Exhibit 4.1


 


INX LIMITED


INX TOKEN PURCHASE AGREEMENT


   


NOTICES:


 


THE TERMS OF THIS AGREEMENT FORM A BINDING
LEGAL CONTRACT BETWEEN YOU AND INX LIMITED (THE “COMPANY”). CAREFULLY READ ALL OF THE TERMS OF THIS AGREEMENT
BEFORE CLICKING THE “I AGREE” BUTTON. BY CLICKING THE “I AGREE” BUTTON YOU ACKNOWLEDGE YOUR CONSENT AND
AGREEMENT TO ALL THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL THE TERMS OF THIS AGREEMENT,
DO NOT CLICK “I AGREE.” IF YOU HAVE ANY QUESTIONS REGARDING THE EFFECT OF THE TERMS AND CONDITIONS IN THIS AGREEMENT,
YOU ARE ADVISED TO CONSULT INDEPENDENT LEGAL COUNSEL.


 


THE DISTRIBUTION OF THIS AGREEMENT AND
THE OFFER AND SALE OF THE INX TOKENS MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS. THIS AGREEMENT DOES NOT CONSTITUTE AN
OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY (AND MAY NOT BE CIRCULATED TO ANY PERSONS) IN ANY COUNTRY, STATE, OR OTHER
JURISDICTION WHEN IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH STATE OR JURISDICTION. THIS OFFERING IS NOT MADE TO
OR DIRECTED AT, AND MAY NOT BE ACTED UPON BY, PERSONS OR ENTITIES IN, OR CITIZENS OF, ARGENTINA, BALKANS, BANGLADESH, BELARUS,
BOLIVIA, BULGARIA, BURMA, COSTA RICA, COTE D’IVOIRE (IVORY COAST), CUBA, DEMOCRATIC REPUBLIC OF CONGO, ECUADOR, ICELAND, INDIA,
INDONESIA, IRAN, IRAQ, LIBERIA, MEXICO, NICARAGUA, NORTH KOREA, PEOPLE’S REPUBLIC OF CHINA, QATAR, RUSSIA, SLOVENIA, SOUTH
KOREA, SUDAN, SYRIA, UNITED ARAB EMIRATES, VIETNAM, ZIMBABWE, AND ANY OTHER JURISDICTION IN WHICH THIS OFFERING IS, OR MAY BECOME,
PROHIBITED (EACH A “PROHIBITED JURISDICTION”). ACCORDINGLY, NO PERSON OR ENTITY IN A PROHIBITED JURISDICTION SHALL
BE ELIGIBLE OR PERMITTED TO, WHETHER DIRECTLY OR INDIRECTLY, SUBSCRIBE, PURCHASE OR ACQUIRE, OR OFFER TO SUBSCRIBE, PURCHASE OR
ACQUIRE, ANY INX TOKENS. THIS AGREEMENT AND ANY OTHER DOCUMENT OR MATERIAL IN CONNECTION WITH THE OFFER OR SALE, OR THE INVITATION
TO PURCHASE, THE INX TOKENS MAY NOT BE CIRCULATED OR DISTRIBUTED, WHETHER DIRECTLY OR INDIRECTLY, TO PERSONS OR ENTITIES IN, OR
CITIZENS OF, A PROHIBITED JURISDICTION.


 






     


     


    

 


THE TOKENS MAY NOT BE OFFERED OR SOLD
IN HONG KONG BY MEANS OF ANY DOCUMENT OTHER THAN (I) IN CIRCUMSTANCES WHICH DO NOT CONSTITUTE AN OFFER TO THE PUBLIC WITHIN THE
MEANING OF THE COMPANIES (WINDING UP AND MISCELLANEOUS PROVISIONS) ORDINANCE (CAP. 32 OF THE LAWS OF HONG KONG) (“COMPANIES
(WINDING UP AND MISCELLANEOUS PROVISIONS) ORDINANCE”) OR WHICH DO NOT CONSTITUTE AN INVITATION TO THE PUBLIC WITHIN THE
MEANING OF THE SECURITIES AND FUTURES ORDINANCE (CAP. 571 OF THE LAWS OF HONG KONG) (“SECURITIES AND FUTURES ORDINANCE”),
OR (II) TO “PROFESSIONAL INVESTORS” AS DEFINED IN THE SECURITIES AND FUTURES ORDINANCE AND ANY RULES MADE THEREUNDER,
OR (III) IN OTHER CIRCUMSTANCES WHICH DO NOT RESULT IN THE DOCUMENT BEING A “PROSPECTUS” AS DEFINED IN THE COMPANIES
(WINDING UP AND MISCELLANEOUS PROVISIONS) ORDINANCE, AND NO ADVERTISEMENT, INVITATION OR DOCUMENT RELATING TO THE TOKENS MAY BE
ISSUED OR MAY BE IN THE POSSESSION OF ANY PERSON FOR THE PURPOSE OF ISSUE (IN EACH CASE WHETHER IN HONG KONG OR ELSEWHERE), WHICH
IS DIRECTED AT, OR THE CONTENTS OF WHICH ARE LIKELY TO BE ACCESSED OR READ BY, THE PUBLIC IN HONG KONG (EXCEPT IF PERMITTED TO
DO SO UNDER THE SECURITIES LAWS OF HONG KONG) OTHER THAN WITH RESPECT TO INSTRUMENTS WHICH ARE OR ARE INTENDED TO BE DISPOSED
OF ONLY TO PERSONS OUTSIDE HONG KONG OR ONLY TO “PROFESSIONAL INVESTORS” IN HONG KONG AS DEFINED IN THE SECURITIES
AND FUTURES ORDINANCE AND ANY RULES MADE THEREUNDER. THE CONTENTS OF THIS DOCUMENT HAVE NOT BEEN REVIEWED BY ANY REGULATORY AUTHORITY
IN HONG KONG. YOU ARE ADVISED TO EXERCISE CAUTION IN RELATION TO THE OFFER. IF YOU ARE IN ANY DOUBT ABOUT THE CONTENTS OF THIS
DOCUMENT, YOU SHOULD OBTAIN INDEPENDENT PROFESSIONAL ADVICE.


 


THE TOKENS ARE BEING OFFERED IN TO A LIMITED
NUMBER OF QUALIFIED INSTITUTIONAL INVESTORS (TEKIKAKU KIKAN TOSHIKA, AS DEFINED IN THE SECURITIES EXCHANGE LAW OF JAPAN (LAW NO.
25 OF 1948, AS AMENDED)) AND/OR A SMALL NUMBER OF INVESTORS, IN ALL CASES UNDER CIRCUMSTANCES THAT WILL FALL WITHIN THE PRIVATE
PLACEMENT EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES EXCHANGE LAW AND OTHER RELEVANT LAWS AND REGULATIONS
OF JAPAN. AS SUCH, THE TOKENS HAVE NOT BEEN REGISTERED AND WILL NOT BE REGISTERED UNDER THE SECURITIES EXCHANGE LAW OF JAPAN.
THE PURCHASER OF THE TOKENS AGREES NOT TO RE-TRANSFER OR RE-ASSIGN THE TOKENS TO ANYONE OTHER THAN NON-RESIDENTS OF JAPAN EXCEPT
PURSUANT TO A PRIVATE PLACEMENT EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF, AND OTHERWISE IN COMPLIANCE WITH, THE SECURITIES
EXCHANGE LAW AND OTHER RELEVANT LAWS AND REGULATIONS OF JAPAN.


 






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THE TOKENS AND ANY DOCUMENTS USED IN CONNECTION
THEREWITH HAVE NOT BEEN REGISTERED AS A PROSPECTUS WITH THE MONETARY AUTHORITY OF SINGAPORE UNDER THE SECURITIES AND FUTURES ACT,
CHAPTER 289 OF SINGAPORE (“SFA”). ACCORDINGLY, THE TOKENS AND ANY OTHER DOCUMENT IN CONNECTION WITH THE OFFER OR SALE,
OR INVITATION FOR SUBSCRIPTION OR PURCHASE, HEREOF MAY NOT BE CIRCULATED OR DISTRIBUTED, NOR MAY IT BE OFFERED OR SOLD, OR BE
MADE THE SUBJECT OF AN INVITATION FOR SUBSCRIPTION OR PURCHASE, WHETHER DIRECTLY OR INDIRECTLY, TO ANY PERSON IN SINGAPORE OTHER
THAN (I) TO AN INSTITUTIONAL INVESTOR UNDER SECTION 274 OF THE SFA, (II) TO A RELEVANT PERSON PURSUANT TO SECTION 275(1), OR ANY
PERSON PURSUANT TO SECTION 275(1A), AND IN ACCORDANCE WITH THE CONDITIONS SPECIFIED IN SECTION 275 OF THE SFA, OR (III) OTHERWISE
PURSUANT TO, AND IN ACCORDANCE WITH THE CONDITIONS OF, ANY OTHER APPLICABLE PROVISION OF THE SFA. WHERE THE TOKENS ARE SUBSCRIBED
FOR OR PURCHASED UNDER SECTION 275 OF THE SFA BY A RELEVANT PERSON WHICH IS A TRUST (WHERE THE TRUSTEE IS NOT AN ACCREDITED INVESTOR
(AS DEFINED IN SECTION 4A OF THE SFA)) WHOSE SOLE PURPOSE IS TO HOLD INVESTMENTS AND EACH BENEFICIARY OF THE TRUST IS AN ACCREDITED
INVESTOR, THE BENEFICIARIES’ RIGHTS AND INTEREST (HOWSOEVER DESCRIBED) IN THAT TRUST SHALL NOT BE TRANSFERABLE FOR 6 MONTHS
AFTER THAT TRUST HAS ACQUIRED THE SHARES UNDER SECTION 275 OF THE SFA EXCEPT: (1) TO AN INSTITUTIONAL INVESTOR UNDER SECTION 274
OF THE SFA OR TO A RELEVANT PERSON (AS DEFINED IN SECTION 275(2) OF THE SFA), (2) WHERE SUCH TRANSFER ARISES FROM AN OFFER THAT
IS MADE ON TERMS THAT SUCH RIGHTS OR INTEREST ARE ACQUIRED AT A CONSIDERATION OF NOT LESS THAN S$200,000 (OR ITS EQUIVALENT IN
A FOREIGN CURRENCY) FOR EACH TRANSACTION (WHETHER SUCH AMOUNT IS TO BE PAID FOR IN CASH OR BY EXCHANGE OF SECURITIES OR OTHER
ASSETS), (3) WHERE NO CONSIDERATION IS OR WILL BE GIVEN FOR THE TRANSFER, (4) WHERE THE TRANSFER IS BY OPERATION OF LAW, (5) AS
SPECIFIED IN SECTION 276(7) OF THE SFA, OR (6) AS SPECIFIED IN REGULATION 32.


