1.
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Complete and execute the first page following this instruction page.
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2.
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Complete the applicable schedule(s):
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A. |
Accredited Investors. If you are an accredited investor, complete and execute Schedule A - Certificate of Accredited Investor and if you select categories
(j), (k) and/or (l) under Schedule A, you must also complete Schedule A1 - Individual Accredited Investor Risk Acknowledgement Form.
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3.
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Pay the Purchase Price and Deliver this Agreement. This signed Agreement including all required Schedules should be sent to the Issuer along with the aggregate
Purchase Price payable in United States dollars by certified cheque, bank draft or wire transfer to:
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Wire Instructions:
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Issuer's Contact and Delivery Instructions:
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Routing Number: | 321 081 669 |
Delivery Address: 1558 West Hastings Street
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Account Number: |
80012401274 |
Vancouver, BC, V6G 3J4
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Name of Account: |
Versus Systems, Inc. |
Telephone Number: 604-719-5614
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Branch Address: | First Republic Bank |
Email Address: kchin@intrepidfinancial.ca
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111 Pine Street | ||
San Francisco, | ||
CA 94111 | ||
Swift Code: |
FRBBUS6S |
TO: VERSUS SYSTEMS INC. (the "Issuer")
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DATE: NOVEMBER 22, 2023
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Number of Securities: |
15,838,441
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Total Purchase Price:
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USD$ | 2,562,659.76 |
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1.
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the Subscriber either does not own any securities of the Issuer or beneficially owns (directly or indirectly), or exercises control or direction over the following securities:
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Common Shares |
0
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Other Securities |
0
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2.
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the Subscriber is ☐ / is not X (check one) an Insider (as defined on next page)
of the Issuer;
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3.
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the Subscriber is ☐ / is not X (check one) a Registrant (as defined on next
page);
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4.
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if a non-individual, the Subscriber has ☐ / does not have ☐ (check one) a Beneficial Owner (as defined on the next page) and, if it has a Beneficial Owner, the name and address of the Beneficial Owner is as follows:
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5.
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if signing as an agent for a principal and not deemed to be purchasing as a principal (as defined on the next page), the name and residential address of such principal is as follows:
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Subscriber’s Information and Signature
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Certificate Delivery Instructions
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(if different from the name and address given in the box to the left)
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Cronos Equity Capital Group, LLC
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(Name of Subscriber)
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Name of Contact:
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Account # (if applicable):
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/s/ Paul Feller
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Delivery Address:
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(Signature of Subscriber or Authorized Signatory)
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Authorized Partner Member
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(Name and Title of Authorized Signatory, if applicable)
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Telephone Number:
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Business Address
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E-mail Address:
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Residential Address: |
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1483 E Valley Road, Suite C22 |
Certificate Registration Instructions
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Montecito CA 93108 |
(if different from the name and address given in the box to the left)
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Name: | |||||
Telephone Number: | +1 805.889.7966 | Account # (if applicable): | |||
E-mail Address: | PFeller1@me.com | Registration Address: | |||
VERSUS SYSTEMS INC.
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November 22, 2023.
Execution Date
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Per:
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/s/ Matthew Pierce
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Authorized Signatory
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Matthew Pierce
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Versus Systems CEO
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DEFINITIONS:
1. "Beneficial Owner" means the ultimate control person who holds collectively, whether directly or indirectly, securities of the
Subscriber entitling such person to greater than 50% of the number of votes entitled to vote on an election of directors of the Subscriber (such level of securityholding referred to below as "Voting Control"). For this purpose
securities held by every "affiliate" of a person are considered to be held indirectly by the person. Persons are "affiliates" of each other as a result of one having Voting Control over the other, whether such Voting Control is
through the direct ownership of securities or indirectly through one or more other persons which are linked down through a chain of persons, each of which has Voting Control over the one below it. The person at the top of such chain
of persons is the ultimate control person referred to above. For the purposes of this definition "person" includes individuals, corporations, partnerships, limited partnerships, syndicates or other unincorporated forms of
organization.
2. "deemed to be purchasing as principal" means purchasing as principal under section 2.3 of NI 45-106 by virtue of being a trust
company or trust corporation described in paragraph (p) of, or by virtue of being a person described in paragraph (q) of, the definition "accredited investor" in section 1.1 of NI 45-106, and the Securities are being acquired by such
principal as principal.
3. "Insider" of an issuer, as defined in the Securities Act (British Columbia), means:
(a) a director or officer of the issuer;
(b) a director or officer of a person that is itself an insider or subsidiary of the issuer;
(c) a person that has (i) beneficial ownership of, or control or direction over, directly or indirectly or (ii) a combination beneficial ownership of, and
control or direction over, directly or indirectly, securities of the issuer carrying more than 10% of the voting rights attached to all the issuer’s outstanding voting securities, excluding, for the purpose of the calculation of the
percentage held, any securities held by the person as underwriter in the course of a distribution; or
(d) the issuer itself, if it has purchased, redeemed or otherwise acquired a security of its own issue, for so long as it continues to hold that security.
