Filed by newsfilecorp.com ANAVEX LIFE SCIENCES CORP. AMENDED AND RESTATED 2007 STOCK OPTION PLAN This Amended and Restated 2007 Stock Option Plan (the "Plan") provides for the grant of options to acquire common shares (t

ANAVEX LIFE SCIENCES CORP.

RESTATED 2007 STOCK OPTION

This Amended and Restated 2007 Stock Option Plan (the "Plan")

provides for the grant of options to acquire common shares (the "Common Shares")

in the capital of Anavex Life Sciences Corp., a corporation formed under the

laws of the State of Nevada (the "Corporation"). Stock options granted under

this Plan that qualify under Section 422 of the Internal Revenue Code of 1986,

as amended (the "Code") are referred to in this Plan as "Incentive Stock

Options" and stock options that do not qualify under Section 422 of the Code are

referred to as "Non-Qualified Stock Options". Incentive Stock Options and

Non-Qualified Stock Options granted under this Plan are collectively referred to

1.1 The purpose of this Plan is to retain the services of

valued key employees and consultants of the Corporation and such other persons

as the Plan Administrator shall select in accordance with Section 2 below, and

to encourage such persons to acquire a greater proprietary interest in the

Corporation, thereby strengthening their incentive to achieve the objectives of

the shareholders of the Corporation, and to serve as an aid and inducement in

the hiring of new employees and to provide an equity incentive to consultants

and other persons selected by the Plan Administrator.

1.2 This Plan shall at all times be subject to all legal

requirements relating to the administration of stock option plans, if any, under

applicable corporate laws, applicable United States federal and state securities

laws, the Code, the rules of any applicable stock exchange or stock quotation

system, and the rules of any foreign jurisdiction applicable to Options granted

to residents therein (collectively, the "Applicable Laws").

2.1 This Plan shall be administered initially by the Board of

Directors of the Corporation (the "Board"), except that the Board may, in its

discretion, establish a committee composed of two (2) or more members of the

Board or two (2) or more other persons to administer the Plan, which committee

(the "Committee") may be an executive, compensation or other committee,

including a separate committee especially created for this purpose. The Board

or, if applicable, the Committee is referred to herein as the "Plan

2.2 If and so long as the Common Shares are registered under

Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended

(the "Exchange Act") and the Corporation wishes to grant Incentive Stock

Options, then the Board shall consider in selecting the Plan Administrator and

the membership of any Committee, with respect to any persons subject or likely

to become subject to Section 16 of the Exchange Act, the provisions regarding

(a) "outside directors" as contemplated by Section 162(m) of the Code, and (b)

"Non-Employee Directors" as contemplated by Rule 16b-3 under the Exchange

2.3 The Committee shall have the powers and authority vested in

the Board hereunder (including the power and authority to interpret any

provision of the Plan or of any Option). The members of any such Committee shall serve at the pleasure of

the Board. A majority of the members of the Committee shall constitute a quorum,

and all actions of the Committee shall be taken by a majority of the members

present. Any action may be taken by a written instrument signed by all of the

members of the Committee and any action so taken shall be fully effective as if

it had been taken at a meeting.

2.4 Subject to the provisions of this Plan and any Applicable

Laws, and with a view to effecting the purpose of the Plan, the Plan

Administrator shall have sole authority, in its absolute discretion, to:

2.5 All decisions, determinations and interpretations made by

the Plan Administrator shall be binding and conclusive on all participants in

the Plan and on their legal representatives, heirs and beneficiaries.

3.1 Incentive Stock Options may be granted to any individual

who, at the time the Option is granted, is an employee of the Corporation or any

Related Corporation (as defined below) ("Employees").

3.2 Non-Qualified Stock Options may be granted to Employees and

to such other persons who are not Employees as the Plan Administrator shall

select, subject to any Applicable Laws.

3.3 Options may be granted in substitution for outstanding

Options of another corporation in connection with the merger, consolidation,

acquisition of property or stock or other reorganization between such other

corporation and the Corporation or any subsidiary of the Corporation. Options

also may be granted in exchange for outstanding Options.

3.4 Any person to whom an Option is granted under this Plan is

referred to as an "Optionee". Any person who is the owner of an Option is

referred to as a "Holder".

3.5 As used in this Plan, the term "Related Corporation" shall

mean any corporation (other than the Corporation) that is a "Parent Corporation"

of the Corporation or "Subsidiary Corporation" of the Corporation, as those

terms are defined in Sections 424(e) and 424(f), respectively, of the Code (or

any successor provisions) and the regulations thereunder (as amended from time

The Plan Administrator is authorized to grant Options to

acquire up to a total of 4,000,000 Common Shares. The number of Common Shares

with respect to which Options may be granted hereunder is subject to adjustment

as set forth in Section 5.13 hereof. In the event that any outstanding Option

expires or is terminated for any reason, the Common Shares allocable to the

unexercised portion of such Option may again be subject to an Option granted to

the same Optionee or to a different person eligible under Section 3 of this

Plan; provided however, that any cancelled Options will be counted against the

maximum number of shares with respect to which Options may be granted to any

particular person as set forth in Section 5 hereof.

5. TERMS AND CONDITIONS OF OPTIONS

Each Option granted under this Plan shall be evidenced by a

written agreement approved by the Plan Administrator (each, an "Agreement").

Agreements may contain such provisions, not inconsistent with this Plan or any

Applicable Laws, as the Plan Administrator in its discretion may deem advisable.

All Options also shall comply with the following requirements:

5.1 Number of Shares and Type of Option

Each Agreement shall state the number of Common Shares to which

it pertains and whether the Option is intended to be an Incentive Stock Option

or a Non-Qualified Stock Option; provided that:

Each Agreement shall state the date the Plan Administrator has

deemed to be the effective date of the Option for purposes of this Plan (the

Each Agreement shall state the price per Common Share at which

it is exercisable. The Plan Administrator shall act in good faith to establish