 





 



 


 






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SUMMARY


 


Review this INX Token Purchase
Agreement following your completion of certain questions on our online website platform [__________] (the “Purchasing
Site”). If your responses remain accurate and correct, sign this completed agreement using electronic signature.


 


Except
as otherwise required by law, subscriptions may not be withdrawn or cancelled by subscribers.


 


Purchase Price (USD): [____]
(minimum amount: $1000)


 


Purchase Price (BTC): [____]
(BTC/USD Exchange Rate: [____])


 


Purchase Price (ETH): [____]
(ETH /USD Exchange Rate: [____]))


 


Number of INX Tokens (Purchased
Tokens):[____]


 


* INX Tokens are being
purchased, sold and transferred in fractional divisions up to five decimal places (0.00001). Sales of INX Tokens by the Company
that would otherwise result in fractional divisions of more than five decimal places have been rounded down.


 


PREAMBLE


 


This Token Purchase Agreement
(this “Agreement”) contains the terms and conditions that govern your purchase of the INX Tokens, an ERC20
blockchain asset that is programmed using a smart contract that is compatible with the Ethereum blockchain (the “Tokens”
or “INX Tokens”) and it defines your rights and obligations with respect to the purchased Tokens. This is an
agreement between you (“Purchaser” or “you”) and INX Limited, a Gibraltar private company
limited by shares (the “Company”). Purchaser and the Company are herein referred to individually as a “Party”
and collectively as the “Parties.”


 


WHEREAS, the Company
is engaged in an initial public offering of Tokens (the “Offering”) and, in connection therewith, has determined
to issue and deliver up to 130,000,000 Tokens to investors in the Offering; and


 


WHEREAS, Purchaser desires
to purchase from the Company, and the Company desires to issue and sell to Purchaser, Tokens in an amount and for the consideration
set forth on Exhibit A attached hereto.


 


WHEREAS, the Offering,
including the sale of the Tokens to Purchaser under this Agreement, shall be registered under the Securities Act of 1933, as amended,
and the rules and regulations thereunder (collectively, the “Securities Act”). A registration statement on
Form F-1 (File No. 333-233363), including a related preliminary prospectus dated [------------], 2019, relating to the Offering
has been prepared and filed by the Company with the Securities and Exchange Commission (“Commission”) in conformity
with the requirements of the Securities Act. Such registration statement (as amended, if applicable) at the time it becomes effective
and the prospectus relating to the Offering included in the Registration Statement (in each case, including the information, if
any, deemed to be part thereof pursuant to Rule 430A(b)), as from time to time amended or supplemented, are hereinafter referred
to as the “Registration Statement” and the “Prospectus,” respectively.


 






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NOW, THEREFORE, for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:


 


1. Purchase
of Tokens.


 


1.1 Issuance
and Sale of Tokens; Purchase Price.


 


(a) Subject
to the terms and conditions set forth herein, Purchaser, intending to be legally bound, hereby irrevocably agrees to purchase
from the Company the number of Tokens set forth on Exhibit A attached hereto, (the “Purchased Tokens”)
for the purchase price set forth on Exhibit A (the “Purchase Price) all in accordance with the terms and conditions
of this Agreement. The Purchase Price shall reflect a purchase price per Token of USD$[____]. Exhibit A shall also reflect
the Purchase Price in bitcoin (BTC) and ether (ETH) as well as the applicable BTC/USD and ETH/USD exchange rates.


 


(b) This
Agreement shall be an effective and binding commitment (the “Commitment”) of Purchaser when Purchaser has entered
the amount of Tokens Purchaser desires to purchase at the Purchase Price, clicks the check box and the “I AGREE” button
on the Purchasing Site to indicate that Purchaser has read, acknowledges and agrees to the terms of this Agreement, executes this
Agreement and submits this Agreement to the Company. Purchaser agrees to be bound on this basis, and confirms that Purchaser has
read in full and acknowledges this Agreement and the terms on which Purchaser is bound.


 


(c) Purchaser
acknowledges and agrees that this agreement to purchase cannot be withdrawn, terminated, or revoked. This agreement to purchase
shall be binding on the heirs, executors, administrators, successors and assigns of Purchaser. This agreement to purchase is not
transferable or assignable by Purchaser, except as expressly provided in the terms and conditions of this Agreement.


 


(d) The
Company has provided specific procedures on how Purchaser may seek to purchase Tokens through the Purchasing Site. By purchasing
Tokens, Purchaser acknowledges, agrees to, and has no objection to such procedures and specifications. Purchaser further acknowledges
and agrees that failure to properly use the Purchasing Site and follow such procedures, including the submission of all required
documentation, may result in a rejection of Purchaser’s agreement to purchase and Purchaser not receiving any Tokens. Unauthorized
access or use of the Purchasing Site or the receipt or purchase of Tokens in the Offering through any other means are not sanctioned
or agreed to in any way by the Company. Purchaser should take great care to verify the accuracy of the universal resource locator
for the Purchasing Site used to purchase Tokens.


 


(e) Upon
the basis of the representations and warranties, and subject to the terms and conditions, set forth herein, the Company agrees
to issue and sell the Purchased Tokens to Purchaser on the Closing (as defined below) for the Purchase Price.


 






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(f) The
Company intends to allocate and sell Tokens in accordance with the terms of the Prospectus. The Company plans to enter into purchase
agreements with other investors, providing for the sale of Tokens to such other investors, and such purchase agreements will be
separate but substantially similar to this Agreement. Each of the purchase agreements is a separate agreement.


 


1.2 Payment
of the Purchase Price. Upon execution of this Agreement, Purchaser authorizes: (a) Metropolitan Commercial Bank, a New York
State-chartered bank (the “Escrow Agent”) as escrow agent for the Offering, to request the Purchase Price from
Purchaser’s bank (details of which are set out in the “Payment Details” section on Exhibit A attached
hereto) to be deposited in the escrow account; (b) if the Company has received committed purchases equal to or exceeding the Minimum
Offering Amount (as defined below), (i) the transfer of funds in an amount equal to the Purchase Price from Purchaser’s
bank account into the Company’s bank account or (ii) the transfer of bitcoin (BTC) and ether (ETH) in an amount equal to
the Purchase Price from Purchaser’s digital wallet into the Company’s digital wallet. Prior to the Company receiving
committed purchases equal to or exceeding the Minimum Offering Amount, the Company shall cause the Escrow Agent to maintain all
such funds for Purchaser’s benefit in a segregated non-interest-bearing account until the earliest to occur of: (x) the
Closing, (y) the rejection of this Agreement (in accordance with Section 1.4 hereof) or (z) the termination of the Offering
by the Company in its sole discretion.


 


1.3 Termination
of Offering or Rejection of Token Purchase Agreement.


 


(a) In
the event that (i) the Company does not effect the Closing on or before the date which is one year from the Offering being qualified
by the U.S. Securities and Exchange Commission (the “SEC”), (ii) the Company receives Purchaser’s purchase
request after the maximum number of Tokens in the Offering (130,000,000) has been sold, or (iii) the Offering is terminated by
the Company in its sole discretion, the Company will cause its payment services provider or the Escrow Agent, as applicable, to
refund promptly the Purchase Price paid by Purchaser, without deduction, offset or interest accrued thereon and this Agreement
shall thereafter be of no further force or effect.


 


(b) Purchaser
acknowledges and agrees that the Company, in its sole discretion, reserves the right to accept or reject this or any other agreement
to purchase INX Tokens, in whole or in part, and for any reason or no reason, notwithstanding prior receipt by Purchaser of notice
of acceptance of this Agreement. If the Company rejects a subscription, either in whole or in part (which decision is in its sole
discretion), the Company shall cause its payment services provider or the Escrow Agent, as applicable, to return promptly the
rejected Purchase Price or the rejected portion thereof to Purchaser without deduction, offset or interest accrued thereon. If
this offer is rejected in whole this Agreement shall thereafter be of no further force or effect. If this offer is rejected in
part, this Agreement will continue in full force and effect to the extent this subscription was accepted.


 






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1.4 Acceptance
of Subscription.


 


(a) Upon
the consummation of the purchase and sale of the Purchased Tokens and the other transactions contemplated hereby (the “Closing”),
if the Company accepts this Agreement in whole or in part, the Company shall execute and deliver to Purchaser a counterpart executed
copy of this Agreement and cause the Escrow Agent to release the Purchase Price (or applicable portion thereof if such subscription
is only accepted in part) to the Company. The Closing shall take place at the offices of the Company, on a date to be determined
by the Company in its sole discretion (the “Closing Date”). The Closing shall occur no earlier than the date
that the Company has received commitments from all purchasers in the aggregate of not less than $5,000,000 (the “Minimum
Offering Amount”).


 


(b) At
the Closing, subject to the terms hereof, the Company shall deliver to Purchaser’s Ethereum wallet (details of which
are set out in the “Digital Wallet” section on Exhibit A herein) the number of Tokens equal to the Purchased
Tokens. Purchaser acknowledges and agrees that the sale of Tokens pursuant to this Agreement is made subject to the condition
that the Tokens to be issued and delivered on account of this Agreement will be issued only in the name of and delivered only
to Purchaser.


