Exhibit 4.1


 


PLACEMENT AGENCY AGREEMENT


 


December 7, 2022


 


Roth Capital Partners, LLC


888 San Clemente Drive, Suite 400


Newport Beach, CA 92660


 


Ladies and Gentlemen:


 


Introduction. Subject
to the terms and conditions herein (this “Agreement”), Versus Systems Inc., a British Columbia corporation (the “Company”),
hereby agrees to sell up to an aggregate of $2,100,000.00 of registered securities of the Company, including, but not limited to, common
shares, no par value per share (the “Common Shares”) (the Common Shares in this offering, the “Shares”),
pre-funded Common Share purchase warrants (the “Pre-Funded Warrants” and the Common Shares issuable upon exercise of
the Pre-Funded Warrants, the “Pre-Funded Warrant Shares”) and Common Share purchase warrants (the “Warrants”
and the Common Shares issuable upon exercise of the Warrants, the “Warrant Shares” and, together with the Shares, the
Pre-Funded Warrants and Pre-Funded Warrant Shares, the “Securities”) directly to various investors (each, an “Investor”
and, collectively, the “Investors”) through Roth Capital Partners, LLC (“Roth” or the “Placement
Agent”) as placement agent. The documents executed and delivered by the Company and the Investors in connection with the Offering
(as defined below), including, without limitation, a securities purchase agreement (the “Purchase Agreement”), shall
be collectively referred to herein as the “Transaction Documents.” The purchase price to the Investors for each Share
is $1.00 and for each Pre-Funded Warrant is $0.9999 and the exercise price to the Investors for each Common Share issuable upon exercise
of the Warrants is $1.10. The Placement Agent may retain other brokers or dealers to act as sub-agents or selected-dealers on its behalf
in connection with the Offering.


 


The Company hereby confirms
its agreement with the Placement Agent as follows:


 


Section 1. Agreement to
Act as Placement Agent.


 


(a) On
the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions
of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company
of the Securities pursuant to the Company’s registration statement on Form F-1 (File No. 333-267896) (the “Registration Statement”),
with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company,
the Placement Agent and the prospective Investors. The Placement Agent will act on a reasonable best-efforts basis and the Company agrees
and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective
Offering. Under no circumstances will the Placement Agent or any of its “Affiliates” (as defined below) be obligated to underwrite
or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the
Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective
offer to purchase Securities and the Company shall have the sole right to accept offers to purchase Securities and may reject any such
offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities
shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing
Date”). As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and
expenses set forth below:


 


(i) A
cash fee (the “Cash Fee”) equal to 7.0% of the gross proceeds received by the Company from the sale of the Securities
at the closing of the Offering (the “Closing”).


 






     


     


    

 


(ii) Warrants to
purchase up to a number of Common Shares equal to 3.5% of the number of Shares, Pre-Funded Warrant Shares and Warrant Shares issued
in the Offering (the “Placement Agent Warrants”) to Placement Agent or its designees. The Placement Agent
Warrants shall have substantially the same terms as the warrants issued to the Investors in the Offering. The Placement Agent
represents to the Company that the Placement Agent and its designees to whom Placement Agent Warrants will be issued are
“accredited investors” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act (as
defined below).


 


(iii) The
Company also agrees to reimburse the Placement Agent’ expenses (with supporting invoices/receipts) of $100,000 payable immediately
upon the Closing of the Offering.


 


(b) The
term of the Placement Agent exclusive engagement will be until the completion of the Offering (the “Exclusive Term”);
provided, however, that a party hereto may terminate the engagement with respect to itself at any time upon 10 days written
notice to the other parties. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification
and contribution contained herein and the Company’s obligations contained in the indemnification provisions will survive any expiration
or termination of this Agreement, and the Company’s obligation to pay fees actually earned and payable and to reimburse expenses
actually incurred and reimbursable pursuant to Section 1 hereof and which are permitted to be reimbursed under FINRA Rule 5110(g), will
survive any expiration or termination of this Agreement. Nothing in this Agreement shall be construed to limit the ability of the Placement
Agent or their Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other
business relationship with Persons (as defined below) other than the Company. As used herein (i) “Persons” 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 and (ii) “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 of 1933, as amended (the “Securities Act”).


 


Section 2. Representations,
Warranties and Covenants of the Company. The Company hereby represents, warrants and covenants to the Placement Agent as of the date
hereof, and as of each Closing Date, as follows:


 


