Exhibit 4.4


 


WARRANT AGENCY AGREEMENT


 


WARRANT AGENCY AGREEMENT,
dated as of _________, 2022 (“Agreement”), among Versus Systems Inc., a British Columbia corporation (the “Company”),
and Computershare, Inc., a Delaware corporation (“Computershare”), and its wholly-owned subsidiary, Computershare Trust
Company, N.A., a federally chartered trust company (collectively with Computershare, the “Warrant Agent”).


 


W I T N E S S E T H


 


WHEREAS, in an underwritten
offering, the Company is offering common shares, no par value per share (the “Common Shares”), prefunded warrants to
purchase Common Shares (the “Prefunded Warrants”), and warrants to purchase Common Shares (the “Warrants”)
in fixed combinations thereof (the “Offering”);


 


WHEREAS, the Common Shares,
Prefunded Warrants and Warrants to be issued in the Offering shall be immediately separable and will be issued separately, but will be
purchased together in fixed combinations in the Offering;


 


WHEREAS, pursuant to an effective
registration statement on Form F-1 (File No. 333-267896) (the “Registration Statement”) and the terms of the Warrant
Certificate, the Company wishes to issue the Warrants in book entry form entitling the respective holders of the Warrants (the “Holders”,
which term shall include a Holder’s transferees, successors and assigns and “Holder” shall include, if the Warrants
are held in “street name,” a Participant (as defined below) or a designee appointed by such Participant) to purchase an aggregate
of up to _______ Common Shares (which includes Warrants to purchase up to _____ Common Shares pursuant to an overallotment option granted
to the underwriters in the Offering); and


 


WHEREAS, the Company wishes
the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing so to act, in connection with the issuance, registration,
transfer, exchange, exercise and replacement of the Warrants.


 


NOW, THEREFORE, in consideration
of the premises and the mutual agreements herein set forth, the parties hereby agree as follows:


 


Section 1.  Certain Definitions.
For purposes of this Agreement, the following terms have the meanings indicated:


 


(a)   “Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control
with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.


 






     


     


    

 


(b)   “Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in the City of New York are authorized
or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized
or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” 
or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority
so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in the City of New York generally
are open for use by customers on such day.


 


(c)   “Close
of Business” on any given date means 5:00 p.m. (New York City time) on such date; provided, however, that if such
date is not a Business Day it means 5:00 p.m. (New York City time) on the next succeeding Business Day.


 


(d)   “Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company,
joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


(e)   “Warrant
Certificate” means a certificate in the form attached as Exhibit 1 hereto, evidencing Warrants to purchase such number
of Warrant Shares as is indicated therein, provided that any reference to the delivery of a Warrant Certificate in this Agreement shall
include the delivery of a Global Warrant or a Definitive Certificate.


 


All other capitalized terms
used but not otherwise defined herein shall have the meaning ascribed to such terms in the Warrant Certificate.


 


Section 2.  Appointment
of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company in accordance with the express terms
and conditions hereof (and no implied terms and conditions), and the Warrant Agent hereby accepts such appointment.


 


Section 3.  Global Warrants.


 


(a)   The
Warrants shall be registered securities and shall be evidenced by a global warrant certificate in the form of the Warrant Certificate
(the Warrants evidenced by such global warrant certificate, the “Global Warrants”), which shall be deposited with the
Warrant Agent and registered in the name of Cede & Co., a nominee of The Depository Trust Company (the “Depository”),
or as otherwise directed by the Depository. The ownership of beneficial interests in the Global Warrants shall be shown on, and the transfer
of such ownership shall be effected through, the records maintained by (i) the Depository or its nominee for each Global Warrant or (ii)
institutions that have accounts with the Depository (such institution, with respect to a Global Warrant in its account, a “Participant”).
The terms of this Agreement shall be read in conjunction with the terms of the Warrant Certificate. If there is a conflict between the
express terms of this Agreement and the Warrant Certificate, the terms of the Warrant Certificate shall govern and be controlling, provided,
however, that all provisions with respect to the rights, duties, protections and liability of the Warrant Agent only shall be determined
and interpreted solely by the provisions of this Agreement and provided, further, that no provision of this Agreement shall affect or
limit the obligations of the Company to the Holders under the Global Warrants or the Definitive Certificates.


 






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(b)   If
the Depository subsequently ceases to make its book-entry settlement system available for the Warrants, the Company may instruct the Warrant
Agent regarding other arrangements for book-entry settlement. In the event that the Warrants are not eligible for, or it is no longer
necessary to have the Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depository to
deliver to the Warrant Agent for cancellation each Global Warrant, and the Company shall instruct the Warrant Agent to deliver to each
Holder a certificate for such Holder’s Warrants in the form of the Warrant Certificate. The Company shall use its best efforts to
enable the Warrants to be “DTC eligible” so that interests in the Warrants may be held in book-entry through the Depository
for the term of the Warrants.


 


(c)   A
Holder has the right to elect at any time or from time to time a Warrant Exchange (as defined below) pursuant to a Warrant Certificate
Request Notice (as defined below). Upon written notice by a Holder to the Warrant Agent for the exchange of some or all of such Holder’s
Global Warrants for a separate certificate in the form attached hereto as Exhibit 1 (such separate certificate, a “Definitive
Certificate”) evidencing the same number of Warrants, which request shall be in the form attached hereto as Annex A (a
“Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder,
the “Warrant Certificate Request Notice Date” and the deemed surrender upon delivery by the Holder of a number of Global
Warrants for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant
Agent shall promptly effect the Warrant Exchange and shall promptly issue and deliver, at the expense of the Company, to the Holder a
Definitive Certificate for such number of Warrants in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate
shall be dated the original issue date of the Warrants, shall be manually executed by an authorized signatory of the Company, shall be
in the form attached hereto as Exhibit 1, and shall be reasonably acceptable in all respects to such Holder. In connection with
a Warrant Exchange, the Company agrees to deliver, or to direct the Warrant Agent to deliver, the Definitive Certificate to the Holder
within five (5) Business Days of the Warrant Certificate Request Notice pursuant to the delivery instructions in the Warrant Certificate
Request Notice (“Warrant Certificate Delivery Date”). If the Company fails for any reason to deliver to the Holder
the Definitive Certificate subject to the Warrant Certificate Request Notice by the Warrant Certificate Delivery Date, the Company shall
pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares evidenced by such Definitive
Certificate (based on the VWAP (as defined in the Warrant Certificate) of the Common Shares on the Warrant Certificate Request Notice
Date), $10 per Business Day for each Business Day after such Warrant Certificate Delivery Date until such Definitive Certificate is delivered
or, prior to delivery of such Definitive Certificate, the Holder rescinds such Warrant Exchange. In no event shall the Warrant Agent be
liable for the Company’s failure to deliver the Definitive Certificate by the Warrant Certificate Delivery Date. The Company covenants
and agrees that, on the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the
Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for
all purposes to contain all of the terms and conditions of such Definitive Certificate and the terms of this Agreement, other than this
Section 3(c), 3(d) and Section 9 herein, shall not apply to the Warrants evidenced by the Definitive Certificate. For purposes of this
Section 3(c), the term “Holder” shall be deemed to be the beneficial owner of record of the Global Warrant. For purposes
of clarity, notwithstanding anything contained in a Definitive Certificate, solely with respect to the rights, duties, obligations, protections,
immunities and liability of the Warrant Agent, if any, this Agreement shall control.


