Exhibit 10.45


 


EXECUTIVE EMPLOYMENT AGREEMENT


 


This EXECUTIVE EMPLOYMENT AGREEMENT
(the “Agreement”) between INX Digital, Inc. (the “Company”), a company incorporated under the laws
of Delaware and a wholly-owned subsidiary of INX Limited (“INX Ltd”), and Mr. Emiliano Rios Caban (the “Executive”)
is effective as of January 6, 2021 (the “Effective Date”). The Company, INX Limited, and INX Services, Inc. (“INX
Services”) shall be jointly referred to as the “Group”.


 


W I T N E S S E T H:


 


WHEREAS, the Company desires
the Executive to provide employment services to the Company, and wishes to provide the Executive with certain compensation and benefits
in return for such employment services; and


 


WHEREAS, the Executive wishes
to be employed by the Company and to provide his services to the Company in return for certain compensation and benefits;


 


NOW THEREFORE, in consideration
of the foregoing, of the mutual promises contained herein and of other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto hereby agree as follows:


 


1. EMPLOYMENT
TERM. 


 


The Company hereby offers
to engage the Executive, and the Executive hereby accepts such offer by the Company, upon the terms and conditions set forth in this Agreement,
during the period commencing on the Effective Date and ending on the date of the termination of the Executive’s employment in accordance
with Section 6 below (the “Employment Term”). The Executive shall be employed at will, meaning that either the Company
or the Executive may terminate this Agreement and the Executive’s employment at any time, for any reason or no reason, with or without
cause, subject to the terms of this Agreement.


 


2. POSITION
& DUTIES.


 


(a) The
Executive shall serve as the Chief Compliance Officer (the “Position”) of the Company and of additional companies within
the Group. The Company and INX Services should be jointly known as “INX US”. The Executive shall report directly to
Mr. Shy Datika (“Supervising Officer”) or to any other person designated for such purpose by him.


 


(b) The
Executive shall have such duties, authorities and responsibilities as are commensurate with such position and such other duties and responsibilities
as the Company’s Board of Directors (the “Board”) and INX Limited’s Board of Directors (the “INX Ltd
Board”) shall designate that are consistent with the Executive’s position (the “Services”). The Executive’s
Services shall include but not be limited to:


 


(i) Coordinate
the preparation and filing of applications to money transmitter authorities, the Financial Industry Regulatory Authority, and the Commodity
Futures Trading Commission for money transmitter, Broker-Dealer, ATS, SEF, DCM and other similar licenses and approvals, as shall be instructed
by the Supervising Officer or other officers of the Group;


 






     


     


    

 


(ii) Establish
effective supervision and control of the Company and INX US’s activities to ensure it complies with applicable laws and regulations;


 


(iii) Establish
anti-money laundering and know-your-client policies and procedures for INX US for the onboarding and continuous monitoring of customers;


 


(iv) Daily
review for errors, unusual activities, and compliance with all applicable laws and regulations according to INX US policies;


 


(v) Coordinate
staff training programs to keep INX US employees and officers aware of changes and updates in applicable legislation;


 


(vi) Monitor
INX US’s marketing activities as well as the sales practices of INX US representatives in order to adhere to compliance policies
of INX US;


 


(vii) Participate
in various meetings of the management of the Group (in person or via remote communication, as shall be desirable for effective participation);
and


 


(viii) Perform
all other tasks customarily related to the Position.


 


(c) During
the Employment Term, the Executive agrees to devote his full business time, attention and energies to the performance of all of the lawful
duties, responsibilities and authority that may be assigned to him hereunder. Nothing contained in this Agreement will preclude the Executive
from (i) devoting time to personal and family investments, (ii) serving as a director of any not-for-profit company, (iii) serving as
a director for-profit company that is pre-approved by the Board, or (iv) from participating in charitable or industry associations, in
each case, provided that such activities or services do not (x) materially interfere with the Executive’s performance of
duties hereunder or (y) violate the terms of the Confidentiality Agreement (as defined below).


 


(d) Upon
the Executive’s termination from the Company for any reason, unless otherwise specified in a written agreement between the Executive
and the Company, the Executive will be deemed to have resigned from all offices, directorships, and other employment positions if any,
then held with the Company or any of its affiliates, and agrees to take all actions reasonably requested by the Company to effectuate
the foregoing.


 


(e) During
the term of this Agreement, the Executive’s principal place of engagement shall be in the New York City Metropolitan Area, subject
to customary business travel consistent with the Executive’s duties and responsibilities.


 


3. BASE
SALARY.


 


During the Employment Term, the Company agrees
to pay the Executive a base salary (the “Base Salary”) at an annual rate of US$ 195,000. The Base Salary will be payable
on a semi-monthly basis in accordance with the regular payroll practices of the Company.


 






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4. BONUSES;
GRANT OF TOKENS.


 


(a) ANNUAL
BONUS. Subject to the continuous engagement of the Executive with the Company, the Executive shall be eligible to earn an annual,
performance-based bonus (an “Annual Bonus”) in the amount of US$ 50,000 based upon and subject to the achievement of performance
targets, which shall be established by the Board (or a committee thereof) in consultation with the Executive (the “Targets”).
To the extent due, an Annual Bonus earned by the Executive will be paid no later than March 15th of the subsequent calendar
year. Following receipt of each Annual Bonus by the Executive, the Board shall determine in good faith the Targets and the terms and conditions
of the Annual Bonus for the subsequent year.