(a) Securities
Law Filings. The Company has filed with the Securities and Exchange Commission (the “Commission”) the Registration
Statement under the Securities Act, which was initially filed on October 17, 2022 and declared effective on December 6, 2022 for the registration
of the Securities under the Securities Act. Following the determination of pricing among the Company and the prospective Investors introduced
to the Company by Placement Agent, the Company will file with the Commission pursuant to Rules 430A and 424(b) under the Securities Act,
and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a final prospectus
supplement relating to the placement of the Securities, their respective pricings and the plan of distribution thereof and will advise
the Placement Agent of all further information (financial and other) with respect to the Company required to be set forth therein. Such
registration statement, at any given time, including the exhibits thereto filed at such time, as amended at such time, is hereinafter
called the “Registration Statement”; such prospectus in the form in which it appears in the Registration Statement
at the time of effectiveness is hereinafter called the “Preliminary Prospectus”; and the final prospectus, in the form
in which it will be filed with the Commission pursuant to Rule 430A and/or Rule 424(b) (including the Preliminary Prospectus as it may
be amended or supplemented) is hereinafter called the “Final Prospectus.” The Registration Statement at the time it
originally became effective is hereinafter called the “Original Registration Statement.” Any reference in this Agreement
to the Registration Statement, the Original Registration Statement, the Preliminary Prospectus, or the Final Prospectus shall be deemed
to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”), if any, which
were or are filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), at any given time, as
the case may be; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement”
with respect to the Registration Statement, the Original Registration Statement, the Preliminary Prospectus, or the Final Prospectus shall
be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date
of the Preliminary Prospectus, or the Final Prospectus, as the case may be, deemed to be incorporated therein by reference. All references
in this Agreement to financial statements and schedules and other information which is “contained,” “included,”
“described,” “referenced,” “set forth” or “stated” in the Registration Statement, the
Preliminary Prospectus, or the Final Prospectus (and all other references of like import) shall be deemed to mean and include all such
financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement,
the Preliminary Prospectus, or the Final Prospectus, as the case may be. As used in this paragraph and elsewhere in this Agreement, “Time
of Sale Disclosure Package” means the Preliminary Prospectus, any subscription agreement between the Company and the Investors,
and any issuer free writing prospectus as defined in Rule 433 of the Act (each, an “Issuer Free Writing Prospectus”),
if any, that the parties hereto shall hereafter expressly agree in writing to treat as part of the Time of Sale Disclosure Package. The
term “any Prospectus” shall mean, as the context requires, the Preliminary Prospectus, the Final Prospectus, and any
supplement to either thereof. The Company has not received any notice that the Commission has issued or intends to issue a stop order
suspending the effectiveness of the Registration Statement or the use of the Preliminary Prospectus or intends to commence a proceeding
for any such purpose.


 






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(b) Assurances.
The Original Registration Statement, as amended, (and any further documents to be filed with the Commission) contains all exhibits and
schedules as required by the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at the time
it became effective, complied in all material respects with the Securities Act and the applicable Rules and Regulations and did not contain
any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements
therein not misleading. The Preliminary Prospectus, and the Final Prospectus, each as of its respective date, comply or will comply in
all material respects with the Securities Act and the applicable Rules and Regulations. Each of the Preliminary Prospectus and the Final
Prospectus, as amended or supplemented, did not and will not contain as of the date thereof any untrue statement of a material fact or
omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made,
not misleading. The Incorporated Documents, when they were filed with the Commission, conformed in all material respects to the requirements
of the Exchange Act and the applicable Rules and Regulations promulgated thereunder, and none of such documents, when they were filed
with the Commission, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements
therein (with respect to Incorporated Documents incorporated by reference in the Preliminary Prospectus or Final Prospectus), in light
of the circumstances under which they were made not misleading. No post-effective amendment to the Registration Statement reflecting any
facts or events arising after the date thereof which represent, individually or in the aggregate, a fundamental change in the information
set forth therein is required to be filed with the Commission. Except for this Agreement, there are no documents required to be filed
with the Commission in connection with the transaction contemplated hereby that (x) have not been filed as required pursuant to the Securities
Act or (y) will not be filed within the requisite time period. Except for this Agreement, there are no contracts or other documents required
to be described in the Preliminary Prospectus or Final Prospectus, or to be filed as exhibits or schedules to the Registration Statement,
which have not been described or filed as required.


 


(c) Offering
Materials. Neither the Company nor any of its directors and officers has distributed and none of them will distribute, prior to each
Closing Date, any offering material in connection with the offering and sale of the Securities other than the Time of Sale Disclosure
Package.


 


(d) Authorization;
Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated
by this Agreement and the Time of Sale Disclosure Package and otherwise to carry out its obligations hereunder and thereunder. The execution
and delivery of this Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby and under
the Preliminary Prospectus have been duly authorized by all necessary action on the part of the Company and no further action is required
by the Company, the Company’s Board of Directors (the “Board of Directors”) or the Company’s stockholders
in connection therewith other than in connection with the Required Approvals (as defined below). This Agreement has been duly executed
by the Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company
enforceable against the Company in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy,
insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally,
(ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii)
insofar as indemnification and contribution provisions may be limited by applicable law.


 






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(e) No
Conflicts. The execution, delivery and performance by the Company of this Agreement and the transactions contemplated pursuant to
the Time of Sale Disclosure Package, the issuance and sale of the Securities and the consummation by it of the transactions contemplated
hereby and thereby to which it is a party do not and will not (i) conflict with or violate any provision of the Company’s or any
Subsidiary’s certificate or articles of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with,
or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of
any Lien upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment,
acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument
(evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by
which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict
with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental
authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any
property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as could
not have or reasonably be expected to result in a Material Adverse Effect.


 


(f) Certificates.
Any certificate signed by an officer of the Company and delivered to the Placement Agent or to counsel for the Placement Agent
shall be deemed to be a representation and warranty by the Company to the Placement Agent as to the matters set forth therein.


 


(g) Reliance.
The Company acknowledges that the Placement Agent will rely upon the accuracy and truthfulness of the foregoing representations and
warranties and hereby consents to such reliance. 


