0001213900-21-003336 Sample Contracts

UNDERWRITING AGREEMENT between VERSUS SYSTEMS INC and LAKE STREET CAPITAL MARKETS, LLC
Underwriting 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:

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WARRANT AGENT AGREEMENT
Warrant Agent Agreement • January 21st, 2021 • Versus Systems Inc. • Services-computer processing & data preparation • New York
AGREEMENT
Underwriting 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, LLC
Letter Agreement • January 21st, 2021 • Versus Systems Inc. • Services-computer processing & data preparation • New York
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