 


(b) ONE
TIME GRANT OF AN OPTION TO PURCHASE TOKENS. On the Effective Date, the Executive shall be granted an option to purchase 150,000 INX
Tokens issued by the Company, subject to the continuous engagement of the Executive with the Company in accordance with the vesting schedule
set forth below (the “Tokens”). The exercise price of the Tokens shall be US$ 0.90 (ninety cents) per each Token. Executive
shall be required to exercise the option within 12 months as of the end of the last vesting period set forth below, otherwise the option
shall lapse. However, upon termination of this Agreement for any reason the Executive shall be required to exercise the (then vested portion
of the) option within 90 days as of the termination date of this Agreement, otherwise the option shall lapse. The Tokens shall be subject
to the following vesting schedule of 4 years subject to the continuous engagement of the Executive with the Company at such time: 1/4
of the Tokens shall vest on each annual anniversary of the Effective Date within the term of this Agreement. The Tokens shall be further
subject to terms and conditions determined by the Board of Directors of the Company and to the Company’s policies in connection
with grant of tokens to officers, employees and service providers of the Company (including the execution of a token lock-up agreement
by the Service Provider at the request of the Company for a lock up period similar to other executives in the Company in the same or similar
level of Service Provider).


 


5.  ADDITIONAL
BENEFITS.


 


(a) VACATION.
Upon and subject to the commencement the of Employment Term, Executive shall be entitled to 20 days of paid vacation per year as of the
Executive’s Effective Date. Vacation shall be scheduled and utilized as provided in the Company’s applicable benefits plan
and as business needs allow.


 


(b) BUSINESS
EXPENSES. The Company will reimburse the Executive for all reasonable and properly documented business expenses incurred by the Executive
in connection with the discharge of his duties for the Company and approved in advance and in writing by the Company.


 


(c) RELOCATION
EXPENSES. The Company will reimburse the Executive for up to the gross amount of US$ 5,000 for expenses incurred for Executive’s
relocation to the New York City Metropolitan Area. Such payment will be subject to tax withholdings.


 


(d) OTHER
EMPLOYEE BENEFITS. Upon and subject to the commencement the of Employment Term, the Executive shall be entitled to all other employee
benefits as the Company determines to provide for similarly situated employees.


 






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(e) INDEMNIFICATION.
The Company shall indemnify the Executive to the maximum extent that its officers, directors and employees are entitled to indemnification
pursuant to the Company’s Certificate of Incorporation and Bylaws for any acts or omissions by reason of being a director, officer
or employee of the Company as of the Effective Date. At all times, the Company shall maintain in effect a directors and officers liability
insurance policy with the Executive as a covered officer and director during the Employment Term. The Executive shall promptly fill and
execute any document or agreement required or desirable at Company’s discretion in connection with such purpose.


 


6. TERMINATION.
The Executive’s engagement and the Employment Term (if commenced) shall terminate on the first of the following to occur:


 


(a) DISABILITY.
Upon the 30th day following the Executive’s receipt of notice of the Company’s intention to terminate the Executive’s
employment due to Disability (as defined in this Section 6(a)); provided that, the Executive has not returned to full-time performance
of his duties within 30 days after receipt of such notice. If the Company determines in good faith that the Executive’s Disability
has occurred during the term of this Agreement, it will give the Executive written notice of its intention to terminate his employment.
For purposes of this Agreement, “Disability” shall mean the Executive’s inability to substantially perform the
essential duties of his job with or without reasonable accommodation on a full-time basis for 180 calendar days during any consecutive
twelve-month period or for 90 consecutive days as a result of incapacity due to mental or physical illness.


 


(b) DEATH.
Automatically on the date of death of the Executive.


 


(c) CAUSE.
Immediately upon written notice by the Company to the Executive of a termination for Cause. “Cause” shall mean (i)
the Executive’s commission of an act of fraud, embezzlement or theft against the Company or its subsidiaries; (ii) the Executive’s
conviction of, or a plea of no contest to, a felony; (iii) willful nonperformance by the Executive (other than by reason of illness) of
his material duties as an employee of the Company, which, to the extent it is curable by the Executive (as determined by the Company),
is not cured within seven (7) days after written notice thereof is given to the Executive by the Company; (iv) the Executive’s material
breach of this Agreement or any other material agreement between the Executive and the Company or any of its subsidiaries, including the
Confidentiality Agreement, which, to the extent it is curable by the Executive (as determined by the Company), is not cured within seven
(7) days after written notice thereof is given to the Executive by the Company; or (v) the Executive’s gross negligence, willful
misconduct or any other act of willful disregard for the Company’s or any of its subsidiaries’ best interests, which, to the
extent it is curable by the Executive (as determined by the Company), is not cured within seven (7) days after written notice thereof
is given to the Executive by the Company.


 


(d) WITHOUT
CAUSE. Upon thirty (30) days prior written notice by the Company to the Executive (the “Notice Period”). During
the Notice Period, the Executive shall remain an employee, but the Company may, at its discretion, eliminate or reduce any of Executive’s
roles, inform Executive not to attend the office, and/or require Executive to assist in the transition of his duties, all at the discretion
of the Company.