 


(h) Forward-Looking
Statements. No forward-looking statements (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange
Act) contained in the Time of Sale Disclosure Package has been made or reaffirmed without a reasonable basis or has been disclosed other
than in good faith.


 


(i) Statistical
or Market-Related Data. Any statistical, industry-related and market-related data included or incorporated by reference in the Time
of Sale Disclosure Package, are based on or derived from sources that the Company reasonably and in good faith believes to be reliable
and accurate, and such data agree with the sources from which they are derived.


 


(j) FINRA
Affiliations. There are no affiliations with any FINRA member firm that is participating in the Offering among the Company’s
officers, directors or, to the knowledge of the Company, any five percent (5%) or greater stockholder of the Company.


 


(k) Representations
and Warranties Incorporated by Reference. Each of the representations and warranties (together with any related disclosure schedules
thereto) made to the Investors in the Purchase Agreement is hereby incorporated herein by reference (as though fully restated herein)
and is hereby made to, and in favor of, the Placement Agent.


 


Section 3. Delivery and
Payment. Each Closing shall occur at the offices of Ellenoff Grossman & Schole LLP, 1345 Avenue of the Americas, New York, New
York 10105 (“Placement Agent Counsel”) (or at such other place as shall be agreed upon by the Placement Agent and the
Company). Subject to the terms and conditions hereof, at each Closing payment of the purchase price for the Securities sold on such Closing
Date shall be made by Federal Funds wire transfer, against delivery of such Securities, and such Securities shall be registered in such
name or names and shall be in such denominations, as the Placement Agent may each request at least one business day before the time of
purchase (as defined below).


 


Deliveries of the documents
with respect to the purchase of the Securities, if any, shall be made at the offices of Placement Agent Counsel. All actions taken at
a Closing shall be deemed to have occurred simultaneously.


 






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Section 4. Covenants and
Agreements of the Company. The Company further covenants and agrees with the Placement Agent as follows:


 


(a) Registration
Statement Matters. The Company will advise the Placement Agent promptly after it receives notice thereof of the time when any amendment
to the Registration Statement has been filed or becomes effective or any supplement to the Preliminary Prospectus or the Final Prospectus
has been filed and will furnish the Placement Agent with copies thereof. The Company will file promptly all reports and any definitive
proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 14 or 15(d) of the
Exchange Act subsequent to the date of any Prospectus and for so long as the delivery of a prospectus is required in connection with the
Offering. The Company will advise the Placement Agent, promptly after it receives notice thereof (i) of any request by the Commission
to amend the Registration Statement or to amend or supplement any Prospectus or for additional information, and (ii) of the issuance by
the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or
any order directed at any Incorporated Document, if any, or any amendment or supplement thereto or any order preventing or suspending
the use of the Preliminary Prospectus or the Final Prospectus or any prospectus supplement or any amendment or supplement thereto or any
post-effective amendment to the Registration Statement, of the suspension of the qualification of the Securities for offering or sale
in any jurisdiction, of the institution or threatened institution of any proceeding for any such purpose, or of any request by the Commission
for the amending or supplementing of the Registration Statement or a Prospectus or for additional information. The Company shall use its
best efforts to prevent the issuance of any such stop order or prevention or suspension of such use.  If the Commission shall enter
any such stop order or order or notice of prevention or suspension at any time, the Company will use its best efforts to obtain the lifting
of such order at the earliest possible moment, or will file a new registration statement and use its best efforts to have such new registration
statement declared effective as soon as practicable.  Additionally, the Company agrees that it shall comply with the provisions of
Rules 424(b), 430A, 430B and 430C, as applicable, under the Securities Act, including with respect to the timely filing of documents
thereunder, and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) are received
in a timely manner by the Commission.


 


(b) Blue
Sky Compliance. The Company will cooperate with the Placement Agent and the Investors in endeavoring to qualify the Securities for
sale under the securities laws of such jurisdictions (United States and foreign) as the Placement Agent and the Investors may reasonably
request and will make such applications, file such documents, and furnish such information as may be reasonably required for that purpose,
provided the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any
jurisdiction where it is not now so qualified or required to file such a consent, and provided further that the Company shall not be required
to produce any new disclosure document. The Company will, from time to time, prepare and file such statements, reports and other documents
as are or may be required to continue such qualifications in effect for so long a period as the Placement Agent may reasonably request
for distribution of the Securities. The Company will advise the Placement Agent promptly of the suspension of the qualification or registration
of (or any such exemption relating to) the Securities for offering, sale or trading in any jurisdiction or any initiation or threat of
any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption,
the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.