 


(c) The
Company shall have no obligation hereunder until (a) Purchaser has executed and delivered to the Company this Agreement and a
substitute Form W-9 (if applicable); (b) Purchaser has deposited the Purchase Price in accordance with this Agreement; (c) the
Company has executed and delivered to Purchaser an executed copy of this Agreement; and (d) all other conditions to Closing have
been satisfied and the Closing has occurred.


 


(d) In
the event that the Closing does not take place for any reason with respect to all or some of the Tokens, the Company shall be
deemed to have rejected this subscription, either in whole or in part, in accordance with Section 1.3(b) hereof and the
Company shall cause its payment services provider or the Escrow Agent, as applicable, to return promptly the rejected Purchase
Price or the rejected portion thereof to Purchaser without deduction, offset or interest accrued thereon.


 


1.5 Rights
as Holder of Tokens. Purchaser acknowledges and agrees that upon and after the Closing the Tokens shall have only such rights
and attributes as are expressly set forth on Exhibit B, subject to the terms thereof, including but not limited to each
of the restrictions and conditions described on Exhibit B.


 


1.6 No
Claim, Loan or Ownership Interest. Except as otherwise expressly set forth herein, the purchase of Tokens: (a) does not provide
Purchaser with rights of any form with respect to the Company or its revenues or assets, including, without limitation, any voting,
distribution, redemption, liquidation, proprietary (including all forms of intellectual property) or other financial or legal
rights; (b) is not a loan to Company; and (c) does not provide Purchaser with any ownership, equity, or other interest in the
Company.


 


1.7 Intellectual
Property. Purchaser acknowledges and agrees that the Company retains all right, title and interest in all of the Company’s
intellectual property contained in the Tokens, including, without limitation, inventions, ideas, concepts, code, discoveries,
processes, marks, methods, software, compositions, formulae, techniques, information and data, whether or not patentable, copyrightable
or protectable in trademark, and any trademarks, copyright or patents based thereon. Purchaser agrees not to use, reverse engineer,
modify, or alter any of the Company’s intellectual property for any reason without the Company’s prior written consent.


 






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2. Representations
and Warranties of Purchaser.


 


In connection with the
issuance and sale of the Tokens hereunder, Purchaser hereby represents and warrants to the Company that on the date hereof and
as of the Closing Date:


 


2.1 Risk
Factors. Purchaser is aware that an investment in the Tokens involves a significant degree of risk, and has received the Prospectus
and, in particular, the “Risk Factors” section therein. Purchaser acknowledges that no representations or warranties
have been made to it or to its advisors or representatives with respect to the business or prospects of the Company or its financial
condition other than as provided in the Prospectus.


 


2.2 Investor
Certification. Purchaser has submitted the Investor Certification (attached as Exhibit C attached hereto) and confirms
that all of the information included in the Investor Certification, as well as all other information furnished by Purchaser
in connection with the purchase of Tokens, including any and all verification forms, certifications and “know your customer”
documentation, are true and correct and complete in all respects as of the date of the Closing, and do not contain any misstatements
of fact or omit any fact necessary to make the statements contained therein not misleading, inaccurate or otherwise untrue. Purchaser
acknowledges that the Company enters into this Agreement and agrees to sell to Purchaser the Purchased Tokens in reliance on the
truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings made by Purchaser as set
forth in this Agreement and in the Investor Certification. Purchaser agrees to promptly provide the Company and its respective
agents with such other information as may be reasonably necessary for them to confirm the information provided in this Agreement
and the Investor Certification.


 


2.3 Authorization.
Purchaser has all requisite power and authority to execute and deliver this Agreement, to purchase the Purchased Tokens, and to
carry out and perform its obligations under this Agreement. All action on Purchaser’s part required for the lawful execution
and delivery of this Agreement and other agreements required hereunder have been or will be effectively taken prior to the Closing
Date. This Agreement has been duly executed by Purchaser. The Agreement constitutes a legal, valid and binding obligation of Purchaser
enforceable against Purchaser in accordance with its terms, except that such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors’ rights
generally and by equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law). If an
individual, Purchaser is at least eighteen (18) years old and of sufficient legal age and capacity to enter into this Agreement.
If a legal entity, Purchaser is duly organized, validly existing and in good standing under the Laws of its domiciliary jurisdiction
and each jurisdiction where it conducts business.


 


2.4 No
Conflicts. The execution, delivery and performance of this Agreement will not result in (a) any violation of, be in conflict
with or constitute a material default under, with or without the passage of time or the giving of notice of, (i) any provision
of Purchaser’s organizational documents, if applicable; (ii) any provision of any judgment, decree or order to which Purchaser
is a party, by which it is bound, or to which any of its assets are subject; (iii) any agreement, obligation, duty or commitment
to which Purchaser is a party or by which it is bound; or (iv) any laws, statutes, ordinances, rules, regulations, judgments,
injunctions, administrative interpretations, orders and decrees of any Governmental Authority, including amendments thereto (collectively,
“Laws”); or (b) the creation of any lien, charge or encumbrance upon any assets of Purchaser. “Governmental
Authority” shall mean any nation or government, any state or other political subdivision thereof, any entity exercising
legislative, executive, judicial or administrative functions of or pertaining to government, including without limitation any
government authority, agency, department, board, commission or instrumentality and any court, tribunal or arbitrator(s) of competent
jurisdiction and any self-regulatory organization. For the avoidance of doubt, Governmental Authority may include private bodies
exercising quasi-governmental, regulatory or judicial-like functions to the extent they relate to either Parties or the Tokens.


 






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2.5 No
Consents or Approvals. The execution and delivery of and performance under this Agreement require no approval or other action
from any Governmental Authority or person or entity other than the Company, except for such consents, approvals, authorizations,
orders, filings, registrations or qualifications as (a) have already been obtained or made and are still in full force and effect,
(b) may be required by FINRA, (c) may be required by the Gibraltar Financial Services Commission, and (d) may be required under
applicable state securities Laws in connection with the purchase, distribution and resale of Tokens.


 


2.6 Suitability,
Experience, and Ability to Bear Risk.


 


(a) Purchaser
is aware that certain U.S. states have established suitability standards for purchasers in the Offering and subsequent purchasers
of INX Tokens. Purchaser has received the Prospectus and, in particular, the “Suitability Standards” section therein.
Purchaser meets all applicable suitability standards listed in the “Suitability Standards” section of the Prospectus.


 


(b) Purchaser
has sufficient knowledge and experience in business, technology, financial, securities, and securities investments matters, including
a sufficient understanding of blockchain or cryptographic tokens and other digital assets, smart contracts, storage mechanisms
(such as digital or token wallets), blockchain-based software systems and blockchain technology, to be able to evaluate the risks
and merits of Purchaser’s purchase of Tokens using a digital wallet, including but not limited to the matters set forth
in the Prospectus and this Agreement, and is able to bear the risks thereof, including loss of all amounts paid, loss of Tokens
and liability to the Company and others for its acts and omissions, including without limitation those constituting a breach of
this Agreement, negligence, fraud or willful misconduct. Purchaser’s financial situation is such that Purchaser can afford
to bear the economic risk of holding Tokens for an indefinite period of time, and Purchaser can afford to suffer the complete
loss of the Purchase Price and Tokens.


 


(c) Purchaser
has obtained sufficient information in order to make an informed decision to purchase Tokens. Purchaser is not relying on the
Company or any of its owners, directors, officers, counsel, employees, agents or representatives for legal, investment or tax
advice. Purchaser represents that to the extent that Purchaser has any questions with respect to the purchase of Tokens, Purchaser
has sought professional advice. Purchaser has sought independent legal, investment and tax advice to the extent that Purchaser
has deemed necessary or appropriate in connection with Purchaser’s decision to purchase Tokens described herein.


 






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2.7 Company
Information/Opportunity to Investigate. Purchaser, in making the decision to purchase the Tokens, has relied upon an independent
investigation of the Company and has not relied upon any information or representations made by any third parties or upon any
oral or written representations or assurances from the Company, its owners, directors, officers, employees, agents, or any other
representatives of the Company, other than as expressly set forth in this Agreement, the Registration Statement, and the Prospectus. 


 


2.8 Purchasing
Site.


 


(a) Purchaser
acknowledges that the Company has established Terms of Use for the Purchasing Site, which Terms of Use may be amended from time
to time. Purchaser has read and has complied with and agrees to continue to comply with the Terms of Use for the Purchasing Site.
Purchaser has verified the accuracy of the universal resource locator for the Purchasing Site used to purchase Tokens.


 


(b) Purchaser
acknowledges that Purchaser shall be solely responsible for inputting and transmitting all required documentation correctly and
accurately.


 


(c) Purchaser
acknowledges access to the Purchasing Site may be limited, unavailable or interrupted at any time, including, but not limited
to, during periods of peak demand, market volatility, system upgrades, maintenance, or during any other events impacting Purchaser,
Company or third party providers providing systems or services necessary for the Purchasing Site to be available and that the
Company will not be liable, and Purchaser will not attempt to hold the Company liable, for any losses arising out of or relating
to any inaccuracies, duplications or errors in any purchase placed on the Purchasing Site or resulting transactions.


  


2.9 Sanctions
Compliance; Anti-Money Laundering; Funds and Payments.


 


(a) Sanctions
Compliance. Neither Purchaser, nor any person having a direct or indirect beneficial interest in Purchaser or Tokens being
acquired by Purchaser, or any person for whom Purchaser is acting as agent or nominee in connection with Tokens, has been or is
(i) the subject of sanctions administered or enforced by the United States (including without limitation the U.S. Department of
the Treasury’s Office of Foreign Asset Control), the United Kingdom, the European Union or any other Governmental Authority
(collectively, “Sanctions”), (ii) organized or resident in a country or territory that is the subject of country-wide
or territory-wide Sanctions, or (iii) otherwise a party with which the Company is prohibited from dealing with under applicable
Laws.


 


(b) Anti-Money
Laundering; Counter-Terrorism Financing. To the extent required by applicable Laws, Purchaser has complied and will continue
to comply with all anti-money laundering and counter-terrorism financing requirements.