 






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(e) GOOD
REASON. “Good Reason” for the Executive to terminate the Executive’s employment hereunder shall mean the
occurrence of any of the following conditions during the Employment Term without the Executive’s express written consent; provided
that any resignation by the Executive due to any of the following conditions shall only be deemed for Good Reason if: (i) the Executive
gives the Company written notice of the intent to terminate for Good Reason within sixty (60) days following the first occurrence of the
condition(s) that the Executive believes constitutes Good Reason, which notice shall describe such condition(s); (ii) the Company fails
to remedy, if remediable, such condition(s) within thirty (30) days following receipt of the written notice (the “Cure Period”)
of such condition(s) from the Executive; and (iii) the Executive actually resigns his employment within the first thirty (30) days after
expiration of the Cure Period:


 


		(1)	A 10% or greater reduction by the Company of the Executive’s Base Salary as initially set forth herein or as the same may be
increased from time to time;



 


		(2)	Any material diminution in the Executive’s duties, title, responsibilities or authority;



 


		(3)	Any material diminution in the Executive’s other benefits that are not also materially diminished for other similarly situated
employees of the Company; and



 


		(4)	Any material breach of this Agreement by the Company.



 


(f) WITHOUT
GOOD REASON. The Executive shall provide two (2) weeks’ prior written notice (the “Transition Period”) to
the Company of the Executive’s intended termination of employment without Good Reason (“Voluntary Termination”).
During the Transition Period, the Executive shall assist and advise the Company in any transition of business, customers, prospects, projects
and strategic planning, and the Company shall pay the pro rata portion of the Executive’s Base Salary and benefits through the end
of the Transition Period. The Company may, in its sole discretion, upon written notice to the Executive, make such termination of employment
effective earlier than the expiration of the Transition Period (“Early Termination Right”), but it shall pay the pro
rata portion of the Executive’s Base Salary and benefits through the earlier of: the end of the Transition Period, or the date that
the Executive accepts employment or a consulting engagement from a third party.


 






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7. CONSEQUENCES
OF TERMINATION. Any termination payments made and benefits provided under this Agreement to the Executive shall be in lieu of
any termination or severance payments or benefits for which the Executive may be eligible under any of the plans, policies or programs
of the Company or its affiliates as may be in effect from time to time. Following and subject to the commencement of the Employment Term
and subject to satisfaction of each of the conditions set forth in Section 9, the following amounts and benefits shall be due to the Executive:


 


(a) DISABILITY.
Upon employment termination due to Disability, the Company shall pay or provide the Executive: (i) any unpaid Base Salary through the
date of termination and any accrued vacation; (ii) reimbursement for any unreimbursed expenses owed to Executive pursuant to the terms
of the Company’s policies; and (iii) all other payments and benefits to which the Executive is entitled under the terms of any applicable
compensation arrangement or benefit, equity or other plan or program, including but not limited to any applicable insurance benefits,
, payable on the next regularly scheduled Company payroll date following the date of termination or earlier if required by applicable
law (collectively, “Accrued Amounts”). In addition, upon the Executive’s termination due to Disability, the Company
shall pay the amounts described in Sections 7(d) to the Executive.


 


(b) DEATH.
In the event the Employment Term ends on account of the Executive’s death, the Executive’s estate (or to the extent a beneficiary
has been designated in accordance with a program, the beneficiary under such program) shall be entitled to any Accrued Amounts, including
but not limited to proceeds from any Company sponsored life insurance programs. In addition, upon the Executive’s death, the Company
shall pay the amounts described in Section 7(d) to the Executive’s estate.


 


(c) TERMINATION
FOR CAUSE OR WITHOUT GOOD REASON. If the Executive’s employment should be terminated (i) by the Company for Cause, or (ii) by
the Executive without Good Reason, the Company shall pay to the Executive any Accrued Amounts only, and shall not be obligated to make
any additional payments to the Executive.


 


(d) TERMINATION
WITHOUT CAUSE OR FOR GOOD REASON. If the Executive’s employment by the Company is terminated by the Company other than for Cause
(and not due to Disability or death) or by the Executive for Good Reason the Company shall pay or provide the Executive with the Accrued
Amounts and subject to compliance with Sections 8, 10, 20, 25 and all other post-employment obligations imposed by this Agreement: continued
payment of the Executive’s Base Salary as in effect immediately preceding the last day of the Employment Term for a period of twelve
(12) months following the termination date (the “Salary Severance Period”) in accordance with the Company’s ordinary
payroll practices (for purposes of calculating the Executive’s severance benefits, the Executive’s Base Salary shall be calculated
based on the rate in effect prior to any material reduction in Base Salary that would give the Executive the right to resign for Good
Reason (as provided in Section 7(e)(1)). The Company shall also continue the Executive’s subsidized health and welfare benefits
then in effect for the duration of the Salary Severance Period or, if the relevant benefit plans do not permit such continuation, the
Company shall pay out the cash equivalent in a lump sum payment to Executive within thirty (30) days following the Executive’s termination
date. Except as set forth in this Section, Executive shall not be entitled to any other compensation or any other benefits from the Company
under this Agreement in the event of any such termination.


 


(e)  RESIGNATIONS.
Termination of Executive’s employment for any reason whatsoever shall constitute Executive’s resignation from the Board, if
Executive is serving as a Board Member at the Termination Date unless otherwise agreed to in writing by the Board.


 


8. CONDITIONS.
Any payments or benefits made or provided pursuant to Section 7 (other than Accrued Amounts) are subject to: (i) the commencement of the
Employment Term; and (ii) the Executive’s (or, in the event of the Executive’s death, the beneficiary’s or estate’s,
or in the event of the Executive’s Disability, the guardian’s):


 


		(a)	compliance with the provisions of Sections 10, 20, 25 and all other post-employment obligations imposed by this Agreement;



 






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(b) delivery
to the Company of the executed Agreement and General Release (the “General Release”), which shall be in the form attached
hereto as Appendix A (with such changes therein or additions thereto as needed under then applicable law to give effect
to its intent and purpose) within 21 days following the date of termination of employment, and permitting the General Release to become
effective in accordance with its terms;


 


(c) delivery
to the Company of a resignation from all offices, directorships and fiduciary positions with the Company, its affiliates and employee
benefit plans, by no later than 3 days following termination of employment.