 






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(d)   A
Holder of a Definitive Certificate (pursuant to a Warrant Exchange or otherwise) has the right to elect at any time or from time to time
a Global Warrants Exchange (as defined below) pursuant to a Global Warrants Request Notice (as defined below). Upon written notice by
a Holder to the Company for the exchange of some or all of such Holder’s Warrants evidenced by a Definitive Certificate for a beneficial
interest in Global Warrants held in book-entry form through the Depositary evidencing the same number of Warrants, which request shall
be in the form attached hereto as Annex B (a “Global Warrants Request Notice” and the date of delivery of such
Global Warrants Request Notice by the Holder, the “Global Warrants Request Notice Date” and the surrender upon delivery
by the Holder of the Warrants evidenced by Definitive Certificates for the same number of Warrants evidenced by a beneficial interest
in Global Warrants held in book-entry form through the Depositary, a “Global Warrants Exchange”), the Company shall
promptly effect the Global Warrants Exchange and shall promptly direct the Warrant Agent to issue and deliver to the Holder the Global
Warrants for such number of Warrants in the Global Warrants Request Notice, which beneficial interest in such Global Warrants shall be
delivered by the Depositary’s Deposit or Withdrawal at Custodian system to the Holder pursuant to the instructions in the Global
Warrants Request Notice. In connection with a Global Warrants Exchange, the Company shall direct the Warrant Agent to deliver the beneficial
interest in such Global Warrants to the Holder within three (3) Business Days of the Global Warrants Request Notice pursuant to the delivery
instructions in the Global Warrant Request Notice (“Global Warrants Delivery Date”). If the Company fails for any reason
to deliver to the Holder Global Warrants subject to the Global Warrants Request Notice by the Global Warrants Delivery Date, the Company
shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares evidenced by such Global
Warrants (based on the VWAP (as defined in the Warrants) of the Common Shares on the Global Warrants Request Notice Date), $10 per Business
Day for each Business Day after such Global Warrants Delivery Date until such Global Warrants are delivered or, prior to delivery of such
Global Warrants, the Holder rescinds such Global Warrants Exchange. In no event shall the Warrant Agent be liable for the Company’s
failure to deliver the Global Warrants by the Global Warrants Delivery Date. The Company covenants and agrees that, upon the date of delivery
of the Global Warrants Request Notice, the Holder shall be deemed to be the beneficial holder of the Global Warrants.


 


Section 4.  Form of Warrants.
The Warrant Certificate, together with the form of election to purchase Common Shares (“Notice of Exercise”) and the
form of assignment to be printed on the reverse thereof, shall be in the form of the Warrant Certificate attached as Exhibit 1
hereto.


 


Section 5.  Countersignature
and Registration.


 


(a)   Each
Warrant Certificate shall be executed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer or other authorized
officer, either manually, by facsimile or by some other form of electronic signature. Each Warrant Certificate (other than any Definitive
Certificate issued pursuant to a Warrant Exchange, which shall not require a countersignature of the Warrant Agent) shall be countersigned
by the Warrant Agent either manually, by facsimile or by some other form of electronic signature and shall not be valid for any purpose
unless so countersigned. In case any officer of the Company who shall have signed any of the Warrant Certificates shall cease to be such
officer of the Company before countersignature by the Warrant Agent and issuance and delivery by the Company, such Warrant Certificates
may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person who signed such Warrant
Certificate had not ceased to be such officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by any
person who, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of the Company to sign such Warrant
Certificate, although at the date of the execution of this Agreement any such person was not such an officer.


 






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(b)   The
Warrant Agent will keep or cause to be kept, at one of its offices, or at the office of one of its agents, books for registration and
transfer of the Warrant Certificates issued hereunder, other than the Warrants evidenced by any Definitive Certificate. Such books shall
show the names and addresses of the respective Holders of the Warrant Certificates, the number of warrants evidenced on the face of each
of such Warrant Certificate and the date of each of such Warrant Certificate. The Warrant Agent will create a special account for the
issuance of Warrant Certificates. For purposes of clarity, the Warrant Agent shall not be required to keep a book for registration and
transfer of Definitive Certificates.


 


Section 6.  Transfer,
Split Up, Combination and Exchange of Warrant Certificates; Mutilated, Destroyed, Lost or Stolen Warrant Certificates.


 


(a)   With
respect to the Global Warrants, subject to the provisions of the Warrant Certificate and the last sentence of this first paragraph of
Section 6, at any time on or after the closing date of the Offering, and at or prior to the Close of Business on the Termination Date
(as defined in the Warrant Certificate), any Warrant Certificate or Warrant Certificates or Global Warrant or Global Warrants may be transferred,
split up, combined or exchanged for another Warrant Certificate or Warrant Certificates or Global Warrant or Global Warrants, entitling
the Holder to purchase the same number of Common Shares as the Warrant Certificate or Warrant Certificates or Global Warrant or Global
Warrants surrendered then entitled such Holder to purchase. Any Holder desiring to transfer, split up, combine or exchange any Warrant
Certificate or Global Warrant shall make such request in writing delivered to the Warrant Agent, and shall surrender the Warrant Certificate
or Warrant Certificates or Global Warrant or Global Warrants, together with the required form of assignment and certificate duly executed
and properly completed and such other documentation as the Warrant Agent may reasonably request (which in case of a Warrant in book entry
or electronic form held through the Depository, including, without limitation, the Global Warrants, shall not include any ink-original
documents and shall not include any medallion guarantee or other type of guarantee or notarization), to be transferred, split up, combined
or exchanged at the office of the Warrant Agent designated for such purpose, provided that no such surrender is applicable to the Holder
of a Definitive Certificate. Any requested transfer of Warrants in book-entry form shall be accompanied by customary evidence of authority
of the party making such request that may be reasonably required by the Warrant Agent. Thereupon the Warrant Agent shall, subject to the
last sentence of this first paragraph of Section 6, countersign and deliver to the Person entitled thereto a Warrant Certificate or Warrant
Certificates or Global Warrant or Global Warrants, as the case may be, as so requested. The Company may require payment from the Holder
of a sum sufficient to cover any tax or governmental charge, if any, that may be imposed in connection with any transfer, split up, combination
or exchange of Warrant Certificates or Global Warrants. The Warrant Agent shall not have any duty or obligation to take any action under
any section of this Agreement or any Warrant Certificate or Global Warrant that requires the payment of taxes and/or charges unless and
until the Warrant Agent is reasonably satisfied that all such payments have been made.


