of the Purchase Agreement to sell to LPC up to an aggregate of $50  Million worth of shares of common stock in amounts of stock over a 36 month  period as described below. The Company may direct Lincoln Park, at its sole discretion and  subject to certain conditions, to purchase up to 50,000 shares of common stock  on any business day (such purchases, &ldquo;<u>Regular Purchases</u>&rdquo;), provided that at  least one business day has passed since the most recent purchase. The amount of a Regular Purchase may be  increased under certain circumstances provided, however that Lincoln Park&rsquo;s  committed obligation under any single Regular Purchase shall not exceed Two  Million Dollars ($2,000,000). The  purchase price of shares of common stock related to the future funding will be  based on the then prevailing market prices of such shares at the time of sales  as described in the Purchase Agreement. In addition, the Company may direct  Lincoln Park to purchase additional amounts as accelerated purchases if on the  date of a Regular Purchase the closing sale price of the common stock is not  below the threshold price as set forth in the Purchase Agreement. There  are no upper limits on the per share price that LPC may pay to purchase such  common stock. Furthermore, the Company  controls the timing and amount of any future sales, if any, of shares of common  stock to LPC. LPC has no right to  require any sales and is obligated to purchase common stock as directed by the  Company. The  Company&rsquo;s sales of shares of common stock to Lincoln Park under the Purchase  Agreement are limited to no more than the number of shares that would result in  the beneficial ownership by Lincoln Park and its affiliates, at any single  point in time, of 9.99% of the then outstanding shares of the common stock.</P>
<P align=justify style="text-indent:5%">The Purchase Agreement contains customary representations,
warranties, covenants, closing conditions and indemnification and termination
provisions by, among and for the benefit of the parties. LPC has covenanted not
to cause or engage in any manner whatsoever, any direct or indirect short
selling or hedging of the Company&#146;s common stock.</P>
<P align=justify style="text-indent:5%">In consideration for entering into the Purchase Agreement, the
Company issued to LPC 179,598 shares of common stock as a commitment fee and
shall issue up to 89,799 shares pro rata, when and if, LPC purchases at the
Company&#146;s discretion the $50 Million aggregate commitment. The Purchase
Agreement may be terminated by the Company at any time at its discretion without
any cost to the Company. The proceeds received by the Company pursuant to the
Financing are expected to be used to help advance human clinical trials of
ANAVEX 2-73 and for general corporate purposes.</P>
<P align=justify style="text-indent:5%">The foregoing descriptions of the Purchase Agreement and the
RRA are qualified in their entirety by reference to the full text of the
Purchase Agreement and the RRA, a copy of each of which is attached hereto as
<U>Exhibit 10.1</U> and <U>10.2</U>, respectively, and each of which is
incorporated herein in its entirety by reference. </P>
<P align=justify><B>Item 3.02&nbsp; Unregistered Sales of Equity Securities.
</B></P>
<P align=justify style="text-indent:5%">Please see <U>Item 1.01</U>
above, the information contained therein is hereby incorporated by reference
into this <U>Item 3.02</U>. The securities issued pursuant to the Financing were
exempt from registration pursuant to the provisions of and related to Section
4(2) of the Securities Act of 1933 (&#147;<U>Securities Act</U>&#148;). </P>
<P align=justify><B>Item 9.01&nbsp; Financial Statements and Exhibits.</B></P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD vAlign=top width="5%">(a) </TD>
    <TD>
      <P align=justify>Not applicable.</P></TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD vAlign=top width="5%">(b) </TD>
    <TD>
      <P align=justify>Not applicable.</P></TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD vAlign=top width="5%">(c) </TD>
    <TD>
      <P align=justify>Not applicable.</P></TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD vAlign=top width="5%">(d) </TD>
    <TD>
      <P align=justify><U>Exhibit No.
Description</U>:</P></TD></TR></TABLE><BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_3></A><BR>
<DIV>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
borderColor=#000000 cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD style="BORDER-BOTTOM: #000000 1px solid" noWrap align=left
      ><B>EXHIBIT NO.</B> </TD>
    <TD style="BORDER-BOTTOM: #000000 1px solid" noWrap align=left
      width="45%"><B>DESCRIPTION</B> </TD>
    <TD style="BORDER-BOTTOM: #000000 1px solid" noWrap align=left
      width="45%"><B>LOCATION</B> </TD></TR>
  <TR vAlign=top>
    <TD align=left bgColor=#eeeeee >10.1 </TD>
    <TD align=left width="45%" bgColor=#eeeeee>Purchase Agreement, dated as of
      October 21, 2015 by and between the Company and Lincoln Park Capital Fund,
      LLC </TD>
    <TD align=left width="45%" bgColor=#eeeeee>Provided herewith </TD></TR>
  <TR vAlign=top>
    <TD align=left >10.2 </TD>
    <TD align=left width="45%">Registration Rights Agreement, dated as of
      October 21, 2015, by and between the Company and Lincoln Park Capital
      Fund, LLC </TD>
    <TD align=left width="45%">Provided herewith
</TD></TR></TABLE></DIV><BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_4></A>
<P align=center><B>SIGNATURES</B> </P>
<P align=justify style="text-indent:5%">Pursuant to the requirements of
the Securities and Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned hereunto duly authorized.
</P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD align=left >&nbsp;</TD>
    <TD align=left width="50%"><B>ANAVEX LIFE SCIENCES CORP.</B> </TD></TR>
  <TR>
    <TD >&nbsp;</TD>
    <TD width="50%">&nbsp; </TD></TR>
  <TR>
    <TD >&nbsp;</TD>
    <TD width="50%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp;</TD>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left
      width="50%">&nbsp;<I>/s/ Dr. Christopher Missling</I> </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp;</TD>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left width="50%">Name:
      Dr. Christopher Missling </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp;</TD>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left width="50%">Title:
      Chief Executive Officer </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp;</TD>
    <TD align=left width="50%">Date: October 23, 2015 </TD>
  </TR>
  <TR>
    <TD >&nbsp;</TD>
    <TD width="50%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp;</TD>
    <TD align=left width="50%"></TD></TR></TABLE><BR>
<HR align=center width="100%" color=black noShade SIZE=5>
</BODY>
</HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>s102057_exhibit10-1.htm
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
<HTML>
<HEAD>
   <TITLE>Anavex Life Sciences Corp.: Exhibit 10.1 - Filed by newsfilecorp.com</TITLE>
</HEAD>
<BODY style="font-size:10pt;">
<HR noshade align="center" width=100% size=3 color="black">
<!--$$/page=--><A name=page_1></A>
<P STYLE="text-align: right"><B>Exhibit 10.1&nbsp;</B></P>

<P STYLE="text-align: center"><B>PURCHASE AGREEMENT </B></P>
<P align=justify style="text-indent:5%"><B>THIS PURCHASE AGREEMENT</B> (the &#147;<U>Agreement</U>&#148;), dated
as of October 21, 2015, by and between <B>ANAVEX LIFE SCIENCES CORP.</B>, a
Nevada corporation (the &#147;<U>Company</U>&#148;), and <B>LINCOLN PARK CAPITAL
FUND</B>,<B> LLC</B>, an Illinois limited liability company (the
&#147;<U>Investor</U>&#148;).</P>
<P align=center><B>WHEREAS:</B></P>
<P align=justify style="text-indent:5%">Subject to the terms and conditions set forth in this
Agreement, the Company wishes to sell to the Investor, and the Investor wishes
to buy from the Company, up to Fifty Million Dollars ($50,000,000) of the
Company&#146;s common stock, $0.001 par value per share (the &#147;<U>Common Stock</U>&#148;).
The shares of Common Stock to be purchased hereunder are referred to herein as
the &#147;<U>Purchase Shares</U>.&#148; </P>
<P align=justify style="text-indent:5%">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
Investor hereby agree as follows: </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD vAlign=top width="5%" ><B>1.</B> </TD>
    <TD>
      <P align=justify><B>CERTAIN DEFINITIONS.</B></P></TD></TR></TABLE>
<P align=justify style="text-indent:5%">For purposes of this Agreement, the following terms shall have
the following meanings: </P>
<P align=justify style="text-indent:5%">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  &#147;<U>Accelerated Purchase Share
Amount</U>&#148; means, with respect to any Accelerated Purchase made pursuant to
<U>Section 2</U>(<U>b</U>) hereof, the number of Purchase Shares directed by the
Company to be purchased by the Investor on an Accelerated Purchase Notice, which
number of Purchase Shares shall not exceed the lesser of (i) 200% of the number
of Purchase Shares to be purchased by the Investor pursuant to the corresponding
Regular Purchase Notice for the corresponding Regular Purchase referred to in
<U>Section 2</U>(<U>b</U>) hereof (subject to the Purchase Share limitations
contained in <U>Section 2</U>(<U>a</U>) hereof) and (ii) the Accelerated
Purchase Share Percentage multiplied by the trading volume of the Common Stock
on the Principal Market during normal trading hours on the Accelerated Purchase
Date. </P>
<P align=justify style="text-indent:5%">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  &#147;<U>Accelerated Purchase Date</U>&#148;
means, with respect to any Accelerated Purchase made pursuant to <U>Section
2</U>(<U>b</U>) hereof, the Business Day immediately following the applicable
Purchase Date with respect to the corresponding Regular Purchase referred to in
<U>Section 2</U>(<U>b</U>) hereof. </P>
<P align=justify style="text-indent:5%">(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  &#147;<U>Accelerated Purchase Notice</U>&#148;
means, with respect to any Accelerated Purchase made pursuant to <U>Section
2</U>(<U>b</U>) hereof, an irrevocable written notice from the Company to the
Investor directing the Investor to buy a specified Accelerated Purchase Share
Amount on the applicable Accelerated Purchase Date pursuant to <U>Section
2</U>(<U>b</U>) hereof at the applicable Accelerated Purchase Price. </P>
<P align=justify style="text-indent:5%">(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  &#147;<U>Accelerated Purchase Share
Percentage</U>&#148; means, with respect to any Accelerated Purchase made pursuant to
<U>Section 2</U>(<U>b</U>) hereof, thirty percent (30%). </P>
<P align=justify style="text-indent:5%">(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  &#147;<U>Accelerated Purchase Price</U>&#148;
means, with respect to any particular Accelerated Purchase made pursuant to<U>
Section 2</U>(<U>b</U>) hereof, the lower of (i) ninety-six percent (96%) of the
VWAP during (A) the entire trading day on the Accelerated Purchase Date, if the
volume of shares of Common Stock traded on the Principal Market on the
Accelerated Purchase Date has not exceeded the Accelerated Purchase Share Volume
Maximum, or (B) the portion of the trading day of the Accelerated Purchase Date
(calculated starting at the beginning of normal trading hours) until such time
at which the volume of shares of Common Stock traded on the Principal Market has
exceeded the Accelerated Purchase Share Volume Maximum or (ii) the Closing Sale
Price on the Accelerated Purchase Date (to be appropriately adjusted for any reorganization, recapitalization, non-cash
dividend, stock split, reverse stock split or other similar transaction). </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_2></A>
<P align=justify style="text-indent:5%">(f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  &#147;<U>Accelerated Purchase Share Volume
Maximum</U>&#148; means a certain number of shares of Common Stock traded on the
Principal Market during normal trading hours on the Accelerated Purchase Date
equal to (i) the amount of shares of Common Stock properly directed by the
Company to be purchased on the Accelerated Purchase Notice, divided by (ii) the
Accelerated Purchase Share Percentage (to be appropriately adjusted for any
reorganization, recapitalization, non-cash dividend, stock split, reverse stock
split or other similar transaction). </P>
<P align=justify style="text-indent:5%">(g)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  &#147;<U>Available Amount</U>&#148; means,
initially, Fifty Million Dollars ($50,000,000) in the aggregate, which amount
shall be reduced by the Purchase Amount each time the Investor purchases shares
of Common Stock pursuant to <U>Section 2</U> hereof. </P>
<P align=justify style="text-indent:5%">(h)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  &#147;<U>Bankruptcy Law</U>&#148; means Title 11,
U.S. Code, or any similar federal or state law for the relief of debtors. </P>
<P align=justify style="text-indent:5%">(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  &#147;<U>Business Day</U>&#148; means any day on
which the Principal Market is open for trading, including any day on which the
Principal Market is open for trading for a period of time less than the
customary time.</P>
<P align=justify style="text-indent:5%">(j)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  &#147;<U>Closing Sale Price</U>&#148; means, for
any security as of any date, the last closing sale price for such security on
the Principal Market as reported by the Principal Market.</P>
<P align=justify style="text-indent:5%">(k)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  &#147;<U>Confidential Information</U>&#148; means
any information disclosed by either party to the other party, either directly or
indirectly, in writing, orally or by inspection of tangible objects (including,
without limitation, documents, prototypes, samples, plant and equipment), which
is designated as &#147;Confidential,&#148; &#147;Proprietary&#148; or some similar designation.
Information communicated orally shall be considered Confidential Information if
such information is confirmed in writing as being Confidential Information
within ten (10) Business Days after the initial disclosure. Confidential
Information may also include information disclosed to a disclosing party by
third parties. Confidential Information shall not, however, include any
information which (i) was publicly known and made generally available in the
public domain prior to the time of disclosure by the disclosing party; (ii)
becomes publicly known and made generally available after disclosure by the
disclosing party to the receiving party through no action or inaction of the
receiving party; (iii) is already in the possession of the receiving party at
the time of disclosure by the disclosing party as shown by the receiving party&#146;s
files and records immediately prior to the time of disclosure; (iv) is obtained
by the receiving party from a third party without a breach of such third party&#146;s
obligations of confidentiality; (v) is independently developed by the receiving
party without use of or reference to the disclosing party&#146;s Confidential
Information, as shown by documents and other competent evidence in the receiving
party&#146;s possession; or (vi) is required by law to be disclosed by the receiving
party, provided that the receiving party gives the disclosing party prompt
written notice of such requirement prior to such disclosure and assistance in
obtaining an order protecting the information from public disclosure.</P>
<P align=justify style="text-indent:5%">(l)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  &#147;<U>Custodian</U>&#148; means any receiver,
trustee, assignee, liquidator or similar official under any Bankruptcy Law.</P>
<P align=justify style="text-indent:5%">(m)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  &#147;<U>DTC</U>&#148; means The Depository Trust
Company, or any successor performing substantially the same function for the
Company. </P>
<P align=center>2 </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_3></A>
<P align=justify style="text-indent:5%">(n)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  &#147;<U>DWAC Shares</U>&#148; means shares of
Common Stock that are (i) issued in electronic form, (ii) freely tradable and
transferable and without restriction on resale and (iii) timely credited by the
Company to the Investor&#146;s or its designee&#146;s specified Deposit/Withdrawal at
Custodian (DWAC) account with DTC under its Fast Automated Securities Transfer
(FAST) Program, or any similar program hereafter adopted by DTC performing
substantially the same function.</P>
<P align=justify style="text-indent:5%">(o)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  &#147;<U>Exchange Act</U>&#148; means the
Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder. </P>
<P align=justify style="text-indent:5%">(p)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  &#147;<U>Material Adverse Effect</U>&#148; means
any material adverse effect on (i) the enforceability of any Transaction
Document, (ii) the results of operations, assets, business or financial
condition of the Company and its Subsidiaries, taken as a whole, other than any
material adverse effect that resulted exclusively from (A) any change in the
United States or foreign economies or securities or financial markets in general
that does not have a disproportionate effect on the Company and its
Subsidiaries, taken as a whole, (B) any change that generally affects the
industry in which the Company and its Subsidiaries operate that does not have a
disproportionate effect on the Company and its Subsidiaries, taken as a whole,
(C) any change arising in connection with earthquakes, hostilities, acts of war,
sabotage or terrorism or military actions or any escalation or material
worsening of any such hostilities, acts of war, sabotage or terrorism or
military actions existing as of the date hereof, (D) any action taken by the
Investor, its affiliates or its or their successors and assigns with respect to
the transactions contemplated by this Agreement, (E) the effect of any change in
applicable laws or accounting rules that does not have a disproportionate effect
on the Company and its Subsidiaries, taken as a whole, or (F) any change
resulting from compliance with terms of this Agreement or the consummation of
the transactions contemplated by this Agreement, or (iii) the Company&#146;s ability
to perform in any material respect on a timely basis its obligations under any
Transaction Document to be performed as of the date of determination. </P>
<P align=justify style="text-indent:5%">(q)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  &#147;<U>Maturity Date</U>&#148; means the first
day of the month immediately following the thirty-six (36) month anniversary of
the Commencement Date. </P>
<P align=justify style="text-indent:5%">(r)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  &#147;<U>PEA Period</U>&#148; means the period
commencing at 9:30 a.m., Eastern time, on the twentieth (20th) Business Day
immediately prior to the filing of any post-effective amendment to the
Registration Statement (as defined herein) or New Registration Statement (as
such term is defined in the Registration Rights Agreement), and ending at 9:30
a.m., Eastern time, on the Business Day immediately following, the effective
date of any post-effective amendment to the Registration Statement (as defined
herein) or New Registration Statement (as such term is defined in the
Registration Rights Agreement). </P>
<P align=justify style="text-indent:5%">(s)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  &#147;<U>Person</U>&#148; means an individual or
entity including but not limited to any limited liability company, a
partnership, a joint venture, a corporation, a trust, an unincorporated
organization and a government or any department or agency thereof.</P>
<P align=justify style="text-indent:5%">(t)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  &#147;<U>Principal Market</U>&#148; means the
OTCQB operated by the OTC Markets Group, Inc. (or any nationally recognized
successor thereto); provided, however, that in the event the Company&#146;s Common
Stock is ever listed or traded on The NASDAQ Capital Market, The NASDAQ Global
Market, The NASDAQ Global Select Market, the New York Stock Exchange, the NYSE
MKT, the NYSE Arca, the OTC Bulletin Board or the OTCQX operated by the OTC
Markets Group, Inc. (or any nationally recognized successor to any of the
foregoing), then the &#147;Principal Market&#148; shall mean such other market or exchange
on which the Company&#146;s Common Stock is then listed or traded. </P>
<P align=center>3 </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>