 


(d) delivery
to the Company of all Company property in Executive’s possession, custody or control including, without limitation, all computer
hardware, and software, all Company electronic devices, and all Company paper or electronic files.


 


(e) Notwithstanding
the due date of any post-employment payments, any amounts due following a termination under this Agreement (other than Accrued Amounts)
shall not be due until after the expiration of any revocation period applicable to the General Release without the Executive having revoked
such General Release, and any such amounts shall be paid or commence being paid to the Executive on the Company’s first ordinary
payroll date occurring on or after the expiration of such revocation period without the occurrence of a revocation by the Executive (or
such later date as may be required under Section 17


 


(f)
or the final sentence of this Section 8). Nevertheless (and regardless of whether the General Release has been executed by the Executive),
upon any termination of Executive’s employment, Executive shall be entitled to receive any Accrued Amounts, payable after the date
of termination in accordance with the Company’s applicable plan, program, policy or payroll procedures. Notwithstanding anything
to the contrary in this Agreement, if any severance pay or benefits are deferred compensation under Section 409A (as defined below), and
the period during which the Executive may sign the General Release begins in one calendar year and ends in another, then the severance
pay or benefit shall not be paid or the first payment shall not occur until the later calendar year.


 


9. SECTION
4999 EXCISE TAX.


 


(a) If
any payment or distribution in the nature of compensation (within the meaning of Section 280G(b)(2) of the Internal Revenue Code of 1986,
as amended (the “Code”)) to or for the benefit of the Executive, whether paid or payable pursuant to this Agreement
or otherwise (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G
of the Code, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”),
then the Company shall cause to be determined, before any amounts of the Payment are paid to the Executive, which of the following two
alternative forms of payment shall be paid to the Executive: (i) payment in full of the entire amount of the Payment (a “Full
Payment”), or (ii) payment of only a part of the Payment so that the Executive receives the largest payment possible without
the imposition of the Excise Tax (a “Reduced Payment”). A Full Payment shall be made in the event that the quotient
obtained by dividing (i) the excess of (a) the Full Payment, over (b) the Reduced Payment, by (ii) the Reduced Payment, is greater than
ten percent (10%). A Reduced Payment shall be made in the event that the quotient obtained by dividing (i) the excess of (a) the Full
Payment, over (b) the Reduced Payment, by (ii) the Reduced Payment, is less than or equal to ten percent (10%). If a Reduced Payment is
made, (i) the Payment shall be paid only to the extent permitted under the Reduced Payment alternative, and the Executive shall have no
rights to any additional payments and/or benefits constituting the Payment, and (ii) reduction in payments and/or benefits shall occur
in the following order: (1) reduction of cash payments; (2) reduction of other benefits paid to the Executive ; (3) cancellation of accelerated
vesting of equity awards other than stock options; and (4) cancellation of accelerated vesting of stock options. Any reductions in payments
to be made shall be made with respect to payments in inverse order of the scheduled dates or times for the payment.


 






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(b) The
independent registered public accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date
of the Significant Event (as shall be as defined in the Plan) shall make all determinations required to be made under this Section 9.
If the independent registered public accounting firm so engaged by the Company is serving as accountant or auditor for the individual,
entity or group effecting the Significant Event, the Company shall appoint a nationally recognized independent registered public accounting
firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such independent
registered public accounting firm required to be made hereunder.


 


(c) The
independent registered public accounting firm engaged to make the determinations hereunder shall provide its calculations, together with
detailed supporting documentation, to the Company and the Executive within fifteen (15) calendar days after the date on which the Executive’s
right to a Payment is triggered (if requested at that time by the Company or the Executive) or such other time as requested by the Company
or the Executive. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the
Company and the Executive.


 


10. CONFIDENTIALITY
AND POST-ENGAGEMENT OBLIGATIONS. As a condition of engagement under this Agreement, the Executive agrees to execute and abide
by the Company’s current form of Employee Invention Assignment and Confidentiality Agreement (“Confidentiality Agreement”),
which may be amended by the parties from time to time without regard to this Agreement. The Confidentiality Agreement contains provisions
that are intended by the parties to survive and do survive termination of this Agreement.


 


		11.	ASSIGNMENT.



 


(a) The
Executive may not assign or delegate any rights or obligations hereunder without first obtaining the written consent of the Company.


 


(b) This
Agreement shall be binding upon and inure to the benefit of the Company and its successors, assigns and legal representatives. The Company
will require any acquiror or successor of the Company in any merger, consolidation, sale, or acquisition of the Company, or a similar
transaction to assume the Company’s obligations under this Agreement, and any failure to do so shall constitute a material breach
of this Agreement.


 






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12. NOTICE.
For the purpose of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be
deemed to have been duly given (a) on the date of delivery if delivered by hand, (b) on the date of transmission, if delivered by confirmed
facsimile, (c) on the first business day following the date of deposit if delivered by guaranteed overnight delivery service, or (d) on
the fourth business day following the date delivered or mailed by United States registered or certified mail, return receipt requested,
postage prepaid, addressed as follows:


 


If to the Executive: at the
address (or to the facsimile number) shown on the records of the Company.


 


If to the Company:


 


INX Digital, Inc.


1209 Orange Street


Wilmington, Delaware
19801


		USA	



 


or to such other address as either
party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only
upon receipt.