 






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(b)   Upon
receipt by the Warrant Agent of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of any Warrant Certificate
or Warrant Certificates or Global Warrant or Global Warrants, which evidence shall include an affidavit of loss, or in the case of mutilated
certificates, the certificate or portion thereof remaining, and, in case of loss, theft or destruction, of indemnity or security acceptable
to the Company and the Warrant Agent, including the posting of a surety bond (provided, however, that no posting of a surety bond shall
be required in connection with any Global Warrants in book entry or electronic form held through the Depository) and satisfaction of any
other reasonable requirements established by Section 8-405 of the Uniform Commercial Code as in effect in the State of New York, and reimbursement
to the Company and the Warrant Agent of all reasonable expenses incidental thereto, and upon surrender to the Warrant Agent and cancellation
of the Warrant Certificate or Warrant Certificates or Global Warrant or Global Warrants if mutilated, the Company will make and deliver
a new Warrant Certificate or Warrant Certificates or Global Warrant or Global Warrants of like tenor to the Warrant Agent for delivery
to the Holder in lieu of the Warrant Certificate or Warrant Certificates or Global Warrant or Global Warrants so lost, stolen, destroyed
or mutilated; provided, however, that this Section 6(b) shall not apply to a Definitive Certificate which shall be governed
by the terms of the Warrant Certificate.


 


Section 7.  Exercise
of Warrants; Exercise Price; Termination Date.


 


(a)   The
Warrants shall be exercisable commencing on the Initial Exercise Date. The Warrants shall cease to be exercisable as set forth in Warrant
Certificate. Subject to Section 7(b) below, the Holder of a Warrant may exercise the Warrant in whole or in part upon surrender of the
Warrant Certificates or Global Warrants, if required pursuant to the terms of the Warrant Certificate, with the properly completed and
duly executed Notice of Exercise and payment of the aggregate Exercise Price (unless exercised via a cashless exercise), which may be
made, at the option of the Holder, by wire transfer or by certified or official bank check in United States dollars, to the Warrant Agent
at the office of the Warrant Agent designated for such purposes. In the case of the Holder of a Global Warrant, the Holder shall deliver
the executed Notice of Exercise (which shall not require any ink-original documents and shall not require any medallion guarantee or other
type of guarantee or notarization of a Notice of Exercise) and the payment of the aggregate Exercise Price as described in this Section
7(a) and the Warrant Certificate. Notwithstanding any other provision in this Agreement, a holder whose interest in a Global Warrant is
a beneficial interest in a Global Warrant held in book-entry form through the Depository (or another established clearing corporation
performing similar functions), shall effect exercises by delivering to the Depository (or such other clearing corporation, as applicable)
the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by the Depository (or
such other clearing corporation, as applicable). Notwithstanding anything herein to the contrary, the Company acknowledges and agrees
that, upon delivery of a Notice of Exercise or upon a Holder’s delivery of irrevocable instructions to such Holder’s Participant
to exercise such Global Warrants, solely for purposes of Regulation SHO, such Holder shall be deemed for all corporate purposes to have
exercised the Global Warrants and become the holder of record of the Warrant Shares with respect to such exercise at the time of such
delivery, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than
in the case of a cashless exercise) is received by the Warrant Agent by 3:00 p.m. (New York City time) on the second Trading Day (as defined
in the Warrant Certificate) following the date of delivery of the Notice of Exercise or such delivery of irrevocable instructions to such
Holder’s Participant to exercise such Global Warrants.


 






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(b)   Upon
the Warrant Agent’s receipt of the appropriate instruction form for exercise complying with the procedures to effect exercise of
Global Warrants that are required by the Depository, accompanied by payment of the aggregate Exercise Price for the Warrant Shares to
be purchased (other than in the case of a cashless exercise) (which shall not require any ink-original documents and shall not require
any medallion guarantee or other type of guarantee or notarization of a Notice of Exercise or instruction form for exercise), the Company
shall cause the Warrant Agent (or the transfer agent for the Common Shares) to, and the Warrant Agent (or the transfer agent for the Common
Shares) shall, deliver the Warrant Shares underlying such Warrant Certificate or Global Warrant to be delivered to or upon the order of
the Holder of such Warrant Certificate or Global Warrant, registered in such name or names as may be designated by such Holder, no later
than the Warrant Share Delivery Date (as defined in the Warrant Certificate). If the Company is then a participant in the DWAC system
of the Depository and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale
of the Warrant Shares by the Holder or (B) the Warrant is being exercised via cashless exercise, then the Warrant Shares shall be transmitted
by the Warrant Agent (or the transfer agent for the Common Shares) to the Holder by crediting the account of the Holder’s broker
with the Depository through the DWAC system. Notwithstanding anything else to the contrary in this Agreement, except in the case of a
cashless exercise, if any Holder fails to duly deliver payment to the Warrant Agent of an amount equal to the aggregate Exercise Price
of the Warrant Shares to be purchased upon exercise of such Holder’s Warrant as set forth in Section 7(a) hereof by the Warrant
Share Delivery Date, the Company will not obligated to cause the Warrant Agent (or the transfer agent for the Common Shares) to deliver
any such Warrant Shares (via DWAC or otherwise) until the receipt of such payment, and the applicable Warrant Share Delivery Date shall
be deemed to be extended by one Trading Day for each Trading Day (or part thereof) until such payment is delivered to the Warrant Agent.
Upon receipt of a Notice of Exercise for a cashless exercise, the Warrant Agent shall deliver a copy of the Notice of Exercise to the
Company and request from the Company, and the Company shall promptly calculate and transmit to the Warrant Agent in writing, the number
of Warrant Shares issuable in connection with such cashless exercise. The Warrant Agent shall have no obligation under this Agreement
to calculate the number of Warrant Shares issuable in connection with a cashless exercise nor shall the Warrant Agent have any duty or
obligation to investigate or confirm whether the Company’s determination of the number of Warrant Shares issuable upon such exercise,
pursuant to this Section 7, is accurate or correct.