<P align=justify style="text-indent:5%">(u)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  &#147;<U>Purchase Amount</U>&#148; means, with
respect to any Regular Purchase or any Accelerated Purchase made hereunder, the
portion of the Available Amount to be purchased by the Investor pursuant to
<U>Section 2</U> hereof.</P>
<P align=justify style="text-indent:5%">(v)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  &#147;<U>Purchase Date</U>&#148; means, with
respect to any Regular Purchase made pursuant to <U>Section</U>
<U>2</U>(<U>a</U>) hereof, the Business Day on which the Investor receives by
7:00 p.m., Eastern time, of such Business Day a valid Regular Purchase Notice
that the Investor is to buy Purchase Shares pursuant to <U>Section
2</U>(<U>a</U>) hereof.</P>
<P align=justify style="text-indent:5%">(w)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  &#147;<U>Purchase Price</U>&#148; means, with
respect to any Regular Purchase made pursuant to <U>Section</U>
<U>2</U>(<U>a</U>)<U> hereof</U>, the lower of: (i) the lowest Sale Price on the
applicable Purchase Date and (ii) the arithmetic average of the three (3) lowest
Closing Sale Prices for the Common Stock during the ten (10) consecutive
Business Days ending on the Business Day immediately preceding such Purchase
Date (in each case, to be appropriately adjusted for any reorganization,
recapitalization, non-cash dividend, stock split or other similar transaction
that occurs on or after the date of this Agreement).</P>
<P align=justify style="text-indent:5%">(x)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  &#147;<U>Regular Purchase Notice</U>&#148; means,
with respect to any Regular Purchase pursuant to <U>Section 2</U>(<U>a</U>)
hereof, an irrevocable written notice from the Company to the Investor directing
the Investor to buy such applicable amount of Purchase Shares at the applicable
Purchase Price as specified by the Company therein on the Purchase Date.</P>
<P align=justify style="text-indent:5%">(y)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  &#147;<U>Sale Price</U>&#148; means any trade
price for the shares of Common Stock on the Principal Market as reported by the
Principal Market.</P>
<P align=justify style="text-indent:5%">(z)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  &#147;<U>SEC</U>&#148; means the U.S. Securities
and Exchange Commission.</P>
<P align=justify style="text-indent:5%">(aa)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  &#147;<U>Securities</U>&#148; means,
collectively, the Purchase Shares and the Commitment Shares. </P>
<P align=justify style="text-indent:5%">(bb)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  &#147;<U>Securities Act</U>&#148; means the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder. </P>
<P align=justify style="text-indent:5%">(cc)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  &#147;<U>Subsidiary</U>&#148; means any Person
the Company wholly-owns or controls, or in which the Company, directly or
indirectly, owns a majority of the voting stock or similar voting interest, in
each case that would be disclosable pursuant to Item 601(b)(21) of Regulation
S-K promulgated under the Securities Act. </P>
<P align=justify style="text-indent:5%">(dd)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  &#147;<U>Transaction Documents</U>&#148; means,
collectively, this Agreement and the schedules and exhibits hereto, the
Registration Rights Agreement and the schedules and exhibits thereto, and each
of the other agreements, documents, certificates and instruments entered into or
furnished by the parties hereto in connection with the transactions contemplated
hereby and thereby. </P>
<P align=justify style="text-indent:5%">(ee)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  &#147;<U>Transfer Agent</U>&#148; means Nevada
Agency and Transfer Company, or such other Person who is then serving as the
transfer agent for the Company in respect of the Common Stock. </P>
<P align=justify style="text-indent:5%">(ee)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  &#147;<U>VWAP</U>&#148; means in respect of an
applicable Accelerated Purchase Date, the volume weighted average price of the
Common Stock on the Principal Market, as reported on the Principal Market. </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD vAlign=top width="5%"><B>2.</B> </TD>
    <TD>
      <P align=justify><B>PURCHASE OF COMMON STOCK.</B></P></TD></TR></TABLE>
<P align=center>4 </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_5></A>
<P align=justify style="text-indent:5%">Subject to the terms and conditions set forth in this
Agreement, the Company has the right to sell to the Investor, and the Investor
has the obligation to purchase from the Company, Purchase Shares as follows:
</P>
<P align=justify style="text-indent:5%">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  <U>Commencement of Regular Sales of
Common Stock</U>. Upon the satisfaction of the conditions set forth in
<U>Sections 7</U> and <U>8</U> hereof (the &#147;<U>Commencement</U>&#148; and the date of
satisfaction of such conditions the &#147;<U>Commencement Date</U>&#148;) and thereafter,
the Company shall have the right, but not the obligation, to direct the
Investor, by its delivery to the Investor of a Regular Purchase Notice from time
to time, to purchase up to Fifty Thousand (50,000) Purchase Shares (each such
purchase a &#147;<U>Regular</U> <U>Purchase</U>&#148;), at the Purchase Price on the
Purchase Date; <U>provided</U>, <U>however</U>, that (i) the Regular Purchase
may be increased to up to Seventy-Five Thousand (75,000) Purchase Shares,
provided that the Closing Sale Price of the Common Stock is not below $7.00 on
the Purchase Date, (ii) the Regular Purchase may be increased to up to One
Hundred Thousand (100,000) Purchase Shares, provided that the Closing Sale Price
of the Common Stock is not below $9.00 on the Purchase Date, (iii) the Regular
Purchase may be increased to up to One Hundred Twenty-Five Thousand (125,000)
Purchase Shares, provided that the Closing Sale Price of the Common Stock is not
below $11.00 on the Purchase Date, and (iv) the Regular Purchase may be
increased to up to One Hundred Fifty Thousand (150,000) Purchase Shares,
provided that the Closing Sale Price of the Common Stock is not below $13.00 on
the Purchase Date (all of which share and dollar amounts shall be appropriately
adjusted for any reorganization, recapitalization, non-cash dividend, stock
split or other similar transaction); <U>provided</U>, <U>further</U>,
<U>however</U>, that the Investor&#146;s committed obligation under any single
Regular Purchase shall not exceed Two Million Dollars ($2,000,000). If the
Company delivers any Regular Purchase Notice for a Purchase Amount in excess of
the limitations contained in the immediately preceding sentence, such Regular
Purchase Notice shall be void <I>ab initio</I> to the extent of the amount by
which the amount of Purchase Shares set forth in such Regular Purchase Notice
exceeds the amount of Purchase Shares which the Company is permitted to include
in such Purchase Notice in accordance herewith, and the Investor shall have no
obligation to purchase such excess Purchase Shares in respect of such Regular
Purchase Notice; provided that the Investor shall remain obligated to purchase
the amount of Purchase Shares which the Company is permitted to include in such
Regular Purchase Notice. The Company may deliver multiple Regular Purchase
Notices to the Investor so long as at least one (1) Business Day has passed
since the most recent Regular Purchase was completed. Notwithstanding the
foregoing, the Company shall not deliver any Regular Purchase Notices during the
PEA Period.</P>
<P align=justify style="text-indent:5%">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  <U>Accelerated Purchases</U>. Subject to
the terms and conditions of this Agreement, in addition to purchases of Purchase
Shares as described in <U>Section 2</U>(<U>a</U>) above, the Company shall also
have the right, but not the obligation, to direct the Investor by the Company&#146;s
delivery to the Investor of an Accelerated Purchase Notice from time to time,
and the Investor thereupon shall have the obligation, to buy Purchase Shares at
the Accelerated Purchase Price on the Accelerated Purchase Date in an amount
equal to the Accelerated Purchase Share Amount (each such purchase, an
&#147;<U>Accelerated Purchase</U>&#148;). The Company may deliver an Accelerated Purchase
Notice to the Investor only on a Purchase Date on which the Company also
properly submitted a Regular Purchase Notice for a Regular Purchase and the
Closing Sale Price is not below $3.00 (to be appropriately adjusted for any
reorganization, recapitalization, non-cash dividend, stock split or other
similar transaction). If the Company delivers any Accelerated Purchase Notice
for an Accelerated Purchase Share Amount in excess of the limitations contained
in the definition of Accelerated Purchase Share Amount, such Accelerated
Purchase Notice shall be void <I>ab initio</I> to the extent of the amount by
which the number of Purchase Shares set forth in such Accelerated Purchase
Notice exceeds the Accelerated Purchase Share Amount which the Company is
permitted to include in such Accelerated Purchase Notice in accordance herewith
(which shall be confirmed in an Accelerated Purchase Confirmation (defined
below)), and the Investor shall have no obligation to purchase such excess
Purchase Shares in respect of such Accelerated Purchase Notice; provided that
the Investor shall remain obligated to purchase the Accelerated Purchase Share
Amount which the Company is permitted to include in such Accelerated Purchase Notice. Upon completion of
each Accelerated Purchase Date, the Accelerated Purchase Share Amount and the
applicable Accelerated Purchase Price shall be set forth on a confirmation of
the Accelerated Purchase to be provided to the Company by the Investor (an
&#147;<u>Accelerated</u> <u>Purchase Confirmation</u>&#148;). </P>
<P align=center>5 </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_6></A>
<P align=justify style="text-indent:5%">(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  <U>Payment for Purchase Shares</U>. For
each Regular Purchase, the Investor shall pay to the Company an amount equal to
the Purchase Amount with respect to such Regular Purchase as full payment for
such Purchase Shares via wire transfer of immediately available funds on the
same Business Day that the Investor receives such Purchase Shares, if such
Purchase Shares are received by the Investor before 1:00 p.m., Eastern time, or,
if such Purchase Shares are received by the Investor after 1:00 p.m., Eastern
time, the next Business Day. For each Accelerated Purchase, the Investor shall
pay to the Company an amount equal to the Purchase Amount with respect to such
Accelerated Purchase as full payment for such Purchase Shares via wire transfer
of immediately available funds on the third Business Day following the date that
the Investor receives such Purchase Shares. The Company shall not issue any
fraction of a share of Common Stock upon any Regular Purchase or Accelerated
Purchase. If the issuance would result in the issuance of a fraction of a share
of Common Stock, the Company shall round such fraction of a share of Common
Stock up or down to the nearest whole share. All payments made under this
Agreement shall be made in lawful money of the United States of America or wire
transfer of immediately available funds to such account as the Company may from
time to time designate by written notice in accordance with the provisions of
this Agreement. Whenever any amount expressed to be due by the terms of this
Agreement is due on any day that is not a Business Day, the same shall instead
be due on the next succeeding day that is a Business Day.</P>
<P align=justify style="text-indent:5%">(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  <U>Beneficial Ownership Limitation</U>.
Notwithstanding anything to the contrary contained in this Agreement, the
Company shall not issue or sell, and the Investor shall not purchase or acquire,
any shares of Common Stock under this Agreement which, when aggregated with all
other shares of Common Stock then beneficially owned by the Investor and its
affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and Rule
13d-3 promulgated thereunder), would result in the beneficial ownership by the
Investor and its affiliates of more than 9.99% of the then issued and
outstanding shares of Common Stock (the &#147;<U>Beneficial Ownership
Limitation</U>&#148;). Upon the written or oral request of the Investor, the Company
shall promptly (but not later than 24 hours) confirm orally or in writing to the
Investor the number of shares of Common Stock then outstanding. The Investor and
the Company shall each cooperate in good faith in the determinations required
hereby and the application hereof. The Investor&#146;s written certification to the
Company of the applicability of the Beneficial Ownership Limitation, and the
resulting effect thereof hereunder at any time, shall be conclusive with respect
to the applicability thereof and such result absent manifest error. </P>
<P align=justify style="text-indent:5%">(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  <U>Compliance with Principal Market
Rules</U>. Notwithstanding anything in this Agreement to the contrary, the total
number of shares of Common Stock that may be issued under this Agreement,
including the Commitment Shares (as defined in Section 5(e) hereof), shall be
limited to 6,754,609 shares of Common Stock (the &#147;<B>Exchange Cap</B>&#148;), which
equals 19.99% of the Company&#146;s outstanding shares of Common Stock as of the date
hereof, unless stockholder approval is obtained to issue more than such 19.99% .
The Exchange Cap shall be appropriately adjusted for any stock dividend, stock
split, reverse stock split or similar transaction. The foregoing limitation
shall not apply if stockholder approval has not been obtained and at any time
the Exchange Cap is reached and at all times thereafter the average price paid
for all shares of Common Stock issued under this Agreement is equal to or
greater than $8.94 (the &#147;<B>Minimum Price</B>&#148;), a price equal to the Closing
Sale Price on the date hereof (in such circumstance, for purposes of the
Principal Market (as such market is defined in Section 1(t) of this Agreement),
the transaction contemplated hereby would not be &#147;below market&#148; and the Exchange
Cap would not apply). Notwithstanding the foregoing, the Company shall not be
required or permitted to issue, and the Investor shall not be required to
purchase, any shares of Common Stock under this Agreement if such issuance would violate the rules or regulations of the Principal Market
(as such market is defined in Section 1(t) of this Agreement). </P>
<P align=center>6 </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_7></A><br>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD vAlign=top width="5%"><B>3.</B> </TD>
    <TD>
      <P align=justify><B>INVESTOR&#146;S REPRESENTATIONS AND
  WARRANTIES.</B></P></TD></TR></TABLE>
<P align=justify style="text-indent:5%">The Investor represents and warrants to the Company that as of
the date hereof and as of the Commencement Date: </P>
<P align=justify style="text-indent:5%">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  <U>Investment Purpose</U>. The Investor
is acquiring the Securities as principal for its own account and not with a view
to or for distributing or reselling such 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 Securities in violation of the
Securities Act or any applicable state securities law and has no direct or
indirect arrangement or understandings with any other Persons to distribute or
regarding the distribution of such Securities in violation of the Securities Act
or any applicable state securities law (this representation and warranty not
limiting the Investor&#146;s right to sell the Securities at any time pursuant to the
Registration Statement described herein or otherwise in compliance with
applicable federal and state securities laws). The Investor is acquiring the
Securities hereunder in the ordinary course of its business. </P>
<P align=justify style="text-indent:5%">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  <U>Accredited Investor Status</U>. The
Investor is an &#147;accredited investor&#148; as that term is defined in Rule 501(a)(3)
of Regulation D promulgated under the Securities Act. </P>
<P align=justify style="text-indent:5%">(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  <U>Reliance on Exemptions</U>. The
Investor understands that the Securities may be offered and sold to it in
reliance on specific exemptions from the registration requirements of United
States federal and state securities laws and that the Company is relying in part
upon the truth and accuracy of, and the Investor&#146;s compliance with, the
representations, warranties, agreements, acknowledgments and understandings of
the Investor set forth herein in order to determine the availability of such
exemptions and the eligibility of the Investor to acquire the Securities. </P>
<P align=justify style="text-indent:5%">(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  <U>Information</U>. The Investor
understands that its investment in the Securities involves a high degree of
risk. The Investor (i) is able to bear the economic risk of an investment in the
Securities including a total loss thereof, (ii) has such knowledge and
experience in financial and business matters that it is capable of evaluating
the merits and risks of the proposed investment in the Securities and (iii) has
had an opportunity to ask questions of and receive answers from the officers of
the Company concerning the financial condition and business of the Company and
others matters related to an investment in the Securities. Neither such
inquiries nor any other due diligence investigations conducted by the Investor
or its representatives shall modify, amend or affect the Investor&#146;s right to
rely on the Company&#146;s representations and warranties contained in <U>Section
4</U> below. The Investor has sought such accounting, legal and tax advice as it
has considered necessary to make an informed investment decision with respect to
its acquisition of the Securities. </P>
<P align=justify style="text-indent:5%">(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  <U>No Governmental Review</U>. The
Investor understands that no U.S. federal or state agency or any other
government or governmental agency has passed on or made any recommendation or
endorsement of the Securities or the fairness or suitability of an investment in
the Securities nor have such authorities passed upon or endorsed the merits of
the offering of the Securities. </P>
<P align=justify style="text-indent:5%">(f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  <U>Transfer or Sale</U>. The Investor
understands that (i) the Securities may not be offered for sale, sold, assigned
or transferred unless (A) registered pursuant to the Securities Act or (B) an
exemption exists permitting such Securities to be sold, assigned or transferred
without such registration; (ii) any sale of the Securities made in reliance on
Rule 144 may be made only in accordance with the terms of Rule 144 and further,
if Rule 144 is not applicable, any resale of the Securities under circumstances
in which the seller (or the Person through whom the sale is made) may be
deemed to be an underwriter (as that term is defined in the Securities Act) may
require compliance with some other exemption under the Securities Act or the
rules and regulations of the SEC thereunder. </P>
<P align=center>7 </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_8></A>
<P align=justify style="text-indent:5%">(g)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  <U>Validity; Enforcement</U>. This
Agreement has been duly and validly authorized, executed and delivered on behalf
of the Investor and is a valid and binding agreement of the Investor enforceable
against the Investor in accordance with its terms, subject as to enforceability
to general principles of equity and to applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation and other similar laws relating to, or
affecting generally, the enforcement of applicable creditors&#146; rights and
remedies.</P>
<P align=justify style="text-indent:5%">(h)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  <U>Residency</U>. The Investor is a
resident of the State of Illinois. </P>
<P align=justify style="text-indent:5%">(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  <U>No Short Selling</U>. The Investor
represents and warrants to the Company that at no time prior to the date of this
Agreement has any of the Investor, its agents, representatives or affiliates
engaged in or effected, in any manner whatsoever, directly or indirectly, any
(i) &#147;short sale&#148; (as such term is defined in Rule 200 of Regulation SHO of the
Exchange Act) of the Common Stock or (ii) hedging transaction, which establishes
a net short position with respect to the Common Stock. </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD vAlign=top width="5%"><B>4.</B> </TD>
    <TD>
      <P align=justify><B>REPRESENTATIONS AND WARRANTIES OF THE
    COMPANY.</B></P></TD></TR></TABLE>
<P align=justify style="text-indent:5%">The Company represents and warrants to the Investor that as of
the date hereof and as of the Commencement Date: </P>
<P align=justify style="text-indent:5%">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <U>Organization and Qualification</U>.
The Company and each of its Subsidiaries is an entity duly incorporated or
otherwise organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation or organization, with the requisite corporate
power and authority to own and use its properties and assets and to carry on its
business as currently conducted. Neither the Company nor any of its Subsidiaries
is in violation or default of any of the provisions of its respective
certificate or Articles of Incorporation, bylaws or other organizational or
charter documents. Each of the Company and its Subsidiaries is duly qualified to
conduct business and is in good standing as a foreign corporation or other
entity in each jurisdiction in which the nature of the business conducted or
property owned by it makes such qualification necessary, except where the
failure to be so qualified or in good standing, as the case may be, could not
have or reasonably be expected to result in a Material Adverse Effect and no
proceeding has been instituted in any such jurisdiction revoking, limiting or
curtailing or seeking to revoke, limit or curtail such power and authority or
qualification. The Company has no Subsidiaries except as set forth in
<U>Schedule 4</U>(<U>a</U>) hereof. </P>
<P align=justify style="text-indent:5%">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <U>Authorization; Enforcement;
Validity</U>. (i) The Company has the requisite corporate power and authority to
enter into and perform its obligations under this Agreement and each of the
other Transaction Documents, and to issue the Securities in accordance with the
terms hereof and thereof, (ii) the execution and delivery of the Transaction
Documents by the Company and the consummation by it of the transactions
contemplated hereby and thereby, including without limitation, the issuance of
the Commitment Shares (as defined below in <U>Section 5</U>(<U>e</U>)) and the
reservation for issuance and the issuance of the Purchase Shares issuable under
this Agreement, have been duly authorized by the Company&#146;s Board of Directors
and no further consent or authorization is required by the Company, its Board of
Directors or its stockholders, (iii) this Agreement has been, and each other
Transaction Document shall be on the Commencement Date, duly executed and
delivered by the Company and (iv) this Agreement constitutes, and each other
Transaction Document upon its execution on behalf of the Company, shall
constitute, the valid and binding obligations of the Company enforceable against
the Company in accordance with their terms, except as such enforceability may be
limited by general principles of equity or applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors&#146; rights
and remedies. The Board of Directors of the Company has approved the resolutions
(the &#147;<u>Signing Resolutions</u>&#148;) substantially in the form as set forth as <u>Exhibit C</u> attached hereto to authorize this Agreement and the
transactions contemplated hereby. The Signing Resolutions are valid, in full
force and effect and have not been modified or supplemented in any respect. The
Company has delivered to the Investor a true and correct copy of a unanimous
written consent adopting the Signing Resolutions executed by all of the members
of the Board of Directors of the Company. Except as set forth in this Agreement,
no other approvals or consents of the Company&#146;s Board of Directors, any
authorized committee thereof, and/or stockholders is necessary under applicable
laws and the Company&#146;s Certificate of Incorporation and/or Bylaws to authorize
the execution and delivery of this Agreement or any of the transactions
contemplated hereby, including, but not limited to, the issuance of the
Commitment Shares and the issuance of the Purchase Shares. </P>
<P align=center>8 </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_9></A>
<P align=justify style="text-indent:5%">(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  <U>Capitalization</U>. As of the date
hereof, the authorized capital stock of the Company is set forth in <U>Schedule
4</U>(<U>c</U>) hereof. Except as disclosed in the SEC Documents (as defined
below), (i) no shares of the Company&#146;s capital stock are subject to preemptive
rights or any other similar rights or any liens or encumbrances suffered or
permitted by the Company, (ii) there are no outstanding debt securities, (iii)
there are no outstanding options, warrants, scrip, rights to subscribe to, calls
or commitments of any character whatsoever relating to, or securities or rights
convertible into, any shares of capital stock of the Company or any of its
Subsidiaries, or contracts, commitments, understandings or arrangements by which
the Company or any of its Subsidiaries is or may become bound to issue
additional shares of capital stock of the Company or any of its Subsidiaries or
options, warrants, scrip, rights to subscribe to, calls or commitments of any
character whatsoever relating to, or securities or rights convertible into, any
shares of capital stock of the Company or any of its Subsidiaries, (iv) there
are no agreements or arrangements under which the Company or any of its
Subsidiaries is obligated to register the sale of any of their securities under
the Securities Act (except the Registration Rights Agreement), (v) there are no
outstanding securities or instruments of the Company or any of its Subsidiaries
which contain any redemption or similar provisions, and there are no contracts,
commitments, understandings or arrangements by which the Company or any of its
Subsidiaries is or may become bound to redeem a security of the Company or any
of its Subsidiaries, (vi) there are no securities or instruments containing
anti-dilution or similar provisions that will be triggered by the issuance of
the Securities as described in this Agreement and (vii) the Company does not
have any stock appreciation rights or &#147;phantom stock&#148; plans or agreements or any
similar plan or agreement. The Company has furnished to the Investor true and
correct copies of the Company&#146;s Articles of Incorporation, as amended and as in
effect on the date hereof (the &#147;<U>Articles of Incorporation</U>&#148;), and the
Company&#146;s Bylaws, as amended and as in effect on the date hereof (the
&#147;<U>Bylaws</U>&#148;), and summaries of the terms of all securities convertible into
or exercisable for Common Stock, if any, and copies of any documents containing
the material rights of the holders thereof in respect thereto. </P>
<P align=justify style="text-indent:5%">(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  <U>Issuance of Securities</U>. Upon
issuance and payment therefor in accordance with the terms and conditions of
this Agreement, the Purchase Shares shall be validly issued, fully paid and
nonassessable and free from all taxes, liens, charges, restrictions, rights of
first refusal and preemptive rights with respect to the issue thereof, with the
holders being entitled to all rights accorded to a holder of Common Stock.
10,000,000 shares of Common Stock have been duly authorized and reserved for
issuance upon purchase under this Agreement as Purchase Shares. 179,598 shares
of Common Stock (subject to equitable adjustment for any reorganization,
recapitalization, non-cash dividend, stock split or other similar transaction)
have been duly authorized and reserved for issuance as Initial Commitment Shares
(as defined below in <U>Section 5(e)</U>) in accordance with this Agreement. The
Initial Commitment Shares shall be validly issued, fully paid and nonassessable
and free from all taxes, liens, charges, restrictions, rights of first refusal
and preemptive rights with respect to the issue thereof, with the holders being
entitled to all rights accorded to a holder of Common Stock. 89,799 shares of
Common Stock (subject to equitable adjustment for any reorganization,
recapitalization, non-cash dividend, stock split or other similar transaction) have been duly authorized and
reserved for issuance as Additional Commitment Shares (as defined below in
<u>Section 5(e)</u>) in accordance with this Agreement. When issued in
accordance with this Agreement, the Additional Commitment Shares shall be
validly issued, fully paid and nonassessable and free from all taxes, liens,
charges, restrictions, rights of first refusal and preemptive rights with
respect to the issue thereof, with the holders being entitled to all rights
accorded to a holder of Common Stock.<b> </b></P>
<P align=center>9 </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_10></A>
<P align=justify style="text-indent:5%">(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  <U>No Conflicts</U>. The execution,
delivery and performance of the Transaction Documents by the Company and the
consummation by the Company of the transactions contemplated hereby and thereby
(including, without limitation, the reservation for issuance and issuance of the
Purchase Shares and the Commitment Shares) will not (i) result in a violation of
the <U>Articles of Incorporation</U>, any Certificate of Designations,
Preferences and Rights of any outstanding series of preferred stock of the
Company or the Bylaws or (ii) conflict with, or constitute a default (or an
event which with notice or lapse of time or both would become a default) under,
or give to others any rights of termination, amendment, acceleration or
cancellation of, any agreement, indenture or instrument to which the Company or
any of its Subsidiaries is a party, or result in a violation of any law, rule,
regulation, order, judgment or decree (including federal and state securities
laws and regulations and the rules and regulations of the Principal Market
applicable to the Company or any of its Subsidiaries) or by which any property
or asset of the Company or any of its Subsidiaries is bound or affected, except
in the case of conflicts, defaults, terminations, amendments, accelerations,
cancellations and violations under clause (ii), which could not reasonably be
expected to result in a Material Adverse Effect. Neither the Company nor its
Subsidiaries is in violation of any term of or in default under its <U>Articles
of Incorporation</U>, any Certificate of Designation, preferences and rights of
any outstanding series of preferred stock of the Company or Bylaws or their
organizational charter or bylaws, respectively. Neither the Company nor any of
its Subsidiaries is in violation of any term of or is in default under any
material contract, agreement, mortgage, indebtedness, indenture, instrument,
judgment, decree or order or any statute, rule or regulation applicable to the
Company or its Subsidiaries, except for possible conflicts, defaults,
terminations or amendments that could not reasonably be expected to have a
Material Adverse Effect. The business of the Company and its Subsidiaries is not
being conducted, and shall not be conducted, in violation of any law, ordinance,
regulation of any governmental entity, except for possible violations, the
sanctions for which either individually or in the aggregate could not reasonably
be expected to have a Material Adverse Effect. Except as specifically
contemplated by this Agreement and as required under the Securities Act or
applicable state securities laws and the rules and regulations of the Principal
Market, the Company is not required to obtain any consent, authorization or
order of, or make any filing or registration with, any court or governmental
agency or any regulatory or self-regulatory agency in order for it to execute,
deliver or perform any of its obligations under or contemplated by the
Transaction Documents in accordance with the terms hereof or thereof. Except as
set forth elsewhere in this Agreement, all consents, authorizations, orders,
filings and registrations which the Company is required to obtain pursuant to
the preceding sentence shall be obtained or effected on or prior to the
Commencement Date. Since one year prior to the date hereof, the Company has not
received nor delivered any notices or correspondence from or to the Principal
Market. The Principal Market has not commenced any delisting proceedings against
the Company. </P>
<P align=justify style="text-indent:5%">(f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  <U>SEC Documents; Financial
Statements</U>. The Company has filed all reports, schedules, forms, statements
and other documents required to be filed by the Company under the Securities Act
and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for
the 24 months preceding the date hereof (or such shorter period as the Company
was required by law or regulation to file such material) (the foregoing
materials, including the exhibits thereto and documents incorporated by
reference therein, being collectively referred to herein as the &#147;<U>SEC
Documents</U>&#148;) on a timely basis or has received a valid extension of such time
of filing and has filed any such SEC Documents prior to the expiration of any
such extension. As of their respective dates, the SEC Documents complied in all
material respects with the requirements of the Securities Act and the Exchange
Act, as applicable. None of the SEC Documents, when filed, contained any untrue
statement of a material fact or omitted to state a material fact required to be
stated therein or necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading. The
financial statements of the Company included in the SEC Documents comply in all
material respects with applicable accounting requirements and the rules and
regulations of the SEC with respect thereto as in effect at the time of filing.
Such financial statements have been prepared in accordance with United States
generally accepted accounting principles applied on a consistent basis during
the periods involved (&#147;<u>GAAP</u>&#148;), except as may be otherwise specified in
such financial statements or the notes thereto and except that unaudited
financial statements may not contain all footnotes required by GAAP, and fairly
present in all material respects the financial position of the Company and its
consolidated Subsidiaries as of and for the dates thereof and the results of
operations and cash flows for the periods then ended, subject, in the case of
unaudited statements, to normal, immaterial, year-end audit adjustments. Except
as set forth in the SEC Documents, the Company has received no notices or
correspondence from the SEC for the one year preceding the date hereof. The SEC
has not commenced any enforcement proceedings against the Company or any of its
Subsidiaries. </P>
<P align=center>10 </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_11></A>
<P align=justify style="text-indent:5%">(g)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  <U>Absence of Certain Changes</U>.
Except as disclosed in the SEC Documents, since December 31, 2014, there has
been no material adverse change in the business, properties, operations,
financial condition or results of operations of the Company or its Subsidiaries.
The Company has not taken any steps, and does not currently expect to take any
steps, to seek protection pursuant to any Bankruptcy Law nor does the Company or
any of its Subsidiaries have any knowledge or reason to believe that its
creditors intend to initiate involuntary bankruptcy<B> </B>or insolvency
proceedings.</P>
<P align=justify style="text-indent:5%">(h)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  <U>Absence of Litigation</U>. There is
no action, suit, proceeding, inquiry or investigation before or by any court,
public board, government agency, self-regulatory organization or body pending
or, to the knowledge of the Company or any of its Subsidiaries, threatened
against or affecting the Company, the Common Stock or any of the Company&#146;s or
its Subsidiaries&#146; officers or directors in their capacities as such, which could
reasonably be expected to have a Material Adverse Effect. </P>
<P align=justify style="text-indent:5%">(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  <U>Acknowledgment Regarding
Investor</U>&#146;<U>s Status</U>. The Company acknowledges and agrees that the
Investor is acting solely in the capacity of arm&#146;s length purchaser with respect
to the Transaction Documents and the transactions contemplated hereby and
thereby. The Company further acknowledges that the Investor is not acting as a
financial advisor or fiduciary of the Company (or in any similar capacity) with
respect to the Transaction Documents and the transactions contemplated hereby
and thereby and any advice given by the Investor or any of its representatives
or agents in connection with the Transaction Documents and the transactions
contemplated hereby and thereby is merely incidental to the Investor&#146;s purchase
of the Securities. The Company further represents to the Investor that the
Company&#146;s decision to enter into the Transaction Documents has been based solely
on the independent evaluation by the Company and its representatives and
advisors. </P>
<P align=justify style="text-indent:5%">(j)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  <U>No General Solicitation; No
Integrated Offering</U>. Neither the Company, nor any of its affiliates, nor any
Person acting on its or their behalf, has engaged in any form of general
solicitation or general advertising (within the meaning of Regulation D under
the Securities Act) in connection with the offer or sale of the Securities.
Neither the Company, nor or any of its affiliates, nor any Person acting on
their behalf has, directly or indirectly, made any offers or sales of any
security or solicited any offers to buy any security, under circumstances that
would require registration of the offer and sale of any of the Securities under
the Securities Act, whether through integration with prior offerings or
otherwise, or cause this offering of the Securities to be integrated with prior
offerings by the Company in a manner that would require stockholder approval
pursuant to the rules of the Principal Market on which any of the securities of the Company are listed or designated. The
issuance and sale of the Securities hereunder does not contravene the rules and
regulations of the Principal Market. </P>
<P align=center>11 </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_12></A>
<P align=justify style="text-indent:5%">(k)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  <U>Intellectual Property Rights</U>. The
Company and its Subsidiaries own or possess adequate rights or licenses to use
all material trademarks, trade names, service marks, service mark registrations,
service names, patents, patent rights, copyrights, inventions, licenses,
approvals, governmental authorizations, trade secrets and rights necessary to
conduct their respective businesses as now conducted. None of the Company&#146;s
material trademarks, trade names, service marks, service mark registrations,
service names, patents, patent rights, copyrights, inventions, licenses,
approvals, government authorizations, trade secrets or other intellectual
property rights have expired or terminated, or, by the terms and conditions
thereof, could expire or terminate within two years from the date of this
Agreement. The Company and its Subsidiaries do not have any knowledge of any
infringement by the Company or its Subsidiaries of any material trademark, trade
name rights, patents, patent rights, copyrights, inventions, licenses, service
names, service marks, service mark registrations, trade secret or other similar
rights of others, or of any such development of similar or identical trade
secrets or technical information by others, and there is no claim, action or
proceeding being made or brought against, or to the Company&#146;s knowledge, being
threatened against, the Company or its Subsidiaries regarding trademark, trade
name, patents, patent rights, invention, copyright, license, service names,
service marks, service mark registrations, trade secret or other infringement,
which could reasonably be expected to have a Material Adverse Effect. </P>
<P align=justify style="text-indent:5%">(l)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  <U>Environmental Laws</U>. To the
Company&#146;s knowledge, the Company and its Subsidiaries (i) are in compliance with
any and all applicable foreign, federal, state and local laws and regulations
relating to the protection of human health and safety, the environment or
hazardous or toxic substances or wastes, pollutants or contaminants
(&#147;<U>Environmental Laws</U>&#148;), (ii) have received all permits, licenses or other
approvals required of them under applicable Environmental Laws to conduct their
respective businesses and (iii) are in compliance with all terms and conditions
of any such permit, license or approval, except where, in each of the three
foregoing clauses, the failure to so comply could not reasonably be expected to
have, individually or in the aggregate, a Material Adverse Effect. </P>
<P align=justify style="text-indent:5%">(m)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  <U>Title</U>. Except as disclosed in the
SEC Documents, the Company and its Subsidiaries have good and marketable title
in fee simple to all real property owned by them and good and marketable title
in all personal property owned by them that is material to the business of the
Company and its Subsidiaries, in each case free and clear of all liens,
encumbrances and defects (&#147;<U>Liens</U>&#148;) and, except for Liens as do not
materially affect the value of such property and do not materially interfere
with the use made and proposed to be made of such property by the Company and
its Subsidiaries and Liens for the payment of federal, state or other taxes, the
payment of which is neither delinquent nor subject to penalties. Any real
property and facilities held under lease by the Company and its Subsidiaries are
held by them under valid, subsisting and enforceable leases with which the
Company and its Subsidiaries are in compliance with such exceptions as are not
material and do not interfere with the use made and proposed to be made of such
property and buildings by the Company and its Subsidiaries. </P>
<P align=justify style="text-indent:5%">(n)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  <U>Insurance</U>. The Company and each
of its Subsidiaries are insured by insurers of recognized financial
responsibility against such losses and risks and in such amounts as management
of the Company believes to be prudent and customary in the businesses in which
the Company and its Subsidiaries are engaged. Neither the Company nor any such
Subsidiary has been refused any insurance coverage sought or applied for and
neither the Company nor any such Subsidiary has any reason to believe that it
will not be able to renew its existing insurance coverage as and when such
coverage expires or to obtain similar coverage from similar insurers as may be
necessary to continue its business at a cost that would not materially and
adversely affect the condition, financial or otherwise, or the earnings,
business or operations of the Company and its Subsidiaries, taken as a whole.
</P>
<P align=center>12 </P>
<HR noshade align="center" width="100%" size=5 color="black" style="page-break-after:always;">