 


13. SECTION
HEADINGS; INCONSISTENCY. The section headings used in this Agreement are included solely for convenience and shall not affect,
or be used in connection with, the interpretation of this Agreement. If there is any inconsistency between this Agreement and any other
agreement (including but not limited to any option, stock, shares, long-term incentive or other equity award agreement), plan, program,
policy or practice (collectively, “Other Provision”) of the Company the terms of this Agreement shall control over
such Other Provision.


 


14. SEVERABILITY.
The provisions of this Agreement shall be deemed severable and the invalidity of unenforceability of any provision shall not affect the
validity or enforceability of the other provisions hereof.


 


15. COUNTERPARTS.
This Agreement may be executed in counterparts, each of which shall be deemed to be an original but all of which together will constitute
one and the same instruments. One or more counterparts of this Agreement may be delivered by facsimile, with the intention that delivery
by such means shall have the same effect as delivery of an original counterpart thereof.


 


16. MISCELLANEOUS.
No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing
and signed by the Executive and such officer or director of the Company as may be designated or authorized by the Board. No waiver by
either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement
to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior
or subsequent time. This Agreement together with all exhibits hereto and the Confidentiality Agreement sets forth the entire agreement
of the parties hereto in respect of the subject matter contained herein. No agreements or representations, oral or otherwise, express
or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement.
The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Delaware without
regard to its conflicts of law principles.


 






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		17.	SECTION 409A.



 


This Agreement is intended to comply with the requirements
of Section 409A of the Code. In the event that any provision of Agreement or any other agreement or award referenced herein is mutually
agreed by the parties to be in violation of Section 409A of the Code, the parties shall cooperate reasonably to attempt to amend or modify
this Agreement (or other agreement or award) in order to avoid a violation of Section 409A of the Code while attempting to preserve the
economic intent of the applicable provision. Notwithstanding anything contained herein to the contrary, the Executive shall not be considered
to have terminated employment with the Company for purposes of any payments under this Agreement which are subject to Section 409A of
the Code until the Executive would be considered to have incurred a “separation from service” from the Company within the
meaning of Section 409A of the Code. Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate
identified payment for purposes of Section 409A of the Code. Without limiting the foregoing and notwithstanding anything contained herein
to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409Aof the Code, amounts
that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement or any other arrangement between
the Executive and the Company during the six-month period immediately following the Executive’s separation from shall instead be
paid on the first business day after the date that is six months following the Executive’s separation from service (or, if earlier,
the Executive’s date of death). To the extent required to avoid an accelerated or additional tax under Section 409A of the Code,
amounts reimbursable to the Executive under this Agreement shall be paid to the Executive on or before the last day of the year following
the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in kind benefits provided to the
Executive) during one year may not affect amounts reimbursable or provided in any subsequent year. Executive is advised to seek tax advice
and agrees to assume such personal tax liability as may be incurred under this Agreement. Neither the Company nor its directors, officers,
employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Executive as a result
of the application of Section 409A of the Code. For purposes of this Section 10, Section 409A of the Code shall include all regulations
and guidance promulgated thereunder.


 


18. MITIGATION
OF DAMAGES. In no event shall the Executive be obliged to seek other employment or take any other action by way of mitigation
of the severance benefits payable to the Executive under any of the provisions of this Agreement, nor shall the amount of any severance
benefit hereunder be reduced by any compensation earned by the Executive as a result of employment by another employer, except as set
forth in this Agreement.


 






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19. REPRESENTATIONS.
The Executive represents and warrants to the Company that the Executive has the legal right to enter into this Agreement and to perform
all of the obligations on the Executive’s part to be performed hereunder in accordance with its terms and that the Executive is
not a party to any agreement or understanding, written or oral, which could prevent the Executive from entering into this Agreement or
performing all of the Executive’s obligations hereunder. The Executive further represents and warrants that Executive has not (i)
requested, solicited or encouraged, and will not request, solicit or encourage, any employees, customers or clients of any previous employers
to join or become a customer or client of the Company or to leave or cease to be a customer or client of any previous employers, in any
such case in violation of any common law duties; or (ii) brought to or used and will not bring to or use at the Company any documents
or files, whether in hard copy or electronic form, which were created, collected or received by Executive in connection with any previous
employment. The Executive further represents and warrants that he has been advised to consult with an attorney and that he has been represented
by the attorney of his choosing during the negotiation of this Agreement (or chosen not to be so represented), that he has consulted with
his attorney before executing this Agreement (or chosen not to consult an attorney), that he has carefully read and fully understand all
of the provisions of this Agreement and that he is voluntarily entering into this Agreement.


 


20. NON-DISPARAGEMENT.
Both during and after the Employment Term, the Executive and the Company (through its officers and directors) agree not to disparage the
other party, and the other party’s officers, directors, employees, shareholders, affiliates and agents, in any manner likely to
be harmful to them or their business, business reputation or personal reputation; provided that both the Executive and the Company
may respond accurately and fully to any question, inquiry or request for information when required by legal process and provided further
that nothing in this Section 20 shall preclude any party from making truthful statements that are reasonably necessary or to enforce or
defend the party’s rights under this Agreement.


 


21. WITHHOLDING.
The Company may withhold from any and all amounts payable under this Agreement such federal, state and local taxes as may be required
to be withheld pursuant to any applicable law or regulation.


 


22. SURVIVAL.
The respective obligations of, and benefits afforded to, the Company and the Executive which by their express terms or clear intent survive
termination of the Executive’s employment with the Company, including, without limitation, the provisions of Sections 6 through
26, inclusive, of this Agreement, will survive termination of the Executive’s employment with the Company, and will remain in full
force and effect according to their terms.