 


(c) Funds
and Payments. The funds, including any fiat, virtual currency or cryptocurrency, Purchaser uses to purchase Tokens are not
derived from or related to any unlawful activities, including but not limited to money laundering or terrorist financing, and
Purchaser will not use, or permit the use of, Tokens to finance, engage in or otherwise support any unlawful activities. All payments
by or on behalf of Purchaser under this Agreement will be made only in Purchaser’s name, from a digital wallet or bank account
not located in a country or territory that has been designated as a “non-cooperative country or territory” by the
Financial Action Task Force, and is not a “foreign shell bank” within the meaning of the U.S. Bank Secrecy Act (31
U.S.C. § 5311 et seq.), as amended, and the regulations promulgated thereunder by the Financial Crimes Enforcement
Network, as such regulations may be amended from time to time.


 






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2.10 No
Brokerage Fees. No broker, finder or financial advisor has acted for Purchaser in connection with this Agreement or the transactions
contemplated hereby, and no broker, finder or financial advisor is entitled to any broker’s, finder’s or financial
advisor’s fee or other commission in respect thereof based in any way on any contract or arrangement with Purchaser.


 


2.11 Foreign
Purchasers. If Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code
of 1986, as amended), Purchaser hereby represents that it has satisfied itself as to the full observance of the Laws of Purchaser’s
jurisdiction in connection with any invitation to subscribe for the Tokens or any use of this Agreement, including (a) the
legal requirements within Purchaser’s jurisdiction for the purchase of the Tokens, (b) any foreign exchange restrictions
applicable to such purchase and the other transactions contemplated hereby, (c) any governmental or other consents that may
need to be obtained, and (d) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding,
redemption, sale, or transfer of the Tokens. Purchaser’s subscription and payment for and continued beneficial ownership
of the Tokens will not violate any applicable securities or other Laws of Purchaser’s jurisdiction.


 


3. Representations
and Warranties of the Company.


 


In connection with the
issuance and sale of the Tokens hereunder, the Company hereby represents and warrants to Purchaser that as of the date hereof
and as of the Closing Date:


 


3.1 Corporate
Status. The Company is a private company limited by shares duly organized, validly existing and in good standing under the
Laws of Gibraltar and has all requisite corporate power and authority to carry on its business as now conducted as described in
the Prospectus.


 


3.2 Foreign
Private Issuer and Emerging Growth Company. The Company is a “foreign private issuer” within the meaning
of Rule 405 under the Securities Act and eligible to register the offer and sale of Tokens on Form F-1 adopted by the Commission.
From the time of the initial confidential submission of the Registration Statement relating to the Tokens to the Commission through
the date hereof, the Company has been and is an Emerging Growth Company within the meaning of Rule 12b-2 under the Securities
Exchange Act of 1934.


 


3.3 Company
Power and Authority. The Company has all requisite power and authority to execute and deliver this Agreement and sell Tokens
to Purchaser and to carry out and perform its obligations under this Agreement, in each case subject to the terms hereof. The
Agreement constitutes a legal, valid and binding obligation of the Company enforceable against Company in accordance with its
terms.


 






    - 11 -


     


    

 


3.4 Authorization.
This Agreement has been duly executed and delivered by the Company, and, upon the Closing, the Tokens will have been validly issued
to Purchaser in accordance with the terms hereof. This Agreement constitutes the legal, valid and binding obligation of the Company,
enforceable against the Company in accordance with its terms (except as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of
equity (whether considered in a proceeding at law or equity)).


 


3.5 Registration
Statement and Prospectus. The Company has prepared and filed the Registration Statement with the Commission under the Securities
Act, and, prior to the Closing Date, the Commission shall have declared the Registration Statement effective under the Securities
Act. None of the Registration Statement, the Prospectus or any amendment or supplement thereto filed on or prior to the Closing
Date included or will include any untrue statement of a material fact or omitted or will omit to state a material fact, in the
case of the Registration Statement or any amendment or supplement thereto, required to be stated therein, and, in the case of
the Prospectus or any amendment or supplement thereto, necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading.


 


3.6 Token
Issuances. The INX Tokens shall be designated as “INX Tokens.” The number of authorized INX Tokens is 200,000,000
of which up to 130,000,000 are being offered for sale in the Offering. Upon issuance pursuant to this Agreement, the Purchased
Tokens will be validly issued, fully paid and non-assessable and free of preemptive rights.


 


3.7 No
Conflict. The execution, delivery and performance of this Agreement will not result in: (a) any violation of, be in conflict
with in any material respect, or constitute a material default under, with or without the passage of time or the giving of notice
(i) any provision of the Company’s Memorandum and Articles of Association, (ii) any provision of any judgment, decree or
order to which the Company is a party, by which it is bound, or to which any of its material assets are subject, (iii) any material
contract, obligation or commitment to which the Company is a party or by which it is bound, or (iv) any applicable Laws; or (b)
the creation of any material lien, charge or encumbrance upon any material assets of the Company.


 


3.8 No
Consents or Approvals. The execution and delivery of and performance under this Agreement require no approval or other action
from any Governmental Authority or person or entity other than the Company, except for such consents, approvals, authorizations,
orders, filings, registrations or qualifications as (a) have already been obtained or made and are still in full force and effect,
(b) may be required by FINRA, (c) may be required by the Gibraltar Financial Services Commission and (d) may be required under
applicable state securities Laws in connection with the purchase, distribution and resale of Tokens.


 


3.9 No
Other Disclosure Materials.  Other than the Registration Statement and Prospectus, the Company has not, directly or indirectly,
distributed, prepared, used, authorized, approved or referred to, and will not distribute, prepare, use, authorize, approve or
refer to, any offering material in connection with the offering and sale of the Tokens.


 






    - 12 -


     


    

 


4. Additional
Agreements.


 


4.1 Earning
Statement. The Company will make generally available to its security holders as soon as practicable an earning statement that
satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 under the Securities Act covering a period of at
least 12 months beginning with the first fiscal quarter of the Company occurring after the “effective date” (as defined
in Rule 158 under the Securities Act) of the Registration Statement; provided that the Company will be deemed to have furnished
such statement to its security holders the extent it is filed on the Commission’s Electronic Data Gathering, Analysis and
Retrieval system (“EDGAR”).


 


4.2 Blue
Sky Compliance. The Company will use commercially reasonable efforts to qualify or register (or to obtain exemptions from
qualifying or registering) the Tokens for offer and sale under the securities or “blue sky” Laws of states of the
United States where Tokens are offered and sold and will use its commercially reasonable efforts to continue such qualifications,
registrations and exemptions in effect so long as required for the distribution of the Tokens; provided that the Company
shall not be required to (a) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction
where it would not otherwise be required to so qualify, (b) file any general consent to service of process in any such jurisdiction,
or (c) subject itself to taxation in any such jurisdiction if it is not otherwise so subject as of the date hereof.


 


4.3 Expenses.
All costs, fees and expenses incurred by a Party in connection with the performance of such Party’s obligations hereunder
and in connection with the transactions contemplated by this Agreement shall be paid by such Party regardless of whether this
Agreement becomes effective or is terminated. Each Party shall be solely liable for all of its own fees and costs incurred in
any future transactions between the Parties.


 


4.4 Transfer.
Purchasers may be unable to trade or otherwise dispose of ownership of the Tokens until the INX Securities trading platform is
operational or another platform for trading INX Tokens becomes available. Potential Purchasers acknowledge that they may be
required to bear the financial risks of the Tokens for an indefinite period of time.


 


4.5 Additional
Information. Upon the Company’s request, Purchaser agrees to provide the Company with all additional information that
the Company deems necessary to comply with applicable Laws.


 


5. Termination.


 


5.1 General
Termination Right. This Agreement may be terminated by the Company by written (including electronic) notice to Purchaser at
any time prior to the Closing Date, and any such termination shall be without liability on the part of the Company (or any of
its affiliates, and its and their respective owners, directors, officers, employees, agents, advisors, or other representatives)
to Purchaser. In the event of a termination pursuant to this Section 5.1: (a) the Company shall cause its payment services
provider or the Escrow Agent, as applicable, to return promptly the Purchase Price to Purchaser without deduction, offset or interest
accrued thereon and (b) this Agreement, and all of Purchaser’s rights under this Agreement, shall immediately terminate
and shall thereafter be of no further force or effect.


 






    - 13 -


     


    

 


5.2 Termination
Upon Purchaser’s Breach. In addition to the rights in Section 5.1, the Company reserves the right to terminate
this Agreement, in its sole discretion, in the event that Purchaser is in breach of any term of this Agreement. In the event of
a termination pursuant to this Section 5.2, (a) all of Purchaser’s rights in Tokens shall become immediately void
and of no further force and effect, (b) all of Purchaser’s rights under this Agreement shall immediately terminate, and
(c) Purchaser shall not be entitled to any other recourse (including any refund for any amounts paid to the Company in connection
with this Agreement).


 


5.3 Termination
Upon Transfer. Except for the rights of the transferee set forth in Section 8.8 hereto, this Agreement shall terminate upon
the transfer of INX Tokens completed in accordance with Section 3 of Exhibit B hereto.


 


5.4 Survival.
Notwithstanding anything to the contrary herein, the provisions of Section 5, Section 6, Section 7, and Section
8 shall survive the termination of this Agreement.


 


6. Indemnification.
Purchaser hereby agrees to indemnify the Company, any of its affiliates, and its and their respective owners, directors, officers,
employees, representatives and advisors, and to hold each of them harmless, from and against any loss, damage, liability, cost
or expense, including reasonable attorneys’ fees and costs of investigation, to which they may be put or which they may
reasonably incur or sustain due to or arising out of (a) any inaccuracy in or breach of any representation or warranty of Purchaser
or its affiliates or agents, whether contained in this Agreement or any other document provided by Purchaser to the Company in
connection with Purchaser’s investment in the Tokens (b) any nonfulfillment or breach of any covenant, agreement, or other
provision by Purchaser or its affiliates or agents, whether contained in this Agreement or any other document provided by Purchaser
to the Company in connection with Purchaser’s investment in the Tokens, or (c) the sale or distribution of the Tokens in
violation of the Securities Act or any other applicable Law or this Agreement. Notwithstanding any provision of this Agreement,
Purchaser does not waive any right granted to Purchaser under any applicable state securities Law. All indemnification provisions
shall survive the termination of this Agreement.