<!--$$/page=--><A name=page_13></A>
<P align=justify style="text-indent:5%">(o)&nbsp;&nbsp;&nbsp; &nbsp;<U>Regulatory Permits</U>. The
Company and its Subsidiaries possess all material certificates, authorizations
and permits issued by the appropriate federal, state or foreign regulatory
authorities necessary to conduct their respective businesses, and neither the
Company nor any such Subsidiary has received any notice of proceedings relating
to the revocation or modification of any such certificate, authorization or
permit. </P>
<P align=justify style="text-indent:5%">(p)&nbsp;&nbsp;&nbsp;&nbsp; <U>Tax Status</U>. The Company and
each of its Subsidiaries has made or filed all federal and state income and all
other material tax returns, reports and declarations required by any
jurisdiction to which it is subject (unless and only to the extent that the
Company and each of its Subsidiaries has set aside on its books provisions
reasonably adequate for the payment of all unpaid and unreported taxes) and has
paid all taxes and other governmental assessments and charges that are material
in amount, shown or determined to be due on such returns, reports and
declarations, except those being contested in good faith and has set aside on
its books provision reasonably adequate for the payment of all taxes for periods
subsequent to the periods to which such returns, reports or declarations apply.
There are no unpaid taxes in any material amount claimed to be due by the taxing
authority of any jurisdiction, and the officers of the Company know of no basis
for any such claim. </P>
<P align=justify style="text-indent:5%">(q)&nbsp;&nbsp;&nbsp;&nbsp; <U>Transactions With
Affiliates</U>. Except as set forth in the SEC Documents, none of the officers
or directors of the Company and, to the knowledge of the Company, none of the
employees of the Company is presently a party to any transaction with the
Company or any Subsidiary (other than for services as employees, officers and
directors), including any contract, agreement or other arrangement providing for
the furnishing of services to or by, providing for rental of real or personal
property to or from, or otherwise requiring payments to or from any officer,
director or such employee or, to the knowledge of the Company, any entity in
which any officer, director, or any such employee has a substantial interest or
is an officer, director, trustee or partner, in each case in excess of $120,000
other than for (i) payment of salary or consulting fees for services rendered,
(ii) reimbursement for expenses incurred on behalf of the Company and (iii)
other employee benefits, including stock option agreements under any stock
option plan of the Company. </P>
<P align=justify style="text-indent:5%">(r)&nbsp;&nbsp;&nbsp;&nbsp; <U>Application of Takeover
Protections</U>. The Company and its Board of Directors have taken or will take
prior to the Commencement Date all necessary action, if any, in order to render
inapplicable any control share acquisition, business combination, poison pill
(including any distribution under a rights agreement) or other similar
anti-takeover provision under the <U>Articles of Incorporation</U> or the laws
of the state of its incorporation which is or could become applicable to the
Investor as a result of the transactions contemplated by this Agreement,
including, without limitation, the Company&#146;s issuance of the Securities and the
Investor&#146;s ownership of the Securities. </P>
<P align=justify style="text-indent:5%">(s)&nbsp;&nbsp;&nbsp;&nbsp; <U>Disclosure</U>. Except with
respect to the material terms and conditions of the transactions contemplated by
the Transaction Documents that will be timely publicly disclosed by the Company,
the Company confirms that neither it nor any other Person acting on its behalf
has provided the Investor or its agents or counsel with any information that it
believes constitutes or might constitute material, non-public information which

is not otherwise disclosed in the Registration Statement or the SEC Documents.
The Company understands and confirms that the Investor will rely on the
foregoing representation in effecting purchases and sales of securities of the
Company. All of the disclosure furnished by or on behalf of the Company to the
Investor regarding the Company, its business and the transactions contemplated
hereby, including the disclosure schedules to this Agreement, is true and
correct and does not contain any untrue statement of a material fact or omit to
state any material fact necessary in order to make the statements made therein,
in light of the circumstances under which they were made, not misleading. The
press releases disseminated by the Company during the 12 months preceding the
date of this Agreement taken as a whole do not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary in order to make the statements therein, in light of the circumstances
under which they were made and when made, not misleading. The
Company acknowledges and agrees that the Investor neither makes nor has made any
representations or warranties with respect to the transactions contemplated
hereby other than those specifically set forth in Section 3 hereof. </P>
<P align=center>13 </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_14></A>

<P align=justify style="text-indent:5%">(t)&nbsp;&nbsp;&nbsp; &nbsp;<U>Foreign Corrupt Practices</U>.
Neither the Company, nor to the knowledge of the Company, any agent or other
Person acting on behalf of the Company, has (i) directly or indirectly, used any
funds for unlawful contributions, gifts, entertainment or other unlawful
expenses related to foreign or domestic political activity, (ii) made any
unlawful payment to foreign or domestic government officials or employees or to
any foreign or domestic political parties or campaigns from corporate funds,
(iii) failed to disclose fully any contribution made by the Company (or made by
any Person acting on its behalf of which the Company is aware) which is in
violation of law, or (iv) violated in any material respect any provision of the
Foreign Corrupt Practices Act of 1977, as amended. </P>
<P align=justify style="text-indent:5%">(u)&nbsp;&nbsp;&nbsp; &nbsp;<U>DTC Eligibility</U>. The
Company, through the Transfer Agent, currently participates in the DTC Fast
Automated Securities Transfer (FAST) Program and the Common Stock can be
transferred electronically to third parties via the DTC Fast Automated
Securities Transfer (FAST) Program.</P>
<P align=justify style="text-indent:5%">(v)&nbsp;&nbsp;&nbsp;&nbsp; <U>Sarbanes-Oxley</U>. The Company
is in compliance with all provisions of the Sarbanes-Oxley Act of 2002, as
amended, which are applicable to it as of the date hereof. </P>
<P align=justify style="text-indent:5%">(w)&nbsp;&nbsp;&nbsp;&nbsp; <U>Certain Fees</U>. No brokerage
or finder&#146;s fees or commissions are or will be payable by the Company to any
broker, financial advisor or consultant, finder, placement agent, investment
banker, bank or other Person with respect to the transactions contemplated by
the Transaction Documents. The Investor shall have no obligation with respect to
any fees or with respect to any claims made by or on behalf of other Persons for
fees that may be due in connection with the transactions contemplated by the
Transaction Documents. </P>
<P align=justify style="text-indent:5%">(x)&nbsp;&nbsp;&nbsp;&nbsp; <U>Investment Company</U>. The
Company is not, and immediately after receipt of payment for the Securities will
not be, an &#147;investment company&#148; within the meaning of the Investment Company Act
of 1940, as amended. </P>
<P align=justify style="text-indent:5%">(y)&nbsp;&nbsp;&nbsp;&nbsp; <U>Listing and Maintenance
Requirements</U>. The Common Stock is registered pursuant to Section 12(b) or
12(g) of the Exchange Act, and the Company has taken no action designed to, or
which to its knowledge is likely to have the effect of, terminating the
registration of the Common Stock pursuant to the Exchange Act nor has the
Company received any notification that the SEC is currently contemplating
terminating such registration. The Company has not, in the twelve (12) months
preceding the date hereof, received any notice from any Person to the effect
that the Company is not in compliance with the listing or maintenance
requirements of the Principal Market. The Company is, and has no reason to
believe that it will not in the foreseeable future continue to be, in compliance
with all such listing and maintenance requirements. </P>
<P align=justify style="text-indent:5%">(z)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <U>Accountants</U>. The
Company&#146;s accountants are set forth in the SEC Documents and, to the knowledge
of the Company, such accountants are an independent registered public accounting
firm as required by the Securities Act. </P>
<P align=justify style="text-indent:5%">(aa)&nbsp;&nbsp;&nbsp; <U>No Market Manipulation</U>. The
Company has not, and to its knowledge no Person acting on its behalf has, (i)
taken, directly or indirectly, any action designed to cause or to result in the
stabilization or manipulation of the price of any security of the Company to
facilitate the sale or resale of any of the Securities, (ii) sold, bid for,
purchased, or, paid any compensation for soliciting purchases of, any of the
Securities, or (iii) paid or agreed to pay to any Person any compensation for
soliciting another to purchase any other securities of the Company. </P>
<P align=center>14 </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_15></A>
<P align=justify style="text-indent:5%">(bb)&nbsp;&nbsp;&nbsp; <U>Shell Company Status</U>. The Company
is not currently, and has never been, an issuer identified in Rule 144(i)(1)
under the Securities Act. </P>
<P align=justify style="text-indent:5%">(cc)&nbsp;&nbsp;&nbsp; <U>No Disqualification Events</U>. None
of the Company, any of its predecessors, any affiliated issuer, any director,
executive officer, other officer of the Company participating in the offering
contemplated hereby, any beneficial owner of 20% or more of the Company&#146;s
outstanding voting equity securities, calculated on the basis of voting power,
nor any promoter (as that term is defined in Rule 405 under the Securities Act)
connected with the Company in any capacity at the time of sale (each, an
&#147;<U>Issuer</U> <U>Covered Person</U>&#148;) is subject to any of the &#147;Bad Actor&#148;
disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities
Act (a &#147;<U>Disqualification Event</U>&#148;), except for a Disqualification Event
covered by Rule 506(d)(2) or (d)(3) under the Securities Act. The Company has
exercised reasonable care to determine whether any Issuer Covered Person is
subject to a Disqualification Event. </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD vAlign=top width="5%"><B>5.</B> </TD>
    <TD>
      <P align=justify><B>COVENANTS.</B></P></TD></TR></TABLE>
<P align=justify style="text-indent:5%">(a)&nbsp;&nbsp;&nbsp;&nbsp; <U>Filing of Current Report and
Registration Statement</U>. The Company agrees that it shall, within the time
required under the Exchange Act, file with the SEC a report on Form 8-K relating
to the transactions contemplated by, and describing the material terms and
conditions of, the Transaction Documents (the &#147;<U>Current Report</U>&#148;). The
Company shall also file with the SEC, by the twentieth (20th) day following the
date hereof, a new registration statement (the &#147;Registration Statement&#148;)
covering the resale of the Purchase Shares and the Commitment Shares in