 


(c)   In
case the Holder of any Warrant Certificate or Global Warrant shall exercise fewer than all Warrants evidenced thereby, upon the request
of the Holder, a new Warrant Certificate or Global Warrant evidencing the number of Warrants equivalent to the number of Warrants remaining
unexercised may be executed and delivered by the Company and, upon written instruction, countersigned by the Warrant Agent and delivered
to the Holder of such Warrant Certificate or Global Warrant or to his duly authorized assigns in accordance with Section 4 of the Warrant
Certificate, subject to the provisions of Section 6 hereof; provided, however, that this Section 7(c) shall not apply to
a Definitive Certificate which shall be governed by the terms of the Warrant Certificate.


 






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(d)   Cost
Basis Information.


 


(1)   In
the event of a cash exercise of the Warrants, the Company hereby instructs the Warrant Agent to record cost basis for newly issued Warrant
Shares to be equal to the Exercise Price.


 


(2)   In
the event of a cashless exercise, the Company shall provide cost basis for Warrant Shares issued pursuant to a cashless exercise at the
time that the Company confirms the number of Warrant Shares issuable in connection with the cashless exercise to the Warrant Agent pursuant
to Section 7(b) hereof.


 


Section 8.  Cancellation
and Destruction of Warrant Certificates. All Warrant Certificates surrendered for the purpose of exercise, transfer, split up, combination
or exchange shall, if surrendered to the Company or to any of its agents, be delivered to the Warrant Agent for cancellation or in canceled
form, or, if surrendered to the Warrant Agent, shall be canceled by it, and no Warrant Certificates shall be issued in lieu thereof except
as expressly permitted by any of the provisions of this Agreement or the Warrant Certificate. The Company shall deliver to the Warrant
Agent for cancellation and retirement, and the Warrant Agent shall so cancel and retire, any other Warrant Certificate purchased or acquired
by the Company otherwise than upon the exercise thereof.


 


Section 9.  Certain Representations;
Reservation and Availability of Common Shares or Cash.


 


(a)   This
Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof
by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance
with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof
by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statement, constitute valid and
legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits
hereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws
relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability
is considered in a proceeding in equity or at law).


 


(b)   The
Company covenants and agrees that the Company shall cause to be reserved and kept available out of its authorized and unissued Common
Shares or its authorized and issued Common Shares held in its treasury, free from preemptive rights, the number of Common Shares that
will be sufficient to permit the exercise in full of all outstanding Warrants.


 


(c)   The
Warrant Agent will create a reserve account, into which shall be reserved such number of Common Shares that are issuable upon the exercise
of the Warrants in full, and from such reserve account the Common Shares shall be issued upon the exercise of Warrants.


 






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(d)   The
Company further covenants and agrees that the Company shall pay when due and payable any and all federal and state transfer taxes and
charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or the Warrant Shares upon exercise
of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of
any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of Warrant Shares in a name other
than that of the Holder of the Warrant Certificate evidencing the Warrants surrendered for exercise or to issue or deliver any Warrant
Shares upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental
charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the reasonable
satisfaction of the Company and the Warrant Agent that no such tax or governmental charge is due. The Warrant Agent shall not have any
duty or obligation to take any action under any section of this Agreement or any Warrant that requires the payment of taxes and/or charges
unless and until the Warrant Agent is reasonably satisfied that all such payments have been made.


 


Section 10.  Common Shares
Record Date. Each Person in whose name any certificate for Common Shares is issued (or to whose broker’s account is credited
Common Shares through the DWAC system) upon the exercise of Warrants shall for all purposes be deemed to have become the holder of record
for the Common Shares represented thereby on, and such certificate shall be dated the date on which submission of the Notice of Exercise
was made, provided that the Warrant Certificate evidencing such Warrant was duly surrendered (but only if required pursuant to the terms
of the Warrant Certificate) and payment of the aggregate Exercise Price (and any applicable transfer taxes) was received on or prior to
the time set forth in Section 7; provided, however, that if the date of submission of the Notice of Exercise is a date upon
which the Common Share transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such
shares on, and such certificate shall be dated, the next succeeding day on which the Common Share transfer books of the Company are open.


 


Section 11.  Adjustment
of Exercise Price, Number of Common Shares or Number of the Warrants. The Exercise Price, the number of shares underlying each Warrant
and the number of Warrants outstanding are subject to adjustment from time to time as provided in Section 3 of the Warrant Certificate.
In the event that at any time, as a result of an adjustment made pursuant to Section 3 of the Warrant Certificate, the Holder of any Warrant
thereafter exercised shall become entitled to receive any shares of capital stock of the Company other than Common Shares, thereafter
the number of such other shares so receivable upon exercise of any Warrant shall be subject to adjustment from time to time in a manner
and on terms as nearly equivalent as practicable to the provisions with respect to the shares contained in Section 3 of the Warrant Certificate,
and the provisions of Sections 7, 9 and 14 of this Agreement with respect to the Common Shares shall apply on like terms to any such other
shares. All Warrants originally issued by the Company subsequent to any adjustment made to the Exercise Price pursuant to the Warrant
Certificate shall evidence the right to purchase, at the adjusted Exercise Price, the number of Common Shares purchasable from time to
time hereunder upon exercise of the Warrants, all subject to further adjustment as provided herein.


 






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Section 12.  Certification
of Adjusted Exercise Price or Number of Common Shares. Whenever the Exercise Price or the number of Common Shares issuable upon the
exercise of each Warrant is adjusted as provided in Section 3 of the Warrant Certificate, the Company shall promptly deliver a certificate
to the Warrant Agent and each transfer agent of the Common Shares setting forth the Exercise Price of each Warrant as so adjusted, and
a brief statement of the facts accounting for such adjustment. The Warrant Agent shall be fully protected in relying on such certificate
and on any adjustment or statement contained therein and shall have no duty or liability with respect to, and shall not be deemed to have
knowledge of any such adjustment or any such event unless and until it shall have received such certificate.


 


Section 13.  Bank Accounts.
All funds received by Computershare under this Agreement that are to be distributed or applied by the Warrant Agent in the performance
of services to be provided hereunder (the “Funds”) shall be held by Computershare as agent for the Company and deposited
in one or more bank accounts to be maintained by Computershare in its name as agent for the Company. Until paid pursuant to the terms
of this Agreement, Computershare will hold the Funds through such accounts in: deposit accounts of commercial banks with Tier 1 capital
exceeding $1 billion or with an average rating above investment grade by S&P (LT Local Issuer Credit Rating), Moody’s (Long
Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.). The Warrant Agent shall
have no responsibility or liability for any diminution of the Funds that may result from any deposit made by Computershare Inc. in accordance
with this paragraph, including any losses resulting from a default by any bank, financial institution or other third party. Computershare
may from time to time receive interest, dividends or other earnings in connection with such deposits. The Warrant Agent shall not be obligated
to pay such interest, dividends or earnings to the Company, any holder or any other party.


