Exhibit 1.1

Execution Version

AGENCY AGREEMENT

June 9, 2021

LOGIQ, INC.
85 Broad Street, 16-079

New York, NY

United States

Attention: Brett Suen, Chairman and President

Research Capital Corporation (the “Agent”) understands that Logiq, Inc. (the “Company”) proposes to issue and sell (the “Offering”) at the Time of Closing (as defined below) a minimum of 1,666,667 units of securities of the Company (“Units”), and a maximum of 3,333,333 Units, at a price of $3.00 per Unit (the “Unit Offering Price”), for minimum gross proceeds of $5,000,000 (the “Minimum Offering”) and maximum gross proceeds of $10,000,000 (the “Maximum Offering”) and further that the Company wishes to appoint the Agent as agent for the Offering on an exclusive basis as set forth in this Agreement.

Each Unit will be comprised of one share of common stock in the capital of the Company (each, a “Common Share”, and the Common Share included in a Unit being a “Unit Share”) and one Common Share purchase warrant (each, a “Warrant”), with each whole Warrant entitling the holder thereof to acquire one Common Share (each, a “Warrant Share”) at an exercise price of $3.50 per Warrant Share at any time before the third anniversary of the Closing Date (as defined below) (the “Warrant Expiry Date”). The Warrants will be governed by a warrant indenture (the “Warrant Indenture”) to be entered into on or before the Closing Date between the Company and Odyssey Trust Company. The Units will be immediately separated into Unit Shares and Warrants upon issuance.

In addition, the Company also grants the Agent an option (the “Over-Allotment Option”) exercisable in whole or in part, at the sole discretion of the Agent, at any time up to 30 days following the Closing Date, to purchase from the Company: (i) up to such additional number of Units (the “Over-Allotment Units”) as is equal to 15% of the number of Units sold under the Offering (the “Over-Allotment Number”) at the Unit Offering Price; (ii) up to such number of additional Warrants (the “Over-Allotment Warrants”) as is equal to 15% of the number of Warrants comprising the Units sold under the Offering at $0.4898 per Over-Allotment Warrant; (iii) up to such number of additional Common Shares (the “Over-Allotment Unit Shares”) as is equal to 15% of the number of Common Shares comprising the Units sold under the Offering at $2.5102 per Over-Allotment Unit Share; or (iv) any combination of Over-Allotment Units, Over-Allotment Warrants and Over-Allotment Unit Shares (collectively, the “Over-Allotment Securities”), so long as the aggregate number of Over-Allotment Units, Over-Allotment Warrants and Over-Allotment Unit Shares does not comprise together more than what is included in the Over-Allotment Number of Over-Allotment Units.

The Units and the Over-Allotment Securities are collectively referred to as the “Offered Securities”.

The Offered Securities will be distributed in each of the provinces of Canada except Québec by the Agent pursuant to the Final Prospectus (defined below). All offers and sales of Offered Securities will be made outside the United States and not to, or for the account or benefit of, U.S. Persons in Offshore Transactions in compliance with the exclusion from the registration requirements provided by Rule 903 of Regulation S.

Upon and subject to the terms and conditions set out herein, the Company hereby appoints the Agent, and the Agent agrees, to act as the Company’s exclusive agent and to use their best efforts to solicit subscriptions for the Units. For greater certainty, it is understood that the obligations of the Agent with respect to the sale of the Units will be limited to their best efforts, with no undertaking, express or implied, nor commitment of the Agent to purchase or arrange for the purchase of any Offered Securities, although the Agent may, at its sole discretion, subscribe for and purchase Offered Securities.

In consideration for their services hereunder, the Company agrees to pay to the Agent the commission, fees and other consideration set forth in this Agreement.

