VersaBank — Regulatory Filings 2021

Aug 17, 2021

APPENDIX C TO NATIONAL INSTRUMENT 41-101 GENERAL PROSPECTUS REQUIREMENTS

NON-ISSUER FORM OF SUBMISSION TO JURISDICTION AND APPOINTMENT OF AGENT FOR SERVICE OF PROCESS

1. Name of issuer (the "Issuer"):

VersaBank

1. Jurisdiction of incorporation, or equivalent, of Issuer:

The Bank Act (Canada)

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1. Address of principal place of business of Issuer:

Suite 2002, 140 Fullarton Street, London, Ontario N6A 5P2

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1. Description of securities (the "Securities"):

Debt Securities (unsubordinated indebtedness), Debt Securities (subordinated indebtedness), Common Shares, Preferred Shares, Subscription Receipts, Warrants

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1. Date of the prospectus (the "Prospectus") under which the Securities are offered: August 16, 2021

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1. Name of person filing this form (the "Filing Person"):

Thomas Hockin

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1. Filing Person’s relationship to Issuer:

Chairman of the Board

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1. Jurisdiction of incorporation, or equivalent, of Filing Person, if applicable, or jurisdiction of residence of Filing Person:

Rancho Mirage, California, United States

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1. Address of principal place of business of Filing Person:

Rancho Mirage, California, United States

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1. Name of agent for service of process (the "Agent"):

VersaBank

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1. Address for service of process of Agent in Canada:

Suite 2002, 140 Fullarton Street, London, Ontario N6A 5P2

1. The Filing Person designates and appoints the Agent at the address of the Agent stated above as its agent upon whom may be served any notice, pleading, subpoena, summons or other process in any action, investigation or administrative, criminal, quasi-criminal, penal or other proceeding (the "Proceeding") arising out of, relating to or concerning the distribution of the Securities made or purported to be made under the Prospectus, and irrevocably waives any right to raise as a defence in any such Proceeding any alleged lack of jurisdiction to bring the Proceeding.

2. The Filing Person irrevocably and unconditionally submits to the non-exclusive jurisdiction of:

• (a) the judicial, quasi-judicial and administrative tribunals of each of the provinces and territories of Canada in which the Securities are distributed under the Prospectus; and

• (b) any administrative proceeding in any such province or territory, in any Proceeding arising out of or related to or concerning the distribution of the Securities made or purported to be made under the Prospectus.

1. Until six years after completion of the distribution of the Securities made under the Prospectus, the Filing Person shall file a new submission to jurisdiction and appointment of agent for service of process in this form at least 30 days before termination of this submission to jurisdiction and appointment of agent for service of process.

2. Until six years after completion of the distribution of the Securities under the Prospectus, the Filing Person shall file an amended submission to jurisdiction and appointment of agent for service of process at least 30 days before a change in the name or address of the Agent.

3. This submission to jurisdiction and appointment of agent for service of process shall be governed by and construed in accordance with the laws of British Columbia.

[signature pages follow]

Dated and signed: August 16, 2021

By: (signed) “Thomas Hockin” Name: Thomas Hockin Title: Chairman of the Board

AGENT

The undersigned accept the appointment as agent for service of process of Thomas Hockin under the terms and conditions of the appointment of agent for service of process stated above.

Dated: August 16, 2021

VersaBank

By: (signed) “Shawn Clarke” Name: Shawn Clarke Title: Chief Financial Officer