 


Section 14.  Fractional
Common Shares.


 


(a)   The
Company shall not issue fractions of Warrants or distribute Warrant Certificates which evidence fractional Warrants. Whenever any fractional
Warrant would otherwise be required to be issued or distributed, the actual issuance or distribution shall reflect a rounding up of such
fraction to the nearest whole Warrant.


 


(b)   The
Company shall not issue fractions of Warrant Shares upon exercise of Warrants or distribute stock certificates which evidence fractional
Common Shares. Whenever any fraction of a Common Share would otherwise be required to be issued or distributed, the actual issuance or
distribution in respect thereof shall be made in accordance with Section 2(d)(v) of the Warrant Certificate.


 


Section 15.  Conditions
of the Warrant Agent’s Obligations. The Warrant Agent accepts its obligations herein set forth upon the express terms and conditions
hereof, including the following to all of which the Company agrees and to all of which the rights hereunder of the Holders from time to
time of the Warrants shall be subject:


 


(a)   Compensation.
The Company agrees to pay the Warrant Agent compensation for its services in accordance with the fee schedule agreed between the Company
and Warrant Agent and shall reimburse the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably incur (including,
without limitation, reasonable fees and expenses of counsel) in connection with the preparation, delivery, negotiation, amendment, administration
and the execution of this Agreement and the exercise and performance of its duties hereunder.


 






    10


     


    

 


(b)   Indemnification.
The Company covenants and agrees to indemnify and to hold the Warrant Agent harmless against any costs, expenses (including reasonable
fees and expenses of its legal counsel), losses or damages, which may be paid, incurred or suffered by or to which it may become subject,
arising from or out of, directly or indirectly, any claims or liability resulting from its actions or omissions as Warrant Agent pursuant
hereto; provided, that such covenant and agreement does not extend to, and the Warrant Agent shall not be indemnified with respect to,
such costs, expenses, losses and damages incurred or suffered by the Warrant Agent as a result of, or arising out of, its gross negligence,
bad faith, or willful misconduct (each as determined in a final non-appealable judgment by a court of competent jurisdiction). The costs
and expenses incurred by the Warrant Agent in enforcing this right of indemnification shall be paid by the Company.


 


(c)   Agent
for the Company. In acting under this Agreement and in connection with the Warrants, the Warrant Agent is acting solely as agent of
the Company and does not assume any obligations or relationship of agency or trust for or with any of the Holders of Warrants or beneficial
owners of Warrants.


 


(d)   Counsel.
The Warrant Agent may consult with counsel satisfactory to it, which may include counsel for the Company, and the advice of such counsel
shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder
in the absence of bad faith and in accordance with the advice of such counsel.


 


(e)   Documents.
The Warrant Agent shall be protected and shall incur no liability for or in respect of any action taken or omitted by it in reliance upon
the Global Warrants, any Warrant Certificate, notice, direction, consent, certificate, affidavit, statement or other paper or document
reasonably believed by it to be genuine and to have been presented or signed by the proper parties.


 


(f)   Certain
Transactions. The Warrant Agent, and its officers, directors, Affiliates and employees, may become the owner of, or acquire any interest
in, Warrants, with the same rights that it or they would have if it were not the Warrant Agent hereunder, and, to the extent permitted
by applicable law, it or they may engage or be interested in any financial or other transaction with the Company and may act on, or as
Depository, trustee or agent for, any committee or body of Holders of Warrants or other obligations of the Company as freely as if it
were not the Warrant Agent hereunder. Nothing in this Agreement shall be deemed to prevent the Warrant Agent from acting as trustee under
any indenture to which the Company is a party.


 


(g)   No
Liability for Interest. Unless otherwise agreed with the Company, the Warrant Agent shall have no liability for interest on any monies
at any time received by it pursuant to any of the provisions of this Agreement or of the Warrant Certificates.


 






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(h)   No
Implied Obligations. The Warrant Agent shall be obligated to perform only such duties as are expressly set forth herein and no implied
duties or obligations shall be read into this Agreement or the Warrant Certificates against the Warrant Agent. The Warrant Agent shall
not be under any obligation to take any action hereunder which may tend to involve it in any expense or liability, the payment of which
within a reasonable time is not, in its reasonable opinion, assured to it. The Warrant Agent shall not be accountable or under any duty
or responsibility for the use by the Company of any of the Warrant Certificates authenticated by the Warrant Agent and delivered by it
to the Company pursuant to this Agreement or for the application by the Company of the proceeds of the exercise of the Warrants. The Warrant
Agent shall have no duty or responsibility in case of any default by the Company in the performance of its covenants or agreements contained
herein or in the Warrant Certificates or in the case of the receipt of any written demand from a Holder of a Warrant Certificate with
respect to such default, including, without limiting the generality of the foregoing, any duty or responsibility to initiate or attempt
to initiate any proceedings at law.


 


(i)   Instructions;
Certifications. From time to time, the Company may provide the Warrant Agent with instructions or certifications concerning or related
to the services performed by the Warrant Agent hereunder. In addition, at any time the Warrant Agent may apply to any officer of the Company
for instruction, and may consult with legal counsel for the Warrant Agent or the Company with respect to any matter arising in connection
with the services to be performed by the Warrant Agent under this Agreement. The Warrant Agent and its employees, agents and subcontractors
shall not be liable and shall be indemnified by the Company for any action taken, suffered or omitted to be taken by Warrant Agent, its
employees, agents and subcontractors in reliance upon any Company instructions, certifications or upon the advice or opinion of such counsel.
The Warrant Agent shall not be held to have notice of any change of authority of any person, until receipt of written notice thereof from
the Company.


 


(j)   The
Warrant Agent shall not have any duty or responsibility in the case of the receipt of any written demand from any holder of Warrants with
respect to any action or default by the Company, including, without limiting the generality of the foregoing, any duty or responsibility
to initiate or attempt to initiate any proceedings at law or otherwise or to make any demand upon the Company.


 


(k)   The
Warrant Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or
by or through its attorney or agents, and the Warrant Agent shall not be answerable or accountable for any act, default, neglect or misconduct
of any such attorney or agents or for any loss to the Company resulting from any such act, default, neglect or misconduct, absent gross
negligence, bad faith or willful misconduct (each as determined by a final non-appealable judgment of a court of competent jurisdiction)
in the selection and continued employment thereof.


 


(l)   The
Warrant Agent shall not be obligated to expend or risk its own funds or to take any action that it believes would expose or subject it
to expense or liability or to a risk of incurring expense or liability, unless it has been furnished with assurances of repayment or indemnity
satisfactory to it.


