Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

On October 7, 2024, Versus Systems Inc. (the "Company") entered into two agreements with ASPIS Cyber Technologies, Inc. ("ASPIS"). ASPIS, an affiliate of the Company's largest shareholder-Cronus Equity Capital Group, LLC ("CECG")-is a cloud-based mobile endpoint cyber security technology company for anti-tapping and anti-hacking within the government, finance, gaming and social media sectors. CEGC holds approximately 39.5% of the outstanding common shares of the Company based on the amount of Company common shares issued and outstanding as of August 12, 2024, without regard to the transactions described in this Current Report on Form 8-K. CEGC's managing member and its Schedule 13D appointee, which Schedule 13D, as may be amended, was originally filed with the Securities and Exchange Commission December 7, 2023, is the Chairman and a shareholder of ASPIS. One of the Company's directors-Luis Goldner-is a shareholder of ASPIS and serves on the board of directors of ASPIS.

The first agreement is a Technology License and Software Development Agreement (the "License Agreement"), entered into on October 7, 2024 and effective as of October 4, 2024, which provides for the Company to license its gamification, engagement and QR code technology (the "Versus Technology") to ASPIS for use in ASPIS's website business and for development of additional functionality for the Versus Technology. The second agreement is a Business Funding Agreement (the "Funding Agreement," and together with the License Agreement, the "Investment Documents")), entered into and effective October 7, 2024, which provides for ASPIS to make a $2,500,000 investment in the Company.

The Investment Documents are the basis of the Company's Compliance Plan that it submitted to The Nasdaq Capital Market ("Nasdaq") on October 7, 2024 (the "Company's Plan") outlining how the Company intends to regain compliance with Nasdaq's minimum shareholders' equity requirement (the "Required Amount") of at least $2,500,000 as outlined in Nasdaq Listing Rule 5550(b)(1). The Investment Documents are expected to allow the Company to exceed the Required Amount and maintain the Required Amount until at least September 30, 2025.

License Agreement

Pursuant to the License Agreement, the Company granted ASPIS a perpetual, non-exclusive, non-transferable (except as provided in the License Agreement) license to use the Versus Technology in ASPIS's website business that provides cybersecurity technology. ASPIS will pay for any required technology modifications, improvements and developments to the Versus Technology (the "Modified Technology") in addition to a license fee (the "License Fee") of $165,000 per month beginning in January 2025. The Company will retain ownership of the Modified Technology and ASPIS will hold an exclusive license to use the Modified Technology in the cybersecurity industry so long as ASPIS continues to pay the License Fee. The Company and ASPIS expect development of the Modified Technology to begin immediately. The License Agreement has an initial term of one (1) year with successive renewal terms of one (1) year each upon ASPIS's written approval, subject to earlier termination by the Company or ASPIS.

The License Agreement will be filed as an exhibit to the Company's next Quarterly Report on Form 10-Q and is incorporated herein by reference. The foregoing description of the License Agreement and the transactions contemplated thereby is qualified in its entirety by reference to the full text of the License Agreement.