The following are the terms and conditions of the agreement between the Company and the Agent:

TERMS AND CONDITIONS

Section 1 Definitions and Principles of Interpretation

“Advisory Fee Units” has the meaning given to it in the Final Prospectus;

“affiliate” has the meaning given to it in section 1.2 of National Instrument 45-106 – Prospectus and Registration Exemptions;

“Agency Fee” has the meaning given to it in Section 14 of this Agreement;

“Agent” has the meaning given to them in the first paragraph of this Agreement;

“Agent’s Counsel” means McCarthy Tétrault LLP;

“Agent Options” has the meaning given to it in Section 14 of this Agreement;

“Agreement” means this agency agreement, as it may be amended modified or supplemented from time to time in accordance with its terms;

“Anti-Money Laundering Law” has the meaning given to it in Section 8(1)(s) of this Agreement;

“Applicable Securities Laws” means, collectively, and as the context may require, (i) all applicable securities Laws of each of the Canadian Offering Jurisdictions, together with the published regulations, rules, rulings and orders made under those securities Laws and forms prescribed thereunder together with all the applicable published policy statements, blanket orders and rulings of multilateral or national instruments and similar instruments issued or adopted by the Securities Commissions; and (ii) the securities Laws of each other relevant jurisdiction together with applicable published policy statements of the Securities Commission of such other relevant jurisdictions;

“Business Day” means any day other than: (i) a Saturday or a Sunday, or (ii) a day on which Canadian chartered banks in Toronto, Ontario are not open for commercial banking business during normal banking hours;

“Canadian Securities Laws” means, collectively, and, as the context may require, Canadian Applicable Securities Laws;

“Claim” has the meaning given to it in Section 16 of this Agreement;

“Closing Date” means June 17, 2021 or such other date(s) as the Company and the Agent may agree upon;

“Closing” means the completion of the issue and sale by the Company of the Offered Securities pursuant to this Agreement;

“Common Shares” has the meaning given to it in the second paragraph of this Agreement;

“Company” has the meaning given to it in the first paragraph of this Agreement;

“Company’s Counsel” means Miller Thomson LLP;

“Company’s U.S. Counsel” means Procopio, Cory, Hargreaves & Savitch LLP;

“Constating Documents” means the articles of incorporation, by-laws and other constating documents of the Company, each as amended or restated from time to time;

“Contract” means any written or oral agreement, indenture, contract, lease, sublease, deed of trust, licence, option, or other legally enforceable obligation of or in favour of the applicable Person;

“distribution” means for the purposes of Canadian Securities Laws or any of them, distribution or distribution to the public, as the case may be;

“EDGAR” means Electronic Data Gathering Analysis and Retrieval System;

“Employee Plans” means any (i) pension, retirement, deferred compensation, savings, profit-sharing, stock option, stock purchase, bonus, incentive, vacation pay, severance pay, supplemental unemployment benefit, employee assistance, death benefit or other employee or post-retirement benefit plan, trust, arrangement, contract, agreement, policy or commitment from which present or former employees, officers and directors, individuals working on contract with the Company or its subsidiaries or individuals providing services to the Company or its subsidiaries of a kind normally performed by employees benefit or have the potential to benefit, or (ii) group or individual insurance policy or coverage (including self-insured coverage) for accident and sickness or life insurance (including any individual insurance policy under which any present or former employee, officer or director of the Company or any of its subsidiaries, as applicable, is the named insured and as to which the Company or any of its subsidiaries makes premium payments, whether or not the Company or any of its subsidiaries is the owner, beneficiary or both of that policy), or other insured or covered expense reimbursement coverage, from which present or former employees, officers or directors of the Company or any of its subsidiaries benefit or have the potential to benefit;

“Environmental Laws” has the meaning given to it in Section 8(1)(r) of this Agreement;

“Financial Information” means (i) the audited annual financial statements of the Company for the fiscal years ended December 31, 2020, December 31, 2019 and December 31, 2018, together with the related auditors’ reports thereon and the notes thereto,(ii) the audited annual financial statements of Push for the fiscal year ended December 31, 2019 with the related auditors’ reports thereon and the notes thereto, and (iii) the proforma financial statements of the Company and Push for the 12 month period ended December 31, 2019, as included in the Offering Documents;