 


23. AGREEMENT
OF THE PARTIES. The language used in this Agreement will be deemed to be the language chosen by the parties hereto to express
their mutual intent. Neither the Executive nor the Company shall be entitled to any presumption in connection with any determination made
hereunder in connection with any arbitration, judicial or administrative proceeding relating to or arising under this Agreement.


 


24. BACKGROUND
CHECK. This offer of employment is contingent upon the completion of a standard background check, inclusive of references from
third parties (to the Company’s satisfaction), Executive’s ability to be employed in the United States and any requisite approvals
of any applicable government, regulatory or self-regulatory authority, if any. To comply with the Immigration Reform and Control Act of
1986, Executive understands and agrees to provide proof of identity and employment eligibility as required by applicable law. Executive
pledges to execute any documents necessary for the completion of same. For the sake of clarity, this Agreement shall not be Effective
until and unless the provisions of this paragraph are satisfied in GEMS America’ sole discretion.


 






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25. COOPERATION.
During and subsequent to his employment, Executive will provide cooperation to the Company and its counsel in connection with any investigation,
administrative proceeding, arbitration, or litigation relating to any matter that occurred during Executive’s employment in which
Executive was involved or of which Executive has knowledge. The Company agrees to reimburse Executive for reasonable out-of-pocket legal
fees and expenses incurred at the request of the Company with respect to Executive’s compliance with this paragraph, so long as
such expenses are approved in advance and so long as the underlying legal issue does not involve a dispute between Executive and the Company.
Further, Executive agrees that, in the event he is subpoenaed by any person or entity to give testimony or provide documents (in a deposition,
court proceeding or otherwise) which in any way relates to his employment by the Company, he will give prompt notice of such request to
the Company’s General Counsel (or his or her successor or designee) and will make no disclosure until the Company has had a reasonable
opportunity to contest the right of the requesting person or entity to such disclosure; provided, however, Executive does not need the
prior authorization of the Company to make any disclosure of possible violations of law or regulation to the Government Agencies, nor
is he required to notify the Company that he has done so. Executive agrees to maintain, and not to waive, the attorney-client and other
evidentiary privileges to which the Company is entitled, absent the prior written permission of the Company.


 


26. DEFEND
TRADE SECRET ACT NOTIFICATION. The Executive shall not be held criminally or civilly liable under any Federal or State trade secret
law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either
directly or indirectly, or to an attorney, and (ii) solely for the purpose of reporting or investigating a suspected violation of law;
or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In a case where
the Executive files a lawsuit or asserts a counterclaim alleging retaliation by the Company for reporting a suspected violation of law,
the Executive may disclose the trade secret to the Executive’s attorney and use the trade secret information in the court proceeding,
but only if the Executive (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret other
than pursuant to court order.


 


27. DISPUTE
RESOLUTION. In the event of any controversy, dispute or claim between the parties under, arising out of or related to this Agreement
(including but not limited to, claims relating to breach, termination of this Agreement, or the performance of a party under this Agreement)
whether based on contract, tort, statute or other legal theory (collectively referred to hereinafter as “Disputes”), the parties
shall follow the dispute resolution procedures set forth below. Any Dispute shall be finally settled by arbitration in accordance with
the Employment Arbitration Rules & Procedures of JAMS (“JAMS”) then in force, and that the arbitration hearings
shall be held in New York . The parties agree to (i) appoint an arbitrator or arbitrators who is knowledgeable in employment and human
resource matters and, to the extent possible, the industry in which the Company operates, and instruct the arbitrator to follow substantive
rules of law; (ii) require the testimony to be transcribed; and (iii) require the award to be accompanied by findings of fact and a statement
of reasons for the decision. The arbitrator shall have no power or authority to add to or detract from the written agreement of the parties.
If the parties cannot agree upon an arbitrator within ten (10) days after demand by either of them, either or both parties may request
JAMS name a panel of five (5) arbitrators. The Company shall strike the names of two (2) off this list; then, the Executive shall strike
two (2) of the remaining names; and the remaining name shall be the arbitrator. The arbitrator may award fees and expenses in his or her
discretion. Otherwise, the Company and the Executive shall each pay for their own attorneys’ fees and expenses and their pro rata
share of the JAMS fees and expenses. Any award shall be final, binding and conclusive upon the parties and a judgment rendered thereon
may be entered in any court having jurisdiction thereof. . Notwithstanding any provision in this Agreement to the contrary, the Company
shall have the right to sue for injunctive relief in Court for a breach of the obligations of this Agreement and to sue for injunctive
relief or otherwise to enforce the Confidentiality Agreement.


 


[signature page
follows]


 




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


 


	 	INX DIGITAL, INC.
	 	 	 
	 	By:	 
	 	 	Alan Silbert, Director
	 	 	 
	 	EXECUTIVE
	 	 	 
	 	 	Emiliano Rios Caban
	 	 	 
	Acknowledged and agreed by:	 	 
	 	 	 
	 	INX LIMITED
	 	 	 
	 	By:	 
	 	 	Alan Silbert
	 	Its:	Director



 




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APPENDIX A


 


FORM OF RELEASE


 


AGREEMENT AND GENERAL RELEASE


 


INX Digital, Inc. (the “Company”)
and Emiliano Rios Caban (“Executive”) agree:


 


1. Last
Day of Employment. Executive’s last day of employment with the Company was [INSERT DATE] (the “Termination Date”).
In addition, effective as of the Termination Date, Executive ceased to serve in its position with the Company and ceased to be eligible
for any benefits or compensation from the Company and its affiliates other than as specifically provided in Section 8 of the Executive
Employment Agreement between the Company and Executive dated as of [INSERT DATE] (the “Employment Agreement”).
Executive further acknowledges and agrees that from and after the date Executive executes this Agreement and General Release, Executive
will not represent (and since the Termination Date the Executive has not represented) the Executive as being a director, employee, officer,
trustee, agent or representative of the Company or its affiliates for any purpose. In addition, effective as of Termination Date, Executive
resigns from all offices, directorships, trusteeships, committee memberships and fiduciary capacities held with, or on behalf of, the
Company and its affiliates or any benefit plans of the Company and its affiliates. These resignations will become irrevocable as set forth
in Section 3 below.


