PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • December 9th, 2022 • Versus Systems Inc. • Services-computer processing & data preparation • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 9th, 2022 • Versus Systems Inc. • Services-computer processing & data preparation • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 7, 2022, 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”).
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).
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).
