Versus Systems Inc. Sample Contracts

UNDERWRITING AGREEMENT between VERSUS SYSTEMS INC. and and as Representatives of the Several Underwriters
Underwriting Agreement • December 13th, 2021 • Versus Systems Inc. • Services-computer processing & data preparation • New York

The undersigned, Versus Systems Inc., a corporation formed under the laws of British Columbia, Canada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Versus Systems Inc. the “Company”), hereby confirms its agreement (this “Agreement”) with D.A. Davidson & Co. and H.C. Wainwright (hereinafter collectively referred to as “you” (including its correlatives) or the “Representatives”) and with the other underwriters named on Schedule 1 hereto for which the Representatives are acting as representatives (the Representatives and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 17th, 2023 • Versus Systems Inc. • Services-computer processing & data preparation • New York

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of October 13, 2023, between Versus Systems Inc., a corporation formed under the laws of British Columbia (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

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PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • February 7th, 2023 • Versus Systems Inc. • Services-computer processing & data preparation • New York
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PLACEMENT AGENT COMMON SHARE PURCHASE WARRANT VERSUS SYSTEMS INC.
Versus Systems Inc. • December 9th, 2022 • Services-computer processing & data preparation • New York

THIS PLACEMENT AGENT COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Roth Capital Partners, LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on December 6, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Versus Systems Inc., a British Columbia corporation (the “Company”), up to 220,500 Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to the Placement Agency Agreement (as defined below).

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Versus Systems Inc.
Versus Systems Inc. • October 17th, 2023 • Services-computer processing & data preparation • New York
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PLACEMENT AGENT COMMON SHARE PURCHASE WARRANT VERSUS Systems inc.
Versus Systems Inc. • February 7th, 2023 • Services-computer processing & data preparation

THIS PLACEMENT AGENT COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ROTH CAPITAL PARTNERS, LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after February 6, 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on February 2, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Versus Systems Inc., a British Columbia corporation (the “Company”), up to 175,000 Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to that certain Placement Agency Agreement, by and between the Company and Roth Capital Partners, LLC, dated as of February 2, 2023.

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AGREEMENT AND PLAN OF MERGER among Versus Systems Inc., a British Columbia corporation, Wonkavision Merger Sub Inc., a Delaware corporation, Xcite Interactive, Inc., a Delaware corporation, and Front Range Ventures, LLC, as the Stockholders’ Agent...
Agreement and Plan of Merger • November 30th, 2021 • Versus Systems Inc. • Services-computer processing & data preparation • Delaware

This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of May 10, 2021 (the “Agreement Date”), among Versus Systems Inc., a British Columbia corporation (“Acquirer”), Wonkavision Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Acquirer (“Merger Sub”), Xcite Interactive, Inc., a Delaware corporation (the “Company”), and Front Range Ventures, LLC, a Colorado limited liability company, as the stockholders’ agent (the “Stockholders’ Agent”). Certain other terms used herein are defined in Exhibit A.

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COMMON SHARE PURCHASE WARRANT VERSUS SYSTEMS INC.
Common Share Purchase • December 10th, 2021 • Versus Systems Inc. • Services-computer processing & data preparation • New York

THIS COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after December [●], 2021 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on December [●], 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Versus Systems Inc., a corporation organized under the laws of British Columbia, Canada (the “Company”), up to ______ Common Shares of the Company (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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WARRANT AGENT AGREEMENT
Warrant Agreement • January 21st, 2021 • Versus Systems Inc. • Services-computer processing & data preparation • New York
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PLACEMENT AGENT COMMON SHARE PURCHASE WARRANT VERSUS SYSTEMS INC.
Versus Systems Inc. • October 17th, 2023 • Services-computer processing & data preparation

THIS PLACEMENT AGENT COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time or times on or after April 17, 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on October 17, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Versus Systems Inc., a British Columbia corporation (the “Company”), up to ______ common shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one common share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is being issued pursuant to that certain Placement Agent Agreement, dated as of October 13, 2023, by and among the Company and A.G.P./Alliance Global Partners.

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EMPLOYMENT AGREEMENT
Employment Agreement • November 20th, 2020 • Versus Systems Inc. • Services-computer processing & data preparation • California

Versus systems, INC., a company incorporated under the laws of the Province of British Columbia, Canada, and having its registered and records office at Suite 302 – 1620 West 8th Avenue, Vancouver, British Columbia, V6J 1V4

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LOAN AGREEMENT
Loan Agreement • November 20th, 2020 • Versus Systems Inc. • Services-computer processing & data preparation • British Columbia

NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the sum of CDN$1.00 paid by each party to the other (the receipt of which is hereby acknowledged) the parties mutually covenant and agree as follows:

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AGREEMENT
Agreement • January 21st, 2021 • Versus Systems Inc. • Services-computer processing & data preparation

This Agreement (this “Agreement”) dated as of January 20, 2021 is entered into by and among Versus Systems Inc., a corporation formed under the laws of British Columbia, Canada (the “Company”), Lake Street Capital Markets, LLC (the “Underwriter”), and Wasatch Global Investors (“Wasatch”). Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Underwriting Agreement (as defined below).

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Lake Street Capital Markets, LLC
Underwriting Agreement • January 21st, 2021 • Versus Systems Inc. • Services-computer processing & data preparation • New York
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EMPLOYMENT AGREEMENT
Employment Agreement • November 20th, 2020 • Versus Systems Inc. • Services-computer processing & data preparation • California

Opal Energy Corp., a company incorporated under the laws of the Province of British Columbia, Canada, and having its registered and records office at Suite 302 – 1620 West 8th Avenue, Vancouver, British Columbia, V6J 1V4

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