 


7. Limitation
of Liability; No Warranties.


 


7.1 Except
as expressly provided by this agreement and applicable Laws, the Company shall not be responsible or liable for any losses resulting
directly or indirectly from: (a) any act or omission of Purchaser or agent of Purchaser or any error, negligence, or misconduct
of Purchaser; (b) failure of transmission or communication facilities; (c) any other cause or causes beyond the Company’s
control, including, without limitation, for reasons such as acts of God, fire, flood, strikes, work stoppages, acts of terrorism,
governmental or regulatory action, delays of suppliers or subcontractors, war or civil disturbance, self-regulatory organization
actions, telecommunication line or computer hardware failures and any other telecommunication failures; (d) the Company’s
reliance on any instructions, notices, or communications that it believes to be from an individual authorized to act on behalf
of Purchaser, and Purchaser hereby waives any and all defenses that any such individual was not authorized to act on behalf of
Purchaser; (e) government restrictions; exchange, regulatory, or market rulings; suspension of trading; military operations; terrorist
activity; strikes, or any other condition beyond the Company’s control, including without limitation extreme market volatility
or trading volume; or (f) any action taken by Company to comply with applicable Laws or this Agreement.


 






    - 14 -


     


    

 


7.2 TO
THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS AND RULES, THE COMPANY, ITS AFFILIATES, AND ITS CONTROLLING PERSONS, SHAREHOLDERS,
DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS WILL NOT BE RESPONSIBLE FOR ANY LOSSES EXCEPT THAT THE COMPANY SHALL BE RESPONSIBLE
FOR ANY LOSSES TO THE EXTENT THAT SUCH LOSSES ARISE FROM THE COMPANY’S GROSS NEGLIGENCE, FRAUD OR WILLFUL MISCONDUCT. IN
NO EVENT SHALL THE COMPANY, ITS AFFILIATES, CONTROLLING PERSONS, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS BE LIABLE
TO PURCHASER OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR DAMAGES
OF ANY KIND FOR LOST PROFITS OR REVENUES, TRADING LOSSES, INACCURATE DISTRIBUTIONS, LOSS OF BUSINESS OR DATA, EVEN IF ADVISED
OF THE POSSIBILITY OF ANY SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR
OTHERWISE. FOR THE AVOIDANCE OF DOUBT, THIS PROVISION DOES NOT ACT AS A WAIVER OF ANY RIGHTS OF A PURCHASER UNDER THE FEDERAL
SECURITIES LAWS, INCLUDING ANY RIGHTS UNDER THE SECURITIES ACT OF 1933, TO THE EXTENT SUCH A WAIVER IS AGAINST PUBLIC POLICY AS
EXPRESSED IN THE ACT OR IS OTHERWISE UNENFORCEABLE.


 


7.3
THE COMPANY AND ITS AFFILIATES MAKE NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE SERVICES TO BE PROVIDED IN ACCORDANCE
WITH THIS AGREEMENT, INCLUDING THE PURCHASING SITE, OR THE RESULTS TO BE ACHIEVED BY THE USE THEREOF. THE COMPANY AND ITS AFFILIATES
DISCLAIM ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES INCLUDING, WITHOUT LIMITATION, INCLUDING WARRANTIES OF QUALITY, PERFORMANCE,
NON INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING,
COURSE OF PERFORMANCE OR TRADE USAGE. THE COMPANY AND AFFILIATES DO NOT GUARANTEE THE ACCURACY, QUALITY, SEQUENCE, TIMELINESS,
RELIABILITY, PERFORMANCE, COMPLETENESS, CONTINUED AVAILABILITY, TITLE OR NON-INFRINGEMENT OF ANY DATA OR THIRD PARTY PROVIDER
SERVICES USED IN RELATION TO THE AGREEMENT AND EACH DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES. THE SERVICES TO BE PROVIDED BY
THE COMPANY (INCLUDING THE PURCHASING SITE) ARE PROVIDED ON AN “AS-IS”, “AS AVAILABLE” BASIS WITHOUT WARRANTY
OF ANY KIND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS AND RULES. FOR THE AVOIDANCE OF DOUBT, THIS PROVISION DOES NOT
ACT AS A WAIVER OF ANY RIGHTS OF A PURCHASER UNDER THE FEDERAL SECURITIES LAWS, INCLUDING ANY RIGHTS UNDER THE SECURITIES ACT
OF 1933, TO THE EXTENT SUCH A WAIVER IS AGAINST PUBLIC POLICY AS EXPRESSED IN THE ACT OR IS OTHERWISE UNENFORCEABLE.


 






    - 15 -


     


    

 


8. General
Provisions.


 


8.1 Counterparts.
This Agreement may be executed in any number of counterparts (including by means of facsimile and electronic mail (including portable
document format (pdf) or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com)),
each of which shall be an original but all of which together shall constitute one and the same instrument.


 


8.2 No
Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties. Further, (a) INX Tokens acquired
pursuant to this Agreement may be transferred only as set forth in Section 3 of Exhibit B hereto, (b) the Company
may assign or transfer this Agreement without Purchaser’s consent to its successors and assigns, including an affiliate
of the Company, and (c) Purchaser may not assign this Agreement without the prior written consent of the Company. For the avoidance
of doubt, Purchaser and Purchaser’s permitted assignees shall not transfer INX Tokens to third parties, including by transfer
of rights or access to an Ethereum wallet included in the Whitelist Database or an account of Purchaser held by INX Services,
except with the express permission of the Company. Any purported assignment in violation of this provision shall be a breach of
this Agreement and void ab initio.


 


8.3 Governing
Law; Venue. This Agreement shall be governed by and construed in accordance with the domestic Laws of the State of Delaware
without giving effect to any choice or conflict of laws provision or rule (whether of the State of Delaware or any other jurisdiction)
that would cause the application of the Laws of any jurisdiction other than the State of Delaware. EACH PARTY HEREBY IRREVOCABLY
AND UNCONDITIONALLY CONSENTS TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY STATE AND FEDERAL COURTS LOCATED WITHIN NEW CASTLE
COUNTY, DELAWARE FOR ANY ACTION, PROCEEDING OR INVESTIGATION (“LITIGATION”) ARISING OUT OF OR RELATING TO THIS
AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY (AND AGREES NOT TO COMMENCE ANY LITIGATION RELATING THERETO EXCEPT IN SUCH
VENUES). THIS PROVISION DOES NOT, NOR IS INTENDED TO, APPLY TO CLAIMS UNDER THE FEDERAL SECURITIES LAWS.


 


8.4 Amendment.
No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by the Company and
Purchaser. The Company reserves the right to, prior to the Closing, modify the terms of the offering of the Tokens and the rights
and attributes of the Tokens described in the Prospectus in its sole discretion. If, prior to the Closing, the Company so amends
the terms of the Tokens in any material respect, it will give notice of such amendment to Purchaser and provide Purchaser at least
three (3) business days to withdraw its election to purchase Tokens as contemplated by this Agreement. Upon any such withdrawal,
the Agreement will terminate and all funds received from Purchaser be promptly returned, without interest.


 


8.5 Entire
Agreement. This Agreement constitutes the entire agreement among the Parties and supersedes any prior understandings, agreements,
or representations by or among the Parties, written or oral, to the extent they relate in any way to the subject matter hereof.


 


8.6 Notices.
All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given
to any Party when delivered by hand, when delivered by electronic mail, or when mailed, first-class postage prepaid, (a) if to
Purchaser, at the electronic mail address set forth below Purchaser’s signature, or to such other electronic mail address
as Purchaser shall have furnished to the Company in writing, and (b) if to the Company, to it at INX Limited, 57/63 Line Wall
Road, Gibraltar GX11 1AA, or to such other address or addresses or electronic mail address or addresses, as the Company shall
have furnished to Purchaser in writing (provided that notice by electronic mail to the Company shall not be deemed given unless
the Company has affirmatively acknowledged receipt of such notice).


 






    - 16 -


     


    

 


8.7 Severability.
If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal, inoperative or unenforceable
for any reason, this Agreement shall continue in full force and effect, it being intended that all rights and obligations of the
Parties hereunder shall be enforceable to the fullest extent permitted by law, and the Parties shall negotiate in good faith to
modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner in order
that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.


 


8.8 No
Third-Party Beneficiaries. The terms and provisions of this Agreement are intended solely for the benefit of each Party and
their respective successors and assigns, and it is not the intention of the Parties to confer, and no provision hereof shall confer,
third-party beneficiary rights upon any other person; provided, that, any subsequent transferee of the INX Tokens pursuant to
a permitted transfer effected pursuant to Section 3 of Exhibit B hereto will be deemed a third party beneficiary
of the transferor’s rights as holder of INX Tokens set forth on Exhibit B hereto for so long as such transferee is
a holder of INX Tokens.


 


8.9 Electronic
Communications. Purchaser agrees and acknowledges that all agreements, notices, disclosures and other communications that
the Company may provide to Purchaser pursuant to this Agreement or in connection with or related to Purchaser’s purchase
or ownership of Tokens, including this Agreement, may be provided by the Company, in its sole discretion, to Purchaser in electronic
form.


 


8.10 Headings.
The headings used in this Agreement have been inserted for convenience of reference only and do not define or limit the provisions
hereof.


 


8.11 Construction.
The Parties acknowledge that each of them has had the benefit of legal counsel of its own choice and has been afforded an opportunity
to review this Agreement with its legal counsel and that this Agreement shall be construed as if jointly drafted by the Parties.


 


8.12 Available
Rights and Waivers. No failure or delay by any Party in exercising any right, power or privilege under this Agreement shall
operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or
the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive
of any rights or remedies provided by law.