 


(m)   The
Warrant Agent shall not be liable or responsible for any failure of the Company to comply with any of its obligations relating to any
registration statement filed with the Commission or this Agreement, including without limitation obligations under applicable regulation
or law.


 






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(n)   The
Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Company of any Warrants authenticated by
the Warrant Agent and delivered by it to the Company pursuant to this Agreement or for the application by the Company of the proceeds
of the issue and sale, or exercise, of the Warrants.


 


(o)   The
Warrant Agent may rely on and be fully authorized and protected in acting or failing to act upon (a) any guaranty of signature by an “eligible
guarantor institution” that is a member or participant in the Securities Transfer Agents Medallion Program or other comparable “signature
guarantee program” or insurance program in addition to, or in substitution for, the foregoing; or (b) any law, act, regulation or
any interpretation of the same even though such law, act, or regulation may thereafter have been altered, changed, amended or repealed.


 


(p)   In
the event the Warrant Agent believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or
other communication, paper or document received by the Warrant Agent hereunder, the Warrant Agent, may, in its sole discretion, refrain
from taking any action, and shall be fully protected and shall not be liable in any way to Company, the holder of any Warrant or any other
Person for refraining from taking such action, unless the Warrant Agent receives written instructions signed by the Company which eliminates
such ambiguity or uncertainty to the satisfaction of Warrant Agent.


 


(q)   Delivery
of Exercise Price. The Warrant Agent shall forward funds received for warrant exercises under this Agreement in a given month by the
5th Business Day of the following month by wire transfer to an account designated by the Company.


 


(r)   Opinion
of Counsel. The Company shall provide an opinion of counsel reasonably satisfactory to counsel to the Warrant Agent prior to the effective
date of this Agreement to set up a reserve of Warrants and related Common Shares. The opinion shall state that all Warrants or Common
Shares, as applicable, are: (1) registered under the Securities Act or are exempt from such registration, and all appropriate state securities
law filings have been made with respect to the warrants or shares; and (2) validly issued, fully paid and non-assessable.


 


(s)   Confidentiality.
The Warrant Agent and the Company agree that all books, records, information and data pertaining to the business of the other party, including
inter alia, personal, non-public Holder information, which are exchanged or received pursuant to the negotiation or the carrying out of
this Agreement including the compensation for services performed hereunder shall remain confidential, and shall not be voluntarily disclosed
to any other person, except as may be required by law, including, without limitation, pursuant to subpoenas from state or federal government
authorities (e.g., in divorce and criminal actions).


 


(t)   Consequential
Damages. Neither party to this Agreement shall be liable to the other party for any consequential, indirect, punitive, special or
incidental damages under any provisions of this Agreement or for any consequential, indirect, punitive, special or incidental damages
arising out of any act or failure to act hereunder even if that party has been advised of or has foreseen the possibility of such damages.


 


(u)   Limitation
of Liability. Notwithstanding anything contained herein to the contrary, the Warrant Agent’s aggregate liability during any
term of this Agreement with respect to, arising from, or arising in connection with this Agreement, or from all services provided or omitted
to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid
hereunder by the Company to the Warrant Agent as fees and charges, but not including reimbursable expenses, during the twelve (12) months
immediately preceding the event for which recovery from the Warrant Agent is being sought.


 






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(v)   The
rights and obligations of the parties set forth in this Section 15 shall survive the termination of the Warrants, the termination of this
Agreement and the resignation, replacement or removal of the Warrant Agent.


 


Section 16.  Purchase
or Consolidation or Change of Name of Warrant Agent.


 


(a)   Any
Person into which the Warrant Agent or any successor Warrant Agent may be merged or with which it may be consolidated, or any Person resulting
from any merger or consolidation to which the Warrant Agent or any successor Warrant Agent shall be party, or any Person succeeding to
the shareholder services business of the Warrant Agent or any successor Warrant Agent, shall be the successor to the Warrant Agent under
this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto, provided that
such Person would be eligible for appointment as a successor Warrant Agent under the provisions of Section 18. In case at the time such
successor Warrant Agent shall succeed to the agency created by this Agreement any of the Warrant Certificates shall have been countersigned
but not delivered, any such successor Warrant Agent may adopt the countersignature of the predecessor Warrant Agent and deliver such Warrant
Certificates so countersigned; and in case at that time any of the Warrant Certificates shall not have been countersigned, any successor
Warrant Agent may countersign such Warrant Certificates either in the name of the predecessor Warrant Agent or in the name of the successor
Warrant Agent; and in all such cases such Warrant Certificates shall have the full force provided in the Warrant Certificates and in this
Agreement.


 


(b)   In
case at any time the name of the Warrant Agent shall be changed and at such time any of the Warrant Certificates shall have been countersigned
but not delivered, the Warrant Agent may adopt the countersignature under its prior name and deliver Warrant Certificates so countersigned;
and in case at that time any of the Warrant Certificates shall not have been countersigned, the Warrant Agent may countersign such Warrant
Certificates either in its prior name or in its changed name; and in all such cases such Warrant Certificates shall have the full force
provided in the Warrant Certificates and in this Agreement.





 






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Section 17.  Duties of
Warrant Agent. The Warrant Agent undertakes the duties and obligations imposed by this Agreement upon the following express terms
and conditions, by all of which the Company, by its acceptance hereof, shall be bound:


 


(a)   Whenever
in the performance of its duties under this Agreement the Warrant Agent shall deem it necessary or desirable that any fact or matter be
proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in
respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by
the Chief Executive Officer, Chief Financial Officer or President of the Company; and such certificate shall be full authorization and
protection to the Warrant Agent, and the Warrant Agent shall incur no liability for or in respect of for any action taken, suffered or
omitted to be taken by it under the provisions of this Agreement in reliance upon such certificate.


 


(b)   Subject
to the limitation set forth in Section 15, the Warrant Agent shall be liable hereunder only for its own gross negligence, bad faith or
willful misconduct (each as determined by a final, non-appealable judgment of a court of competent jurisdiction).


 


(c)   The
Warrant Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in the
Warrant Certificates (except its countersignature thereof) by the Company or be required to verify the same, but all such statements and
recitals are and shall be deemed to have been made by the Company only.