accordance with the terms of the Registration Rights Agreement between the
Company and the Investor, dated as of the date hereof (the &#147;<U>Registration
Rights Agreement</U>&#148;). The Company shall permit the Investor to review and
comment upon the final pre-filing draft version of the Current Report at least
two (2) Business Days prior to its filing with the SEC, and the Company shall
give due consideration to all such comments. The Investor shall use its
reasonable best efforts to comment upon the final pre-filing draft version of
the Current Report within one (1) Business Day from the date the Investor
receives it from the Company. </P>
<P align=justify style="text-indent:5%">(b)&nbsp;&nbsp;&nbsp;&nbsp; <U>Blue Sky</U>. The Company shall
take all such action, if any, as is reasonably necessary in order to obtain an
exemption for or to register or qualify (i) the issuance of the Commitment
Shares and the sale of the Purchase Shares to the Investor under this Agreement
and (ii) any subsequent resale of all Commitment Shares and all Purchase Shares
by the Investor, in each case, under applicable securities or &#147;Blue Sky&#148; laws of
the states of the United States in such states as is reasonably requested by the
Investor from time to time, and shall provide evidence of any such action so
taken to the Investor </P>
<P align=justify style="text-indent:5%">(c)&nbsp;&nbsp;&nbsp;&nbsp; <U>Listing/DTC</U>. The Company
shall promptly secure the listing of all of the Purchase Shares and Commitment
Shares to be issued to the Investor hereunder on the Principal Market (subject
to official notice of issuance) and upon each other national securities exchange
or automated quotation system, if any, upon which the Common Stock is then
listed, and shall maintain, so long as any shares of Common Stock shall be so
listed, such listing of all such Securities from time to time issuable
hereunder. The Company shall maintain the listing of the Common Stock on the
Principal Market and shall comply in all respects with the Company&#146;s reporting,
filing and other obligations under the bylaws or rules and regulations of the
Principal Market. Neither the Company nor any of its Subsidiaries shall take any
action that would reasonably be expected to result in the delisting or
suspension of the Common Stock on the Principal Market. The Company shall
promptly, and in no event later than the following Business Day, provide to the
Investor copies of any notices it receives from any Person regarding the
continued eligibility of the Common Stock for listing on the Principal Market.
The Company shall pay all fees and expenses in connection with satisfying its
obligations under this <U>Section 5</U>(<U>c</U>). The Company shall take all
action necessary to ensure that its Common Stock can be transferred
electronically as DWAC Shares. </P>
<P align=center>15 </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_16></A>
<P align=justify style="text-indent:5%">(d)&nbsp;&nbsp;&nbsp;&nbsp; <U>Prohibition of Short Sales and
Hedging Transactions</U>. The Investor agrees that beginning on the date of this
Agreement and ending on the date of termination of this Agreement as provided in
<U>Section 11</U>, the Investor and its agents, representatives and affiliates
shall not in any manner whatsoever enter into or effect, directly or indirectly,
any (i) &#147;short sale&#148; (as such term is defined in Rule 200 of Regulation SHO of
the Exchange Act) of the Common Stock or (ii) hedging transaction, which
establishes a net short position with respect to the Common Stock.</P>
<P align=justify style="text-indent:5%">(e)&nbsp;&nbsp;&nbsp;&nbsp; <U>Issuance of Commitment
Shares</U>. In consideration for the Investor&#146;s execution and delivery of this
Agreement, the Company shall cause the Transfer Agent to issue on the date of
this Agreement 179,598 shares of Common Stock (the &#147;<U>Initial Commitment
Shares</U>&#148;) directly to the Investor and shall deliver to the Transfer Agent
the Irrevocable Transfer Agent Instructions in the form as set forth in
<U>Exhibit E</U> attached hereto. For the avoidance of doubt, all of the Initial
Commitment Shares shall be fully earned as of the date of this Agreement,
whether or not the Commencement shall occur or any Purchase Shares are purchased
by the Investor under this Agreement and irrespective of any termination of this
Agreement. In connection with each Regular Purchase and each Accelerated
Purchase of Purchase Shares hereunder, the Company shall issue to the Investor a
number of shares of Common Stock (the &#147;<U>Additional Commitment Shares</U>&#148; and,
together with the Initial Commitment Shares, the &#147;<U>Commitment</U>
<U>Shares</U>&#148;) equal to the product of (x) 89,799 and (y) the Purchase Amount
Fraction. The &#147;<U>Purchase</U> <U>Amount Fraction</U>&#148; shall mean a fraction,
the numerator of which is the Purchase Amount purchased by the Investor with
respect to such Regular Purchase and Accelerated Purchase (as applicable) of
Purchase Shares and the denominator of which is Fifty Million Dollars
($50,000,000). The Additional Commitment Shares shall be issued to the Investor
on the same Business Day as Purchase Shares are issued to the Investor in
connection with the applicable Regular Purchase and Accelerated Purchase (as
applicable) in accordance with <U>Section 2(c)</U>. In no event shall the amount
of the Additional Commitment Shares to be issued under this Agreement exceed
89,799 shares of Common Stock, provided that such Additional Commitment Shares
shall be equitably adjusted for any reorganization, recapitalization, non-cash
dividend, stock split or other similar transaction. </P>
<P align=justify style="text-indent:5%">(f)&nbsp;&nbsp;&nbsp;&nbsp; <U>Due Diligence; Non-Public
Information</U>. The Investor shall have the right, from time to time as the
Investor may reasonably deem appropriate, to perform reasonable due diligence on
the Company during normal business hours. The Company and its officers and
employees shall provide information and reasonably cooperate with the Investor
in connection with any reasonable request by the Investor related to the
Investor&#146;s due diligence of the Company. Each party hereto agrees not to
disclose any Confidential Information of the other party to any third party and
shall not use the Confidential Information for any purpose other than in
connection with, or in furtherance of, the transactions contemplated hereby.
Each party hereto acknowledges that the Confidential Information shall remain
the property of the disclosing party and agrees that it shall take all
reasonable measures to protect the secrecy of any Confidential Information
disclosed by the other party. The Company confirms that neither it nor any other
Person acting on its behalf shall provide the Investor or its agents or counsel
with any information that constitutes or might constitute material, non-public
information, unless a simultaneous public announcement thereof is made by the
Company in the manner contemplated by Regulation FD. In the event of a breach of
the foregoing covenant by the Company or any Person acting on its behalf (as
determined in the reasonable good faith judgment of the Investor), in addition
to any other remedy provided herein or in the other Transaction Documents, the
Investor shall have the right to make a public disclosure, in the form of a
press release, public advertisement or otherwise, of such material, non-public
information without the prior approval by the Company; provided the Investor
shall have first provided notice to the Company that it believes it has received
information that constitutes material, non-public information, the Company shall
have at least 24 hours to publicly disclose such material, non-public
information prior to any such disclosure by the Investor, and the Company shall
have failed to publicly disclose such material, non-public information within
such time period. The Investor shall not have any liability to the Company, any
of its Subsidiaries, or any of their respective directors, officers, employees,
stockholders or agents, for any such disclosure. The Company
understands and confirms that the Investor shall be relying on the foregoing
covenants in effecting transactions in securities of the Company. </P>
<P align=center>16 </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_17></A>

<P align=justify style="text-indent:5%">(g)&nbsp;&nbsp;&nbsp; &nbsp;<U>Purchase Records</U>. The
Investor and the Company shall each maintain records showing the remaining
Available Amount at any given time and the dates and Purchase Amounts for each
Regular Purchase and Accelerated Purchase or shall use such other method,
reasonably satisfactory to the Investor and the Company.</P>
<P align=justify style="text-indent:5%">(h)&nbsp;&nbsp;&nbsp;&nbsp; <U>Taxes</U>. The Company shall pay
any and all transfer, stamp or similar taxes that may be payable with respect to
the issuance and delivery of any shares of Common Stock to the Investor made
under this Agreement.</P>
<P align=justify style="text-indent:5%">(i)&nbsp;&nbsp;&nbsp;&nbsp; <U>Use of Proceeds</U>. The Company
will use the net proceeds from the offering as described in the Registration
Statement or the SEC Documents. </P>
<P align=justify style="text-indent:5%">(j)&nbsp;&nbsp;&nbsp;&nbsp; <U>Other Transactions</U>. The
Company shall not enter into, announce or recommend to its stockholders any
agreement, plan, arrangement or transaction in or of which the terms thereof
would restrict, materially delay, conflict with or impair the ability or right
of the Company to perform its obligations under the Transaction Documents,
including, without limitation, the obligation of the Company to deliver the
Purchase Shares and the Commitment Shares to the Investor in accordance with the
terms of the Transaction Documents. </P>
<P align=justify style="text-indent:5%">(k)&nbsp;&nbsp;&nbsp;&nbsp; <U>Integration</U>. From and after
the date of this Agreement, neither the Company, nor or any of its affiliates
will, and the Company shall use its reasonable best efforts to ensure that no
Person acting on their behalf will, directly or indirectly, make any offers or
sales of any security or solicit any offers to buy any security, under
circumstances that would require registration of the offer and sale of any of
the Securities under the Securities Act. </P>
<P align=justify style="text-indent:5%">(l)&nbsp;&nbsp;&nbsp;&nbsp; <U>Limitation on Variable Rate
Transactions</U>. From and after the date of this Agreement until the 36-month
anniversary of the date of this Agreement (irrespective of any earlier
termination of this Agreement), the Company shall be prohibited from effecting
or entering into an agreement to effect any issuance by the Company or any of
its Subsidiaries of Common Stock or Common Stock Equivalents (or a combination
of units thereof) involving a Variable Rate Transaction, other than in
connection with an Exempt Issuance. &#147;<U>Common Stock Equivalents</U>&#148; means any
securities of the Company or its Subsidiaries which entitle the holder thereof
to acquire at any time Common Stock, including, without limitation, any debt,
preferred stock, rights, options, warrants or other instrument that is at any
time convertible into or exercisable or exchangeable for, or otherwise entitles
the holder thereof to receive, Common Stock. &#147;<U>Variable Rate Transaction</U>&#148;
means a transaction in which the Company (i) issues or sells any debt or equity
securities that are convertible into, exchangeable or exercisable for, or
include the right to receive additional shares of Common Stock or Common Stock
Equivalents either (A) at a conversion price, exercise price or exchange rate or
other price that is based upon and/or varies with the trading prices of or
quotations for the Common Stock at any time after the initial issuance of such
debt or equity securities, or (B) with a conversion, exercise or exchange price
that is subject to being reset at some future date after the initial issuance of
such debt or equity security or upon the occurrence of specified or contingent
events directly or indirectly related to the business of the Company or the
market for the Common Stock (including, without limitation, any &#147;full ratchet&#148;
or &#147;weighted average&#148; anti-dilution provisions) or (ii) enters into any
agreement, including, but not limited to, an &#147;equity line of credit&#148;,
&#147;at-the-market offering&#148; or other continuous offering or similar offering of
Common Stock or Common Stock Equivalents, whereby the Company may sell Common
Stock or Common Stock Equivalents at a future determined price. &#147;<U>Exempt
Issuance</U>&#148; means the issuance of (a) Common Stock or options to employees,
officers, directors or vendors of the Company pursuant to any stock or option
plan duly adopted for such purpose, by the Board of Directors or a majority of the members
of a committee of directors established for such purpose, (b) securities upon
the exercise or exchange of or conversion of any Securities issued hereunder or
under the Warrant and/or other securities exercisable or exchangeable for or
convertible into Common Stock issued and outstanding on the date of this
Agreement, provided that such securities have not been amended since the date of
this Agreement to increase the number of such securities or to decrease the
exercise price, exchange price or conversion price of such securities, (c)
securities in any &#147;at-the-market offering&#148; with or conducted by a registered
broker dealer, and (d) securities issued pursuant to acquisitions or strategic
transactions approved by the Board of Directors or a majority of the members of
a committee of directors established for such purpose, which acquisitions or
strategic transactions can have a Variable Rate Transaction component, provided
that any such issuance shall only be to a Person (or to the equity holders of a
Person) which is, itself or through its subsidiaries, an operating company or an
asset in a business synergistic with the business of the Company and shall
provide to the Company additional benefits in addition to the investment of
funds, but shall not include a transaction in which the Company is issuing
securities primarily for the purpose of raising capital or to an entity whose
primary business is investing in securities. </P>
<P align=center>17 </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_18></A>
<BR>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD vAlign=top width="5%"><B>6.</B> </TD>
    <TD>
      <P align=justify><B>TRANSFER AGENT
INSTRUCTIONS.</B></P></TD></TR></TABLE>
<P align=justify style="text-indent:5%">(a)&nbsp;&nbsp;&nbsp;&nbsp; On the date of this Agreement, the
Company shall issue irrevocable instructions to the Transfer Agent substantially
in the form attached hereto as <B><U>Exhibit E</U></B> to issue the Initial
Commitment Shares in accordance with the terms of this Agreement (the
&#147;<U>Irrevocable Transfer Agent Instructions</U>&#148;). The certificate(s)
representing the Commitment Shares, except as set forth below, shall bear the
following restrictive legend (the &#147;<U>Restrictive Legend</U>&#148;): </P>
<P align=justify style="text-indent:5%"><B>THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933</B>,<B> AS AMENDED</B>,<B> OR
APPLICABLE STATE SECURITIES LAWS</B>.<B> THE SECURITIES HAVE BEEN ACQUIRED FOR
INVESTMENT AND MAY NOT BE OFFERED FOR SALE</B>,<B> SOLD</B>,<B> TRANSFERRED OR
ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE
SECURITIES UNDER THE SECURITIES ACT OF 1933</B>,<B> AS AMENDED</B>,<B> OR
APPLICABLE STATE SECURITIES LAWS</B>,<B> UNLESS SOLD PURSUANT TO:
</B>(<B>1</B>)<B> RULE 144 UNDER THE SECURITIES ACT OF 1933</B>,<B> AS
AMENDED</B>,<B> OR </B>(<B>2</B>)<B> AN OPINION OF HOLDER</B>&#146;<B>S
COUNSEL</B>,<B> IN A CUSTOMARY FORM</B>,<B> THAT REGISTRATION IS NOT REQUIRED
UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS</B>.<B> </B></P>
<P align=justify style="text-indent:5%">(b)&nbsp;&nbsp;&nbsp;&nbsp; On the earlier of (i) the
Commencement Date and (ii) such time that the Investor shall request, provided
all conditions of Rule 144 under the Securities Act are met, the Company shall,
no later than one (1) Business Day following the delivery by the Investor to the
Company or the Transfer Agent of one or more legended certificates representing
the Initial Commitment Shares and/or Additional Commitment Shares (which
certificates the Investor shall promptly deliver on or prior to the first to
occur of the events described in clauses (i) and (ii) of this sentence), as
directed by the Investor, issue and deliver (or cause to be issued and
delivered) to the Investor, as requested by the Investor, either: (A) a
certificate representing such Initial Commitment Shares and/or Additional
Commitment Shares that is free from all restrictive and other legends or (B) a
number of shares of Common Stock equal to the number of Initial Commitment
Shares and/or Additional Commitment Shares represented by the certificate(s) so
delivered by the Investor as DWAC Shares. The Company shall take all actions to
carry out the intent and accomplish the purposes of the immediately preceding
sentence, including, without limitation, delivering all such legal opinions,
consents, certificates, resolutions and instructions to the Transfer Agent, and
any successor transfer agent of the Company, as may be requested from time to
time by the Investor or necessary or desirable to carry out the intent and
accomplish the purposes of the immediately preceding sentence. On the
Commencement Date, the Company shall issue to the Transfer Agent, and any subsequent transfer agent, (i) irrevocable
instructions in the form substantially similar to those used by the Investor in
substantially similar transactions (the &#147;<U>Commencement Irrevocable
Transfer</U> <U>Agent Instructions</U>&#148;) and (ii) the notice of effectiveness of
the Registration Statement in the form attached as an exhibit to the
Registration Rights Agreement (the &#147;<U>Notice of Effectiveness of
Registration</U> <U>Statement</U>&#148;), in each case to issue the Initial
Commitment Shares, the Additional Commitment Shares and the Purchase Shares in
accordance with the terms of this Agreement and the Registration Rights
Agreement. All Purchase Shares to be issued from and after Commencement to or
for the benefit of the Investor pursuant to this Agreement shall be issued only
as DWAC Shares. The Company represents and warrants to the Investor that, while
this Agreement is effective, no instruction other than the Commencement
Irrevocable Transfer Agent Instructions and the Notice of Effectiveness of
Registration Statement referred to in this <U>Section 6</U>(<U>b</U>) will be
given by the Company to the Transfer Agent with respect to the Initial
Commitment Shares, the Additional Commitment Shares or the Purchase Shares from
and after Commencement, and the Initial Commitment Shares, the Additional
Commitment Shares and the Purchase Shares covered by the Registration Statement
shall otherwise be freely transferable on the books and records of the Company.
The Company agrees that if the Company fails to fully comply with the provisions
of this <U>Section 6</U>(<U>b</U>) within five (5) Business Days of the Investor
providing the deliveries referred to above, the Company shall, at the Investor&#146;s
written instruction, purchase such shares of Common Stock containing the
Restrictive Legend from the Investor at the greater of the (i) Purchase Price or
Accelerated Purchase Price paid for such shares of Common Stock (as applicable)
and (ii) the Closing Sale Price of the Common Stock on the date of the
Investor&#146;s written instruction.</P>
<P align=center>18 </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_19></A>
<BR>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD vAlign=top width="5%"><B>7.</B> </TD>
    <TD>
      <P align=justify><B>CONDITIONS TO THE COMPANY&#146;S RIGHT TO
    COMMENCE</B></P></TD></TR></TABLE>
<P align=justify style="text-indent:5%"><B>SALES OF SHARES OF COMMON STOCK</B>.<B> </B></P>
<P align=justify style="text-indent:5%">The right of the Company hereunder to commence sales of the
Purchase Shares on the Commencement Date is subject to the satisfaction of each
of the following conditions: </P>
<P align=justify style="text-indent:5%">(a)&nbsp;&nbsp;&nbsp;&nbsp; The Investor shall have executed
each of the Transaction Documents and delivered the same to the Company; </P>
<P align=justify style="text-indent:5%">(b)&nbsp;&nbsp;&nbsp; &nbsp;The Registration Statement covering
the resale of the Commitment Shares<B> </B>and Purchase Shares shall have been
declared effective under the Securities Act by the SEC and no stop order with
respect to the Registration Statement shall be pending or threatened by the SEC;
and </P>
<P align=justify style="text-indent:5%">(c)&nbsp;&nbsp;&nbsp;&nbsp; The representations and warranties
of the Investor shall be true and correct in all material respects as of the
date hereof and as of the Commencement Date as though made at that time. </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD vAlign=top width="5%"><B>8.</B> </TD>
    <TD>
      <P align=justify><B>CONDITIONS TO THE INVESTOR&#146;S OBLIGATION TO PURCHASE
      SHARES OF COMMON STOCK.</B></P></TD></TR></TABLE>
<P align=justify style="text-indent:5%">The obligation of the Investor to buy Purchase Shares under
this Agreement is subject to the satisfaction of each of the following
conditions on or prior to the Commencement Date and, once such conditions have
been initially satisfied, there shall not be any ongoing obligation to satisfy
such conditions after the Commencement has occurred: </P>
<P align=justify style="text-indent:5%">(a)&nbsp;&nbsp;&nbsp;&nbsp; The Company shall have executed
each of the Transaction Documents and delivered the same to the Investor; </P>
<P align=justify style="text-indent:5%">(b)&nbsp;&nbsp;&nbsp;&nbsp; The Company shall have issued or
caused to be issued to the Investor (i) one or more certificates representing
the Initial Commitment Shares and Additional Commitment Shares (as applicable) free from all restrictive and other legends or (ii)
a number of shares of Common Stock equal to the number of Initial Commitment
Shares and Additional Commitment Shares (as applicable) as DWAC Shares, in each
case in accordance with <U>Section 6</U>(<U>b</U>); </P>
<P align=center>19 </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_20></A>