 


2. Consideration.
The parties acknowledge that this Agreement and General Release is being executed in accordance with Section 8 of the Employment Agreement.


 


3. Revocation.
Executive may revoke this Agreement and General Release for a period of seven (7) calendar days following the day Executive executes this
Agreement and General Release. Any revocation within this period must be submitted in writing to the Company and state, “I hereby
revoke my acceptance of our Agreement and General Release.” The revocation must be personally delivered to the Chairman of the Board,
INX Digital, Inc., or his designee. This Agreement and General Release shall become effective and irrevocable on the eighth (8th) day
after Executive executes it, unless earlier revoked by Executive in accordance with this Section 3.


 


4. General
Release of Claims. (A) Executive and the Executive’s heirs, executors, administrators, successors and assigns (collectively
referred to throughout this Agreement as “Executive”) knowingly and voluntarily release and forever discharge the Company
and its affiliates, subsidiaries, divisions, benefit plans, successors and assigns in such capacity, and the current, future and former
employees, officers, directors, trustees and agents thereof (collectively referred to as “the Company”) from any and
all actions, causes of action, contributions, indemnities, duties, debts, sums of money, suits, controversies, restitutions, understandings,
agreements, promises, claims regarding stock, stock options or other forms of equity compensation, commitments, damages, fees and liabilities,
responsibilities and any and all claims, demands, executions and liabilities of whatsoever kind, nature or description, oral or written,
known or unknown, matured or unmatured, suspected or unsuspected at the present time, in law or in equity, whether known and unknown,
against the Company, which the Executive has, has ever had or may have as of the date of Executive’s execution of this Agreement
and General Release, including, but not limited to, any alleged violation of:


 


		-	Title VII of the Civil Rights Act of 1964, as amended;



 


		-	The Civil Rights Act of 1991;



 






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		-	Sections 1981 through 1988 of Title 42 of the United States Code, as amended;



 


		-	The Employee Retirement Income Security Act of 1974, as amended;



 


		-	The Immigration Reform and Control Act, as amended;



 


		-	The Americans with Disabilities Act of 1990, as amended;



 


		-	The Age Discrimination in Employment Act of 1967, as amended;



 


		-	The Older Workers Benefit Protection Act of 1990;



 


		-	The Worker Adjustment and Retraining Notification Act, as amended;



 


		-	The Occupational Safety and Health Act, as amended;



 


		-	The Family and Medical Leave Act of 1993;



 


		-	Any applicable wage act;



 


		-	Any applicable anti-discrimination laws;



 


		-	Any wage payment and collection, equal pay and other similar laws, acts and statutes ;



 


		-	Any other federal, state or local civil or human rights law or any other local, state or federal law, regulation
or ordinance;



 


		-	Any public policy, contract, tort, or common law; or



 


		-	Any allegation for costs, fees, or other expenses including attorneys’ fees incurred in these matters.



 


Notwithstanding anything herein
to the contrary, this Agreement and General Release do not apply to: (i) Executive’s express rights or claims for accrued vested
benefits under any employee benefit plan, policy or arrangement maintained by the Company or under COBRA; (ii) Executive’s rights
under the provisions of the Employment Agreement which are intended to survive termination of employment; (iii) Executive’s rights
as a stockholder (if Executive is a stockholder); or (iv) any rights of the Executive to indemnification as a Director or Officer of the
Company.


 


5. No
Claims Permitted. Executive waives Executive’s right to file any charge or complaint against the Company arising out of Executive’s
employment with or separation from the Company before any federal, state or local court or any state or local administrative agency, except
where such waivers are prohibited by law (with the understanding that that this Agreement and General Release bars the Executive from
recovering monetary relief from the Company in connection with any charges or complaints which are not waived hereunder).


 






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Furthermore, nothing in this Agreement or General
Release and Waiver of Claims prohibits Executive from reporting possible violations of federal law or regulation to any governmental agency
or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, the Equal Employment
Opportunity Commission, the National Labor Relations Board, and any agency Inspector General, or making other disclosures that are protected
under the whistleblower provisions of federal law or regulation. Executive does not need the prior authorization of the Company to make
any such reports or disclosures and Executive is not required to notify the Company that Executive has made such reports or disclosures.


 


6. Affirmations.
Executive affirms he has not filed, has not caused to be filed, and is not presently a party to, any claim, complaint, or action against
the Company in any forum. Executive further affirms that he has been paid and/or has received all compensation, wages, bonuses, commissions,
and/or benefits to which Executive may be entitled and no other compensation, wages, bonuses, commissions and/or benefits are due to Executive,
except as provided in Section 8 of the Employment Agreement. Executive also affirms Executive has no known workplace injuries.


 


7. Cooperation;
Return of Property. Executive agrees to reasonably cooperate with the Company and its counsel in connection with any investigation,
administrative proceeding or litigation relating to any matter that occurred during Executive’s employment in which Executive was
involved or of which Executive has knowledge. the Company will reimburse the Employee for any reasonable out-of-pocket travel, delivery,
legal fees and/or similar expenses incurred in providing such service to the Company. Executive represents that he has returned to the
Company all property belonging to the Company, including but not limited to: all computer hardware, and software, all Company electronic
devices, and all Company paper or electronic files..


