SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 7th, 2023 • Versus Systems Inc. • Services-computer processing & data preparation • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 2, 2023, between Versus Systems Inc., a British Columbia corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • February 7th, 2023 • Versus Systems Inc. • Services-computer processing & data preparation • New York
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.