“Governmental Authority” means any (i) multinational, federal, provincial, state, municipal, local or other governmental or public department, court, commission, board, bureau, agency or instrumentality, domestic or foreign; (ii) any subdivision or authority of any of the foregoing; (iii) any quasi-governmental, self-regulatory organization or private body exercising any regulatory, expropriation or taxing authority under or for the account of its members or any of the above (including the NEO Exchange and the OTC; or (iv) any arbitrator exercising jurisdiction over the affairs of the applicable person, asset, obligation or other matter;

“including” means including without limitation and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it;

“Indemnified Party” and “Indemnified Parties” have the meanings given to those terms in Section 16 of this Agreement;

“Intellectual Property” has the meaning given to it in Section 8(1)(q) of this Agreement;

“IT Systems” has the meaning given to it in Section 8(1)(r) of this Agreement;

“Law” means any federal, provincial, state or municipal law, statute, ordinance, regulation, rule, by-law, judgment, decree, order or award of any Governmental Authority of competent jurisdiction;

“Liens” means any encumbrance or title defect of whatever kind or nature, regardless of form, whether or not registered or registrable and whether or not consensual or arising by law (statutory or otherwise), including any mortgage, lien, charge, pledge or security interest, whether fixed or floating, or any assignment, lease, option, right of pre-emption, privilege, encumbrance, easement, hypothec, pledge, title retention agreement, reservation of title, servitude, right of way, restrictive covenant, right of use or any matter capable of registration against title or any other right or claim of any kind or nature whatever which affects ownership or possession of, or title to, any interest in, or the right to use or occupy property or assets;

“marketing materials” has the meaning given in NI 41-101;

“Material Adverse Effect” means the effect resulting from any event or change which has a material and adverse effect on the business, affairs, capital, operations or assets (including assets in which the Company has a direct or indirect economic interest) of the Company, considered on a consolidated basis;

“material change” has the meaning ascribed to such term in NI 51-102;

“material fact” means a material fact for the purposes of Canadian Securities Laws or any of them, or where undefined under the Canadian Securities Laws of an Offering Jurisdiction means a fact that would reasonably be expected to have a significant effect on the market price or value of the Common Shares;

“misrepresentation” has the meaning given to it in Canadian Securities Laws;

“MI 11-102” means Multilateral Instrument 11-102 Passport System;

“NI 41-101” means National Instrument 41-101 General Prospectus Requirements;

“NI 51-102” means National Instrument 51-102 Continuous Disclosure Obligations;

“NI 52-109” means National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings;

“Over-Allotment Number” has the meaning given to it in the third paragraph of this Agreement;

“Over-Allotment Option” has the meaning given to it in the third paragraph of this Agreement;

“Over-Allotment Securities” has the meaning given to it in the third paragraph of this Agreement;

“Offering” has the meaning given to it in the first paragraph of this Agreement;

“Offering Documents” means, collectively, the Preliminary Prospectus, the Final Prospectus, any Prospectus Amendment, and any Supplemental Material;

“Offering Jurisdictions” means the Qualifying Jurisdictions and certain non-Canadian jurisdictions;

“Offered Securities” has the meaning given to it in the fourth paragraph of this Agreement;

“Offshore Transaction” means an “offshore transaction” as that term is defined in Rule 902(h) of Regulation S;

“OTCQX” means the OTCQX tier of the OTC Markets Group;

“Person” or “person” means a natural person, partnership, limited partnership, limited liability partnership, syndicate, sole proprietorship, corporation or company (with or without share capital), limited liability company, trust, unincorporated association, joint venture or other entity or authority;

“Personal Data” has the meaning given to it in Section 8(1)(r) of this Agreement;

“Preliminary Prospectus”, and “Final Prospectus” mean, respectively, the preliminary prospectus of the Company dated January 27, 2021, and the (final) prospectus of the Company dated the date hereof, relating to, inter alia, the distribution of the Offered Securities and the Offering;

“Prospectus Amendment” means any amendment to any or all of the Preliminary Prospectus, or the Final Prospectus required to be prepared and filed by the Company under Canadian Securities Laws in connection with the Offering;

“Prospectus” means, collectively, the Preliminary Prospectus and Final Prospectus;