 






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(c) Amendments
and Supplements to a Prospectus and Other Matters. The Company will comply with the Securities Act and the Exchange Act, and the rules
and regulations of the Commission thereunder, so as to permit the completion of the distribution of the Securities as contemplated in
this Agreement, the Incorporated Documents and any Prospectus. If during the period in which a prospectus is required by law to be delivered
in connection with the distribution of Securities contemplated by the Incorporated Documents or any Prospectus (the “Prospectus
Delivery Period”), any event shall occur as a result of which, in the judgment of the Company or in the opinion of the Placement
Agent or counsel for the Placement Agent, it becomes necessary to amend or supplement the Incorporated Documents or any Prospectus in
order to make the statements therein, in the light of the circumstances under which they were made, as the case may be, not misleading,
or if it is necessary at any time to amend or supplement the Incorporated Documents or any Prospectus or to file under the Exchange Act
any Incorporated Document to comply with any law, the Company will promptly prepare and file with the Commission, and furnish at its own
expense to the Placement Agent and to dealers, an appropriate amendment to the Registration Statement or supplement to the Registration
Statement, the Incorporated Documents or any Prospectus that is necessary in order to make the statements in the Incorporated Documents
and any Prospectus as so amended or supplemented, in the light of the circumstances under which they were made, as the case may be, not
misleading, or so that the Registration Statement, the Incorporated Documents or any Prospectus, as so amended or supplemented, will comply
with law. Before amending the Registration Statement or supplementing the Incorporated Documents or any Prospectus in connection with
the Offering, the Company will furnish the Placement Agent with a copy of such proposed amendment or supplement and will not file any
such amendment or supplement to which the Placement Agent reasonably objects.


 


(d) Copies
of any Amendments and Supplements to a Prospectus. The Company will furnish the Placement Agent, without charge, during the period
beginning on the date hereof and ending on the later of the last Closing Date of the Offering, as many copies of any Prospectus or prospectus
supplement and any amendments and supplements thereto, as the Placement Agent may reasonably request.


 


(e) Free
Writing Prospectus. The Company covenants that it will not, unless it obtains the prior written consent of the Placement Agent, make
any offer relating to the Securities that would constitute an Company Free Writing Prospectus or that would otherwise constitute a “free
writing prospectus” (as defined in Rule 405 of the Securities Act) required to be filed by the Company with the Commission or
retained by the Company under Rule 433 of the Securities Act. In the event that the Placement Agent expressly consents in writing to any
such free writing prospectus (a “Permitted Free Writing Prospectus”), the Company covenants that it shall (i) treat
each Permitted Free Writing Prospectus as an Company Free Writing Prospectus, and (ii) comply with the requirements of Rule 164 and 433
of the Securities Act applicable to such Permitted Free Writing Prospectus, including in respect of timely filing with the Commission,
legending and record keeping.


 


(f) Transfer
Agent. The Company will maintain, at its expense, a registrar and transfer agent for the Common Stock.


 


(g) Earnings
Statement. As soon as practicable and in accordance with applicable requirements under the Securities Act, but in any event not later
than 18 months after the last Closing Date, the Company will make generally available to its security holders and to the Placement Agent
an earnings statement, covering a period of at least 12 consecutive months beginning after the last Closing Date, that satisfies the provisions
of Section 11(a) and Rule 158 under the Securities Act.


 


(h) Periodic
Reporting Obligations. During the Prospectus Delivery Period, the Company will duly file, on a timely basis, with the Commission and
the Trading Market all reports and documents required to be filed under the Exchange Act within the time periods and in the manner required
by the Exchange Act.


 






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(i) Additional
Documents. The Company will enter into any subscription, purchase or other customary agreements as the Placement Agent or the
Investors deem necessary or appropriate to consummate the Offering, all of which will be in form and substance reasonably acceptable to
the Placement Agent and the Investors. The Company agrees that the Placement Agent may rely upon, and each is a third party beneficiary
of, the representations and warranties, and applicable covenants, set forth in any such purchase, subscription or other agreement with
Investors in the Offering.


 


(j) No
Manipulation of Price.  The Company will not take, directly or indirectly, any action designed to cause or result in,
or that has constituted or might reasonably be expected to constitute, the stabilization or manipulation of the price of any securities
of the Company.


 


(k) Acknowledgment.
The Company acknowledges that any advice given by the Placement Agent to the Company is solely for the benefit and use of the Board of
Directors of the Company and may not be used, reproduced, disseminated, quoted or referred to, without the Placement Agent’s prior written
consent.


 


(l) Announcement
of Offering. The Company acknowledges and agrees that the Placement Agent may, subsequent to the Closing, make public its involvement
with the Offering.


 


(m) Reliance
on Others. The Company confirms that it will rely on its own counsel and accountants for legal and accounting advice.


 


(n) Research
Matters. By entering into this Agreement, the Placement Agent does not provide any promise,
either explicitly or implicitly, of favorable or continued research coverage of the Company and the Company hereby acknowledges and agrees
that Roth’s selection as the placement agent for the Offering was in no way conditioned, explicitly or implicitly, on the Placement
Agent providing favorable or any research coverage of the Company. In accordance with FINRA Rule 2711(e), the parties acknowledge and
agree that the Placement Agent has not directly or indirectly offered favorable research, a specific rating or a specific price target,
or threatened to change research, a rating or a price target, to the Company or inducement for the receipt of business or compensation.


