UNDERWRITING AGREEMENT between VERSUS SYSTEMS INC. and as Representative of the Several UnderwritersUnderwriting Agreement • December 10th, 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. (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO JUNE [●], 2022. VOID AFTER 5:00 P.M., EASTERN TIME, DECEMBER [●], 2026Versus Systems Inc. • December 10th, 2021 • 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).
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).
