Form of Convertible Loan Agreement

Subscription Agreement

This Convertible Loan has been issued pursuant to a subscription agreement between the Company and the Holder dated __________, 2009 (the “ Subscription Agreement ”) pursuant to which the Holder purchased this Convertible Loan, and this Convertible Loan is subject in all respects to the terms of the Subscription Agreement and incorporates the terms of the Subscription Agreement to the extent that they do not conflict with the terms of this Convertible Loan. This Convertible Loan is not transferable and may be exchanged or converted only in compliance with the terms hereof, the terms of the Subscription Agreement and applicable securities laws and regulations.

Events of Default

“Event of Default”, wherever used herein, means any one of the following events (whatever the reason and whether it shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order, rule or regulation of any administrative or governmental body):

any default in the payment of (A) the Principal Amount, or (B) interest on, or liquidated damages in respect of, this Convertible Loan, in each case free of any claim of subordination, as and when the same shall become due and payable (whether on a Conversion Date or the Maturity Date or by acceleration or otherwise) which default, solely in the case of an interest payment or other default under item (B) above, is not cured within 10 Trading Days (as defined in Section 5.1(j), below) after notice of such default is sent by the Holder to the Company;

the Company shall fail to observe or perform any other covenant or agreement contained in this Convertible Loan or the Subscription Agreement [other than a breach by the Company of its obligations to deliver Units to the Holder upon conversion which breach is addressed in Section 2.1(e) below] which failure is not cured, if possible to cure, within 10 calendar days after notice of such default is sent by the Holder to the Company;

the Company or any of its subsidiaries (each a “ Subsidiary ”) shall commence, or there shall be commenced against the Company or any Subsidiary a case under any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or the Company or any Subsidiary commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Company or any Subsidiary or there is commenced against the Company or any Subsidiary any such bankruptcy, insolvency or other proceeding which remains undismissed for a period of 60 days; or the Company or any Subsidiary is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or the Company or any Subsidiary suffers any appointment of any custodian or the like for it or any substantial part of its property which continues undischarged or unstayed for a period of 60 days; or the Company or any Subsidiary makes a general assignment for the benefit of creditors; or the Company shall fail to pay, or shall state that it is unable to pay, or shall be unable to pay, its debts generally as they become due; or the Company or any Subsidiary shall call a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts; or the Company

or any Subsidiary shall by any act or failure to act expressly indicate its consent to, approval of or acquiescence in any of the foregoing; or any corporate or other action is taken by the Company or any Subsidiary for the purpose of effecting any of the foregoing;

the Common Stock shall not be eligible for quotation on or quoted for trading on its principal trading market and shall not again be eligible for and quoted or listed for trading thereon within five Trading Days;

the Company shall fail for any reason to deliver certificates to the Holder prior to the tenth Trading Day after a Conversion Date pursuant to and in accordance with Section 3.3 or the Company shall provide notice to the Holder, including by way of public announcement, at any time, of its intention not to comply with any request for conversion of this Convertible Loan in accordance with the terms hereof; or

If any Event of Default occurs, the full Principal Amount, together with interest and other amounts owing in respect thereof to the date of acceleration shall become, at the Holder’s election, immediately due and payable in cash. Commencing 5 days after the occurrence of any Event of Default that results in the eventual acceleration of this Convertible Loan, the interest rate on this Convertible Loan shall accrue at the rate of 20% per annum, or such lower maximum amount of interest permitted to be charged under applicable law. Upon payment of the full Principal Amount, together with interest and other amounts owing in respect thereof, in accordance herewith, this Convertible Loan shall promptly be surrendered to or as directed by the Company. The Holder need not provide and the Company hereby waives any presentment, demand, protest or other notice of any kind, and the Holder may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such declaration may be rescinded and annulled by the Holder at any time prior to payment hereunder and the Holder shall have all rights as a Convertible Loan holder until such time, if any, as the full payment under this Section shall have been received by it. No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon.

Conversion

At any time after the Issue Date until this Convertible Loan is no longer outstanding, this Convertible Loan may be converted into Units at the option of the Holder, in whole or in part at any time and from time to time. The Holder shall effect conversions by delivering to the Company the form of Notice of Conversion attached hereto as Annex A (a “Notice of Conversion”), specifying therein the principal amount to be converted. The date on which such conversion is to be effected (a “Conversion Date”) shall be the date that is ten (10) Business Days following delivery of the Notice of Conversion to the Company. To effect conversions hereunder, the Holder shall not be required to physically surrender the Convertible Loan to the Company unless the entire principal amount of this Convertible Loan plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Convertible Loan in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount converted and the date of such conversions. The Company shall deliver any objection to any Notice of Conversion within five (5) Business Days of receipt of such notice. The Holder, by acceptance of this Convertible Loan, acknowledges and agrees that, by reason of the provisions of this paragraph,

following conversion of a portion of this Convertible Loan, the unpaid and unconverted principal amount of this Convertible Loan may be less than the amount stated on the face hereof.