 


(d)   The
Warrant Agent shall not have any liability or be under any responsibility in respect of the validity of this Agreement or the execution
and delivery hereof (except the due execution hereof by the Warrant Agent) or in respect of the validity or execution of any Warrant Certificate
(except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained
in this Agreement or in any Warrant Certificate; nor shall it be responsible for the adjustment of the Exercise Price or the making of
any change in the number of Warrant Shares required under the provisions of Section 11 or responsible for the manner, method or amount
of any such change or adjustment or the ascertaining of the existence of facts that would require any such adjustment or change (except
with respect to the exercise of Warrants evidenced by Warrant Certificates after actual notice of any adjustment of the Exercise Price);
nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any Common
Shares to be issued pursuant to this Agreement or any Warrant Certificate or as to whether any Common Shares will, when issued, be duly
authorized, validly issued, fully paid and nonassessable.


 


(e)   Each
party hereto agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered
all such further and other acts, instruments and assurances as may reasonably be required by the other party hereto for the carrying out
or performing by any party of the provisions of this Agreement.


 


(f)   The
Warrant Agent shall not be obligated to expend or risk its own funds or to take any action that it believes would expose or subject it
to expense or liability or to a risk of incurring expense or liability, unless it has been furnished with assurances of repayment or indemnity
satisfactory to it.


 


(g)   This
Section 17 shall survive the termination of the Warrants, the termination of this Agreement and the resignation, replacement or removal
of the Warrant Agent.


 






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Section 18.  Change of
Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon thirty (30) days’ notice
in writing sent to the Company and, in the event that the Warrant Agent or one of its Affiliates is not also the transfer agent for the
Company, to each transfer agent of the Common Shares. In the event the transfer agency relationship in effect between the Company and
the Warrant Agent terminates, the Warrant Agent will be deemed to have resigned automatically and be discharged from its duties under
this Agreement as of the effective date of such termination, and the Company shall be responsible for sending any required notice thereunder.
The Company may remove the Warrant Agent or any successor Warrant Agent upon thirty (30) days’ notice in writing, sent to the Warrant
Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Common Shares, and to the Holders of the Warrant
Certificates. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint
a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) days after such removal
or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Holder
of a Warrant Certificate (which shall, with such notice, submit its Warrant Certificate for inspection by the Company), then the Holder
of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new Warrant Agent, provided that,
for purposes of this Agreement, the Company shall be deemed to be the Warrant Agent until a new warrant agent is appointed. Any successor
Warrant Agent, whether appointed by the Company or by such a court, shall be a Person (other than a natural person) organized and doing
business under the laws of the United States or of a state thereof, in good standing, which is authorized under such laws to exercise
shareholder services powers and is subject to supervision or examination by federal or state authority and which has at the time of its
appointment as Warrant Agent a combined capital and surplus (together with its Affiliates) of at least $50,000,000. After appointment,
the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named
as Warrant Agent without further act or deed; but the predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent
any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the
purpose but such predecessor Warrant Agent shall not be required to make any additional expenditure (without prompt reimbursement by the
Company) or assume any additional liability in connection with the foregoing. Not later than the effective date of any such appointment,
the Company shall file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Common Shares, and
mail a notice thereof in writing to the Holders of the Warrant Certificates. However, failure to give any notice provided for in this
Section 18, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the
appointment of the successor Warrant Agent, as the case may be.


 


Section 19.  Issuance
of New Warrant Certificates. Notwithstanding any of the provisions of this Agreement, but subject to the terms of the Warrant Certificate,
the Company may, at its option, issue new Warrant Certificates or Global Warrants evidencing Warrants in such form as may be approved
by its Board of Directors to reflect any adjustment or change in the Exercise Price per share and the number or kind or class of shares
or other securities or property purchasable under the several Warrant Certificates or Global Warrants made in accordance with the provisions
of this Agreement.


 






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Section 20.  Notices.
Notices or demands authorized by this Agreement to be given or made (i) by the Warrant Agent or by the Holder of any Global Warrants or
Warrant Certificate to or on the Company, (ii) by the Company or by the Holder of any Global Warrants or Warrant Certificate to or on
the Warrant Agent or (iii) by the Company or the Warrant Agent to the Holder of any Global Warrants or Warrant Certificate, shall be deemed
given when in writing (a) on the date delivered, if delivered personally, (b) on the first Business Day following the deposit thereof
with Federal Express or another recognized overnight courier, if sent by Federal Express or another recognized overnight courier, (c)
on the fourth Business Day following the mailing thereof with postage prepaid, if mailed by registered or certified mail (return receipt
requested), and (d) the date of transmission, if such notice or communication is delivered via facsimile or email attachment at or prior
to 5:30 p.m. (New York City time) on a Business Day and (e) the next Business Day after the date of transmission, if such notice or communication
is delivered via facsimile or email attachment on a day that is not a Business Day or later than 5:30 p.m. (New York City time) on any
Business Day, in each case to the parties at the following addresses (or at such other address for a party as shall be specified by like
notice); provided, however, that email notice shall not constitute effective notice to the Warrant Agent unless receipt
is confirmed in writing by the Warrant Agent, or, if no such confirmation is provided by the Warrant Agent, such email is followed by
notice sent by overnight courier service to be delivered on the next Business Day following such email:


 


(a)   If
to the Company, to:


 


Versus Systems Inc.


1558 West Hastings
Street


Vancouver, BC V6G
3J4 Canada


Attention:


E-mail:


 


(b)   If
to the Warrant Agent, to:


 


Computershare Inc.


Computershare Trust
Company, N.A.


		150	Royall Street



Canton, MA 02021


Attention: Client Services


E-mail:


 


(c)   If
to the Holder of any Global Warrants or Warrant Certificates, to the address of such Holder as shown on the registry books of the Company.
Any notice required to be delivered by the Company to the Holder of any Warrant may be given by the Warrant Agent on behalf of the Company.
Notwithstanding any other provision of this Agreement, where this Agreement provides for notice of any event to a Holder of any Warrant,
such notice shall be sufficiently given if given to the Depository (or its designee) pursuant to the procedures of the Depository or its
designee.


 






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Section 21.  Supplements
and Amendments.


 


(a)   The
Company and the Warrant Agent may from time to time supplement or amend this Agreement without the approval of any Holders of Global Warrants
in order to (i) add to the covenants and agreements of the Company for the benefit of the Holders of the Global Warrants, (ii) to surrender
any rights or power reserved to or conferred upon the Company in this Agreement, (iii) cure any ambiguity, or (iv) correct or supplement
any provision herein which may be defective or inconsistent with any other provision herein, provided that such addition, correction,
cure or surrender shall not adversely affect the interests or rights of the Holders of the Global Warrants or Warrant Certificates in
any material respect. As a condition precedent to the Warrant Agent’s execution of any supplement or amendment, the Company shall
deliver to the Warrant Agent a certificate from a duly authorized officer of the Company that states that the proposed amendment complies
with the terms of this Section 21. No supplement or amendment to this Agreement shall be effective unless executed by the Warrant Agent.
The Warrant Agent may, but shall not be obligated to, execute any amendment or supplement or waiver that affects the Warrant Agent’s
own rights, duties or immunities under this Agreement.