 


8. Governing
Law and Interpretation. This Agreement and General Release shall be governed and conformed in accordance with the laws of Delaware
without regard to its conflict of laws provisions. In the event Executive or the Company breaches any provision of this Agreement and
General Release, Executive and the Company affirm either may institute an action to specifically enforce any term or terms of this Agreement
and General Release. Should any provision of this Agreement and General Release be declared illegal or unenforceable by any court of competent
jurisdiction and should the provision be incapable of being modified to be enforceable, such provision shall immediately become null and
void, leaving the remainder of this Agreement and General Release in full force and effect. Nothing herein, however, shall operate to
void or nullify any general release language contained in the Agreement and General Release.


 


9. No
Admission of Wrongdoing. Executive agrees neither this Agreement and General Release nor the furnishing of the consideration for this
Agreement and General Release shall be deemed or construed at any time for any purpose as an admission by the Company of any liability
or unlawful conduct of any kind.


 






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10. Non-Disparagement.
Executive and the Company (through its officers and directors) agree not to disparage the other party, and the other party’s officers,
directors, employees, shareholders and agents, in any manner likely to be harmful to them or their business, business reputation or personal
reputation; provided that both Executive and the Company may respond accurately and fully to any question, inquiry or request for
information when required by legal process and provided further that nothing in this Section 10 shall preclude the Company or Executive
from making truthful statements that are reasonably necessary or to enforce or defend the party’s rights under this Agreement and
General Release.


 


11. Amendment.
This Agreement and General Release may not be modified, altered or changed except upon express written consent of both parties wherein
specific reference is made to this Agreement and General Release.


 


12. Entire
Agreement. This Agreement and General Release and the Confidentiality Agreement (as defined in the Employment Agreement) sets forth
the entire agreement between the parties hereto and fully supersedes any prior agreements or understandings between the parties; provided,
however, that notwithstanding anything in this Agreement and General Release, the provisions in the Employment Agreement which
are intended to survive termination of the Employment Agreement, including but not limited to those contained in Sections 10, 20, and
25 thereof, shall survive and continue in full force and effect. Executive acknowledges Executive has not relied on any representations,
promises, or agreements of any kind made to Executive in connection with Executive’s decision to accept this Agreement and General
Release.


 


13. ADEA.
Executive understands and acknowledges that Executive is waiving and releasing any rights Executive may have under the Age Discrimination
in Employment Act of 1967 (“ADEA”), and that this waiver and release is knowing and voluntary. Executive understands
and agrees that this waiver and release does not apply to any rights or claims that may arise under the ADEA after the date Executive
signs this Agreement and General Release. Executive understands and acknowledges that the consideration given for this waiver and release
is in addition to anything of value to which Executive was already entitled. Executive further understands and acknowledges that Executive
has been advised by this writing that nothing in this Agreement prevents or precludes Executive from challenging or seeking a determination
in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties, or costs for doing
so, unless specifically authorized by federal law.


 


[signature page follows]


 




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EXECUTIVE HAS BEEN ADVISED THAT
EXECUTIVE HAS UP TO TWENTY-ONE (21) CALENDAR DAYS TO REVIEW THIS AGREEMENT AND GENERAL RELEASE AND HAS BEEN ADVISED IN WRITING TO CONSULT
WITH AN ATTORNEY PRIOR TO EXECUTION OF THIS AGREEMENT AND GENERAL RELEASE.


 


EXECUTIVE AGREES ANY MODIFICATIONS,
MATERIAL OR OTHERWISE, MADE TO THIS AGREEMENT AND GENERAL RELEASE DO NOT RESTART OR AFFECT IN ANY MANNER THE ORIGINAL TWENTY-ONE (21)
CALENDAR DAY CONSIDERATION PERIOD. IN THE EVENT EXECUTIVE SIGNS THIS AGREEMENT AND GENERAL RELEASE AND RETURNS IT TO THE COMPANY IN LESS
THAN THE TWENTY-ONE (21) DAY PERIOD IDENTIFIED ABOVE, EXECUTIVE HEREBY ACKNOWLEDGES THAT EXECUTIVE HAS FREELY AND VOLUNTARILY CHOSEN TO
WAIVE THE TIME PERIOD ALLOTTED FOR CONSIDERING THIS AGREEMENT AND GENERAL RELEASE.


 


HAVING ELECTED TO EXECUTE THIS
AGREEMENT AND GENERAL RELEASE, TO FULFILL THE PROMISES SET FORTH HEREIN, AND TO RECEIVE THE SUMS AND BENEFITS SET FORTH IN THE EMPLOYMENT
AGREEMENT, EXECUTIVE FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTERS INTO THIS AGREEMENT AND GENERAL RELEASE INTENDING TO WAIVE,
SETTLE AND RELEASE ALL CLAIMS EXECUTIVE HAS OR MIGHT HAVE AGAINST THE COMPANY.


 


IN WITNESS WHEREOF, the parties
hereto knowingly and voluntarily executed this Agreement and General Release as of the date set forth below:


 


	 	INX DIGITAL, INC.
	 	 
	 	By:	 
	 	 	Alan Silbert, Director
	 	 
	 	Date:	 
	 	 
	 	EXECUTIVE
	 	 
	 	 
	 	 	Emiliano Rios Caban
	 	 
	 	Date:	 


 


 


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