 


[Signature page follows]


 




    - 17 -


     


    

 


IN WITNESS WHEREOF, the
Parties have caused this Subscription Agreement to be executed by their duly authorized representatives on the date first written
above.


 


 


	 	INX LIMITED
	 	 	 
	 	By:	                         
	 	Name:	 
	 	Its:	 
	 	 	 
	 	PURCHASER:  
	 	 	 
	 	By:	 
	 	Name:	 
	 	 	 
	 	Email

                                  address:
	 


 




     


     


    

 


EXHIBIT A


 


PURCHASED TOKENS AND AGGREGATE PURCHASE
PRICE


 


	Purchaser
    Name	Number
    of Tokens	Purchase
    Price (USD):
	 	 	 


  


Payment
Details


(DEPOSIT
OF PURCHASE PRICE)


 


 ̈
PAYMENT BY WIRE TRANSFER – Send payment to the following:


 


	

        Purchase Price (USD):
	
	Bank
    Name: 	 
	Bank
    Address: 	 
	Institution
    No.:	 
	Branch
    No.: 	 
	Bank
    Account No.: 	 
	Swift
    Code/ABA No.:	 


  


 ̈
PAYMENT BY ETHEREUM – Send payment to the following:


 


	

        Ether (ETH) Digital Wallet Address:
	Purchase
    Price (ETH)	ETH
    /USD Exchange Rate
	 	 	 


 


 ̈
PAYMENT BY BITCOIN – Send payment to the follow address:


 


	

        Bitcoin (BTC) Digital Wallet Address
	Purchase
    Price (BTC)	BTC
    /USD Exchange Rate
	 	 	 


 


*The BTC/USD and ETH/USD
exchange rates have been determined by the Bitcoin Liquid Index (BLX) and Ethereum Liquid Index (ELX), respectively, at 12:00
a.m. (UTC) on the date Purchaser submitted this executed INX Token Purchase Agreement to the Company.


 


Purchaser’s
Digital Wallet


(DELIVERY
OF TOKENS)


 


	Purchaser’s
    Digital Wallet Address:	 	 


 




     


     


    

 


EXHIBIT B


 


RIGHTS
of INX tokens of INX LIMITED 


 


		1)	Designation and Number of Tokens.
                                         The INX Tokens of INX Limited (the “Company”) shall be designated
                                         as “INX Tokens.” The number of authorized INX Tokens is 200,000,000. The
                                         INX Token is an ERC20 blockchain asset that is programmed using a smart contract that
                                         is compatible with the Ethereum blockchain. The smart contract creating the INX Token
                                         was created on January 9, 2018 and re-deployed on . The smart contract for the INX Token
                                         is publicly viewable at the Website (as defined in Section 19 of this Exhibit
                                         B). The rights of the INX Token holder are contractual rights set forth in the INX
                                         Token Purchase Agreement, including this Exhibit B.



 


		2)	Persons Deemed Holders of Record.
                                         To be deemed to be a holder of record of INX Tokens, a holder must (a) register an Ethereum
                                         wallet with the Company to be included on the Whitelist Database and (b) have the public
                                         wallet address of this Ethereum wallet recorded on the “INX Token distributed ledger”
                                         as the holder INX Tokens. INX Tokens held by a nominee on behalf of beneficial owners
                                         will be recorded on the INX Token Distributed Ledger as being held in the nominee’s
                                         Ethereum wallet and the nominee will be the holder of record.



 


The “Whitelist Database”
is a database stored on the data section of the INX Token smart contract. The Whitelist Database contains a record of information
about individuals and entities that have satisfied the Company’s KYC/AML compliance procedures and thus are eligible to
hold INX Tokens. Such information includes the digital wallet address, name and a KYC Reference ID linking to KYC filing information.
This information is recorded on the Ethereum blockchain in an encrypted format and it is not readable by the general public. The
Company will hold a private key which will enable the Company to add wallet addresses and personal information to the Whitelist
Database.


 


The “INX
Token distributed ledger” references the ledger of holdings of INX Tokens that is recorded on the Ethereum blockchain. The
INX Token distributed ledger records the public wallet addresses of all Ethereum wallets that hold INX Tokens and the balance
of INX Tokens in each wallet address. The INX Token distributed ledger is updated after each transfer of INX Tokens. Information
from the distributed ledger can be viewed using an Ethereum network block explorer, such as Etherscan.com.


 


Any holder of record of INX Tokens may be required
from time to time to file proof of residence or other matters, or other information, to execute such certificates and to make
such representations and warranties as the Company may reasonably deem necessary or proper to ensure that the INX Token holder
has provided sufficient information to meet KYC/AML requirements and that transfer of the INX Token to or from such holder and
all other actions to be taken by the Company hereunder would otherwise be in compliance with applicable law.


 






     


     


    

 


		3)	Transfer. INX Tokens may be transferred
                                         only among Ethereum wallets included in the Whitelist Database. Transfers of INX Tokens
                                         will be executed by the INX Token smart contract under conditional permission that the
                                         wallet addresses of both the sender and receiver of INX Tokens are listed on the Whitelist
                                         Database. The INX Token smart contract will verify that both the sender and the receiver
                                         wallet addresses are included in the Whitelist Database prior to approving or rejecting
                                         the transfer. If either the sender or receiver wallet address is not listed in the Whitelist
                                         Database, the smart contract will reject the transfer and the INX Token Distributed Ledger
                                         will not be updated. Notwithstanding the foregoing, the Company reserves the right to
                                         investigate suspicious patterns or non-compliance with KYC/AML regulations and immediately
                                         freeze one or more digital wallets from transferring or receiving INX Tokens if the Company
                                         determines in good faith and in the sole discretion of the Company that such wallets
                                         are in violation of the terms of conditions of the INX Token Purchase Agreement, including
                                         this Exhibit B, or that transfers to or from such digital wallets are not in good
                                         order.



 


		4)	Revocation and Transfer.



 


		a)	Transfer Instruction or Final
                                         Determination. Upon receipt by the Company of a Transfer Instruction Letter or a
                                         copy of a Final Determination, the Company (or its transfer agent, as applicable), in
                                         accordance with such Transfer Instruction Letter or Final Determination, shall revoke
                                         INX Tokens held in a third party digital wallet and transfer such INX Tokens to another
                                         digital wallet listed on the Whitelist Database. The revocation and transfer of the INX
                                         Tokens shall be recorded on the INX Token Distributed Ledger as (i) a transfer of the
                                         INX Tokens to a digital wallet of the Company (or its transfer agent, as applicable)
                                         followed by (ii) a transfer of the INX Tokens to the digital wallet(s) indicated by the
                                         Transfer Instruction Letter or Final Determination, as applicable. The Company or its
                                         transfer agent may require such documents and reasonable assurances as may be necessary
                                         to determine that such Transfer Instruction Letter or Final Determination requesting
                                         revocation is genuine and authorized, including a guaranty of the requesting party or
                                         appropriate evidence of such requesting party’s appointment or incumbency. Notwithstanding
                                         the foregoing, the Company may not revoke INX Tokens and hold them in a digital wallet
                                         controlled by the Company or its subsidiaries, except where the Transfer Instruction
                                         Letter or Final Determination has instructed the Company to hold such INX Token on behalf
                                         of its beneficial owner. “Transfer Instruction Letter” means an instruction
                                         executed by an authorized signer of the owner of the INX Token (as registered in the
                                         INX Token Distributed Ledger) directing that the Company (or its transfer agent, as applicable)
                                         revoke INX Tokens from a digital wallet and transfer such INX Tokens to another digital
                                         wallet. “Final Determination” means a final non-appealable order of any court
                                         of competent jurisdiction which may be issued, together with (A) a certificate of the
                                         prevailing party to the effect that such order is final and non-appealable and from a
                                         court of competent jurisdiction having proper authority and (B) the Transfer Instruction
                                         Letter of the prevailing party to effectuate such revocation and transfer.



 


		b)	Liability for Wrongful Revocation.
                                         The Company will be liable for wrongful revocation and transfer (as described in Section
                                         4(a)) if the Company (or its transfer agent, as applicable) revokes and transfers an
                                         INX Token to a person not entitled to it, and the revocation and transfer was performed
                                         (i) pursuant to an ineffective Transfer Instruction Letter, (ii) after receiving a credible
                                         demand from the registered owner of such INX Tokens that the Company not transfer such
                                         INX Tokens and the Company failing to seek resolution of such credible demand (iii) after
                                         the Company or its transfer agent, if any, had been served with an injunction, restraining
                                         order, or other legal process enjoining it from revoking and reassigning such INX Tokens,
                                         issued by a court of competent jurisdiction, and the Company had a reasonable opportunity
                                         to act on the injunction, restraining order, or other legal process; or (iv) if the Company
                                         acts in bad faith or in collusion with others to effect a fraudulent transfer.



 






     


     


    

 


		5)	Use on the INX Trading Platforms; Purpose.
                                         INX Tokens do not have any rights, uses, purposes, attributes, functionalities or features,
                                         express or implied, outside of the Company’s trading platforms.



 


		a)	INX Securities Trading Platform.
                                         Holders of INX Tokens are entitled to a minimum ten percent (10%) discount on the payment
                                         of transaction fees on the INX Securities trading platform, as compared to fees paid
                                         using other currencies. In addition, the Company, from time to time in its sole discretion,
                                         may offer promotional incentives such as greater discounts for holders of INX Tokens
                                         compared to other forms of payment for transaction fees. Other terms for services on
                                         the INX Securities trading platform will be subject to change, as determined from time
                                         to time by the INX Securities trading platform.



 


		b)	INX Digital Trading Platform.
                                         Record holders of INX Tokens who hold their INX Tokens in their private wallets will
                                         be eligible to receive a discount on the payment of transaction fees on the INX Digital
                                         cryptocurrency trading platform, by linking their private wallet with their INX Digital
                                         trading platform account. The terms of these promotional incentives will be subject to
                                         change, as determined from time to time by the INX Digital Trading platform.