<P align=justify style="text-indent:5%">(c)&nbsp;&nbsp;&nbsp;&nbsp; The Common Stock shall be listed or
quoted on the Principal Market, trading in the Common Stock shall not have been
within the last 365 days suspended by the SEC or the Principal Market, and all
Securities to be issued by the Company to the Investor pursuant to this
Agreement shall have been approved for listing or quotation on the Principal
Market in accordance with the applicable rules and regulations of the Principal
Market, subject only to official notice of issuance; </P>
<P align=justify style="text-indent:5%">(d)&nbsp;&nbsp;&nbsp;&nbsp; The Investor shall have received
the opinions of the Company&#146;s legal counsel dated as of the Commencement Date
substantially in the form of <B><U>Exhibit A</U></B> attached hereto; </P>
<P align=justify style="text-indent:5%">(e)&nbsp;&nbsp;&nbsp;&nbsp; The representations and warranties
of the Company shall be true and correct in all material respects (except to the
extent that any of such representations and warranties is already qualified as
to materiality in <U>Section 4</U> above, in which case, such representations
and warranties shall be true and correct without further qualification) as of
the date hereof and as of the Commencement Date as though made at that time
(except for representations and warranties that speak as of a specific date,
which shall be true and correct as of such date) and the Company shall have
performed, satisfied and complied with the covenants, agreements and conditions
required by the Transaction Documents to be performed, satisfied or complied
with by the Company at or prior to the Commencement Date. The Investor shall
have received a certificate, executed by the CEO, President or CFO of the
Company, dated as of the Commencement Date, to the foregoing effect in the form
attached hereto as <B><U>Exhibit B</U></B>; </P>
<P align=justify style="text-indent:5%">(f)&nbsp;&nbsp;&nbsp;&nbsp; The Board of Directors of the
Company shall have adopted resolutions in the form attached hereto as
<B><U>Exhibit C</U></B> which shall be in full force and effect without any
amendment or supplement thereto as of the Commencement Date; </P>
<P align=justify style="text-indent:5%">(g)&nbsp;&nbsp;&nbsp;&nbsp; As of the Commencement Date, the
Company shall have reserved out of its authorized and unissued Common Stock, (i)
solely for the purpose of effecting purchases of Purchase Shares hereunder,
10,000,000 shares of Common Stock; and (ii) solely for the purpose of effecting
the issuance of Additional Commitment Shares hereunder 89,799 shares of Common
Stock; </P>
<P align=justify style="text-indent:5%">(h)&nbsp;&nbsp;&nbsp; &nbsp;The Commencement Irrevocable
Transfer Agent Instructions and the Notice of Effectiveness of Registration
Statement each shall have been delivered to and acknowledged in writing by the
Company and the Company&#146;s Transfer Agent (or any successor transfer agent); </P>
<P align=justify style="text-indent:5%">(i)&nbsp;&nbsp;&nbsp;&nbsp; The Company shall have delivered to
the Investor a certificate evidencing the incorporation and good standing of the
Company in the State of Nevada issued by the Secretary of State of the State of
Nevada as of a date within ten (10) Business Days of the Commencement Date; </P>
<P align=justify style="text-indent:5%">(j)&nbsp;&nbsp;&nbsp;&nbsp; The Company shall have delivered to
the Investor a certified copy of the <U>Articles of</U> <U>Incorporation</U> as
certified by the Secretary of State of the State of Nevada within ten (10)
Business Days of the Commencement Date; </P>
<P align=justify style="text-indent:5%">(k)&nbsp;&nbsp;&nbsp;&nbsp; The Company shall have delivered to
the Investor a secretary&#146;s certificate executed by the Secretary of the Company,
dated as of the Commencement Date, in the form attached hereto as <B><U>Exhibit
D</U></B>; </P>
<P align=justify style="text-indent:5%">(l)&nbsp;&nbsp;&nbsp;&nbsp; The Registration Statement covering
the resale of the Commitment Shares<B> </B>and Purchase Shares shall have been
declared effective under the Securities Act by the SEC and no stop order with
respect to the Registration Statement shall be pending or
threatened by the SEC. The Company shall have prepared and filed with the SEC,
not later than one (1) Business Day after the effective date of the Registration
Statement, a final and complete prospectus (the preliminary form of which shall
be included in the Registration Statement) and shall have delivered to the
Investor a true and complete copy thereof. Such prospectus shall be current and
available for the resale by the Investor of all of the Securities covered
thereby. The Current Report shall have been filed with the SEC, as required
pursuant to <U>Section</U> <U>5</U>(<U>a</U>). All reports, schedules,
registrations, forms, statements, information and other documents required to
have been filed by the Company with the SEC at or prior to the Commencement Date
pursuant to the reporting requirements of the Exchange Act shall have been filed
with the SEC within the applicable time periods prescribed for such filings
under the Exchange Act; </P>
<P align=center>20 </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_21></A>

<P align=justify style="text-indent:5%">(m)&nbsp;&nbsp;&nbsp;&nbsp; No Event of Default has occurred,
or any event which, after notice and/or lapse of time, would become an Event of
Default has occurred; </P>
<P align=justify style="text-indent:5%">(n)&nbsp;&nbsp;&nbsp;&nbsp; All federal, state and local
governmental laws, rules and regulations applicable to the transactions
contemplated by the Transaction Documents and necessary for the execution,
delivery and performance of the Transaction Documents and the consummation of
the transactions contemplated thereby in accordance with the terms thereof shall
have been complied with, and all consents, authorizations and orders of, and all
filings and registrations with, all federal, state and local courts or
governmental agencies and all federal, state and local regulatory or
self-regulatory agencies necessary for the execution, delivery and performance
of the Transaction Documents and the consummation of the transactions
contemplated thereby in accordance with the terms thereof shall have been
obtained or made, including, without limitation, in each case those required
under the Securities Act, the Exchange Act, applicable state securities or &#147;Blue
Sky&#148; laws or applicable rules and regulations of the Principal Market, or
otherwise required by the SEC, the Principal Market or any state securities
regulators; </P>
<P align=justify style="text-indent:5%">(o)&nbsp;&nbsp;&nbsp;&nbsp; No statute, regulation, order,
decree, writ, ruling or injunction shall have been enacted, entered,
promulgated, threatened or endorsed by any federal, state, local or foreign
court or governmental authority of competent jurisdiction which prohibits the
consummation of or which would materially modify or delay any of the
transactions contemplated by the Transaction Documents; and </P>
<P align=justify style="text-indent:5%">(p)&nbsp;&nbsp;&nbsp;&nbsp; No action, suit or proceeding
before any federal, state, local or foreign arbitrator or any court or
governmental authority of competent jurisdiction shall have been commenced or
threatened, and no inquiry or investigation by any federal, state, local or
foreign governmental authority of competent jurisdiction shall have been
commenced or threatened, against the Company, or any of the officers, directors
or affiliates of the Company, seeking to restrain, prevent or change the
transactions contemplated by the Transaction Documents, or seeking material
damages in connection with such transactions. </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD vAlign=top width="5%"><B>9.</B> </TD>
    <TD>
      <P align=justify><B>INDEMNIFICATION.</B></P></TD></TR></TABLE>
<P align=justify style="text-indent:5%">In consideration of the Investor&#146;s execution and delivery of
the Transaction Documents and acquiring the Securities hereunder and in addition
to all of the Company&#146;s other obligations under the Transaction Documents, the
Company shall defend, protect, indemnify and hold harmless the Investor and all
of its affiliates, stockholders, officers, directors, employees and direct or
indirect investors and any of the foregoing Person&#146;s agents or other
representatives (including, without limitation, those retained in connection
with the transactions contemplated by this Agreement) (collectively, the
&#147;<U>Indemnitees</U>&#148;) from and against any and all actions, causes of action,
suits, claims, losses, costs, penalties, fees, liabilities and damages, and
expenses in connection therewith (irrespective of whether any such Indemnitee is
a party to the action for which indemnification hereunder is sought), and
including reasonable attorneys&#146; fees and disbursements (the &#147;<U>Indemnified
Liabilities</U>&#148;), incurred by any Indemnitee as a result of, or arising out of,
or relating to (a) any misrepresentation or breach of any
representation or warranty made by the Company in the Transaction Documents or
any other certificate, instrument or document contemplated hereby or thereby,
(b) any breach of any covenant, agreement or obligation of the Company contained
in the Transaction Documents or any other certificate, instrument or document
contemplated hereby or thereby, or (c) any cause of action, suit or claim
brought or made against such Indemnitee and arising out of or resulting from the
execution, delivery, performance or enforcement of the Transaction Documents or
any other certificate, instrument or document contemplated hereby or thereby,
other than, in the case of clause (c), with respect to Indemnified Liabilities
which directly and primarily result from the fraud, gross negligence or willful
misconduct of an Indemnitee. The indemnity in this <U>Section 9</U> 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, conditioned or delayed. To the extent that the foregoing
undertaking by the Company may be unenforceable for any reason, the Company
shall make the maximum contribution to the payment and satisfaction of each of
the Indemnified Liabilities which is permissible under applicable law. Payment
under this indemnification shall be made within thirty (30) days from the date
Investor makes written request for it. A certificate containing reasonable
detail as to the amount of such indemnification submitted to the Company by
Investor shall be conclusive evidence, absent manifest error, of the amount due
from the Company to Investor. If any action shall be brought against any
Indemnitee in respect of which indemnity may be sought pursuant to this
Agreement, such Indemnitee shall promptly notify the Company in writing, and the
Company shall have the right to assume the defense thereof with counsel of its
own choosing reasonably acceptable to the Indemnitee. Any Indemnitee shall have
the right to employ separate counsel in any such action and participate in the
defense thereof, but the fees and expenses of such counsel shall be at the
expense of such Indemnitee, except to the extent that (i) the employment thereof
has been specifically authorized by the Company in writing, (ii) the Company has
failed after a reasonable period of time to assume such defense and to employ
counsel or (iii) in such action there is, in the reasonable opinion of such
separate counsel, a material conflict on any material issue between the position
of the Company and the position of such Indemnitee, in which case the Company
shall be responsible for the reasonable fees and expenses of no more than one
such separate counsel. </P>
<P align=center>21 </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_22></A>
<BR>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD vAlign=top width="5%"><B>10.</B> </TD>
    <TD>
      <P align=justify><B>EVENTS OF DEFAULT.</B></P></TD></TR></TABLE>
<P align=justify style="text-indent:5%">An &#147;<U>Event of Default</U>&#148; shall be deemed to have occurred
at any time as any of the following events occurs: </P>
<P align=justify style="text-indent:5%">(a)&nbsp;&nbsp;&nbsp; &nbsp;the effectiveness of a registration
statement registering the resale of the Securities lapses for any reason
(including, without limitation, the issuance of a stop order or similar order)
or such registration statement (or the prospectus forming a part thereof) is
unavailable to the Investor for resale of any or all of the Securities to be
issued to the Investor under the Transaction Documents, and such lapse or
unavailability continues for a period of ten (10) consecutive Business Days or
for more than an aggregate of thirty (30) Business Days in any 365-day period,
but excluding a lapse or unavailability where (i) the Company terminates a
registration statement after the Investor has confirmed in writing that all of
the Securities covered thereby have been resold or (ii) the Company supersedes
one registration statement with another registration statement, including
(without limitation) by terminating a prior registration statement when it is
effectively replaced with a new registration statement covering Securities
(provided in the case of this clause (ii) that all of the Securities covered by
the superseded (or terminated) registration statement that have not theretofore
been resold are included in the superseding (or new) registration statement);
</P>
<P align=justify style="text-indent:5%">(b)&nbsp;&nbsp;&nbsp;&nbsp; the suspension of the Common Stock
from trading on the Principal Market for a period of three (3) consecutive
Business Days, provided that the Company may not direct the Investor to purchase
any shares of Common Stock during any such suspension; </P>
<P align=center>22 </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_23></A>
<P align=justify style="text-indent:5%">(c)&nbsp;&nbsp;&nbsp; &nbsp;the delisting of the Common Stock
from the OTCQB operated by the OTC Markets Group, Inc., provided, however, that
the Common Stock is not immediately thereafter trading on the New York Stock
Exchange, The NASDAQ Capital Market, The NASDAQ Global Market, The NASDAQ Global
Select Market, the NYSE MKT, the NYSE Arca, the OTC Bulletin Board or the OTCQX
operated by the OTC Markets Group, Inc. (or nationally recognized successor to
any of the foregoing). If at any time after the Commencement Date, the Exchange
Cap is reached unless and until stockholder approval is obtained pursuant to
Section 2(e) hereof. The Exchange Cap shall be deemed to be reached at such time
if, upon submission of a Regular Purchase Notice or Accelerated Purchase Notice
under this Agreement, the issuance of such shares of Common Stock would exceed
that number of shares of Common Stock which the Company may issue under this
Agreement without breaching the Company&#146;s obligations under the rules or
regulations of the Principal Market; </P>
<P align=justify style="text-indent:5%">(d)&nbsp;&nbsp;&nbsp; &nbsp;the failure for any reason by the
Transfer Agent to issue (i) the Additional Commitment Shares to the Investor
within three (3) Business Days after the date on which the Investor is entitled
to receive such Additional Commitment Shares pursuant to Section 5(<U>e</U>)
hereof and (ii) Purchase Shares to the Investor within three (3) Business Days
after the applicable Purchase Date or Accelerated Purchase Date (as applicable)
on which the Investor is entitled to receive such Purchase Shares; </P>
<P align=justify style="text-indent:5%">(e)&nbsp;&nbsp;&nbsp;&nbsp; the Company breaches any
representation, warranty, covenant or other term or condition under any
Transaction Document if such breach could have a Material Adverse Effect and
except, in the case of a breach of a covenant which is reasonably curable, only
if such breach continues for a period of at least five (5) Business Days; </P>
<P align=justify style="text-indent:5%">(f)&nbsp;&nbsp;&nbsp;&nbsp; &nbsp;if any Person commences a
proceeding against the Company pursuant to or within the meaning of any
Bankruptcy Law; </P>
<P align=justify style="text-indent:5%">(g)&nbsp;&nbsp;&nbsp; &nbsp;if the Company, pursuant to or
within the meaning of any Bankruptcy Law, (i) commences a voluntary case, (ii)
consents to the entry of an order for relief against it in an involuntary case,
(iii) consents to the appointment of a Custodian of it or for all or
substantially all of its property, or (iv) makes a general assignment for the
benefit of its creditors or is generally unable to pay its debts as the same
become due; </P>
<P align=justify style="text-indent:5%">(h)&nbsp;&nbsp;&nbsp;&nbsp; a court of competent jurisdiction
enters an order or decree under any Bankruptcy Law that (i) is for relief
against the Company in an involuntary case, (ii) appoints a Custodian of the
Company or for all or substantially all of its property, or (iii) orders the
liquidation of the Company or any Subsidiary; or </P>
<P align=justify style="text-indent:5%">(i)&nbsp;&nbsp;&nbsp; &nbsp;if at any time the Company is not
eligible to transfer its Common Stock electronically as DWAC Shares. </P>
<P align=justify style="text-indent:5%">In addition to any other rights and remedies under applicable
law and this Agreement, so long as an Event of Default has occurred and is
continuing, or if any event which, after notice and/or lapse of time, would
become an Event of Default, has occurred and is continuing, the Company shall
not deliver to the Investor any Regular Purchase Notice or Accelerated Purchase
Notice. </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD vAlign=top width="5%"><B>11.</B> </TD>
    <TD>
      <P align=justify><B>TERMINATION</B></P></TD></TR></TABLE>
<P align=justify style="text-indent:5%">This Agreement may be terminated only as follows:</P>
<P align=justify style="text-indent:5%">(a)&nbsp;&nbsp;&nbsp; &nbsp;If pursuant to or within the
meaning of any Bankruptcy Law, the Company commences a voluntary case or any
Person commences a proceeding against the Company, a Custodian is appointed for
the Company or for all or substantially all of its property, or
the Company makes a general assignment for the benefit of its creditors (any of
which would be an Event of Default as described in <U>Sections 10</U>(<U>f</U>), <U>10</U>(<U>g</U>) and <U>10</U>(<U>h</U>) hereof), this Agreement shall
automatically terminate without any liability or payment to the Company (except
as set forth below) without further action or notice by any Person.</P>
<P align=center>23 </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_24></A>

<P align=justify style="text-indent:5%">(b)&nbsp;&nbsp;&nbsp;&nbsp; In the event that the Commencement
shall not have occurred on or before December 31, 2015, due to the failure to
satisfy the conditions set forth in <U>Sections 7</U> and <U>8</U> above with
respect to the Commencement, either the Company or the Investor shall have the
option to terminate this Agreement at the close of business on such date or
thereafter without liability of any party to any other party (except as set
forth below); provided, however, that the right to terminate this Agreement
under this <U>Section 11</U>(<U>b</U>) shall not be available to any party if
such party is then in breach of any covenant or agreement contained in this
Agreement or any representation or warranty of such party contained in this
Agreement fails to be true and correct such that the conditions set forth in
<U>Section 7</U>(<U>c</U>) or <U>Section 8</U>(<U>e</U>), as applicable, could
not then be satisfied. </P>
<P align=justify style="text-indent:5%">(c)&nbsp;&nbsp;&nbsp; &nbsp;At any time after the Commencement
Date, the Company shall have the option to terminate this Agreement for any
reason or for no reason by delivering notice (a &#147;<U>Company Termination</U>
<U>Notice</U>&#148;) to the Investor electing to terminate this Agreement without any
liability whatsoever of any party to any other party under this Agreement
(except as set forth below). The Company Termination Notice shall not be
effective until one (1) Business Day after it has been received by the
Investor.</P>
<P align=justify style="text-indent:5%">(d)&nbsp;&nbsp;&nbsp; &nbsp;This Agreement shall automatically
terminate on the date that the Company sells and the Investor purchases the full
Available Amount as provided herein, without any action or notice on the part of
any party and without any liability whatsoever of any party to any other party
under this Agreement (except as set forth below). </P>
<P align=justify style="text-indent:5%">(e)&nbsp;&nbsp;&nbsp;&nbsp; If, for any reason or for no
reason, the full Available Amount has not been purchased in accordance with
<U>Section 2</U> of this Agreement by the Maturity Date, this Agreement shall
automatically terminate on the Maturity Date, without any action or notice on
the part of any party and without any liability whatsoever of any party to any
other party under this Agreement (except as set forth below). </P>
<P align=justify style="text-indent:5%">Except as set forth in <U>Sections 11</U>(<U>a</U>) (in respect
of an Event of Default under <U>Sections 10</U>(<U>f</U>), <U>10</U>(<U>g</U>)
and 10(h)), <U>11</U>(<U>d</U>) and <U>11</U>(<U>e</U>), any termination of this
Agreement pursuant to this <U>Section 11</U> shall be effected by written notice
from the Company to the Investor, or the Investor to the Company, as the case
may be, setting forth the basis for the termination hereof. The representations
and warranties and covenants of the Company and the Investor contained in
<U>Sections 3</U>, <U>4</U>, <U>5</U>, and <U>6</U> hereof, the indemnification
provisions set forth in <U>Section 9</U> hereof and the agreements and covenants
set forth in <U>Sections</U><B><U> </U></B><U>10</U>, <U>11</U> and <U>12</U>
shall survive the Commencement and any termination of this Agreement. No
termination of this Agreement shall (i) affect the Company&#146;s or the Investor&#146;s
rights or obligations under (A) this Agreement with respect to pending Regular
Purchases and Accelerated Purchases and the Company and the Investor shall
complete their respective obligations with respect to any pending Regular
Purchases and Accelerated Purchases under this Agreement and (B) the
Registration Rights Agreement, which shall survive any such termination, or (ii)
be deemed to release the Company or the Investor from any liability for
intentional misrepresentation or willful breach of any of the Transaction
Documents. </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD vAlign=top width="5%"><B>12.</B> </TD>
    <TD>
      <P align=justify><B>MISCELLANEOUS.</B></P></TD></TR></TABLE>
<P align=justify style="text-indent:5%">(a)&nbsp;&nbsp;&nbsp; &nbsp;<U>Governing Law; Jurisdiction;
Jury Trial</U>. 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 and the other Transaction Documents 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 in the State of Illinois, County of Cook,
for the adjudication of any dispute hereunder or under the other Transaction
Documents or in connection herewith or therewith, 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. <b>EACH PARTY HEREBY IRREVOCABLY WAIVES
ANY RIGHT IT MAY HAVE</b>,<b> AND AGREES NOT TO REQUEST</b>,<b> 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</b>. </P>
<P align=center>24 </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_25></A>