“provide” or “provided”, in the context of sending or making available marketing materials to a potential purchaser of Units, has the meaning given in NI 41-101;

“Push” means Push Holdings, Inc.;

“Purchasers” means the purchasers of the Offered Securities;

“Qualifying Jurisdictions” means, collectively, each of the provinces of Canada except Québec;

“Registration Statement” means the registration statement on Form S-3 (File No.333-248069) filed with and declared effective by the SEC, and, except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in the U.S. Prospectus Supplement subsequently filed with the SEC pursuant to Rule 424(b) under the U.S. Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the U.S. Securities Act;

“Regulation S” means Regulation S adopted by the SEC under the U.S. Securities Act;

“SEC” means the U.S. Securities and Exchange Commission;

“Securities Commissions” means, collectively, the securities commissions or similar regulatory authorities in each of the Qualifying Jurisdictions and each other relevant jurisdiction and “Securities Commission” means a securities commission or other securities regulatory authority in any one Qualifying Jurisdiction or other relevant jurisdiction, as the context may require;

“SEDAR” means the System for Electronic Document Analysis and Retrieval of the Canadian Securities Administrators;

“Standard Listing Conditions” has the meaning given to it in Section 3(3)(c) of this Agreement;

“subsidiary” has the meaning given to such term under National Instrument 45-106 Prospectus Exemptions;

“Supplementary Material” means, collectively, any Prospectus Amendment, or any amendment or supplemental prospectus or ancillary materials of the Company that may be filed by or on behalf of the Company under Canadian Securities Laws relating to the qualification for distribution of the Offered Securities, but excluding, for greater certainty, any information contained in a confidential information memorandum and any document of the Agent and the Agent’s Counsel;

“template version” has the meaning given in NI 41-101 and includes any revised template version of marketing materials as contemplated in NI 41-101;

“Time of Closing” means 8:00 a.m. (Toronto time) on the applicable Closing Date, or any other time on the applicable Closing Date as may be agreed to by the Company and the Agent, each acting reasonably;

“Unit Offering Price” has the meaning given to it in the first paragraph of this Agreement;

“Units” has the meaning given to it in the first paragraph of this Agreement;

“Unit Share” has the meaning given to it in the second paragraph of this Agreement;

“United States” means the United States of America, its territories and possessions, any state of the United States and the District of Columbia;

“U.S. Base Prospectus” has the meaning given to it in Section 8(pp)(i) of this Agreement;

“U.S. Exchange Act” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder;

“U.S. GAAP” has the meaning given to it in Section 8(1)(j) of this Agreement;

“U.S. Prospectus” means, collectively, the U.S. Base Prospectus and the U.S. Prospectus Supplement;

“U.S. Prospectus Supplement” means the prospectus supplement to the U.S. Base Prospectus to be filed with the SEC pursuant to Rule 424(b) under the U.S. Securities Act;

“U.S. Securities Act” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder;

“U.S. Securities Laws” means all applicable securities legislation in the United States, including the U.S. Securities Act, the U.S. Exchange Act and the rules and regulations promulgated thereunder, and any applicable state securities laws;

“Warrant” has the meaning given to it in the second paragraph of this Agreement;

“Warrant Agent” means Odyssey Trust Company in its capacity as warrant agent under the Warrant Indenture;

“Warrant Indenture” has the meaning given to it in the second paragraph of this Agreement; and

“Warrant Share” has the meaning given to it in the second paragraph of this Agreement.