 


Section 5. Conditions
of the Obligations of the Placement Agent. The obligations of the Placement Agent hereunder shall be subject to the accuracy of the
representations and warranties on the part of the Company set forth in Section 2 hereof, in each case as of the date hereof and as of
each Closing Date as though then made, to the timely performance by each of the Company of its covenants and other obligations hereunder
on and as of such dates, and to each of the following additional conditions:


 


(a) Accountants’
Comfort Letter. On the date hereof, the Placement Agent shall have received, and the Company shall have caused to be delivered to
the Placement Agent, a letter from Ramirez Jimenez International CPAs (the independent registered public accounting firm of the Company),
addressed to the Placement Agent, dated as of the date hereof, in form and substance satisfactory to the Placement Agent. The letter shall
not disclose any change in the condition (financial or other), earnings, operations, business or prospects of the Company from that set
forth in the Incorporated Documents or the applicable Prospectus or prospectus supplement, which, in the Placement Agent’s sole judgment,
is material and adverse and that makes it, in the Placement Agent’s sole judgment, impracticable or inadvisable to proceed with the Offering
of the Securities as contemplated by such Prospectus.


 






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(b) Compliance
with Registration Requirements; No Stop Order; No Objection from the FINRA. Each Prospectus (in accordance with Rule 424(b)) and “free
writing prospectus” (as defined in Rule 405 of the Securities Act), if any, shall have been duly filed with the Commission,
as appropriate; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and
no proceeding for that purpose shall have been initiated or threatened by the Commission; no order preventing or suspending the use of
any Prospectus shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; no
order having the effect of ceasing or suspending the distribution of the Securities or any other securities of the Company shall have
been issued by any securities commission, securities regulatory authority or stock exchange and no proceedings for that purpose shall
have been instituted or shall be pending or, to the knowledge of the Company, contemplated by any securities commission, securities regulatory
authority or stock exchange; all requests for additional information on the part of the Commission shall have been complied with; and
the FINRA shall have raised no objection to the fairness and reasonableness of the placement terms and arrangements.


 


(c) Corporate
Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each
Prospectus, and the registration, sale and delivery of the Securities, shall have been completed or resolved in a manner reasonably satisfactory
to the Placement Agent’s counsel, and such counsel shall have been furnished with such papers and information as it may reasonably have
requested to enable such counsel to pass upon the matters referred to in this Section 5.


 


(d) No
Material Adverse Change. Subsequent to the execution and delivery of this Agreement and prior to each Closing Date, in the Placement
Agent’s sole judgment after consultation with the Company, there shall not have occurred any Material Adverse Effect or any material adverse
change or development involving a prospective material adverse change in the condition or the business activities, financial or otherwise,
of the Company from the latest dates as of which such condition is set forth in the Registration Statement and Prospectus (“Material
Adverse Change”).


 


(e) Opinions
of Counsel for the Company. The Placement Agent shall have received on each Closing Date the favorable opinion of U.S. legal counsel
to the Company, dated as of such Closing Date, including, without limitation, a negative assurance letter addressed to the Placement Agent
and in form and substance satisfactory to the Placement Agent and the favorable opinion of Canadian legal counsel to the Company dated
as of such Closing Date addressed to the Placement Agent and in form and substance satisfactory to the Placement Agent.


 


(f) Officers’
Certificate. The Placement Agent shall have received on each Closing Date a certificate of the Company, dated as of such Closing Date,
signed by the Chief Executive Officer and Chief Financial Officer of the Company, to the effect that, and the Placement Agent shall be
satisfied that, the signers of such certificate have reviewed the Registration Statement, the Incorporated Documents, the Final Prospectus
and this Agreement and to the further effect that:


 


(i) The
representations and warranties of the Company in this Agreement are true and correct, as if made on and as of such Closing Date, and the
Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to
such Closing Date;


 


(ii) No
stop order suspending the effectiveness of the Registration Statement or the use of any Prospectus has been issued and no proceedings
for that purpose have been instituted or are pending or, to the Company’s knowledge, threatened under the Securities Act; no order
having the effect of ceasing or suspending the distribution of the Securities or any other securities of the Company has been issued by
any securities commission, securities regulatory authority or stock exchange in the United States and no proceedings for that purpose
have been instituted or are pending or, to the knowledge of the Company, contemplated by any securities commission, securities regulatory
authority or stock exchange in the United States;


 






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(iii) When
the Registration Statement became effective, at the time of sale, and at all times subsequent thereto up to the delivery of such certificate,
the Registration Statement and the Incorporated Documents, if any, when such documents became effective or were filed with the Commission,
and any Prospectus, contained all material information required to be included therein by the Securities Act and the Exchange Act and
the applicable rules and regulations of the Commission thereunder, as the case may be, and in all material respects conformed to the requirements
of the Securities Act and the Exchange Act and the applicable rules and regulations of the Commission thereunder, as the case may be,
and the Registration Statement and the Incorporated Documents, if any, and any Prospectus, did not and do not include any untrue statement
of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading (provided, however, that the preceding representations and warranties
contained in this paragraph (iii) shall not apply to any statements or omissions made in reliance upon and in conformity with information
furnished in writing to the Company by the Placement Agent expressly for use therein) and, since the effective date of the Registration
Statement, there has occurred no event required by the Securities Act and the rules and regulations of the Commission thereunder to be
set forth in the Incorporated Documents which has not been so set forth; and


 


(iv) Subsequent
to the respective dates as of which information is given in the Registration Statement, the Incorporated Documents and any Prospectus,
there has not been: (a) any Material Adverse Change; (b) any transaction that is material to the Company and the Subsidiaries taken as
a whole, except transactions entered into in the ordinary course of business; (c) any obligation, direct or contingent, that is material
to the Company and the Subsidiaries taken as a whole, incurred by the Company or any Subsidiary, except obligations incurred in the ordinary
course of business; (d) any material change in the capital stock (except changes thereto resulting from the exercise of outstanding stock
options or warrants) or outstanding indebtedness of the Company or any Subsidiary; (e) any dividend or distribution of any kind declared,
paid or made on the capital stock of the Company; or (f) any loss or damage (whether or not insured) to the property of the Company or
any Subsidiary which has been sustained or will have been sustained which has a Material Adverse Effect.