<P align=justify style="text-indent:5%">(b)&nbsp;&nbsp;&nbsp;&nbsp; <U>Counterparts</U>. 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;
provided that a facsimile signature or signature delivered by e-mail in a &#147;.pdf&#148;
format data file shall be considered due execution and shall be binding upon the
signatory thereto with the same force and effect as if the signature were an
original signature. </P>
<P align=justify style="text-indent:5%">(c)&nbsp;&nbsp;&nbsp;&nbsp; <U>Headings</U>. The headings of
this Agreement are for convenience of reference and shall not form part of, or
affect the interpretation of, this Agreement. </P>
<P align=justify style="text-indent:5%">(d)&nbsp;&nbsp;&nbsp; &nbsp;<U>Severability</U>. 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. </P>
<P align=justify style="text-indent:5%">(e)&nbsp;&nbsp;&nbsp;&nbsp; <U>Entire Agreement</U>. The
Transaction Documents supersede all other prior oral or written agreements
between the Investor, the Company, their affiliates and Persons acting on their
behalf with respect to the subject matter thereof, and this Agreement, the other
Transaction Documents and the instruments referenced herein contain the entire
understanding of the parties with respect to the matters covered herein and
therein and, except as specifically set forth herein or therein, neither the
Company nor the Investor makes any representation, warranty, covenant or
undertaking with respect to such matters. The Company acknowledges and agrees
that is has not relied on, in any manner whatsoever, any representations or
statements, written or oral, other than as expressly set forth in the
Transaction Documents. </P>
<P align=justify style="text-indent:5%">(f)&nbsp;&nbsp;&nbsp; &nbsp;<U>Notices</U>. Any notices,
consents 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 or email (provided confirmation of transmission is
mechanically or electronically generated and kept on file by the sending party);
or (iii) one 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 for such communications shall be: </P>
<P align=center>25 </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_26></A>
<P style="MARGIN-LEFT: 5%" align=justify>If to the Company: </P>
<P style="MARGIN-LEFT: 10%" align=justify>Anavex Life Sciences Corp. <BR>51 West
52nd Street, 7th Floor <BR>New York, New York 10019 <BR>Telephone:&nbsp;(844)
689-3939 <BR>Facsimile:&nbsp;(___) _____-________<BR>E-mail:&nbsp;
cmissling@anavexcorp.com</A> <BR>Attention:&nbsp;Christopher Missling,
PhD., CEO </P>
<P style="MARGIN-LEFT: 10%" align=justify>With a copy to (which shall not
constitute notice or service of process): </P>
<P style="MARGIN-LEFT: 10%" align=justify>K&amp;L Gates, LLP <BR>200 S. Biscayne
Blvd., Ste. 3900 <BR>Miami, Florida 33131 <BR>Telephone:&nbsp;305.539.3306
<BR>Facsimile:&nbsp;305.358.7095 <BR>E-mail:&nbsp;
clayton.parker@klgates.com</A> <BR>Attention:&nbsp;Clayton E. Parker,
Esq. </P>
<P style="MARGIN-LEFT: 5%" align=justify>If to the Investor: </P>
<P style="MARGIN-LEFT: 10%" align=justify>Lincoln Park Capital Fund, LLC <BR>440
North Wells, Suite 410 <BR>Chicago, IL 60654 <BR>Telephone: 312.822.9300
<BR>Facsimile: 312.822.9301 <BR>E-mail:
jscheinfeld@lpcfunds.com/jcope@lpcfunds.com <BR>Attention: Josh
Scheinfeld/Jonathan Cope <BR></P>
<P style="MARGIN-LEFT: 5%" align=justify>If to the Transfer Agent: </P>
<P style="MARGIN-LEFT: 10%" align=justify>Nevada Agency and Transfer Company
<BR>50 West Liberty Street, Suite 880 <BR>Reno NV 89501<BR>Tel: 775-322-0626
<BR>Fax: 775-322-5623 <BR>E-mail: tiffany@natco.org <BR>Attention: Tiffany
Baxter </P>
<P align=justify style="text-indent:5%">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 or other communication, (B) mechanically or
electronically generated by the sender&#146;s facsimile machine or email account
containing the time, date, and recipient facsimile number or email address, as
applicable, 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. </P>
<P align=center>26 </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_27></A>
<P align=justify style="text-indent:5%">(g)&nbsp;&nbsp;&nbsp; &nbsp;<U>Successors and Assigns</U>. This
Agreement shall be binding upon and inure to the benefit of the parties and
their respective successors and assigns. The Company shall not assign this
Agreement or any rights or obligations hereunder without the prior written
consent of the Investor, including by merger or consolidation. The Investor may
not assign its rights or obligations under this Agreement. </P>
<P align=justify style="text-indent:5%">(h)&nbsp;&nbsp;&nbsp;&nbsp; <U>No Third Party
Beneficiaries</U>. This Agreement is intended for the benefit of the parties
hereto and their respective permitted successors and assigns, and is not for the
benefit of, nor may any provision hereof be enforced by, any other Person. </P>
<P align=justify style="text-indent:5%">(i)&nbsp;&nbsp;&nbsp;&nbsp; <U>Publicity</U>. The Company shall
afford the Investor and its counsel with the opportunity to review and comment
upon, shall consult with the Investor and its counsel on the form and substance
of, and shall give due consideration to all such comments from the Investor or
its counsel on, any press release, SEC filing or any other public disclosure by
or on behalf of the Company relating to the Investor, its purchases hereunder or
any aspect of the Transaction Documents or the transactions contemplated
thereby, not less than 24 hours prior to the issuance, filing or public
disclosure thereof. The Investor must be provided with a final version of any
such press release, SEC filing or other public disclosure at least 24 hours
prior to any release, filing or use by the Company thereof. The Company agrees
and acknowledges that its failure to fully comply with this provision
constitutes a Material Adverse Effect.</P>
<P align=justify style="text-indent:5%">(j)&nbsp;&nbsp;&nbsp;&nbsp; <U>Further Assurances</U>. 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 consummate and make effective, as soon as reasonably
possible, the Commencement, and to carry out the intent and accomplish the
purposes of this Agreement and the consummation of the transactions contemplated
hereby. </P>
<P align=justify style="text-indent:5%">(k)&nbsp;&nbsp;&nbsp;&nbsp; <U>No Financial Advisor</U>,<U>
Placement Agent</U>,<U> Broker or Finder</U>. The Company represents and
warrants to the Investor that it has not engaged any financial advisor,
placement agent, broker or finder in connection with the transactions
contemplated hereby. The Investor represents and warrants to the Company that it
has not engaged any financial advisor, placement agent, broker or finder in
connection with the transactions contemplated hereby. The Company shall be
responsible for the payment of any fees or commissions, if any, of any financial
advisor, placement agent, broker or finder relating to or arising out of the
transactions contemplated hereby. The Company shall pay, and hold the Investor
harmless against, any liability, loss or expense (including, without limitation,
attorneys&#146; fees and out of pocket expenses) arising in connection with any such
claim. </P>
<P align=justify style="text-indent:5%">(l)&nbsp;&nbsp;&nbsp;&nbsp; <U>No Strict Construction</U>. 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. </P>
<P align=justify style="text-indent:5%">(m)&nbsp; &nbsp;<U>Remedies</U>,<U> Other Obligations</U>,<U>
Breaches and Injunctive Relief</U>. The Investor&#146;s remedies provided in this
Agreement, including, without limitation, the Investor&#146;s remedies provided in
Section 9, shall be cumulative and in addition to all other remedies available
to the Investor under this Agreement, at law or in equity (including a decree of
specific performance and/or other injunctive relief), no remedy of the Investor
contained herein shall be deemed a waiver of compliance with the provisions
giving rise to such remedy and nothing herein shall limit the Investor&#146;s right
to pursue actual damages for any failure by the Company to comply with the terms
of this Agreement. The Company acknowledges that a breach by it of its
obligations hereunder will cause irreparable harm to the Investor and that the
remedy at law for any such breach may be inadequate. The Company therefore
agrees that, in the event of any such breach or threatened breach, the Investor
shall be entitled, in addition to all other available remedies, to an injunction
restraining any breach, without the necessity of showing economic loss and
without any bond or other security being required. </P>
<P align=center>27 </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_28></A>
<P align=justify style="text-indent:5%">(n)&nbsp;&nbsp;&nbsp;&nbsp; <U>Enforcement Costs</U>. If: (i)
this Agreement is placed by the Investor in the hands of an attorney for
enforcement or is enforced by the Investor through any legal proceeding; (ii) an
attorney is retained to represent the Investor in any bankruptcy,
reorganization, receivership or other proceedings affecting creditors&#146; rights
and involving a claim under this Agreement; or (iii) an attorney is retained to
represent the Investor in any other proceedings whatsoever in connection with
this Agreement, then the Company shall pay to the Investor, as incurred by the
Investor, all reasonable costs and expenses including attorneys&#146; fees incurred
in connection therewith, in addition to all other amounts due hereunder. </P>
<P align=justify style="text-indent:5%">(o)&nbsp;&nbsp;&nbsp;&nbsp; <U>Amendment and Waiver; Failure or
Indulgence Not Waiver</U>. No provision of this Agreement may be amended or
waived by the parties from and after the date that is one (1) Business Day
immediately preceding the filing of the Registration Statement with the SEC.
Subject to the immediately preceding sentence, (i) no provision of this
Agreement may be amended other than by a written instrument signed by both
parties hereto and (ii) no provision of this Agreement may be waived other than
in a written instrument signed by the party against whom enforcement of such
waiver is sought. No failure or delay in the exercise of any power, right or
privilege hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any such power, right or privilege preclude other or further
exercise thereof or of any other right, power or privilege. </P>
<P align=center><I>** Signature Page Follows ** </I></P>
<P align=center>28 </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_29></A>
<P align=justify style="text-indent:5%"><B>IN WITNESS WHEREOF,</B> the Investor and the Company have
caused this Purchase Agreement to be duly executed as of the date first written
above. </P>
<DIV align=right>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="50%" border=0>

  <TR vAlign=top>
    <TD align=left><B><U>THE COMPANY:</U></B> </TD></TR>
  <TR>
    <TD>&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left><B>ANAVEX LIFE SCIENCES CORP.</B> </TD></TR>
  <TR>
    <TD>&nbsp; </TD></TR>
  <TR>
    <TD>&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left>By: <u>/s/ Christopher Missling</u></TD>
  </TR>
  <TR vAlign=top>
    <TD align=left>Name: Christopher Missling, PhD. </TD></TR>
  <TR vAlign=top>
    <TD align=left>Title: Chief Executive Officer </TD></TR>
  <TR>
    <TD>&nbsp; </TD></TR>
  <TR>
    <TD>&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left><B><U>INVESTOR:</U></B> </TD></TR>
  <TR>
    <TD>&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left><B>LINCOLN PARK CAPITAL FUND, LLC</B> </TD></TR>
  <TR vAlign=top>
    <TD align=left><B>BY: LINCOLN PARK CAPITAL, LLC</B> </TD></TR>
  <TR vAlign=top>
    <TD align=left><B>BY: ROCKLEDGE CAPITAL CORPORATION</B> </TD></TR>
  <TR>
    <TD>&nbsp; </TD></TR>
  <TR>
    <TD>&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left>By: <u>/s/ Josh Scheinfeld </u></TD>
  </TR>
  <TR vAlign=top>
    <TD align=left>Name: Josh Scheinfeld </TD></TR>
  <TR vAlign=top>
    <TD align=left>Title: President </TD></TR></TABLE></DIV>
<P align=center>29 </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_30></A>
<P align=center><B><U>SCHEDULES</U></B><B> </B></P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD align=left >Schedule 4(a) </TD>
    <TD align=left width="80%">Subsidiaries </TD></TR>
  <TR vAlign=top>
    <TD align=left >Schedule 4(c) </TD>
    <TD align=left width="80%">Capitalization </TD></TR></TABLE>
<P align=center><B><U>EXHIBITS</U></B><B> </B></P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD align=left >Exhibit A </TD>
    <TD align=left width="80%">Form of Company Counsel Opinion </TD></TR>
  <TR vAlign=top>
    <TD align=left >Exhibit B </TD>
    <TD align=left width="80%">Form of Officer&#146;s Certificate </TD></TR>
  <TR vAlign=top>
    <TD align=left >Exhibit C </TD>
    <TD align=left width="80%">Form of Resolutions of Board of Directors of
      the Company </TD></TR>
  <TR vAlign=top>
    <TD align=left >Exhibit D </TD>
    <TD align=left width="80%">Form of Secretary&#146;s Certificate </TD></TR>
  <TR vAlign=top>
    <TD align=left >Exhibit E </TD>
    <TD align=left width="80%">Form of Letter to Transfer Agent
</TD></TR></TABLE>
<P align=center>30 </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_31></A>
<P align=center><B><U>DISCLOSURE SCHEDULES</U></B><B> </B></P>
<P align=center>Schedule 4(a) &#150; Subsidiaries </P>
<P align=center>Schedule 4(c) &#150; Capitalization </P>
<P align=center>31 </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_32></A>
<P align=center><B><U>EXHIBIT A</U></B><B> </B></P>
<P align=center><B>FORM OF COMPANY COUNSEL OPINION </B></P>
<P align=justify style="text-indent:5%">Capitalized terms used herein but not defined herein, have the
meaning set forth in the Purchase Agreement. Based on the foregoing, and subject
to the assumptions and qualifications set forth herein, we are of the opinion
that: </P>
<P align=justify style="text-indent:5%">1.&nbsp;&nbsp;&nbsp;&nbsp; The Company is a corporation
existing and in good standing under the laws of the State of Nevada.</P>
<P align=justify style="text-indent:5%">2.&nbsp;&nbsp;&nbsp; &nbsp;The Company has the corporate power
to execute and deliver, and perform its obligations under, each Transaction
Document to which it is a party. To our knowledge, the Company has the corporate
power to conduct its business as it is now conducted, and to own and use the
properties owned and used by it. </P>
<P align=justify style="text-indent:5%">3.&nbsp;&nbsp;&nbsp;&nbsp; The execution, delivery and
performance by the Company of the Transaction Documents to which it is a party
have been duly authorized by all necessary corporate action on the part of the
Company. The execution and delivery of the Transaction Documents by the Company,
the performance of the obligations of the Company thereunder and the
consummation by it of the transactions contemplated therein have been duly
authorized and approved by the Company's Board of Directors and no further
consent, approval or authorization of the Company, its Board of Directors or its
stockholders is required. The Transaction Documents to which the Company is a
party have been duly executed and delivered by the Company and are the valid and
binding obligations of the Company, enforceable against the Company in
accordance with their terms except as such enforceability may be limited by
general principles of equity or applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar laws relating to, or
affecting creditor&#146;s rights and remedies. </P>
<P align=justify style="text-indent:5%">4.&nbsp;&nbsp;&nbsp;&nbsp; The execution, delivery and
performance by the Company of the Transaction Documents, the consummation by the
Company of the transactions contemplated thereby including the offering, sale
and issuance of the Commitment Shares and the Purchase Shares in accordance with
the terms and conditions of the Purchase Agreement, and fulfillment and
compliance with terms of the Transaction Documents, does not and shall not: (i)
conflict with, constitute a breach of or default (or an event which, with the
giving of notice or lapse of time or both, constitutes or could constitute a
breach or a default), under (a) the <U>Articles of Incorporation</U> or the
Bylaws of the Company, (b) to our knowledge, any material agreement, note,
lease, mortgage, deed or other material instrument to which the Company is a
party or by which the Company or any of its assets are bound (&#147;Material
Agreements&#148;), (ii) result in any violation of any statute, law, rule or
regulation applicable to the Company, or (iii) to our knowledge, violate any
order, writ, injunction or decree applicable to the Company or any of its
subsidiaries. </P>
<P align=justify style="text-indent:5%">5.&nbsp;&nbsp;&nbsp;&nbsp; The issuance of the Purchase Shares
and the Commitment Shares pursuant to the terms and conditions of the
Transaction Documents has been duly authorized by all necessary corporate action
on the part of the Company. The Commitment Shares are validly issued, fully paid
and non-assessable, and to our knowledge, free of all taxes, liens, charges,
restrictions, rights of first refusal and preemptive rights. __,___,___ shares
of Common Stock have been properly reserved for issuance as Purchase Shares
under the Purchase Agreement. When issued and paid for in accordance with the
Purchase Agreement, the Purchase Shares shall be validly issued, fully paid and
non-assessable, and to our knowledge, free of all taxes, liens, charges,
restrictions, rights of first refusal and preemptive rights. To our knowledge,
the execution and delivery of the Registration Rights Agreement do not, and the
performance by the Company of its obligations thereunder shall not, give rise to
any rights of any other Person for the registration under the Securities Act of any shares of Common
Stock or other securities of the Company which have not been waived. </P>
<P align=center>32 </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_33></A>

<P align=justify style="text-indent:5%">6.&nbsp;&nbsp;&nbsp;&nbsp; As of the date hereof, the
authorized capital stock of the Company consists of __,___,___ shares of common
stock, $0.001 par value per share, of which to our knowledge __________ shares
are issued and outstanding.</P>
<P align=justify style="text-indent:5%">7.&nbsp;&nbsp;&nbsp;&nbsp; Assuming the accuracy of the
representations and your compliance with the covenants made by you in the
Transaction Documents, the offering, sale and issuance of the Commitment Shares
and the Purchase Shares to you pursuant to the Transaction Documents is exempt
from registration under the Securities Act. </P>
<P align=justify style="text-indent:5%">8.&nbsp;&nbsp;&nbsp;&nbsp; Other than that which has been
obtained and completed prior to the date hereof, no authorization, approval,
consent, filing or other order of any federal or state governmental body,
regulatory agency, or stock exchange or market, or any court, or, to our
knowledge any third party is required to be obtained by the Company to enter
into and perform its obligations under the Transaction Documents or for the
Company to issue and sell the Commitment Shares and the Purchase Shares as
contemplated by the Transaction Documents. </P>
<P align=justify style="text-indent:5%">9.&nbsp;&nbsp;&nbsp;&nbsp; The Common Stock is registered
pursuant to Section 12(g) of the Exchange Act. To our knowledge, since one year
preceding the date of the Purchase Agreement, the Company has been in compliance
with the reporting requirements of the Exchange Act applicable to it. To our
knowledge, since one year preceding the date of the Purchase Agreement, the
Company has not received any written notice from any Person stating that the
Company has not been in compliance with any of the rules and regulations
(including the requirements for continued listing) of the Principal Market. </P>
<P align=justify style="text-indent:5%">10.&nbsp;&nbsp;&nbsp;&nbsp; The Company is not, and after
giving effect to the issuance of the Commitment Shares and the Purchase Shares
and the application of the proceeds as described in the Prospectus, will not be,
an &#147;investment company,&#148; as that term is defined in the Investment Company Act
of 1940, as amended. </P>
<P align=justify style="text-indent:5%">11.&nbsp;&nbsp;&nbsp; &nbsp;Except as described in the
Registration Statement and the Prospectus, none of the Material Agreements
grants to any person the right to require the Company to file a registration
statement under the Securities Act with respect to any securities of the Company
owned or to be owned by such person or to require the Company to include such
securities in the securities registered pursuant to the Registration Statement
or in any securities being registered pursuant to any other registration
statement filed by the Company under the Securities Act.</P>
<P align=justify>[THE FOLLOWING MAY BE MADE IN A SEPARATE NEGATIVE ASSURANCES
LETTER] </P>
<P align=justify style="text-indent:5%">As counsel to the Company, we reviewed the Registration
Statement and the Prospectus, and participated in discussions with your
representatives and those of the Company, at which the contents of the
Registration Statement and the Prospectus were discussed. Between the date of
the Transaction Documents and the time of the delivery of this letter, we
participated in further discussions with your representatives and those of the
Company, and we reviewed certain certificates of officers of the Company and
public officials delivered to you today. </P>
<P align=justify style="text-indent:5%">The purpose of our engagement was not to establish or to
confirm factual matters set forth in the Registration Statement and the
Prospectus, and we have not undertaken any obligation to verify independently
any of the factual matters set forth in the Registration Statement and the
Prospectus. Moreover, many of the determinations required to be made in the
preparation of the Registration Statement and the Prospectus involve matters of
a non-legal nature. </P>
<P align=center>33 </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_34></A>
<P align=justify style="text-indent:5%">Subject to the foregoing, we confirm to you that, on the basis
of the information that we gained in the course of performing the services
referred to above, nothing came to our attention that caused us to believe that:
(a) the Registration Statement, as of its effective date, contained an untrue
statement of a material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements therein not misleading, or
(b) the Prospectus, as of its date and as of the date and time of delivery of
this letter, contained or contains any untrue statement of a material fact or
omitted or omits to state any material fact necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading; <I>provided</I>, <I>however</I>, that we do not assume any
responsibility for the accuracy, completeness or fairness of the statements
contained in the Registration Statement or the Prospectus, and we do not express
any belief as to the financial statements and related notes, financial statement
schedules or financial statistics or other financial or accounting data and
information contained in or omitted from the Registration Statement or the
Prospectus.</P>
<P align=justify style="text-indent:5%">We inform you that the Registration Statement became effective
under the Securities Act on _______, 201__ and that no stop order suspending the
effectiveness of the Registration Statement has been issued under the Securities
Act. </P>
<P align=justify style="text-indent:5%">We are not representing the Company in any pending litigation
in which it is a named defendant that challenges the validity or enforceability
of, or seeks to enjoin the performance of, the Transaction Documents. </P>
<P align=justify style="text-indent:5%">Further, we confirm to you that the Registration Statement, as
of its effective date, and the Prospectus, as of its date, appeared to us on
their face to respond in all material respects to the requirements of Form S-1,
except that the foregoing statement does not address any requirement relating to
financial statements, notes or schedules and financial and accounting data or
information contained in or omitted from the Registration Statement or the
Prospectus Supplement. </P>
<P align=center>34 </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_35></A>
<P align=center><B><U>EXHIBIT B</U></B><B> </B></P>
<P align=center><B>FORM OF OFFICER&#146;S CERTIFICATE </B></P>
<P align=justify>This Officer&#146;s Certificate (&#147;<B>Certificate</B>&#148;) is being
delivered pursuant to <U>Section 8(e)</U> of that certain Purchase Agreement
dated as of October [__], 2015, (&#147;<B>Purchase Agreement</B>&#148;), by and between<B>
ANAVEX LIFE SCIENCES CORP. </B>, a Nevada corporation (the &#147;<B>Company</B>&#148;),
and <B>LINCOLN PARK CAPITAL FUND, LLC </B>(the &#147;<B>Investor</B>&#148;). Terms used
herein and not otherwise defined shall have the meanings ascribed to them in the
Purchase Agreement. </P>
<P align=justify style="text-indent:5%">The undersigned, ___________,
______________ of the Company, hereby certifies as follows: </P>
<P align=justify style="margin-left:5%;text-indent:5%;">1.&nbsp;&nbsp;&nbsp; &nbsp;I am the _____________ of the
Company and make the statements contained in this Certificate; </P>
<P align=justify style="margin-left:5%;text-indent:5%;">2.&nbsp;&nbsp;&nbsp;&nbsp; The representations and warranties
of the Company are true and correct in all material respects (except to the
extent that any of such representations and warranties is already qualified as
to materiality in Section 4 of the Purchase Agreement, in which case, such
representations and warranties are true and correct without further
qualification) as of the date when made and as of the Commencement Date as
though made at that time (except for representations and warranties that speak
as of a specific date, in which case such representations and warranties are
true and correct as of such date); </P>
<P align=justify style="margin-left:5%;text-indent:5%;">3.&nbsp;&nbsp;&nbsp;&nbsp; The Company has performed, satisfied
and complied in all material respects with covenants, agreements and conditions
required by the Transaction Documents to be performed, satisfied or complied
with by the Company at or prior to the Commencement Date. </P>
<P align=justify style="margin-left:5%;text-indent:5%;">4.&nbsp;&nbsp;&nbsp; &nbsp;The Company has not taken any steps,
and does not currently expect to take any steps, to seek protection pursuant to
any Bankruptcy Law nor does the Company or any of its Subsidiaries have any
knowledge or reason to believe that its creditors intend to initiate involuntary
bankruptcy or insolvency proceedings.</P>
<P align=justify style="text-indent:5%">IN WITNESS WHEREOF, I have hereunder
signed my name on this ___ day of ___________. </P>
<P style="MARGIN-LEFT: 50%" align=justify>______________________<BR>Name:
<BR>Title: </P>
<P style="text-indent:5%" align=justify>The undersigned as Secretary of
<B>ANAVEX LIFE SCIENCES CORP.</B>, a Nevada corporation, hereby certifies that
___________ is the duly elected, appointed, qualified and acting ________ of
_________ and that the signature appearing above is his genuine signature. </P>
<P style="MARGIN-LEFT: 50%"
align=justify>___________________________________<BR>Secretary </P>
<P align=center>35 </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_36></A>
<P align=center><B><U>EXHIBIT C</U></B><B> </B></P>
<P align=center><B>FORM OF COMPANY RESOLUTIONS</B><BR><B>FOR SIGNING PURCHASE
AGREEMENT </B></P>
<P align=center><B>UNANIMOUS WRITTEN CONSENT OF</B><BR><B>ANAVEX LIFE SCIENCES
CORP.</B><BR></P>
<P align=justify style="text-indent:5%">In accordance with the corporate laws of the state of Nevada,
the undersigned, being all of the directors of <B>ANAVEX LIFE SCIENCES
CORP.</B>, a Nevada corporation (the &#147;Corporation&#148;) do hereby consent to and
adopt the following resolutions as the action of the Board of Directors for and
on behalf of the Corporation and hereby direct that this Consent be filed with
the minutes of the proceedings of the Board of Directors: </P>
<P align=justify style="text-indent:5%">WHEREAS, there has been presented to the Board of Directors of
the Corporation a draft of the Purchase Agreement (the &#147;Purchase Agreement&#148;) by
and between the Corporation and Lincoln Park Capital Fund, LLC (&#147;Lincoln Park&#148;),
providing for the purchase by Lincoln Park of up to Fifty Million Dollars
($50,000,000) of the Corporation&#146;s common stock, $0.001 par value per share (the
&#147;Common Stock&#148;); and </P>
<P align=justify style="text-indent:5%">WHEREAS, after careful consideration of the Purchase Agreement,
the documents incident thereto and other factors deemed relevant by the Board of
Directors, the Board of Directors has determined that it is advisable and in the
best interests of the Corporation to engage in the transactions contemplated by
the Purchase Agreement, including, but not limited to, the issuance of 179,598
shares of Common Stock to Lincoln Park as an initial commitment fee (the
&#147;Initial Commitment Shares&#148;) and the sale of shares of Common Stock to Lincoln
Park up to the available amount under the Purchase Agreement (the "Purchase
Shares"). </P>
<P align=center><B><U>Transaction Documents</U></B><B> </B></P>
<P align=justify style="text-indent:5%">NOW, THEREFORE, BE IT RESOLVED, that the transactions described
in the Purchase Agreement are hereby approved and
________________________________________ (the &#147;Authorized Officers&#148;) are
severally authorized to execute and deliver the Purchase Agreement, and any
other agreements or documents contemplated thereby including, without
limitation, a registration rights agreement (the &#147;Registration Rights
Agreement&#148;) providing for the registration of the shares of the Company&#146;s Common
Stock issuable in respect of the Purchase Agreement on behalf of the
Corporation, with such amendments, changes, additions and deletions as the
Authorized Officers may deem to be appropriate and approve on behalf of, the
Corporation, such approval to be conclusively evidenced by the signature of an
Authorized Officer thereon; and </P>
<P align=justify style="text-indent:5%">FURTHER RESOLVED, that the terms and provisions of the
Registration Rights Agreement by and among the Corporation and Lincoln Park are
hereby approved and the Authorized Officers are authorized to execute and
deliver the Registration Rights Agreement (pursuant to the terms of the Purchase
Agreement), with such amendments, changes, additions and deletions as the
Authorized Officer may deem appropriate and approve on behalf of, the
Corporation, such approval to be conclusively evidenced by the signature of an
Authorized Officer thereon; and </P>
<P align=justify style="text-indent:5%">FURTHER RESOLVED, that the terms and provisions of the forms of
Commencement Irrevocable Transfer Agent Instructions and Notice of Effectiveness
of Registration Statement (collectively, the &#147;Instructions&#148;) are hereby approved
and the Authorized Officers are authorized to execute and deliver the
Instructions on behalf of the Company in accordance with the Purchase Agreement, with such amendments, changes, additions and
deletions as the Authorized Officers may deem appropriate and approve on behalf
of, the Corporation, such approval to be conclusively evidenced by the signature
of an Authorized Officer thereon; and </P>
<P align=center>36 </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_37></A>