Section 2 Filing of the Final Prospectus

Section 3 Delivery of Final Prospectus and Related Matters

Section 4 Material Changes During the Distribution of the Offered Securities

which change or new material fact is, or would reasonably be expected to be, of such a nature as:

Section 5 Due Diligence

Prior to the Time of Closing, and, if applicable, prior to the filing of any Supplementary Material, the Agent, Agent’s Counsel and technical consultants will be provided with timely access to all information required to permit them to conduct a full due diligence investigation of the Company and its business, operations, properties, assets, affairs and financial condition. In particular, the Agent shall be permitted to conduct all due diligence that they may, in their sole discretion, require in order to fulfil their obligations under Applicable Securities Laws, and in that regard, the Company will make available to the Agent, Agent’s Counsel and technical consultants, on a timely basis, all corporate and operating records, material Contracts, reserve reports, technical reports, feasibility studies, financial information, budgets, key officers, and other relevant information necessary in order to complete the due diligence investigation of the Company and its business, properties, assets, affairs and financial condition for this purpose, and without limiting the scope of the due diligence inquiries the Agent may conduct, to participate and ensure the participation of its auditors in one or more due diligence sessions to be held prior to the Time of Closing. All information requested by the Agent, Agent’s Counsel and technical consultants in connection with the due diligence investigations of the Agent will be treated by the Agent, Agent’s Counsel and technical consultants as confidential and will only be used in connection with the Offering. It shall be a condition precedent to the Agent's execution of any certificate in any Offering Document that the Agent be satisfied, acting reasonably, as to the form and content of the document. The Agent shall not unreasonably withhold or delay the execution of any such Offering Document required to be executed by the Agent and filed in compliance with the Canadian Securities Laws for the purpose of the Offering.

Section 6 Marketing Materials

Following the approvals and filings set forth in the foregoing paragraphs, the Agent may provide a limited-use version of the marketing materials to potential investors to the extent permitted by Canadian Securities Laws.

Section 7 Conditions of Closing

The Agent's obligations under this Agreement are conditional upon and subject to:

in each case, in a form acceptable in all reasonable respects to the Agent and Agent’s Counsel;

Section 8 Representations and Warranties of the Company

No material fact has been omitted from the Offering Documents that is required to be stated in the document or that is necessary to make the statements therein not misleading in the light of the circumstances in which they were made. The Offering Documents comply in all material respects with Canadian Securities Laws.

Section 9 Representations and Warranties of the Agent

Section 10 Additional Covenants of the Company

In addition to any other covenant of the Company set forth in this Agreement, the Company covenants with the Agent that:

Section 11 Covenants of the Agent

Section 12 Closing

Section 13 Over-Allotment Option Closing

Section 14 Compensation of the Agent

In return for the Agent’s services, including acting as the Company’s agent in arranging for the sale of the Offered Securities, acting as financial advisor to the Company, assisting it in the preparation of the Offering Documents and performing administrative work in connection with the sales of the Offered Securities, the Company shall:

Each Agent Unit will consist of one Common Share and one Common Share purchase warrant (each an “Agent Unit Warrant”). The Agent Unit Warrants will be issued under the Warrant Indenture, and have the same attributed as the Warrants to be comprised in the Units.

Section 15 Termination Rights

Section 16 Indemnity

Section 17 Contribution

In the event that the indemnity provided for in Section 16 is declared by a court of competent jurisdiction to be illegal or unenforceable as being contrary to public policy or for any other reason, the Agent and the Company shall contribute to the aggregate of all losses, claims, costs, damages, expenses or liabilities of the nature provided for above such that the Agent shall be responsible for that portion represented by the percentage that the portion of the Agency Fee payable by the Company to such Agent bears to the gross proceeds realized by the Company from the Offering, whether or not the Agent have been sued together or separately, and the Company shall be responsible for the balance; provided that, in no event, shall an Agent be responsible for any amount in excess of the portion of the Agency Fee actually received by such Agent. In the event that the Company, or any of them may be held to be entitled to contribution from the Agent under the provisions of any statute or law, the Company shall be limited to contribution from an Agent in an amount not exceeding the lesser of: (a) the portion of the full amount of losses, claims, costs, damages, expenses or liabilities giving rise to such contribution for which such Agent is responsible; and (b) the amount of the Agency Fee actually received by such Agent. Notwithstanding the foregoing, a person guilty of negligence, bad faith, fraud, fraudulent misrepresentation or willful misconduct shall not be entitled to contribution from any other party. Any party entitled to contribution will, promptly after receiving notice of commencement of any Claim, action, suit or proceeding against such party in respect of which a claim for contribution may be made against another party or parties under this section, notify such party or parties from whom contribution may be sought, but the omission to so notify such party shall not relieve the party from whom contribution may be sought from any obligation it may have otherwise under this section, except to the extent that the party from whom contribution may be sought is prejudiced by such omission. The right to contribution provided herein shall be in addition and not in derogation of any other right to contribution which the Agent may have by statute or otherwise by law.