 


Section 22.  Successors.
All covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit
of their respective successors and assigns hereunder.


 


Section 23.  Benefits
of this Agreement. Nothing in this Agreement shall be construed to give any Person other than the Company, the Holders of Global Warrants
or Warrant Certificates and the Warrant Agent any legal or equitable right, remedy or claim under this Agreement; but this Agreement shall
be for the sole and exclusive benefit of the Company, the Warrant Agent and the Holders of the Global Warrants or Warrant Certificates.


 


Section 24.  Governing
Law. This Agreement and each Warrant Certificate and Global Warrant issued hereunder shall be governed by, and construed in accordance
with, the laws of the State of New York without giving effect to the conflicts of law principles thereof.


 


Section 25.  Counterparts.
This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original,
and all such counterparts shall together constitute but one and the same instrument. A signature to this Agreement transmitted electronically
shall have the same authority, effect and enforceability as an original signature.


 


Section 26.  Captions.
The captions of the sections of this Agreement have been inserted for convenience only and shall not control or affect the meaning or
construction of any of the provisions hereof.


 


Section 27.  Information.
The Company agrees to promptly provide to the Holders of the Warrants any information it provides to the holders of the Common Shares,
except to the extent any such information is publicly available on the EDGAR system (or any successor thereof) of the Securities and Exchange
Commission.


 






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Section 28.  USA PATRIOT
Act Notice. The Warrant Agent hereby notifies the Company that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub.
L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), it must obtain, verify and record certain information
that identifies the Company, which information includes the name and address of the Company and other information that will allow the
Warrant Agent to identify the Company in accordance with the Patriot Act.


 


Section 29.  Force Majeure.
Notwithstanding anything to the contrary contained herein, the Warrant Agent will not be liable for any delays or failures in performance
resulting from acts beyond its reasonable control including, without limitation, acts of God, terrorist acts, shortage of supply, breakdowns
or malfunctions, interruptions or malfunction of computer facilities, or loss of data due to power failures or mechanical difficulties
with information storage or retrieval systems, labor difficulties, war, or civil unrest; provided, however, that this provision
shall not affect or limit in any way the obligations of the Company to the Holders under the Global Warrants or the Warrant Certificates.


 


Section 30.  Severability.
Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective
to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of
this Agreement; provided, however, that if such prohibited and invalid provision shall adversely affect the rights, immunities, liabilities,
duties or obligations of the Warrant Agent, the Warrant Agent shall be entitled to resign immediately upon written notice to the Company.


 


(Signature page follows)


 




    19


     


    

 


IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be duly executed as of the day and year first above written.


 


	 	versus systems inc.
	 	 
	 	By:	 
	 	 	Name: Matthew Pierce
	 	 	Title: Chief Executive Officer



 


	 	COMPUTERSHARE,
    INC., AND

    COMPUTERSHARE TRUST COMPANY, N.A.

    as Warrant Agent
	 	 
	 	By:	              
	 	 	Name:
	 	 	Title:



 









    20


     


    

 


Annex A: Form of Warrant Certificate Request
Notice


 


WARRANT CERTIFICATE REQUEST NOTICE


 


To: Computershare, Inc. and
Computershare Trust Company, N.A., collectively as Warrant Agent for Versus Systems Inc. (the “Company”)


 


The undersigned Holder of
Common Share Purchase Warrants (“Warrants”) in the form of Global Warrants issued by the Company hereby elects to receive
a Warrant Certificate evidencing the Warrants held by the Holder as specified below:


 


1.   Name
of Holder of Warrants in form of Global Warrants: _____________________________


 


2.   Name
of Holder in Warrant Certificate (if different from name of Holder of Warrants in form of Global Warrants): ________________________________


 


3.   Number
of Warrants in name of Holder in form of Global Warrants: ___________________


 


4.   Number
of Warrants for which Warrant Certificate shall be issued: __________________


 


5.   Number
of Warrants in name of Holder in form of Global Warrants after issuance of Warrant Certificate, if any: ___________


 


6.   Warrant
Certificate shall be delivered to the following address:


______________________________


______________________________


______________________________


______________________________


 


The undersigned hereby acknowledges
and agrees that, in connection with this Warrant Exchange and the issuance of the Warrant Certificate, the Holder is deemed to have surrendered
the number of Warrants in form of Global Warrants in the name of the Holder equal to the number of Warrants evidenced by the Warrant Certificate.


 


[SIGNATURE OF HOLDER]


 


Name of Investing Entity: __________________________________________________


 


Signature of Authorized Signatory of Investing
Entity: ___________________________


 


Name of Authorized Signatory: ______________________________________________


 


Title of Authorized Signatory: _______________________________________________


 


Date: ___________________________________________________________________


 






     


     


    

 


Annex B: Form of Global Warrants Request
Notice


 


GLOBAL WARRANTS REQUEST NOTICE


 


To: Computershare, Inc. and
Computershare Trust Company, N.A., collectively as Warrant Agent for Versus Systems Inc. (the “Company”)


 


The undersigned Holder of
Common Share Purchase Warrants (“Warrants”) in the form of Definitive Certificate issued by the Company hereby elects
to receive Global Warrants evidencing the Warrants held by the Holder as specified below:


 


1.   Name
of Holder of Warrants in form of Definitive Certificate: _____________________________


 


2.   Name
of Holder of Global Warrant (if different from name of Holder of Warrants in form of Definitive Certificate): ________________________________


 


3.   Number
of Warrants in name of Holder in form of Definitive Certificate: ___________________


 


4.   Number
of Warrants for which Global Warrants shall be issued: __________________


 


5.   Number
of Warrants in name of Holder in form of Definitive Certificate after issuance of Global Warrants, if any: ___________


 


6.   Global
Warrants shall be delivered pursuant to the following DWAC instructions:


______________________________


______________________________


______________________________


______________________________


 


The undersigned hereby acknowledges
and agrees that, in connection with this Global Warrants Exchange and the issuance of the Global Warrants, the Holder is deemed to have
surrendered the number of Warrants in form of Definitive Certificate in the name of the Holder equal to the number of Warrants evidenced
by the Global Warrants.


 


[SIGNATURE OF HOLDER]


 


Name of Investing Entity: __________________________________________________


 


Signature of Authorized Signatory of Investing
Entity: ___________________________


 


Name of Authorized Signatory: ______________________________________________


 


Title of Authorized Signatory: _______________________________________________


 


Date: ________________________________


 









     


     


    

 


Exhibit 1: Form
of Warrant Certificate