<P align=center><B><U>Execution of Purchase Agreement</U></B><B> </B></P>
<P align=justify style="text-indent:5%">FURTHER RESOLVED, that the Corporation be and it hereby is
authorized to execute the Purchase Agreement providing for the purchase of up to
Fifty Million Dollars ($50,000,000) of the Corporation&#146;s common stock; and </P>
<P align=center><B><U>Issuance of Common Stock</U></B><B> </B></P>
<P align=justify style="text-indent:5%">FURTHER RESOLVED, that the Corporation is hereby authorized to
issue to Lincoln Park Capital Fund, LLC, 179,598 shares of Common Stock as
Initial Commitment Shares and that upon issuance of the Initial Commitment
Shares pursuant to the Purchase Agreement the Initial Commitment Shares shall be
duly authorized, validly issued, fully paid and nonassessable with no personal
liability attaching to the ownership thereof; and </P>
<P align=justify style="text-indent:5%">FURTHER RESOLVED, that the Corporation is hereby authorized to
issue 89,799 shares of Common Stock (subject to equitable adjustment for any
reorganization, recapitalization, non-cash dividend, stock split or other
similar transaction) in connection with the purchase of Purchase Shares (the
&#147;Additional Commitment Shares&#148;) in accordance with the terms of the Purchase
Agreement and that, upon issuance of the Additional Commitment Shares pursuant
to the Purchase Agreement, the Additional Commitment Shares will be duly
authorized, validly issued, fully paid and nonassessable with no personal
liability attaching to the ownership thereof; and </P>
<P align=justify style="text-indent:5%">FURTHER RESOLVED, that the Corporation shall initially reserve
89,799 shares of Common Stock (subject to equitable adjustment for any
reorganization, recapitalization, non-cash dividend, stock split or other
similar transaction) for issuance as Additional Commitment Shares under the
Purchase Agreement; and </P>
<P align=justify style="text-indent:5%">FURTHER RESOLVED, that the Corporation is hereby authorized to
issue shares of Common Stock upon the purchase of Purchase Shares up to the
Available Amount under the Purchase Agreement in accordance with the terms of
the Purchase Agreement and that, upon issuance of the Purchase Shares pursuant
to the Purchase Agreement, the Purchase Shares will be duly authorized, validly
issued, fully paid and nonassessable with no personal liability attaching to the
ownership thereof; and </P>
<P align=justify style="text-indent:5%">FURTHER RESOLVED, that the Corporation shall initially reserve
_______________ shares of Common Stock for issuance as Purchase Shares under the
Purchase Agreement. <B></B></P>
<P align=center><B><U>Approval of Actions</U></B><B> </B></P>
<P align=justify style="text-indent:5%">FURTHER RESOLVED, that, without limiting the foregoing, the
Authorized Officers are, and each of them hereby is, authorized and directed to
proceed on behalf of the Corporation and to take all such steps as deemed
necessary or appropriate, with the advice and assistance of counsel, to cause
the Corporation to consummate the agreements referred to herein and to perform
its obligations under such agreements; and </P>
<P align=justify style="text-indent:5%">FURTHER RESOLVED, that the Authorized Officers be, and each of
them hereby is, authorized, empowered and directed on behalf of and in the name
of the Corporation, to take or cause to be taken all such further actions and to
execute and deliver or cause to be executed and delivered all such further agreements, amendments, documents, certificates, reports,
schedules, applications, notices, letters and undertakings and to incur and pay
all such fees and expenses as in their judgment shall be necessary, proper or
desirable to carry into effect the purpose and intent of any and all of the
foregoing resolutions, and that all actions heretofore taken by any officer or
director of the Corporation in connection with the transactions contemplated by
the agreements described herein are hereby approved, ratified and confirmed in
all respects. </P>
<P align=center>37 </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_38></A>

<P align=justify style="text-indent:5%">IN WITNESS WHEREOF, the Board of Directors has executed and
delivered this Consent effective as of __________, 2015. </P>
<P align=justify>___________________________________</P>
<P align=justify>___________________________________</P>
<P align=justify>___________________________________</P>
<P align=justify>being all of the directors of <B>ANAVEX LIFE SCIENCES
CORP.</B></P>
<P align=center>38 </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_39></A>
<P align=center><B><U>EXHIBIT D</U></B><B> </B></P>
<P align=center><B>FORM OF SECRETARY&#146;S CERTIFICATE </B></P>
<P align=justify style="text-indent:5%">This Secretary&#146;s Certificate (&#147;Certificate&#148;) is being delivered
pursuant to <U>Section 8(k)</U> of that certain Purchase Agreement dated as of
October [___], 2015 (&#147;Purchase Agreement&#148;), by and between <B>ANAVEX LIFE
SCIENCES CORP. </B>, a Nevada corporation (the &#147;Company&#148;) and <B>LINCOLN PARK
CAPITAL FUND, LLC</B> (the &#147;Investor&#148;), pursuant to which the Company may sell
to the Investor up to Fifty Million Dollars ($50,000,000) of the Company's
Common Stock, $0.001 par value per share (the "Common Stock"). Terms used herein
and not otherwise defined shall have the meanings ascribed to them in the
Purchase Agreement. </P>
<P align=justify style="text-indent:5%">The undersigned, ____________, Secretary of the Company, hereby
certifies as follows: </P>
<P align=justify style="margin-left:5%;text-indent:5%;">1.&nbsp;&nbsp;&nbsp;&nbsp; I am the Secretary of the Company
and make the statements contained in this Secretary&#146;s Certificate. </P>
<P align=justify style="margin-left:5%;text-indent:5%;">2.&nbsp;&nbsp;&nbsp;&nbsp; Attached hereto as <U>Exhibit A</U>
and <U>Exhibit B</U> are true, correct and complete copies of the Company&#146;s
Bylaws (&#147;Bylaws&#148;) and Articles of Incorporation (&#147;Charter&#148;), in each case, as
amended through the date hereof, and no action has been taken by the Company,
its directors, officers or stockholders, in contemplation of the filing of any
further amendment relating to or affecting the Bylaws or Charter. </P>
<P align=justify style="margin-left:5%;text-indent:5%;">3.&nbsp;&nbsp;&nbsp;&nbsp; Attached hereto as <U>Exhibit C</U>
are true, correct and complete copies of the resolutions duly adopted by the
Board of Directors of the Company on _____________, at which a quorum was
present and acting throughout. Such resolutions have not been amended, modified
or rescinded and remain in full force and effect and such resolutions are the
only resolutions adopted by the Company&#146;s Board of Directors, or any committee
thereof, or the stockholders of the Company relating to or affecting (i) the
entering into and performance of the Purchase Agreement, or the issuance,
offering and sale of the Purchase Shares and the Commitment Shares and (ii) and
the performance of the Company of its obligation under the Transaction Documents
as contemplated therein. </P>
<P align=justify style="margin-left:5%;text-indent:5%;">4.&nbsp;&nbsp;&nbsp;&nbsp; As of the date hereof, the
authorized, issued and reserved capital stock of the Company is as set forth on
<U>Exhibit D</U> hereto. </P>
<P align=justify style="text-indent:5%"><B>IN WITNESS WHEREOF</B>, I have hereunder signed my name on
this ___ day of ____________</P>
<P style="MARGIN-LEFT: 50%"
align=justify>___________________________________<BR>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp; Secretary </P>
<P align=justify>The undersigned as ___________ of <B>ANAVEX LIFE SCIENCES
CORP.</B>, a Nevada corporation, hereby certifies that ____________ is the duly
elected, appointed, qualified and acting Secretary of _________, and that the
signature appearing above is his genuine signature. </P>
<P style="MARGIN-LEFT: 50%" align=justify>___________________________________
</P>
<P align=center>39 </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_40></A>
<P align=justify>EXHIBIT E </P>
<P align=center><B>FORM OF LETTER TO THE TRANSFER AGENT FOR THE ISSUANCE OF THE
</B><BR><B>COMMITMENTS SHARES AT SIGNING OF THE PURCHASE AGREEMENT </B></P>
<P align=center>[COMPANY LETTERHEAD] </P>
<P align=justify>[DATE] </P>
<P align=justify>[TRANSFER AGENT] <BR>__________________
<BR>__________________<BR>__________________ <BR></P>
<P align=justify>Re: Issuance of Common Stock to Lincoln Park Capital Fund, LLC
</P>
<P align=justify>Dear ________, </P>
<P align=justify>On behalf of <B>ANAVEX LIFE SCIENCES CORP. </B>, (the
&#147;Company&#148;), you are hereby instructed to issue <B><U>as soon as
possible</U></B><B> </B>a share certificate representing an aggregate of 179,598
shares of our common stock in the name of <B><U>Lincoln Park Capital Fund,
LLC</U></B>. The share certificate should be dated [DATE OF THE PURCHASE
AGREEMENT]. I have included a true and correct copy of a unanimous written
consent executed by all of the members of the Board of Directors of the Company
adopting resolutions approving the issuance of these shares. The share
certificate should bear the following restrictive legend: </P>
<P style="margin-left:5%;margin-right:5%"  align=justify><B>THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED
FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN
THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, UNLESS
SOLD PURSUANT TO: (1) RULE 144 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
(2) AN OPINION OF HOLDER&#146;S COUNSEL, IN A CUSTOMARY FORM, THAT REGISTRATION IS
NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS. </B></P>
<P align=center>40 </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_41></A>
<P align=justify>The share certificate should be sent <B><U>as soon as possible
via overnight mail</U></B> to the following address: </P>
<P style="MARGIN-LEFT: 15%" align=justify>Lincoln Park Capital Fund, LLC <BR>440
North Wells, Suite 410 <BR>Chicago, IL 60654 <BR>Attention: Josh
Scheinfeld/Jonathan Cope </P>
<P align=justify>Thank you very much for your help. Please call me at
______________ if you have any questions or need anything further. </P>
<P align=justify><B>ANAVEX LIFE SCIENCES CORP.</B></P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD align=left>BY: _____________________________ </TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;
      &nbsp; &nbsp;[name] </TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;
      &nbsp; &nbsp;[title] </TD></TR></TABLE>
<P align=center>41 </P>
<HR align=center width="100%" color=black noShade SIZE=5>
</BODY>
</HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>s102057_exhibit10-2.htm
<DESCRIPTION>EXHIBIT 10.2
<TEXT>
<HTML>
<HEAD>
   <TITLE>Anavex Life Sciences Corp.: Exhibit 10.2 - Filed by newsfilecorp.com</TITLE>
</HEAD>
<BODY style="font-size:10pt;">
<HR noshade align="center" width=100% size=3 color="black">
<!--$$/page=--><A name=page_1></A>
<P STYLE="text-align: right"><B>Exhibit 10.2&nbsp;</B></P>

<P STYLE="text-align: center"><B>REGISTRATION RIGHTS AGREEMENT</B> </P>
<P align=justify style="text-indent:5%"><B>REGISTRATION RIGHTS AGREEMENT</B> (this &#147;<U>Agreement</U>&#148;),
dated as of October 21, 2015, by and between <B>ANAVEX LIFE SCIENCES CORP.,
</B>a Nevada corporation (the &#147;<U>Company</U>&#148;), and <B>LINCOLN PARK CAPITAL
FUND, LLC,</B> an Illinois limited liability company (together with it permitted
assigns, the &#147;<U>Buyer</U>&#148;). 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
&#147;<U>Purchase Agreement</U>&#148;). </P>
<P align=center><B>WHEREAS:</B> </P>
<P align=justify style="text-indent:5%">The Company has agreed, upon the terms and subject to the
conditions of the Purchase Agreement, to sell to the Buyer up to Fifty Million
Dollars ($50,000,000) of Purchase Shares 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
&#147;<U>Securities Act</U>&#148;), and applicable state securities laws. </P>
<P align=justify style="text-indent:5%"><B>NOW, THEREFORE,</B> 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: </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">1. </TD>
    <TD>
      <P align=justify><U>DEFINITIONS</U>.</P></TD></TR></TABLE>
<P align=justify style="text-indent:10%">As used in this Agreement, the following terms shall have the
following meanings: </P>
<P align=justify style="text-indent:10%">a.&nbsp;&nbsp;&nbsp;&nbsp; &#147;<U>Investor</U>&#148; means the Buyer, any transferee or
assignee thereof to whom a Buyer assigns its rights under this Agreement in
accordance with <U>Section 9</U> 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 <U>Section 9</U> and who agrees to become bound by the provisions of this
Agreement. </P>
<P align=justify style="text-indent:10%">b.&nbsp;&nbsp;&nbsp;&nbsp; &#147;<U>Person</U>&#148; 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. </P>
<P align=justify style="text-indent:10%">c.&nbsp;&nbsp;&nbsp;&nbsp; &#147;<U>Register</U>,&#148; &#147;<U>registered</U>,&#148; and &#147;registration&#148;
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 (&#147;<U>Rule 415</U>&#148;), and the
declaration or ordering of effectiveness of such registration statement(s) by
the United States Securities and Exchange Commission (the &#147;<U>SEC</U>&#148;). </P>
<P align=justify style="text-indent:10%">d.&nbsp;&nbsp;&nbsp;&nbsp; &#147;<U>Registrable Securities</U>&#148; means all of the Purchase
Shares which have been, or which may, from time to time be issued, including
without limitation all of the Commitment Shares which have been or which may,
from time to time, be issued or become issuable to the Investor under the
Purchase Agreement (without regard to any limitation or restriction on
purchases), and any and all shares of capital stock issued or issuable with
respect to the Purchase Shares or the Commitment Shares<B> </B>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. </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_2></A>

<P align=justify style="text-indent:10%">e.&nbsp;&nbsp;&nbsp;&nbsp; &#147;<U>Registration Statement</U>&#148; means one or more
registration statements of the Company covering only the sale of the Registrable
Securities. </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">2. </TD>
    <TD>
      <P align=justify><U>REGISTRATION</U>.</P></TD></TR></TABLE>
<P align=justify style="text-indent:10%">a.&nbsp;&nbsp;&nbsp;&nbsp; <U>Mandatory Registration.</U> The Company shall by the
twentieth (20th) day following the date hereof, file with the SEC an initial
Registration Statement covering the maximum number of Registrable Securities as
shall be permitted to be included thereon in accordance with applicable SEC
rules, regulations and interpretations so as to permit the resale of such
Registrable Securities by the Investor under Rule 415 under the Securities Act
at then prevailing market prices (and not fixed prices), as mutually determined
by both the Company and the Investor in consultation with their respective legal
counsel, subject to the aggregate number of authorized shares of the Company&#146;s
Common Stock then available for issuance in its Articles of Incorporation. The
Investor and its counsel shall have a reasonable opportunity to review and
comment upon such Registration Statement and any amendment or supplement to such
Registration Statement and any related prospectus prior to its filing with the
SEC, and the Company shall give due consideration to all reasonable comments.
The Investor shall furnish all information reasonably requested by the Company
for inclusion therein. The Company shall use its reasonable best efforts to have
the Registration Statement and any amendment declared effective by the SEC at
the earliest possible date. The Company shall use reasonable best efforts to
keep the Registration Statement effective pursuant to Rule 415 promulgated under
the Securities Act and available for the resale by the Investor of all of the
Registrable Securities covered thereby 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 and (ii) the
date on which the Investor shall have sold all the Registrable Securities
covered thereby and no Available Amount remains under the Purchase Agreement
(the &#147;<U>Registration Period</U>&#148;). 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. </P>
<P align=justify style="text-indent:10%">b.&nbsp;&nbsp;&nbsp;&nbsp; <U>Rule 424 Prospectus</U>. 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, and the Company shall give due
consideration to all such comments. 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 pre-filing version of such prospectus.</P>
<P align=justify style="text-indent:10%">c.&nbsp;&nbsp;&nbsp;&nbsp; <U>Sufficient Number of Shares Registered</U>. 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 &#147;<U>New</U>
<U>Registration Statement</U>&#148;), so as to cover all of such Registrable
Securities (subject to the limitations set forth in <U>Section 2(a)</U>) 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 it
reasonable best efforts to cause such amendment and/or New Registration
Statement to become effective as soon as practicable following the filing
thereof. </P>
<P align=center><I></I>2</P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_3></A>
<P align=justify style="text-indent:10%">d.&nbsp;&nbsp;&nbsp;&nbsp; <U>Offering</U>. If the staff of the SEC (the
&#147;<U>Staff</U>&#148;) or the SEC seeks to characterize any offering pursuant to a
Registration Statement filed pursuant to this Agreement as constituting an
offering of securities that does not permit such Registration Statement to
become effective and be used for resales by the Investor under Rule 415 at
then-prevailing market prices (and not fixed prices), or if after the filing of
the initial Registration Statement with the SEC pursuant to <U>Section 2(a)</U>,
the Company is otherwise required by the Staff or the SEC to reduce the number
of Registrable Securities included in such initial Registration Statement, then
the Company shall reduce the number of Registrable Securities to be included in
such initial Registration Statement (with the prior consent, which shall not be
unreasonably withheld, of the Investor and its legal counsel as to the specific
Registrable Securities to be removed therefrom) until such time as the Staff and
the SEC shall so permit such Registration Statement to become effective and be
used as aforesaid. In the event of any reduction in Registrable Securities
pursuant to this paragraph, the Company shall file one or more New Registration
Statements in accordance with <U>Section 2(c)</U> until such time as all
Registrable Securities have been included in Registration Statements that have
been declared effective and the prospectus contained therein is available for
use by the Investor. Notwithstanding any provision herein or in the Purchase
Agreement to the contrary, the Company&#146;s obligations to register Registrable
Securities (and any related conditions to the Investor&#146;s obligations) shall be
qualified as necessary to comport with any requirement of the SEC or the Staff
as addressed in this <U>Section 2(d)</U>. </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">3. </TD>
    <TD>
      <P align=justify><U>RELATED OBLIGATIONS</U>.</P></TD></TR></TABLE>
<P align=justify style="text-indent:5%">With respect to the Registration Statement and whenever any
Registrable Securities are to be registered pursuant to <U>Section 2</U>
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 the intended method of disposition thereof and, pursuant
thereto, the Company shall have the following obligations: </P>
<P align=justify style="text-indent:10%">a.&nbsp;&nbsp;&nbsp;&nbsp; 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 the intended methods
of disposition by the seller or sellers thereof as set forth in such
registration statement. </P>
<P align=justify style="text-indent:10%">b. &nbsp;&nbsp;&nbsp;&nbsp;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. </P>
<P align=justify style="text-indent:10%">c.&nbsp;&nbsp;&nbsp;&nbsp; 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. For the avoidance of doubt,
any filing available to the Investor via the SEC&#146;s live EDGAR system shall be
deemed &#147;furnished to the Investor&#148; hereunder. </P>
<P align=center><I></I>3</P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_4></A>

