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”).
UNDERWRITING AGREEMENT between VERSUS SYSTEMS INC. and and as Representatives of the Several UnderwritersUnderwriting 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:
UNDERWRITING AGREEMENT between VERSUS SYSTEMS INC and LAKE STREET CAPITAL MARKETS, LLCUnderwriting Agreement • January 21st, 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 Lake Street Capital Markets, LLC (hereinafter referred to as “you” (including its correlatives) or the “Underwriter”) as follows:
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • February 7th, 2023 • Versus Systems Inc. • Services-computer processing & data preparation • New York
Versus Systems Inc.Placement Agent Agreement • October 17th, 2023 • Versus Systems Inc. • Services-computer processing & data preparation • New York
SECURITIES PURCHASE AGREEMENTSecurities 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”).
COMMON SHARE PURCHASE WARRANT VERSUS SYSTEMS INC.Common Share Purchase Warrant • December 9th, 2022 • 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 the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on December 9, 2027 (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).
PRE-FUNDED COMMON SHARE PURCHASE WARRANT VERSUS SYSTEMS INC.Pre-Funded Common Share Purchase Warrant • December 9th, 2022 • Versus Systems Inc. • Services-computer processing & data preparation • New York
THIS PRE-FUNDED 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 the date hereof (the “Initial Exercise Date”) until this Warrant is exercised in full (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).
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...Merger Agreement • May 28th, 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.
PLACEMENT AGENT COMMON SHARE PURCHASE WARRANT VERSUS SYSTEMS INC.Placement Agent Common Share Purchase Warrant • December 9th, 2022 • Versus Systems Inc. • 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).
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.
WARRANT AGENT AGREEMENTWarrant Agent Agreement • January 21st, 2021 • Versus Systems Inc. • Services-computer processing & data preparation • New York
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO JUNE [●], 2022. VOID AFTER 5:00 P.M., EASTERN TIME, DECEMBER [●], 2026Purchase Warrant Agreement • December 10th, 2021 • Versus Systems Inc. • Services-computer processing & data preparation
THIS WARRANT TO PURCHASE COMMON SHARES (the “Warrant”) certifies that, for value received, D.A. Davidson & Co. 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 June [●], 2022 (the six-month anniversary of the Effective Date, the “Initial Exercise Date”), and in accordance with FINRA Rule 5110(g)(8)(A), prior to or at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (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 (the “Warrant Shares”), subject to adjustment hereunder. The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
EMPLOYMENT AGREEMENTEmployment 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
COMMON SHARE PURCHASE WARRANT VERSUS SYSTEMS INC.Common Share Purchase Warrant • 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).
PLACEMENT AGENT COMMON SHARE PURCHASE WARRANT VERSUS SYSTEMS INC.Placement Agent Common Share Purchase Warrant • October 17th, 2023 • Versus Systems Inc. • 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.
COMMON SHARE PURCHASE WARRANT VERSUS SYSTEMS INC.Common Share Purchase Warrant • October 17th, 2023 • Versus Systems Inc. • Services-computer processing & data preparation
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 or times on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the five-year anniversary of the Initial Exercise Date (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).
LOAN AGREEMENTLoan 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:
Pre-Funded WARRANT To purchase COMMON Shares VERSUS SYSTEMS INC.Pre-Funded Warrant Agreement • October 17th, 2023 • Versus Systems Inc. • Services-computer processing & data preparation
THIS Pre-Funded WARRANT to Purchase COMMON Shares Stock (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 the date hereof (the “Initial Exercise Date”) until this Warrant is exercised in full (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).
PLACEMENT AGENT COMMON SHARE PURCHASE WARRANT VERSUS Systems inc.Placement Agent Common Share Agreement • February 7th, 2023 • Versus Systems Inc. • 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.
TECHNOLOGY LICENSE AND SOFTWARE DEVELOPMENT AGREEMENTTechnology License and Software Development Agreement • November 8th, 2024 • Versus Systems Inc. • Services-computer processing & data preparation • New York
THIS TECHNOLOGY LICENSE AND SOFTWARE DEVELOPMENT AGREEMENT (“the Agreement”) effective as of October 4, 2024 (the “Effective Date”) is entered into by and between VERSUS SYSTEMS, INC., a British Columbia corporation (“Licensor”) and ASPIS CYBER TECHNOLOGIES, INC., a Delaware corporation (“ASPIS”).
AGREEMENTUnderwriting 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).
Lake Street Capital Markets, LLCLetter Agreement • January 21st, 2021 • Versus Systems Inc. • Services-computer processing & data preparation • New York
SEPARATION AGREEMENTSeparation Agreement • July 1st, 2024 • Versus Systems Inc. • Services-computer processing & data preparation • California
MATTHEW PIERCE, the Chief Executive Officer of the Company and a business person having a residential address at 10851 Ocean Drive, Culver City, California, 90230 (“Pierce”);
EMPLOYMENT AGREEMENTEmployment 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
SUBSCRIPTION AGREEMENTSubscription Agreement • November 8th, 2024 • Versus Systems Inc. • Services-computer processing & data preparation • New York
SECURITIES OFFERED: Unsecured promissory note convertible (the “Note”) into up to 2,155,172 Units (the “Units”), each Unit at a conversion price of $1.16 and consisting of (i) one share of Common Stock of Versus Systems, Inc., a British Columbia corporation (the “Company”), and (ii) a warrant to purchase one-half of a share of Common Stock of the Company at a purchase price of $2.00 per one-half share, equal to $4.00 per one whole share (the “Offering”).
Business Funding AgreementBusiness Funding Agreement • November 8th, 2024 • Versus Systems Inc. • Services-computer processing & data preparation • New York
THIS BUSINESS FUNDING AGREEMENT (this “Agreement”) is made effective as of October 7, 2024 (the “Effective Date”), by and between ASPIS CYBER TECHNOLOGIES, INC. (“Aspis”), a Delaware corporation and VERSUS SYSTEMS, INC., a British Columbia corporation (the “Company”). Aspis and the Company are herein referred to collectively as the “Parties” and individually as a “Party”.