4. "NI 45-106" means National Instrument 45-106 of the Canadian Securities Administrators.
5. "Registrant" means a person registered or required to be registered under the Securities Act (British Columbia).
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SCHEDULE A
CERTIFICATE OF ACCREDITED INVESTOR
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1. |
he/she has read the Subscription Agreement to which this Schedule A is attached and understands that the offering of the Securities is being made on a prospectus exempt basis; and
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2. |
the Subscriber and, if applicable, the disclosed principal on whose behalf the Subscriber is purchasing the Securities, is an "accredited investor" as defined in NI 45-106, by virtue of satisfying one or more of the categories of
"accredited investor" set forth below, which the Subscriber has correctly marked (please note that additional categories of accredited investor are available for certain financial institutions, banks, governments, pension funds,
investments funds, trust companies and charities and a separate Certificate of Accredited Investor for those types of investors is available upon request to the Issuer):
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d. | _____ |
except in Ontario, a person registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer, |
d.1 | _____ |
in Ontario, a person or company registered under the securities legislation of a province or territory of Canada as an adviser or dealer, except as otherwise prescribed by the regulations,* |
e. | _____ |
an individual registered under the securities legislation of a jurisdiction of Canada as a representative of a person referred to in paragraph (d), |
e.1 | _____ |
an individual formerly registered under the securities legislation of a jurisdiction of Canada, other than an individual formerly registered solely as a representative of a limited market dealer under one or both of the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador), |
j. | _____ |
an individual who, either alone or with a spouse, beneficially owns financial assets①, having an aggregate realizable value that, before taxes, but net of any related liabilities②, exceeds Cdn$1,000,000, IF YOU INITIAL THIS CATEGORY, YOU MUST COMPLETE, INITIAL, AND SIGN THE RISK ACKNOWLEDGEMENT FORM ATTACHED AS SCHEDULE A1. |
j.1 | _____ |
an individual who beneficially owns financial assets①, having an aggregate realizable value that, before taxes but net of any related liabilities②, exceeds Cdn$5,000,000, |
k. | _____ |
an individual whose net income before taxes exceeded Cdn$200,000 in each of the two most recent calendar years or whose net income before taxes combined with that of a spouse exceeded Cdn$300,000 in each of the two most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year,③ IF YOU INITIAL THIS CATEGORY, YOU MUST COMPLETE, INITIAL, AND SIGN THE RISK ACKNOWLEDGEMENT FORM ATTACHED AS SCHEDULE A1. |
l. | _____ |
an individual who, either alone or with a spouse, has net assets④ of at least Cdn$5,000,000, IF YOU INITIALS THIS CATEGORY, YOU MUST COMPLETE, INITIAL, AND SIGN THE RISK ACKNOWLEDGEMENT FORM ATTACHED AS SCHEDULE A1. |
m. | _____ |
a person (including a corporate entity), other than an individual or investment fund, that has net assets of at least Cdn$5,000,000 as shown on its most recently prepared financial statements, |
q. | _____ |
a person (including a corporate entity) acting on behalf of a fully managed account⑤ managed by that person, if that person is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction, |
2 |
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t. |
/s/ PF
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a person (including a corporate entity) in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are persons that are accredited investors,⑥ |
u. | _____ |
an investment fund that is advised by a person registered as an adviser or a person that is exempt from registration as an adviser, |
w. | _____ |
a trust established by an accredited investor for the benefit of the accredited investor’s family members of which a majority of the trustees are accredited investors and all of the beneficiaries are the accredited investor’s spouse, a former spouse of the accredited investor or a parent, grandparent, brother, sister, child or grandchild of that accredited investor, of that accredited investor’s spouse or of that accredited investor’s former spouse; |
① |
For the purposes of NI 45-106 and this Certificate, the term "financial assets" means (a) cash; (b) securities or (c) a contract of insurance, a deposit or an evidence of a deposit that is not a security for the purposes of
securities legislation. These financial assets are generally liquid or relatively easy to liquidate. The value of the Subscriber's personal residence or other real
estate is not included in the calculations of financial assets.
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② |
For the purposes of NI 45-106 and this Certificate, the term "related liabilities" means (a) liabilities incurred or assumed for the purpose of financing the acquisition or ownership of financial assets, or (b) liabilities that
are secured by financial assets.