<P align=justify style="text-indent:10%">d.&nbsp;&nbsp;&nbsp;&nbsp; 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 &#147;blue sky&#148; 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 <U>Section 3(d)</U>, (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 &#147;blue sky&#148; 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. </P>
<P align=justify style="text-indent:10%">e.&nbsp;&nbsp;&nbsp;&nbsp; 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 email or 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. </P>
<P align=justify style="text-indent:10%">f.&nbsp;&nbsp;&nbsp;&nbsp; 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. </P>
<P align=justify style="text-indent:10%">g.&nbsp;&nbsp;&nbsp;&nbsp; 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, if any, if the listing of such
Registrable Securities is then permitted under the rules of such exchange, or
(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 <U>Section</U>. </P>
<P align=center><I></I>4</P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_5></A>

<P align=justify style="text-indent:10%">h.&nbsp;&nbsp;&nbsp;&nbsp; The Company shall cooperate with the Investor to facilitate
the timely preparation and delivery of certificates (not bearing any restrictive
legend) representing the Registrable Securities to be offered pursuant to any
registration statement and enable such certificates to be in such denominations
or amounts as the Investor may reasonably request and registered in such names
as the Investor may request. </P>
<P align=justify style="text-indent:10%">i.&nbsp;&nbsp;&nbsp;&nbsp; The Company shall at all times provide a transfer agent and
registrar with respect to its Common Stock. </P>
<P align=justify style="text-indent:10%">j.&nbsp;&nbsp;&nbsp;&nbsp; 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
practicable upon notification of the matters to be incorporated in such
prospectus supplement or post-effective amendment; and (iii) supplement or make
amendments to any registration statement. </P>
<P align=justify style="text-indent:10%">k.&nbsp;&nbsp;&nbsp;&nbsp; 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. </P>
<P align=justify style="text-indent:10%">l.&nbsp;&nbsp;&nbsp;&nbsp; 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 <U>Exhibit A</U>.
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. </P>
<P align=justify style="text-indent:10%">m.&nbsp;&nbsp;&nbsp;&nbsp; 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. </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">4. </TD>
    <TD>
      <P align=justify><U>OBLIGATIONS OF THE
INVESTOR</U>.</P></TD></TR></TABLE>
<P align=justify style="text-indent:10%">a.&nbsp;&nbsp;&nbsp;&nbsp; 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. 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. </P>
<P align=justify style="text-indent:10%">b.&nbsp;&nbsp;&nbsp;&nbsp; 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. </P>
<P align=center><I></I>5</P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_6></A>
<P align=justify style="text-indent:10%">c.&nbsp;&nbsp;&nbsp;&nbsp; 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 <U>Section 3(f)</U> or the first sentence of <U>3(e)</U>, 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 <U>Section 3(f)</U> or the first sentence of
<U>3(e)</U>. 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
<U>Section 3(f)</U> or the first sentence of <U>Section 3(e)</U> and for which
the Investor has not yet settled. </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">5. </TD>
    <TD>
      <P align=justify><U>EXPENSES OF REGISTRATION</U>.</P></TD></TR></TABLE>
<P align=justify style="text-indent:10%">All reasonable expenses, other than sales or brokerage
commissions, incurred in connection with registrations, filings or
qualifications pursuant to <U>Sections 2</U> and <U>3</U>, 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. </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">6. </TD>
    <TD>
      <P align=justify><U>INDEMNIFICATION</U>.</P></TD></TR></TABLE>
<P align=justify style="text-indent:10%">a.&nbsp;&nbsp;&nbsp;&nbsp; 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 &#147;<U>Exchange Act</U>&#148;) (each,
an &#147;<U>Indemnified Person</U>&#148;), against any losses, claims, damages,
liabilities, judgments, fines, penalties, charges, costs, attorneys' fees,
amounts paid in settlement or expenses, joint or several, (collectively,
&#147;<U>Claims</U>&#148;) 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 (&#147;<U>Indemnified
Damages</U>&#148;), 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
&#147;blue sky&#148; laws of any jurisdiction in which Registrable Securities are offered
(&#147;<U>Blue Sky Filing</U>&#148;), 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,
&#147;<U>Violations</U>&#148;). 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 <U>Section 6(a)</U>: (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 <U>Section
3(c)</U> or <U>Section 3(e)</U>; (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 <U>Section 3(c)</U> or <U>Section 3(e)</U>, 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 <U>Section 3(c)</U> or <U>Section 3(e)</U>;
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 <U>Section 9</U>. </P>
<P align=center><I></I>6</P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_7></A>

<P align=justify style="text-indent:10%">b.&nbsp;&nbsp;&nbsp;&nbsp; In connection with the Registration Statement or any New
Registration Statement, the Investor agrees to indemnify, hold harmless and
defend, to the same extent and in the same manner as is set forth in <U>Section
6(a)</U>, 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
&#147;<U>Indemnified Party</U>&#148;), 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 and furnished to the Company by the Investor
expressly for use in connection with such registration statement; and, subject
to <U>Section 6(d)</U>, 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
<U>Section 6(b)</U> and the agreement with respect to contribution contained in
<U>Section 7</U> 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 <U>Section 6(b)</U> 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 <U>Section 9</U>.</P>
<P align=justify style="text-indent:10%">c.&nbsp;&nbsp;&nbsp;&nbsp; Promptly after receipt by an Indemnified Person or
Indemnified Party under this <U>Section 6</U> 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
<U>Section 6</U>, 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 <U>Section 6</U>, except to the extent that the indemnifying
party is prejudiced in its ability to defend such action. </P>
<P align=center><I></I>7</P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_8></A>

<P align=justify style="text-indent:10%">d.&nbsp;&nbsp;&nbsp;&nbsp; The indemnification required by this <U>Section 6</U> 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. </P>
<P align=justify style="text-indent:10%">e.&nbsp;&nbsp;&nbsp;&nbsp; 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. </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">7. </TD>
    <TD>
      <P align=justify><U>CONTRIBUTION</U>.</P></TD></TR></TABLE>
<P align=justify style="text-indent:10%">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 <U>Section 6</U> 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.
</P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">8. </TD>
    <TD>
      <P align=justify><U>REPORTS AND DISCLOSURE UNDER THE SECURITIES
      ACTS</U>.</P></TD></TR></TABLE>
<P align=justify style="text-indent:10%">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 (&#147;<U>Rule
144</U>&#148;), the Company agrees, at the Company&#146;s sole expense, to: </P>
<P align=center><I></I>8</P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_9></A>
<P align=justify style="text-indent:10%">a.&nbsp;&nbsp;&nbsp;&nbsp; make and keep public information available, as those terms
are understood and defined in Rule 144; </P>
<P align=justify style="text-indent:10%">b&nbsp;&nbsp;&nbsp;&nbsp;. 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; </P>
<P align=justify style="text-indent:10%">c.&nbsp;&nbsp;&nbsp;&nbsp; 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 </P>
<P align=justify style="text-indent:10%">d.&nbsp;&nbsp;&nbsp;&nbsp; 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&#146;s Transfer Agent as
may be requested from time to time by the Investor and otherwise fully cooperate
with Investor and Investor&#146;s broker to effect such sale of securities pursuant
to Rule 144. </P>
<P align=justify style="text-indent:10%">The Company agrees that damages may be an inadequate remedy for
any breach of the terms and provisions of this <U>Section 8</U> 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. </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">9. </TD>
    <TD>
      <P align=justify><U>ASSIGNMENT OF REGISTRATION
  RIGHTS</U>.</P></TD></TR></TABLE>
<P align=justify style="text-indent:10%">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. </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">10. </TD>
    <TD>
      <P align=justify><U>AMENDMENT OF REGISTRATION
RIGHTS</U>.</P></TD></TR></TABLE>
<P align=justify style="text-indent:10%">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. </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">11. </TD>
    <TD>
      <P align=justify><U>MISCELLANEOUS</U>.</P></TD></TR></TABLE>
<P align=justify style="text-indent:10%">a.&nbsp;&nbsp;&nbsp;&nbsp; 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. </P>
<P align=center><I></I>9</P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_10></A>
<P align=justify style="text-indent:10%">b.&nbsp;&nbsp;&nbsp;&nbsp; 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 or email
(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 for such
communications shall be: </P>
<P style="MARGIN-LEFT: 5%" align=justify>If to the Company: </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD align=left >&nbsp;</TD>
    <TD align=left width="90%" colSpan=2>Anavex Life Sciences Corp. </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp;</TD>
    <TD align=left width="90%" colSpan=2>51 West 52nd Street, 7th Floor </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp;</TD>
    <TD align=left width="90%" colSpan=2>New York, New York 10019 </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp;</TD>
    <TD align=left width="10%">Telephone: </TD>
    <TD align=left width="80%">(844) 689-3939 </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp;</TD>
    <TD align=left width="10%">Facsimile: </TD>
    <TD align=left width="80%">(___) _____ - ________ </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp;</TD>
    <TD align=left width="10%">E-mail: </TD>
    <TD align=left width="80%">cmissling@anavexcorp.com </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp;</TD>
    <TD align=left width="10%">Attention: </TD>
    <TD align=left width="80%">Christopher Missling, PhD., CEO </TD></TR>
  <TR>
    <TD >&nbsp;</TD>
    <TD width="10%">&nbsp; </TD>
    <TD width="80%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp;</TD>
    <TD align=left width="90%" colSpan=2>With a copy to (which shall not
      constitute notice or service of process): </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp;</TD>
    <TD align=left width="90%" colSpan=2>K&amp;L Gates LLP </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp;</TD>
    <TD align=left width="90%" colSpan=2>200 S. Biscayne Blvd., Ste. 3900
  </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp;</TD>
    <TD align=left width="90%" colSpan=2>Miami, Florida 33131 </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp;</TD>
    <TD align=left width="10%">Telephone: </TD>
    <TD align=left width="80%">(305) 539.3306 </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp;</TD>
    <TD align=left width="10%">Facsimile: </TD>
    <TD align=left width="80%">(305) 358.7095 </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp;</TD>
    <TD align=left width="10%">E-mail: </TD>
    <TD align=left width="80%">clayton.parker@klgates.com </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp;</TD>
    <TD align=left width="10%">Attention: </TD>
    <TD align=left width="80%">Clayton E. Parker, Esq. </TD></TR></TABLE>
<P style="MARGIN-LEFT: 5%" align=justify>If to the Investor: </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD align=left >&nbsp;</TD>
    <TD align=left width="90%" colSpan=2>Lincoln Park Capital Fund, LLC </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp;</TD>
    <TD align=left width="90%" colSpan=2>440 North Wells, Suite 410 </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp;</TD>
    <TD align=left width="90%" colSpan=2>Chicago, Illinois 60654 </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp;</TD>
    <TD align=left width="10%" >Telephone: </TD>
    <TD align=left width="80%">312-822-9300 </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp;</TD>
    <TD align=left width="10%" >Facsimile: </TD>
    <TD align=left width="80%">312-822-9301 </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp;</TD>
    <TD align=left width="10%" >E-mail: </TD>
    <TD align=left width="80%">jscheinfeld@lpcfunds.com/jcope@lpcfunds.com
  </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp;</TD>
    <TD align=left width="10%" >Attention: </TD>
    <TD align=left width="80%">Josh Scheinfeld/Jonathan Cope
</TD></TR></TABLE>
<P align=justify>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 or
email account containing the time, date, recipient facsimile number or email
address, as applicable, 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. </P>
<P align=justify style="text-indent:10%">c.&nbsp;&nbsp;&nbsp;&nbsp; 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 State of Illinois, County of Cook, 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.
  <b>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. </b></P>
<P align=center><I></I>10</P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_11></A>

<P align=justify style="text-indent:10%">d.&nbsp;&nbsp;&nbsp;&nbsp; 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. </P>
<P align=justify style="text-indent:10%">e.&nbsp;&nbsp;&nbsp;&nbsp; Subject to the requirements of <U>Section 9</U>, this
Agreement shall inure to the benefit of and be binding upon the successors and
permitted assigns of each of the parties hereto. </P>
<P align=justify style="text-indent:10%">f.&nbsp;&nbsp;&nbsp;&nbsp; The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof. </P>
<P align=justify style="text-indent:10%">g.&nbsp;&nbsp;&nbsp;&nbsp; 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 or by e-mail in a
&#147;.pdf&#148; format data file of a copy of this Agreement bearing the signature of the
party so delivering this Agreement. </P>
<P align=justify style="text-indent:10%">h.&nbsp;&nbsp;&nbsp;&nbsp; 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. </P>
<P align=justify style="text-indent:10%">i.&nbsp;&nbsp;&nbsp;&nbsp; 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. </P>
<P align=justify style="text-indent:10%">j.&nbsp;&nbsp;&nbsp;&nbsp; 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. </P>
<P align=center><B>*&nbsp;&nbsp; &nbsp;*&nbsp;&nbsp;&nbsp; *&nbsp;&nbsp;
&nbsp;*&nbsp;&nbsp; &nbsp;*&nbsp;&nbsp;&nbsp; *</B> </P>
<P align=center><I></I>11</P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_12></A>
<P align=justify style="text-indent:5%"><B>IN WITNESS WHEREOF,</B> the parties have caused this
Registration Rights Agreement to be duly executed as of day and year first above
written. </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD align=left>&nbsp;</TD>
    <TD align=left width="50%"><B><U>THE COMPANY</U></B><B>:</B> </TD></TR>
  <TR>
    <TD>&nbsp;</TD>
    <TD width="50%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp;</TD>
    <TD align=left width="50%"><B>ANAVEX LIFE SCIENCES CORP.</B> </TD></TR>
  <TR>
    <TD>&nbsp;</TD>
    <TD width="50%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp;</TD>
    <TD align=left width="50%">By: <u>/s/ Christopher Missling</u></TD>
  </TR>
  <TR vAlign=top>
    <TD align=left>&nbsp;</TD>
    <TD align=left width="50%">Name: Christopher Missling, PhD. </TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp;</TD>
    <TD align=left width="50%">Title: Chief Executive Officer </TD></TR>
  <TR>
    <TD>&nbsp;</TD>
    <TD width="50%">&nbsp; </TD></TR>
  <TR>
    <TD>&nbsp;</TD>
    <TD width="50%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp;</TD>
    <TD align=left width="50%"><B><U>BUYER:</U></B> </TD></TR>
  <TR>
    <TD>&nbsp;</TD>
    <TD width="50%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp;</TD>
    <TD align=left width="50%"><B>LINCOLN PARK CAPITAL FUND, LLC</B> </TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp;</TD>
    <TD align=left width="50%"><B>BY: LINCOLN PARK CAPITAL, LLC</B> </TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp;</TD>
    <TD align=left width="50%"><B>BY: ROCKLEDGE CAPITAL CORPORATION</B> </TD></TR>
  <TR>
    <TD>&nbsp;</TD>
    <TD width="50%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp;</TD>
    <TD align=left width="50%">By: <u>/s/ Josh Scheinfeld </u></TD>
  </TR>
  <TR vAlign=top>
    <TD align=left>&nbsp;</TD>
    <TD align=left width="50%">Name: Josh Scheinfeld </TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp;</TD>
    <TD align=left width="50%">Title: President </TD></TR></TABLE>
<P align=center>12</P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_13></A>
<P align=center><B><U>EXHIBIT A</U></B><B> </B></P>
<P align=center><B><U>TO REGISTRATION RIGHTS AGREEMENT</U></B><B> </B></P>
<P align=center><B>FORM OF NOTICE OF EFFECTIVENESS <BR>OF REGISTRATION
STATEMENT</B> </P>
<P align=justify>[Date] </P>
<P align=justify><B>[TRANSFER AGENT]
<BR></B><STRONG>_________________<BR>_________________</STRONG></P>
<P align=justify>Re: [__________] </P>
<P align=justify>Ladies and Gentlemen: </P>
<P align=justify style="text-indent:5%">We are counsel to <B>ANAVEX LIFE SCIENCES CORP.</B>, a Nevada
corporation (the &#147;<U>Company</U>&#148;), and have represented the Company in
connection with that certain Purchase Agreement, dated as of
[___________________], 2015 (the &#147;<U>Purchase Agreement</U>&#148;), entered into by
and between the Company and Lincoln Park Capital Fund, LLC (the &#147;<U>Buyer</U>&#148;)
pursuant to which the Company has agreed to issue to the Buyer shares of the
Company's Common Stock, $0.001 par value (the &#147;<U>Common Stock</U>&#148;), in an
amount up to Fifty Million Dollars ($50,000,000) (the &#147;<U>Purchase Shares</U>&#148;),
in accordance with the terms of the Purchase Agreement. In connection with the
transactions contemplated by the<B> </B>Purchase Agreement, the Company has
registered with the U.S. Securities &amp; Exchange Commission the following
shares of Common Stock: </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">(1) </TD>
    <TD>
      <P align=justify>__________ shares of Common Stock to be issued to the
      Buyer upon purchase from the Company by the Buyer from time to time (the
      &#147;<U>Purchase Shares</U>&#148;).</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(2) </TD>
    <TD>
      <P align=justify>179,598 shares of Common Stock that have been issued to
      the Buyer as a commitment fee (the &#147;<U>Commitment Shares</U>&#148;).</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(3) </TD>
    <TD>
      <P align=justify>89,799 shares of Common Stock to be issued in connection
      with each purchase of Purchase Shares as a commitment fee (the
      &#147;<U>Additional Commitment Shares</U>&#148;).</P></TD></TR></TABLE>
<P align=justify>Pursuant to the Purchase Agreement, the Company also has
entered into a Registration Rights Agreement, dated as of [________________],
2015 with the Buyer (the &#147;<U>Registration Rights Agreement</U>&#148;) 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
&#147;<U>Securities Act</U>&#148;). In connection with the Company's obligations under the
Purchase Agreement and the Registration Rights Agreement, on [_____________],
2015, the Company filed a Registration Statement (File No. 333-[_________]) (the
&#147;<U>Registration Statement</U>&#148;) with the Securities and Exchange Commission
(the &#147;<U>SEC</U>&#148;) relating to the resale of the Purchase Shares the Commitment
Shares and the Additional Commitment Shares. </P>
<P align=justify style="text-indent:5%">&nbsp;</P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_14></A>
<P align=justify style="text-indent:5%">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
[_____] [A.M./P.M.] on [__________], 201[__] 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
and the Commitment Shares are available for resale under the Securities Act
pursuant to the Registration Statement and may be issued without any
restrictive legend.</P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD align=left >&nbsp;</TD>
    <TD align=left width="50%">Very truly yours, </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp;</TD>
    <TD align=left width="50%">[Company Counsel] </TD></TR>
  <TR>
    <TD >&nbsp;</TD>
    <TD width="50%">&nbsp; </TD></TR>
  <TR>
    <TD >&nbsp;</TD>
    <TD width="50%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp;</TD>
    <TD align=left width="50%">By:____________________
</TD></TR></TABLE><BR>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD align=left >cc: </TD>
    <TD align=left width="95%">Lincoln Park Capital Fund, LLC
</TD></TR></TABLE><BR>
<HR align=center width="100%" color=black noShade SIZE=5>
</BODY>
</HTML>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
