Broker-Dealer Agreement

Exhibit 1.1

This agreement (together with Exhibit A, the “Agreement”) is entered into by and between Mad Science Group Inc. (“Client”), a Canadian Corporation, and Dalmore Group, LLC, a New York Limited Liability Company (“Dalmore”). Client and Dalmore (each, a “Party” and collectively, the “Parties”) agree to be bound by the terms of this Agreement, effective as of October 29, 2021 (the “Effective Date”):

Whereas, Dalmore is a registered broker-dealer providing services in the equity and debt securities market, including offerings conducted via exemptions from registration with the SEC such as Regulation D (506(b) and 506(c)), Regulation A, Regulation CrowdFunding and others;

Whereas, Client is offering securities directly to the public in an offering exempt from registration under Regulation A (the “Offering”); and

Whereas, Client recognizes the benefit of having Dalmore as a service provider for investors who participate in the Offering (“Investors”).

Now, Therefore, in consideration of the mutual promises and covenants contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Appointment, Term, and Termination.

a. Client hereby engages and retains Dalmore to provide operations and compliance services as set forth herein at Client’s discretion.

b. This Agreement will commence on the Effective Date and will remain in effect for a period of twelve (12) months and will renew automatically for successive renewal terms of twelve (12) months each unless either Party provides notice to the other Party of non-renewal at least sixty (60) days prior to the expiration of the current term (the “Term”). This Agreement may be terminated by either Party (the “Non-Defaulting Party”) (i) upon ten (10) days written notice if the other Party (the “Defaulting Party”) fails to perform or observe any material term, covenant or condition to be performed or observed by it under this Agreement and such failure continues to be unremedied for at least thirty (30) days, (ii) upon ten (10) days written notice from the Non-Defaulting Party if any material representation or warranty made by the Defaulting Party proves to be incorrect at any time in any material respect, (iii) in order to comply with a Legal Requirement, if compliance cannot be timely achieved using commercially reasonable efforts, after providing as much notice as practicable, or (iv) upon thirty (30) days’ written notice if either Party commences a voluntary proceeding seeking liquidation, reorganization or other relief, or is adjudged bankrupt or insolvent or has entered against it a final and unappealable order for relief, under any bankruptcy, insolvency or other similar law, or either Party executes and delivers a general assignment for the benefit of its creditors. The description in this section of specific remedies will not exclude the availability of any other remedies. Any delay or failure by Client to exercise any right, power, remedy or privilege will not be construed to be a waiver of such right, power, remedy or privilege or to limit the exercise of such right, power, remedy or privilege. No single, partial or other exercise of any such right, power, remedy or privilege will preclude the further exercise thereof or the exercise of any other right, power, remedy or privilege. All terms of this Agreement, which should reasonably survive termination, shall so survive, including, without limitation, limitations of liability and indemnities, and the obligation to pay Fees relating to Services provided prior to termination. “Legal Requirement” means any federal, state, local, foreign, or other administrative order, law, ordinance, regulation or statute.

2. Services. Dalmore will perform the services listed on Exhibit A attached hereto and made a part hereof, in connection with the Offering (the “Services”). Unless otherwise agreed to in writing by the parties, the services to be performed by Dalmore are limited to those Services.

3. Compensation. As compensation for the Services, Client shall pay to Dalmore a fee equal to one hundred (100) basis points on the aggregate amount raised by the Client in the Offering. Payment of this compensation is contingent on Dalmore’s receipt of a No Objection Letter from FINRA Corporate Finance with respect to the Offering. Client authorizes Dalmore to deduct the fee directly from the Client’s third-party escrow or payment account established in connection with the Offering.

There will also be a one-time due diligence expense for out of pocket expenses of $5,000. Payment is due and payable upon execution of this agreement. The advance payment will cover expenses anticipated to be incurred by Dalmore such as preparing the FINRA filing, due diligence expenses, working with the Client’s SEC counsel in providing information to the extent necessary, and any other services necessary and required prior to SEC qualification of the Offering. Dalmore will refund a portion of the payment related to the advance to the extent it was not used, incurred or provided to the Client.

The Client shall also engage Dalmore as a consultant to provide ongoing general consulting services relating to the Offering such as coordination with third party vendors and general guidance with respect to the Offering, subject to the limitations set forth in Section 5 hereof. The Client will pay a one-time Consulting Fee of $20,000 which will be due and payable immediately after FINRA issues a No Objection Letter with respect to the Offering.

4. Regulatory Compliance

a. In connection with the Offering and the Services, Client and all its third-party providers shall at all times (i) comply with direct requests of Dalmore; (ii) maintain all required registrations and licenses, including foreign qualification, if necessary; and (iii) pay all related fees and expenses (including the FINRA Corporate Filing Fee), in each case that are necessary or appropriate to perform their respective obligations under this Agreement. Client shall comply with and adhere to all Dalmore policies and procedures as they pertain to the Offering.