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③ |
Note that if the combined net income of both spouses does not exceed $300,000, but the net income of one of the spouses exceeds $200,000, only the spouse whose net income exceeds $200,000 qualifies as an accredited investor under
paragraph (k).
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④ |
The net asset test under paragraph (l) means all of the Subscriber's total assets minus all of the Subscriber's total liabilities. Accordingly, for the purposes of the net asset test, the calculation of total assets would include the
value of the Subscriber's personal residence and the calculation of total liabilities would include the amount of any liability (such as a mortgage) in respect of the Subscriber's personal residence. The value attributed to assets should
reasonably reflect their estimated fair value. Income tax should be considered a liability if the obligation to pay it is outstanding at the time of the distribution of the Securities to the Subscriber.
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⑤ |
For the purposes of NI 45-106 and this Certificate, the term "fully managed account" means an account of a client for which a person makes the investment decisions if that person has full discretion to trade in securities for
the account without requiring the client’s express consent to a transaction.
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⑥ |
In British Columbia, an indirect interest in a person means an economic interest in the person.
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* |
For the purposes of this Certificate, “regulations” means the regulations made under the Securities Act (Ontario) and, unless the context otherwise indicates, includes the rules made
under section 143 of said Act and orders, rulings and policies listed in the Schedule to said Act.
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DATED November 22, 2023.
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/s/ Paul Feller
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Signature of Subscriber
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Cronos Equity Capital Group, LLC
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Name of Subscriber | |
+1 805.889.7966 | |
Telephone Number of Subscriber
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SCHEDULE A1
INDIVIDUAL ACCREDITED INVESTOR RISK ACKNOWLEDGEMENT FORM
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WARNING!
This investment is risky. Do not invest unless you can afford to lose all the money you pay for this investment.
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Section 1 – TO BE COMPLETED BY THE ISSUER OR SELLING SECURITY HOLDER
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1. About your investment
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Type of Securities: Common Shares.
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Issuer: VERSUS SYSTEMS INC. (the “Issuer”)
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Purchased from: The Issuer
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Sections 2 to 4 – TO BE COMPLETED BY THE PURCHASER
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2. Risk acknowledgement
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This investment is risky. Initial that you understand that:
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Your Initials
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Risk of loss – You could lose your entire investment of $ ___________ [Insert total dollar amount of the Investment]
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/s/ PF
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Liquidity risk – You may not be able to sell your investments quickly – or at all.
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/s/ PF
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Lack of information – You may receive little or no information about your investment.
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/s/ PF
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Lack of advice – You will not receive advice from the salesperson about whether this investment is suitable for you unless the salesperson is registered. The salesperson is the person who meets
with, or provides information to, you about making this investment. To check whether the salesperson is registered, go to www.aretheyregistered.ca.
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/s/ PF
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3. Accredited investor status
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You must meet at least one of the following criteria to be able to make this investment. Initial the statement that applies to you. (You may initial more than one statement.) The person identified in section 6 is responsible for
ensuring that you meet the definition of accredited investor. That person, or the salesperson identified in section 5, can help you if you have questions about whether you meet these criteria.
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Your Initials
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• Your net income before taxes was more than $200,000 in each of the 2 most recent calendar years, and you expect it to be more than $200,000 in the current
calendar year. (You can find your net income before taxes on your personal income tax return.)
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/s/ PF | ||
• Your net income before taxes combined with your spouse’s was more than $300,000 in each of the 2 most recent calendar years, and you expect your combined net
income before taxes to be more than $300,000 in the current calendar year.
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• Either alone or with your spouse, you own more than $1 million in cash and securities, after subtracting any debt related to the cash and securities.
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• Either alone or with your spouse, you have net assets worth more than $5 million. (Your net assets are your total assets (including real estate) minus your
total debt.)
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4. Your name and signature
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By signing this form, you confirm that you have read this form and you understand the risks of making this investment as identified in this form.
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First and Last Name (please print): Paul Feller
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Signature:/s/ Paul Feller
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Date:11/22/23
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Section 5 – TO BE COMPLETED BY THE ISSUER
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5. For more information about this investment
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For more information about this investment/ the Issuer:
VERSUS SYSTEMS INC.
1558 West Hastings Street
Vancouver, BC, V6G 3J4
Kelsey Chin, Secretary
telephone: 604-719-5614
email: kchin@intrepidfinancial.ca
website: www.versussystems.com
For more information about prospectus exemptions, contact your local securities regulator. You can find contact information at www.securities-administrators.ca.
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1. |
The information in sections 1 and 5 must be completed before the purchaser completes and signs the form.
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2. |
The purchaser must sign this form. Each of the purchaser and the issuer or selling security holder must receive a copy of this form signed by the purchaser. The issuer or selling security
holder is required to keep a copy of this form for 8 years after the distribution.
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