 


		6)	Cash Participation Rights. Subject
                                         to the conditions described herein, commencing in calendar year 2021, holders of INX
                                         Tokens (other than the Company or its subsidiaries) shall be entitled to receive a Pro
                                         Rata Portion (as defined below) of an aggregate amount which equals 40% of the Company’s
                                         cumulative Adjusted Operating Cash Flow, net of cash flows which have already formed
                                         a basis for a prior distribution (such amount, the “Distributable Amount”).



 


		a)	Calculation of Cumulative Adjusted
                                         Operating Cash Flow. Cumulative Adjusted Operating Cash Flow is the aggregate Adjusted
                                         Operating Cash Flow of the Company since its inception (September 1, 2017). “Adjusted
                                         Operating Cash Flow” shall be calculated as net cash flow from operating activities
                                         as reflected in the consolidated statement of cash flow of the Company that is included
                                         in the audited consolidated financial statements of the Company and its subsidiaries
                                         as approved by the Company’s board of directors. For purposes of the calculation
                                         of the Adjusted Operating Cash Flow, cash flow from the sale and purchase of blockchain
                                         assets, including cash flow from the sale and purchase of the INX Token (excluding cash
                                         proceeds from an Initial Sale) and cash flow for interest paid and interest received,
                                         will be included in the calculation of Adjusted Operating Cash Flow regardless of their
                                         classification in the consolidated statement of cash flow of our Company. An “Initial
                                         Sale” refers to the first sale and transfer of the respective INX Token by
                                         the Company to an initial purchaser.



 


		b)	Calculation of Pro Rata Portion.
                                         Subject to the conditions described herein, “Pro Rata Portion” for any INX
                                         Token holder means a fraction, the numerator of which is the number of INX Tokens held
                                         by such INX Token holder, and the denominator of which is the number of INX Tokens held
                                         by parties other than the Company or its subsidiaries.



 






     


     


    

 


		c)	Rights to Distribution. The
                                         holders of INX Tokens shall not be entitled to their Pro Rata Portion of the Distributable
                                         Amount until March 31, 2021. Holders of record of the INX Tokens on March 31, 2021 shall
                                         be entitled to their Pro Rata Portion (calculated as of March 31, 2021) of the Distributable
                                         Amount (calculated as of December 31, 2020), with payment (if any) occurring on April
                                         30, 2021. Thereafter, holders of record of INX Tokens as of March 31 of any subsequent
                                         year (each year, an “Eligible Year”) shall be entitled to distributions
                                         of their Pro Rata Portion (calculated as of March 31 of such Eligible Year) of the Distributable
                                         Amount calculated as of December 31 of the year prior to such respective Eligible Year.
                                         If on December 31, 2020, December 31, 2021 or December 31 of any Eligible Year the Distributable
                                         Amount is negative, then no distribution shall be made. No holder of INX Tokens shall
                                         be entitled to their Pro Rata Portion of the Distributable Amount, and no rights to the
                                         distribution shall accrue, until March 31, 2021 or March 31 of an Eligible Year.



 


		d)	Payment of the Distribution.
                                         Distributions shall be paid on or before April 30 of each Eligible Year (or, if April
                                         30 is not a Business Day, the next succeeding Business Day). Any holder of INX Tokens
                                         who received such INX Token on or after April 1 of an Eligible Year shall not be entitled
                                         to receive the distribution paid during such Eligible Year, as the INX Token holder as
                                         of March 31 will be entitled to the distribution for such Eligible Year. “Business
                                         Day” shall mean any day other than Saturday, Sunday, or any other day on which
                                         banking institutions in the state of New York are authorized by law or executive action
                                         to close.



 


		e)	Distribution Requirements.
                                         Distributions will be divisible and rounded down to five decimal places (one-thousandth
                                         of a cent) and Token holders will be paid in full from the first dollar of Adjusted Operating
                                         Cash Flow that is distributed. No distribution will be made to any INX Token holder if
                                         the banking fee relating to such transfer exceeds the distribution amount owed to that
                                         Token holder.



 


		f)	Currency. Distributions will
                                         be paid, at the election of the Token holder, in either USD or in ETH.



 


		g)	Delivery. Distributions may
                                         be delivered, at the election of the Token holder, (i) in USD to the bank account provided
                                         by the Token holder, or (ii) in ETH to the Ethereum wallet address holding INX Tokens.
                                         The Company and the Token holder may also agree on other forms of delivering the distribution.
                                         If no account information has been provided to Company, the Company will deliver the
                                         distribution in ETH to the Ethereum wallet address holding INX Tokens. If INX Tokens
                                         are held of record by a nominee on behalf of beneficial owners, distributions will be
                                         made to the holder of record. The Company may withhold or delay the delivery of the distribution
                                         if such payment is prohibited by any law, regulation or court order, pending receipt
                                         of such proof or other information or such executed certificates or such representations
                                         and warranties as the Company may reasonably deem necessary to ensure compliance with
                                         applicable law. Until such distribution is duly delivered to a Token holder in accordance
                                         with the terms of this Agreement, the Company or its designee shall hold such distributable
                                         funds for the account of such Token holder, and the Company shall remain obligated to
                                         deliver such funds to such Token holder; provided, however, that the Company shall not
                                         be liable to any Token holder in respect of any portion of the distribution delivered
                                         to a public official pursuant to any applicable abandoned property, escheat or similar
                                         law. No interest shall accrue on any amount of the distribution that is payable for the
                                         benefit of the Token holders.



 






     


     


    

 


		h)	Withholding. The Company shall
                                         be entitled to deduct and withhold from the distribution otherwise payable to any Person
                                         pursuant to this Agreement such amounts as are required to be deducted and withheld from
                                         such payment under any provision of any applicable tax law. To the extent that amounts
                                         are so deducted and withheld by the Company, such amounts shall be treated for all purposes
                                         of this Agreement as having been paid to the person in respect of which the Company,
                                         made such deduction and withholding.



 


		i)	Procedures. The Company may
from time to time modify the procedures and conditions for payment and distributions set forth in clauses (d) through (h) of this
Section 6 of Exhibit B and will provide notification of such modifications to the holders of the INX Tokens.



 


		7)	Distributions. Except for distributions
                                         made following a dissolution of the Company and during the winding up of the Company’s
                                         affairs, the Company will not declare, pay or make any dividend or distribution on any
                                         equity interests of the Company (other than dividends or distributions payable in its
                                         stock, or split-ups or reclassifications of its stock) or apply any of its funds, property
                                         or assets to the purchase, redemption or other retirement of any equity interest, or
                                         the retirement of any options to purchase or acquire any equity interest of the Company,
                                         except for distributions made from the Company’s Distributable Profit. For purposes
                                         of this Section 7 of Exhibit B, “Distributable Profit” shall
                                         mean income and profits arising from the operations of the company. For the avoidance
                                         of doubt, Distributable Profit shall include neither (i) the proceeds of an Initial Sale
                                         (as that term is defined in Section 6(a) of this Exhibit B) nor (ii) any
                                         profits or losses arising from the fair value adjustment of INX Token and derivative
                                         liabilities.



 


		8)	Rights upon a Failure or a Change of
                                         Control. Each INX Token held by parties other than the Company shall entitle its
                                         holder to receive a pro rata portion (based upon the number of INX Tokens then outstanding)
                                         of the Cash Fund, if any of the following (each, a “Triggering Event”) occur:



 


		a)	the Company fails to operate
                                         a bona fide trading platform that permits the spot trading of Bitcoin and Ethereum by
                                         December 31, 2021, or



 


		b)	(i) a sale of all or substantially
                                         all of the assets of the Company; (ii) any person or entity becomes the beneficial owner,
                                         directly or indirectly, of more than 50% of the outstanding voting interests of the Company;
                                         or (iii) a merger, consolidation, recapitalization or reorganization of the Company with
                                         or into any person or entity pursuant to which the shareholders of the Company immediately
                                         prior to such transaction own less than 50% of the outstanding voting interests of the
                                         resulting entity or its parent company.



 


Upon occurrence of a Triggering
Event, the Company will provide each INX Token holder with notice of the occurrence of a Triggering Event. The Company will pay
a pro rata portion of the Cash Fund to each holder of INX Tokens within thirty (30) days from the date such notice is furnished.
Unless an INX Token holder indicates otherwise, the Company shall pay the proceeds from the Cash Fund to each INX Token holder
in the same manner that the Company pays the participation right in the Adjusted Operating Cash Flow. Notwithstanding the occurrence
of a Triggering Event and the payment of the Cash Fund in accordance with this Section 8 of this Exhibit B, the
INX Tokens shall retain all of the rights, uses, purposes, attributes, functionalities or features, express or implied, as provided
in this Exhibit B.


 






     


     


    

 


“Cash Fund” shall
bear the meaning ascribed to it in the public offering registration statement declared effective by the US Securities and Exchange
Commission covering the sale of INX Tokens pursuant to the INX Token Purchase Agreement of which this Exhibit B is a part. The
Company is committed to establishing the Cash Fund with the proceeds of the offering and using those funds in limited circumstances
to cover customer and Company losses, if any, that result from cybersecurity breaches or theft, errors in execution of the trading
platform or its technology, and counterparty defaults, including instances where counterparties lack sufficient collateral to
cover losses. However, the Company does not plan to replenish the Cash Fund after such funds are used.


 


		9)	Rights upon an Insolvency Event.
                                         If (i) the Company permanently discontinues all the activities of INX Solutions and there
                                         is no successor conducting a substantially similar business that assumes the obligations
                                         of the Company with regard to the INX Tokens and (ii) an Insolvency Event occurs, then
                                         the Company will be in breach of this Section 9 of this Exhibit B, and
                                         this breach shall create a claim in favor of INX Token Holders that may be asserted by
                                         INX Token holders against the Company in any proceeding arising from such Insolvency
                                         Event. An “Insolvency Event” shall be the dissolution, winding up,
                                         or total or partial liquidation or reorganization, readjustment, arrangement, or similar
                                         proceeding relating to the Company or its property, whether voluntary or involuntary,
                                         or in bankruptcy, insolvency, receivership, arrangement, or similar proceedings or upon
                                         an assignment for the benefit of creditors, or upon any other marshaling or composition
                                         of the assets and liabilities of the Company, or otherwise.