Section 18 Expenses

Whether or not the transactions contemplated by this Agreement shall be completed, all expenses of or incidental to the issue, sale and delivery of the Offered Securities and all expenses of or incidental to all other matters in connection with the transactions set out in this Agreement shall be borne directly by the Company including all fees and expenses payable in connection with the qualification of the Offered Securities for distribution, the fees relating to listing of the Offered Securities on any exchange, translation costs, filing fees, all fees and disbursements of the Company’s Counsel, accountants and auditors, and local counsel, all reasonable fees and disbursements of the legal counsel to the Agent (with respect to the Agent’s Canadian legal counsel, to a maximum of $225,000, exclusive of disbursements and HST), the reasonable fees and expenses relating to the marketing of the Offered Securities (including “road shows”, marketing meetings and marketing documentation) and all reasonable out-of-pocket expenses of the Agent including all travel expenses in connection with due diligence and marketing and all costs incurred in connection with the preparation, printing and mailing of the Offering Documents. The Company shall also be responsible for any exigible Harmonized Sales Tax on the foregoing amounts. The Company covenants and agrees to fully reimburse the Agent from time to time for all such reasonable expenses as soon as practical following the receipt by the Company of one or more invoices.

Section 19 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without reference to conflicts of law rules. The parties hereto irrevocably attorn to the non-exclusive jurisdiction of the courts of the Province of Ontario, sitting in the City of Toronto with respect to any disputes related to this Agreement.

Section 20 Survival of Warranties and Representations

The representations, warranties, obligations and agreements of the Company contained in this Agreement and in any certificate delivered pursuant to this Agreement or in connection with the purchase and sale of the Offered Securities shall survive the purchase of the Offered Securities and shall continue in full force and effect unaffected by any subsequent disposition of the Offered Securities or the termination of the Agent’s obligations and shall not be limited or prejudiced by any investigation made by or on behalf of the Agent in connection with the preparation of the Offering Documents, any Prospectus Amendments or the distribution of the Offered Securities. The Agent confirms that it has no actual knowledge of any breach of representation or warranty of the Company.

Section 21 Notices

All notices or other communications by the terms hereof required or permitted to be given by one party to another shall be given by delivery or by electronic transmission to such other party as follows:

Logiq, Inc.

85 Broad Street, 16-079

New York, NY

United States

with a copy (which shall not constitute notice) to:

Miller Thomson LLP
Scotia Plaza

40 King Street West, Suite 5800
Toronto, Ontario M5H 3S1

Research Capital Corporation
199 Bay Street, Suite 4500
Commerce Court West
Toronto, ON M5C 1G2

with a copy (which shall not constitute notice) to:

McCarthy Tétrault LLP
Suite 5300, Box 48
Toronto-Dominion Bank Tower
Toronto, Ontario M5J 1E6

and if so given, any such notice, direction or other instrument, if delivered personally, will be deemed to have been given and received on the day on which it was delivered, provided that if such day is not a Business Day then the notice, direction or other instrument will be deemed to have been given and received on the first Business Day next following such day, and if transmitted by email, will be deemed to have been given and received on the day of its transmission, provided that if such day is not a Business Day or if it is transmitted after the end of normal business hours then the notice, direction or other instrument will be deemed to have been given and received on the first Business Day next following the day of such transmission. Any party may, at any time, give notice in writing to the others in the manner provided for above of any change of address.

Section 22 Market Stabilization

In connection with the Offering, the Agent may effect transactions that stabilize or maintain the market price of the Common Shares at levels other than those that might otherwise prevail in the open market, provided that any such transactions are in accordance with the Universal Market Integrity Rules. Such transactions, if commenced, may be discontinued at any time.