 


(g) Stock
Exchange Listing. The Common Shares shall be registered under the Exchange Act and shall be listed on the Trading Market, and the
Company shall not have taken any action designed to terminate, or likely to have the effect of terminating, the registration of the
Common Shares under the Exchange Act or delisting or suspending from trading the Common Shares from the Trading Market, nor shall the
Company have received any information suggesting that the Commission or the Trading Market is contemplating terminating such registration
or listing.


 


(h) Bring-down
Comfort Letter.  On each Closing Date, the Placement Agent shall have received from Ramirez Jimenez International
CPAs, or such other independent registered public accounting firm of the Company, a letter dated as of such Closing Date, in form
and substance satisfactory to the Placement Agent, to the effect that they reaffirm the statements made in the letter furnished pursuant
to subsection (a) of this Section 5, except that the specified date referred to therein for the carrying out of procedures
shall be no more than two (2) business days prior to such Closing Date.


 


(i) Additional
Documents. On or before each Closing Date, the Placement Agent and counsel for the Placement Agent shall have received such information
and documents as they may reasonably require for the purposes of enabling them to pass upon the issuance and sale of the Securities as
contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of
the conditions or agreements, herein contained.


 


If any condition specified
in this Section 5 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Placement Agent by notice
to the Company at any time on or prior to a Closing Date, which termination shall be without liability on the part of any party to any
other party, except that Section 6 (Payment of Expenses), Section 7 (Indemnification and Contribution) and Section 8 (Representations
and Indemnities to Survive Delivery) shall at all times be effective and shall survive such termination.


 






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Section 6. Payment of
Expenses. The Company agrees to pay all costs, fees and expenses incurred by the Company in connection with the performance of its
obligations hereunder and in connection with the transactions contemplated hereby, including, without limitation: (i) all expenses incident
to the issuance, delivery and qualification of the Securities (including all printing and engraving costs); (ii) all fees and expenses
of the registrar and transfer agent of the Common Shares; (iii) all necessary issue, transfer and other stamp taxes in connection with
the issuance and sale of the Securities; (iv) all fees and expenses of the Company’s counsel, independent public or certified
public accountants and other advisors; (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping
and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts),
the Preliminary Prospectus, the Final Prospectus, and all amendments and supplements thereto, and this Agreement; (vi) all filing fees,
reasonable attorneys’ fees and expenses incurred by the Company or the Placement Agent in connection with qualifying or registering
(or obtaining exemptions from the qualification or registration of) all or any part of the Securities for offer and sale under the state
securities or blue sky laws or the securities laws of any other country, and, if requested by the Placement Agent, preparing and printing
a “Blue Sky Survey,” an “International Blue Sky Survey” or other memorandum, and any supplements
thereto, advising the Placement Agent of such qualifications, registrations and exemptions; (vii) if applicable, the filing fees incident
to the review and approval by the FINRA of the Placement Agent’s participation in the offering and distribution of the Securities; (viii)
the fees and expenses associated with including the Shares and Warrant Shares on the Trading Market; (ix) all costs and expenses incident
to the travel and accommodation of the Company’s and the Placement Agent’s employees on the “roadshow,” if any;
and (x) all other fees, costs and expenses referred to in Part II of the Registration Statement.


 


Section 7. Indemnification
and Contribution.


 


(a) The Company
agrees to indemnify and hold harmless the Placement Agent, its affiliates and each person controlling the Placement Agent (within the
meaning of Section 15 of the Securities Act), and the directors, officers, agents and employees of the Placement Agent, their affiliates
and each such controlling person (the Placement Agent, and each such entity or person. an “Indemnified Person”) from
and against any losses, claims, damages, judgments, assessments, costs and other liabilities (collectively, the “Liabilities”),
and shall reimburse each Indemnified Person for all fees and expenses (including the reasonable fees and expenses of one counsel for all
Indemnified Persons, except as otherwise expressly provided herein) (collectively, the “Expenses”) as they are incurred
by an Indemnified Person in investigating, preparing, pursuing or defending any Actions, whether or not any Indemnified Person is a party
thereto, (i) caused by, or arising out of or in connection with, any untrue statement or alleged untrue statement of a material fact contained
in the Registration Statement, any Incorporated Document, or any Prospectus or by any omission or alleged omission to state therein a
material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (other
than untrue statements or alleged untrue statements in, or omissions or alleged omissions from, information relating to an Indemnified
Person furnished in writing by or on behalf of such Indemnified Person expressly for use in the Incorporated Documents) or (ii) otherwise
arising out of or in connection with advice or services rendered or to be rendered by any Indemnified Person pursuant to this Agreement,
the transactions contemplated thereby or any Indemnified Person’s actions or inactions in connection with any such advice, services or
transactions; provided, however, that, in the case of clause (ii) only, the Company shall not be responsible for any Liabilities
or Expenses of any Indemnified Person that are finally judicially determined to have resulted solely from such Indemnified Person’s (x)
gross negligence or willful misconduct in connection with any of the advice, actions, inactions or services referred to above or (y) use
of any offering materials or information concerning the Company in connection with the offer or sale of the Securities in the Offering
which were not authorized for such use by the Company and which use constitutes gross negligence or willful misconduct. The Company also
agrees to reimburse each Indemnified Person for all Expenses as they are incurred in connection with enforcing such Indemnified Person’s
rights under this Agreement.