The FINRA Corporate Filing Fee for this $10,000,000 best efforts offering will be $2,000 and will be a pass-through fee payable to Dalmore, from the Client, who will then forward it to FINRA as payment for the filing. This fee is due and payable prior to any submission by Dalmore to FINRA.

b. Client and Dalmore will have the shared responsibility for the review of all documentation related to the Offering but the ultimate decision about accepting an investor will be in the sole decision of the Client. Each Investor will be considered to be that of the Client’s and NOT Dalmore.

c. Client and Dalmore will each be responsible for supervising the activities and training of their respective employees in the performance of functions specifically allocated to them pursuant to the terms of this Agreement.

d. Client and Dalmore agree to promptly notify the other concerning any material communications from or with any Governmental Authority or Self-Regulatory Organization with respect to this Agreement or the performance of their respective obligations, unless such notification is expressly prohibited by the applicable Governmental Authority. “Governmental Authority” means any nation or government, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government. “Self-Regulatory Organization” means any securities exchange, futures exchange, contract market, or any other exchange or corporation or similar self-regulatory body or organization applicable to a Party to this Agreement, including, but not limited to, FINRA.

5. Role of Dalmore. Client acknowledges and agrees that Client will rely on Client’s own judgment in using Dalmore’s Services. Dalmore (i) makes no representations with respect to the quality of any investment opportunity or of any issuer; (ii) does not guarantee the performance to and of any investor; (iii) will make commercially reasonable efforts to perform the Services in accordance with its specifications; (iv) does not guarantee the performance of any party or facility which provides connectivity to Dalmore; and (v) is not an investment adviser, does not provide investment advice and does not recommend securities transactions, and Client acknowledges that any display of data or other information about the Offering does not constitute a recommendation to anyone as to the appropriateness, suitability, legality, validity or profitability of investing in the Offering. Nothing in this Agreement should be construed to create a partnership, joint venture, or employer-employee relationship of any kind.

6. Indemnification.

a. Indemnification by Client. Client shall indemnify and hold Dalmore, its affiliates and their representatives and agents harmless from, any and all actual or direct losses, liabilities, judgments, arbitration awards, settlements, damages and costs (collectively, “Losses”), resulting from or arising out of any third party suits, actions, claims, demands or similar proceedings (collectively, “Proceedings”) to the extent they are based upon (i) a breach of this Agreement by Client, (ii) the wrongful acts or omissions of Client, or (iii) the Offering.

b. Indemnification by Dalmore. Dalmore shall indemnify and hold Client, Client’s affiliates and Client’s representatives and agents harmless from any Losses resulting from or arising out of Proceedings to the extent they are based upon (i) a breach of this Agreement by Dalmore or (ii) the wrongful acts or omissions of Dalmore or its failure to comply with any applicable federal, state, or local laws, regulations, or codes in the performance of its obligations under this Agreement.

c. Indemnification Procedure. If any Proceeding is commenced against a party entitled to indemnification under this section, prompt notice of the Proceeding shall be given to the party obligated to provide such indemnification. The indemnifying party shall be entitled to take control of the defense, investigation or settlement of the Proceeding and the indemnified party agrees to reasonably cooperate, at the indemnifying party’s cost in the ensuing investigations, defense or settlement. In the event that the indemnifying party fails to respond within twenty (20) days after receipt of the notice of any Proceeding, then the indemnified party may retain counsel and conduct the defense of such Proceeding, as it may in its sole discretion deem proper, at the sole cost and defense of the indemnifying party.

d. Survival. This Section 6 shall survive termination of this Agreement.

7. Notices. Any notices required by this Agreement shall be in writing and shall be addressed, and delivered or mailed postage prepaid, or faxed or emailed to the other parties hereto at such addresses as such other parties may designate from time to time for the receipt of such notices. Until further notice, the address of each party to this Agreement for this purpose shall be the following:

If to the Client:

Mad Science Group Inc.

0000 Xxx Xxxxxxxxxxxx, Xxxxx 000

Xxxxxxxx, Xxxxxx, Xxxxxx X0X 0X0

Attn: Xxxxxx Xxxx, President

Tel: 514-344-4181 ext. 130

Email: xxxxxxx@xxxxxxxxxx.xxx

If to Dalmore:

Dalmore Group, LLC.

000 Xxxxx Xxxxx

Xxxxxxxx, XX 00000

Attn: Xxxx Xxxxxx, Chairman

Tel: 000-000-0000

Email: xxxx@xxxxxxxxx.xxx

8. Confidentiality and Mutual Non-Disclosure

a. Included Information. For purposes of this Agreement, the term “Confidential Information” means all confidential and proprietary information of a Party, including but not limited to (i) financial information, (ii) business and marketing plans, (iii) the names of employees and owners, (iv) the names and other personally-identifiable information of users of the third-party provided online fundraising platform, (v) security codes, and (vi) all documentation provided by Client or an investor in the Offering.

b. Excluded Information. For purposes of this Agreement, the term “confidential and proprietary information” shall not include (i) information already known or independently developed by the recipient without the use of any confidential and proprietary information, or (ii) information known to the public through no wrongful act of the recipient.