The number of Units issuable upon a conversion shall be determined by the quotient obtained by dividing (x) by (y) where (x) shall be equal to the outstanding principal amount of this Convertible Loan to be converted plus the amount of interest that has accrued thereon, and (y) is equal to the Conversion Price, as adjusted pursuant to this Convertible Loan.

Not later than ten Trading Days after any Conversion Date, the Company will deliver to the Holder a certificate or certificates, which shall bear such restrictive legends required by the Subscription Agreement, representing the number of Units being acquired upon the conversion, including the conversion of accrued and unpaid interest through the Conversion Date.

The conversion price in effect on any Conversion Date shall be equal to U.S. $2.50 (subject to adjustment herein).

If the Company or any subsidiary thereof, as applicable, at any time while this Convertible Loan is outstanding, shall sell or grant any option to purchase any Common Stock entitling any person to acquire shares of Common Stock (other than exercise of rights to acquire securities that were issued prior to the date of this Convertible Loan), at an effective price per share less than the Conversion Price (a “Dilutive Issuance” ), as adjusted hereunder, then the Conversion Price shall be reduced to equal the effective purchase price, conversion price or exercise price for such Common Stock at issue. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued. In such case the Unit price will be reduced to equal the effective purchase price, conversion price or exercise price of the Dilutive Issuance and the Warrant exercise price will be adjusted to equal the Dilutive Issuance price plus 20%. The Company shall notify the Holder in writing, no later than the Business Day following the issuance of any Common Stock subject to this section, indicating therein the applicable price and other pricing terms. Notwithstanding the foregoing, the conversion of any instrument issued by the Company prior to the Issue Date of this Convertible Loan into Common Stock after the Issue date of this Convertible Loan, shall not constitute a Dilutive Issuance.

If the Company, at any time while this Convertible Loan is outstanding: (A) shall pay a stock dividend or otherwise make a distribution or distributions in shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock, (B) subdivide outstanding shares of Common Stock into a larger number of shares, (C) combine (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (D) issue by reclassification of shares of the Common Stock any shares of capital stock of the Company, then the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding before such event and of which the denominator shall be the number of shares of Common Stock outstanding after such event. Any adjustment made pursuant to this Section shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification.

The Company covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock solely for the purpose of issuance upon conversion of the Convertible Loans, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder, not less than such number of shares of the Common Stock as shall (subject to any additional requirements of the Company as to reservation of such shares set forth in the Subscription Agreement) be issuable upon the conversion of the outstanding principal amount of the Convertible Loan. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly and validly authorized, issued and fully paid and nonassessable.

Upon a conversion hereunder the Company shall not be required to issue stock certificates representing fractions of shares of the Common Stock, and the Holder shall be entitled to receive, in lieu of any final fraction of a share in excess of 0.50, one whole share of Common Stock.

Notices

Any and all notices or other communications or deliveries to be provided by the Holders hereunder, including, without limitation, any Notice of Conversion, shall be in writing and delivered personally, by facsimile or sent by a nationally recognized overnight courier service, addressed to the Company, at Anavex Life Sciences Corp., 27 Marathonos Ave, 15351 Athens, Greece, Fax: +30 ###-###-####, Attn: President, Harvey Lalach or such other address or facsimile number as the Company may specify for such purposes by notice to the Holder delivered in accordance with this Section. Any and all notices or other communications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by facsimile, sent by a nationally recognized overnight courier service addressed to the Holder at the facsimile telephone number or address of such Holder appearing on the books of the Company, or if no such facsimile telephone number or address appears, at the principal place of business of the Holder. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile telephone number specified in this Section prior to 5:30 p.m. (Pacific Standard Time), (ii) the date after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile telephone number specified in this Section later than 5:30 p.m. (Pacific Standard Time) on any date and earlier than 11:59 p.m. (Pacific Standard Time) on such date, (iii) the second Business Day following the date of mailing, if sent by nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given.

Definitions

For the purposes hereof, in addition to the terms defined elsewhere in this Convertible Loan: (i) capitalized terms not otherwise defined herein have the meanings given to such terms in the Subscription Agreement, and (ii) the following terms shall have the following meanings:

“Business Day” means any day except Saturday, Sunday and any day which shall be a federal legal holiday in the United States or Canada or a day on which banking institutions in the State of New York or the Province of British Columbia are authorized or required by law or other government action to close.

“Commission” means the Securities and Exchange Commission.

“Common Stock” means the common stock, par value $0.001 per share, of the Company and stock of any other class into which such shares may hereafter have been reclassified or changed.

“Conversion Date” shall have the meaning set forth in Section 3.1 hereof.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Issue Date” shall have the meaning shown on the first page of this Convertible Loan.

“Person” means a corporation, an association, a partnership, organization, a business, an individual, a government or political subdivision thereof or a governmental agency.

“Subscription Agreement” means the Securities Subscription Agreement, dated as of January 13, 2009, to which the Company and the Holder are parties, as amended, modified or supplemented from time to time in accordance with its terms.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Trading Day” means a day on which the shares of Common Stock are traded on a trading market on which the shares of Common Stock are then listed or quoted, provided , that in the event that the shares of Common Stock are not listed or quoted, then Trading Day shall mean a Business Day.