 






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(b) Upon
receipt by an Indemnified Person of actual notice of an Action against such Indemnified Person with respect to which indemnity may be
sought under this Agreement, such Indemnified Person shall promptly notify the Company in writing; provided that failure by any Indemnified
Person so to notify the Company shall not relieve the Company from any liability which the Company may have on account of this indemnity
or otherwise to such Indemnified Person, except to the extent the Company shall have been prejudiced by such failure. The Company shall,
if requested by the Placement Agent, assume the defense of any such Action including the employment of counsel reasonably satisfactory
to the Placement Agent, which counsel may also be counsel to the Company. Any Indemnified Person shall have the right to employ separate
counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of
such Indemnified Person unless: (i) the Company has failed promptly to assume the defense and employ counsel or (ii) the named parties
to any such Action (including any impeded parties) include such Indemnified Person and the Company, and such Indemnified Person shall
have been advised in the reasonable opinion of counsel that there is an actual conflict of interest that prevents the counsel selected
by the Company from representing both the Company (or another client of such counsel) and any Indemnified Person; provided that the Company
shall not in such event be responsible hereunder for the fees and expenses of more than one firm of separate counsel for all Indemnified
Persons in connection with any Action or related Actions, in addition to any local counsel. The Company shall not be liable for any settlement
of any Action effected without its written consent (which shall not be unreasonably withheld). In addition, the Company shall not, without
the prior written consent of the Placement Agent (which shall not be unreasonably withheld), settle, compromise or consent to the entry
of any judgment in or otherwise seek to terminate any pending or threatened Action in respect of which indemnification or contribution
may be sought hereunder (whether or not such Indemnified Person is a party thereto) unless such settlement, compromise, consent or termination
includes an unconditional release of each Indemnified Person from all Liabilities arising out of such Action for which indemnification
or contribution may be sought hereunder. The indemnification required hereby shall be made by periodic payments of the amount thereof
during the course of the investigation or defense, as such expense, loss, damage or liability is incurred and is due and payable.


 


(c) In
the event that the foregoing indemnity is unavailable to an Indemnified Person other than in accordance with this Agreement, the Company
shall contribute to the Liabilities and Expenses paid or payable by such Indemnified Person in such proportion as is appropriate to reflect
(i) the relative benefits to the Company, on the one hand, and to the Placement Agent and any other Indemnified Person, on the other hand,
of the matters contemplated by this Agreement or (ii) if the allocation provided by the immediately preceding clause is not permitted
by applicable law, not only such relative benefits but also the relative fault of the Company, on the one hand, and the Placement Agent
and any other Indemnified Person, on the other hand, in connection with the matters as to which such Liabilities or Expenses relate, as
well as any other relevant equitable considerations; provided that in no event shall the Company contribute less than the amount necessary
to ensure that all Indemnified Persons, in the aggregate, are not liable for any Liabilities and Expenses in excess of the amount of fees
actually received by the Placement Agent pursuant to this Agreement. For purposes of this paragraph, the relative benefits to the Company,
on the one hand, and to the Placement Agent on the other hand, of the matters contemplated by this Agreement shall be deemed to be in
the same proportion as (a) the total value paid or contemplated to be paid to or received or contemplated to be received by the Company
in the transaction or transactions that are within the scope of this Agreement, whether or not any such transaction is consummated, bears
to (b) the fees paid to the Placement Agent under this Agreement. Notwithstanding the above, no person guilty of fraudulent misrepresentation
within the meaning of Section 11(f) of the Securities Act, as amended, shall be entitled to contribution from a party who was not guilty
of fraudulent misrepresentation.


 


(d) The
Company also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise)
to the Company for or in connection with advice or services rendered or to be rendered by any Indemnified Person pursuant to this Agreement,
the transactions contemplated thereby or any Indemnified Person’s actions or inactions in connection with any such advice, services or
transactions except for Liabilities (and related Expenses) of the Company that are finally judicially determined to have resulted solely
from such Indemnified Person’s gross negligence or willful misconduct in connection with any such advice, actions, inactions or services.




 






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(e) The
reimbursement, indemnity and contribution obligations of the Company set forth herein shall apply to any modification of this Agreement
and shall remain in full force and effect regardless of any termination of, or the completion of any Indemnified Person’s services under
or in connection with, this Agreement.