c. Confidentiality Obligations. During the Term and at all times thereafter, neither Party shall disclose the Confidential Information of the other Party or use such Confidential Information for any purpose without the prior written consent of such other Party. Without limiting the preceding sentence, each Party shall use at least the same degree of care in safeguarding the other Party’s Confidential Information as it uses to safeguard its own Confidential Information. Notwithstanding the foregoing, a Party may disclose Confidential Information (i) if required to do by order of a court of competent jurisdiction, provided that such Party shall notify the other Party in writing promptly upon receipt of knowledge of such order so that such other Party may attempt to prevent such disclosure or seek a protective order; or (ii) to any applicable governmental authority as required by applicable law. Nothing contained herein shall be construed to prohibit the SEC, FINRA, or other government official or entities from obtaining, reviewing, and auditing any information, records, or data. Client acknowledges that regulatory record-keeping requirements, as well as securities industry best practices, require Dalmore to maintain copies of practically all data, including communications and materials, regarding the Services provided hereby regardless of any termination of this Agreement.

9. Miscellaneous.

a. ANY DISPUTE OR CONTROVERSY BETWEEN THE CLIENT AND DALMORE RELATING TO OR ARISING OUT OF THIS AGREEMENT WILL BE SUBJECT TO ARBITRATION BEFORE AND UNDER THE FINRA CODE OF ARBITRATION PROCEDURE FOR CUSTOMER DISPUTES (“CODE”)PROVIDED THAT SUCH DISPUTE IS ELIGIBLE TO BE HEARD UNDER THE CODE.

b. This Agreement is non-exclusive and shall not be construed to prevent either Party from engaging in any other business activities.

c. This Agreement will be binding upon all successors, assigns or transferees of Client. No assignment of this Agreement by either Party will be valid unless the other Party consents to such an assignment in writing. Either Party may freely assign this Agreement to any person or entity that acquires all or substantially all of its business or assets. Any assignment by either Party to any subsidiary that it may create or to a company affiliated with or controlled directly or indirectly by it will be deemed valid and enforceable in the absence of any consent from the other Party.

d. Neither Party will, without prior written approval of the other Party, place or agree to place any advertisement in any website, newspaper, publication, periodical or any other media or communicate with the public in any manner whatsoever if such advertisement or communication in any manner makes reference to the other Party, to any person or entity that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the other Party and to the clearing arrangements and/or any of the Services embodied in this Agreement. Subject to compliance with all Legal Requirements, Client and Dalmore will work together to authorize and approve co-branded notifications and investor facing communication materials in connection with the Services in this Agreement. Notwithstanding any provisions to the contrary within, Client agrees that Dalmore may make reference in marketing or other materials to the Offering during the term of this Agreement, provided no personal data or Confidential Information is disclosed in such materials.

e. THE CONSTRUCTION AND EFFECT OF EVERY PROVISION OF THIS AGREEMENT, THE RIGHTS OF THE PARTIES UNDER THIS AGREEMENT AND ANY QUESTIONS ARISING OUT OF THIS AGREEMENT, WILL BE SUBJECT TO THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES TO THE EXTENT SUCH APPLICATION WOULD CAUSE THE LAWS OF A DIFFERENT STATE TO APPLY. The language used in this Agreement shall be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any party.

f. If any provision or condition of this Agreement is held to be invalid or unenforceable by any court, Governmental Authority or Self-Regulatory Organization, the validity of the remaining provisions and conditions will not be affected and this Agreement will be carried out as if any such invalid or unenforceable provision or condition were not included in the Agreement.

g. This Agreement sets forth the entire agreement between the Parties with respect to the subject matter hereof and supersedes any prior agreement relating to the subject matter herein. This Agreement may not be modified or amended except by written agreement signed by both Parties.

h. This Agreement may be executed in multiple counterparts and by facsimile or electronic means, each of which shall be deemed an original but all of which together shall constitute one and the same agreement.

[SIGNATURES APPEAR ON FOLLOWING PAGE(S)]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

CLIENT: Mad Science Group Inc.

	By
	Name:	Xxxxxx Xxxx
	Its:	President

Dalmore Group, LLC:

	By
	Name:	Xxxx Xxxxxx
	Its:	Chairman

Exhibit A

Services:

Dalmore Responsibilities – Dalmore agrees to:

	i.	Review Investor information, including KYC (Know Your Customer) data, perform AML (Anti-Money Laundering) and other compliance background checks, and provide a recommendation to Client whether or not to accept investor as an investor in the Offering, it being understood that KYC and AML processes may be provided by a qualified third party;
	ii.	Review each Investor’s subscription agreement to confirm such Investor’s participation in the Offering, and provide a determination to Client whether or not to accept the use of the subscription agreement for the Investor’s participation;
	iii.	Contact and/or notify the Client, if needed, to gather additional information or clarification on an Investor;
	iv.	Not provide any investment advice nor any investment recommendations to any Investor;
	v.	Keep investor details and data confidential and not disclose to any third-party except as required by regulators or in our performance under this Agreement (e.g. as needed for AML and background checks);
	vi.	Coordinate with third party providers to ensure adequate review and compliance; and
	vii.	Provide, or coordinate the provision by a third party, of an “invest now” payment processing mechanism, including connection to a qualified escrow agent.

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Broker-Dealer Agreement

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