 


Section 8. Representations
and Indemnities to Survive Delivery. The respective indemnities, agreements, representations, warranties and other statements of the
Company or any person controlling the Company, of its officers, and of the Placement Agent set forth in or made pursuant to this Agreement
will remain in full force and effect, regardless of any investigation made by or on behalf of the Placement Agent, the Company, or any
of its or their partners, officers or directors or any controlling person, as the case may be, and will survive delivery of and payment
for the Securities sold hereunder and any termination of this Agreement. A successor to the Placement Agent, or to the Company, its directors
or officers or any person controlling the Company, shall be entitled to the benefits of the indemnity, contribution and reimbursement
agreements contained in this Agreement.


 


Section 9. Notices.
All communications hereunder shall be in writing and shall be mailed, hand delivered or e-mailed and confirmed to the parties hereto as
follows:


 


If to Roth to the address set forth above, attention:
Aaron Gurewitz, email: ecm@roth.com


 


With a copy to: 


 


Ellenoff Grossman & Schole LLP


1345 Avenue of the Americas, 11th Floor


New York, New York 10105


E-mail: capmkts@egsllp.com


 


If to the Company:


 


Versus Systems Inc.


1558 West Hastings Street


Vancouver, British Columbia V6G 3J4 Canada


e-mail: pierce@versussystems.com


Attention: Matthew Pierce, CEO


 


With a copy to: 


 


Pryor Cashman LLP


7 Times Square


New York, New York 10036-6569


e-mail: Ali.Panjwani@pryorcashman.com


Attention: M. Ali Panjwani


 


Any party hereto may change
the address for receipt of communications by giving written notice to the others.


 


Section 10. Successors.
This Agreement will inure to the benefit of and be binding upon the parties hereto, and to the benefit of the employees, officers and
directors and controlling persons referred to in Section 7 hereof, and to their respective successors, and personal representative, and
no other person will have any right or obligation hereunder.


 


Section 11. Partial Unenforceability.
The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability
of any other section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined
to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to
make it valid and enforceable.


 






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Section 12. Governing
Law Provisions. This Agreement shall be deemed to have been made and delivered in New York City and both this engagement letter and
the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect and in all other respects
by the internal laws of the State of New York, without regard to the conflict of laws principles thereof. The Placement Agent and the
Company: (i) agrees that any legal suit, action or proceeding arising out of or relating to this engagement letter and/or the transactions
contemplated hereby shall be instituted exclusively in New York Supreme Court, County of New York, or in the United States District Court
for the Southern District of New York, (ii) waives any objection which it may have or hereafter to the venue of any such suit, action
or proceeding, and (iii) irrevocably consents to the jurisdiction of the New York Supreme Court, County of New York, and the United States
District Court for the Southern District of New York in any such suit, action or proceeding. The Placement Agent and the Company further
agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New
York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service
of process upon the Company mailed by certified mail to the Company’s address shall be deemed in every respect effective service
of process upon the Company, in any such suit, action or proceeding, and service of process upon the Placement Agent mailed by certified
mail to the Placement Agent’s address shall be deemed in every respect effective service process upon the Placement Agent, in any
such suit, action or proceeding. Notwithstanding any provision of this engagement letter to the contrary, the Company agrees that neither
the Placement Agent nor their affiliates, and the respective officers, directors, employees, agents and representatives of the Placement
Agent, their affiliates and each other person, if any, controlling the Placement Agent or any of their affiliates, shall have any liability
(whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement and transaction
described herein except for any such liability for losses, claims, damages or liabilities incurred by us that are finally judicially determined
to have resulted from the willful misconduct or gross negligence of such individuals or entities. If either party shall commence an action
or proceeding to enforce any provision of this Agreement, then the prevailing party in such action or proceeding shall be reimbursed by
the other party for its reasonable attorney’s fees and other costs and expenses incurred with the investigation, preparation and
prosecution of such action or proceeding.


 


Section 13. General Provisions.


 


(a) This
Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous
oral agreements, understandings and negotiations with respect to the subject matter hereof. Notwithstanding anything herein to the contrary,
the Engagement Agreement, dated July 13, 2022 (“Engagement Agreement”), between the Company and Roth shall continue
to be effective and the terms therein shall continue to survive and be enforceable by Roth in accordance with its terms, provided that,
in the event of a conflict between the terms of the Engagement Agreement and this Agreement, the terms of this Agreement shall prevail.
This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties
hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant
to benefit. Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation
of this Agreement.


 


(b) The
Company acknowledges that in connection with the offering of the Securities: (i) the Placement Agent has acted at arms length, is not
agent of, and owe no fiduciary duties to the Company or any other person, (ii) the Placement Agent owe the Company only those duties and
obligations set forth in this Agreement and (iii) the Placement Agent may have interests that differ from those of the Company. The Company
waives to the full extent permitted by applicable law any claims it may have against the Placement Agent arising from an alleged breach
of fiduciary duty in connection with the offering of the Securities.


 


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left blank.]


 




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If the foregoing is in accordance
with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts hereof, shall become
a binding agreement in accordance with its terms.


 


	 	Very truly yours,
	 	 
	 	VERSUS SYSTEMS Inc.,
	 	a British Columbia corporation
	 	 	 	 
	 	By:	
	 	 	Name:	
	 	 	Title:	 



 


The foregoing Placement Agency
Agreement is hereby confirmed and accepted as of the date first above written.


 


	Roth Capital Partners, LLC	 
	 	 	 
	By:	 	 
	 	Name: 	 	 
	 	Title:	 	 



 


 


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