 


		10)	Subordination by Shareholders of Certain
                                         Rights. In connection with its obligations set forth in Section 9 of this
                                         Exhibit B, the Company has caused certain of its current shareholders, and shall
                                         cause its future shareholders (“Shareholders”), to execute a Waiver
                                         and Subordination Undertaking, under which such Shareholders agree to terms substantially
                                         similar to the following, in addition to other customary provisions for such agreements:



 


		a)	Each Shareholder irrevocably
                                         subordinates all payments by the Company on account of any Shareholders Claim (as defined
                                         below) to the prior satisfaction and payment in full by the Company of all Token Claims
                                         (as defined below).



 


		b)	Each Shareholder irrevocably
                                         waives and subordinates, to the prior satisfaction in full by the Company of any Token
                                         Claim, any claim, and undertakes that it shall not exercise any right or remedy, directly
                                         or indirectly, that it may acquire under, or as a result of the following, with respect
                                         to the cash amount reserved in the Cash Fund maintained by the Company: (i) any agreement
                                         it has with the Company; (ii) the organizational documents of the Company (including
                                         without limitation, the Memorandum and Articles of Association of the Company); or (iii)
                                         any applicable law or regulation.



 






     


     


    

 


		c)	In the event of any payment
                                         or distribution of assets of the Company of any kind or character, whether in cash, property,
                                         or securities, upon the dissolution, winding up, or total or partial liquidation or reorganization,
                                         readjustment, arrangement, or similar proceeding relating to the Company or its property,
                                         whether voluntary or involuntary, or in bankruptcy, insolvency, receivership, arrangement,
                                         or similar proceedings or upon an assignment for the benefit of creditors, or upon any
                                         other marshaling or composition of the assets and liabilities of the Company, or otherwise:
                                         (i) all amounts owing on account of all Token Claims shall first be paid in full, before
                                         any Shareholders Claim Payment (as defined below) is made; and (ii) so long as all Token
                                         Claims have not been paid in full, to the extent permitted by applicable law, any Shareholders
                                         Claim Payment to which a Shareholder would be entitled except for the provisions hereof,
                                         shall be paid or delivered by the trustee in bankruptcy, receiver, assignee for the benefit
                                         of creditors, or other liquidating agent making such payment for the benefit of each
                                         Token Holder for application to the payment of all Token Claims.



 


		d)	In the event that, notwithstanding
                                         the provisions above, any Shareholders Claim Payment is received in contravention of
                                         the provisions above by any Shareholder before all Token Claims are paid in full, such
                                         Shareholders Claim Payment shall be held in trust for the benefit of each Token Holder
                                         and shall be paid over or delivered to the Company for the benefit of each Token Holder
                                         for application to the payment in full of all Token Claims remaining unpaid to the extent
                                         necessary to give effect to the provisions above, after giving effect to any concurrent
                                         payments or distributions to each Token Holder in respect of all Token Claims.



 


		e)	Each Shareholder hereby subordinates
                                         any claim and shall not exercise any right or remedy, directly or indirectly, that it
                                         may acquire by way of subrogation under the Waiver and Subordination Undertaking, or
                                         as a result of the application of the provisions of the Waiver and Subordination Undertaking
                                         or otherwise, unless and until all Token Claims have been paid in full.



 


		f)	For the purpose of the Waiver
                                         and Subordination Undertaking:



 


		i)	“Shareholders Claim”
                                         means all indebtedness, liabilities, obligations, or undertakings of any kind or description
                                         of the Company owing to a Shareholder in respect of any and all shares issued by the
                                         Company to such Shareholder, whether now existing or hereafter arising, and whether due
                                         or to become due, absolute or contingent, liquidated or unliquidated, determined or undetermined.



 


		ii)	“Shareholders Claim
                                         Payment” means any payment or distribution by or on behalf of the Company, directly
                                         or indirectly, of assets of the Company of any kind or character, whether in cash, property,
                                         or securities, including on account of the purchase, redemption, or other acquisition
                                         of shares, as a result of any collection, sale, or other disposition of collateral, or
                                         by setoff exchange, or in any other manner, for or on account of shares of the Company.



 


		iii)	“Token Claim”
                                         means all indebtedness, liabilities, obligations, or undertakings of any kind or description
                                         of the Company owing to any Token Holder arising out of, outstanding under, evidenced
                                         by a Token or a Token Purchase Agreement, whether now existing or hereafter arising,
                                         and whether due or to become due, absolute or contingent, liquidated or unliquidated,
                                         determined or undetermined, and including without limitation any claim by a Token Holder
                                         against the Company for breaching a Token Purchase Agreement.



 






     


     


    

 


		11)	Voting Rights. Holders of INX
                                         Tokens have no right to vote or participate in the Company’s shareholder meetings
                                         or in the corporate governance of the Company.



 


		12)	Information Rights. The holders
                                         of INX Tokens shall have no rights to receive any reports, notices and other information
                                         of the Company, except as expressly provided in this Exhibit B.



 


		13)	Exclusion of Other Rights. Except
                                         as expressly set forth in this Exhibit B, the INX Tokens do not provide the holder
                                         thereof with (a) rights of any form with respect to the Company or its revenues or assets,
                                         including, without limitation, any distribution, redemption, liquidation, proprietary
                                         (including all forms of intellectual property) or other financial or legal rights; (b)
                                         any ownership, equity, or other interest in the Company, including any preemptive or
                                         subscription rights; (c) rights to participate in, or benefit from significant corporate
                                         transactions in which the Company is a party, such as mergers, a sale of the Company,
                                         or sale of the Company’s assets; and (d) any voting powers, preferences and relative,
                                         participating, optional or other special rights. The INX Tokens are not loans to the
                                         Company.



 


		14)	Repurchases. The Company (or an
                                         affiliate of the Company) may from time to time repurchase INX Tokens, pursuant to purchases
                                         effected on the INX Securities trading platform, other trading platforms, or on a private
                                         basis.



 


		15)	Fractional Tokens. INX Tokens
                                         may be purchased, sold and transferred in fractional divisions to eighteen decimal places
                                         (0.000000000000000001). Sales of INX Tokens by the Company that would otherwise result
                                         in fractional divisions of more than five decimal places will be rounded down to five
                                         decimal places.



 


		16)	Amendment or Modification; Replacement.
                                         The Company may not amend, alter, suspend or terminate the rights of INX Tokens as set
                                         forth in this Exhibit B except: (a) as provided in this Exhibit B; or (b)
                                         with the express written consent the holder of INX Tokens; provided, however,
                                         that the Company may modify the terms set forth in this Exhibit B to the extent
                                         such modification does not materially impair the rights of the holder of INX Tokens.
                                         The Company may, at its sole discretion, replace the INX Tokens, the INX Token smart
                                         contract and the INX Token distributed ledger and distribute new blockchain assets (“Replacement
                                         Tokens”) that may be programmed using a different smart contract and using a different
                                         ledger of ownership (collectively, a “Replacement”); provided, however, that
                                         (x) the registered holders of the INX Tokens (or any Replacement Tokens) immediately
                                         prior to a Replacement receive one Replacement Tokens for each INX Token held by the
                                         registered holder; (y) all Replacement Tokens distributed pursuant to this Section
                                         16 of Exhibit B shall have all the rights as are expressly set forth on this
                                         Exhibit B, subject to the terms hereof (except to the extent it is expressly modified
                                         by the terms of this Section 16 of Exhibit B); and (z) immediately following
                                         the distribution of Replacement Tokens as part of a Replacement, the INX Tokens (or previously
                                         distributed Replacement Tokens) will be void, will no longer represent the rights associated
                                         with this Exhibit B and any attempted or purported transfer of such INX Tokens
                                         will be void and without effect.



 


		17)	Notices. All notices provided
                                         by the Company to holders of INX Tokens hereunder shall be delivered by an electronic
                                         notice sent to the holders of INX Tokens by posting such notice to the Website (as hereinafter
                                         defined).



 






     


     


    

 


		18)	Third-Party Beneficiaries. The
                                         rights and obligations set forth in this Exhibit B are intended solely for the
                                         benefit of the holder of INX Tokens. Upon any valid transfer of an INX Token in accordance
                                         with the transfer requirements of Section 3 of this Exhibit B, the rights
                                         and obligations of the transferor of an INX Token pursuant to this Exhibit B shall
                                         be automatically assigned to the transferee of such INX Tokens, with such transferee
                                         being a third party beneficiary to the terms of Exhibit B.



 


		19)	INX Website. The Company has established
                                         INX.co (the “Website”), which contains publicly viewable information regarding
                                         the INX Token, including the INX Token smart contract, public wallet addresses with INX
                                         Token balances, the rights of INX Tokens, and applicable notices. The Company has established
                                         Terms of Use for the Website, which Terms of Use may be amended from time to time by
                                         the Company in its sole discretion. Holders of INX Tokens must comply with the Terms
                                         of Use for the Website. The Website may be limited, unavailable or interrupted at any
                                         time, including, but not limited to, during periods of peak demand, market volatility,
                                         system upgrades, maintenance, or during any other events impacting holders of INX Tokens,
                                         the Company or third party providers providing systems or services necessary for the
                                         Website to be available and that the Company will not be liable, and the Company shall
                                         not have any liability to any holders of INX Tokens for any losses arising out of or
                                         relating to any inaccuracies, duplications or errors in any purchases placed on the Website
                                         or resulting transactions.



 


		20)	Limitation of Liability; No Warranties
                                         with respect to INX Tokens.



 


		a)	Except as expressly provided by Delaware
                                         law, none of the terms of the INX Tokens shall cause the Company to be, and the Company
                                         shall not be, responsible or liable for any losses resulting directly or indirectly from:
                                         (i) any act or omission of a holder of INX Tokens or agent of a holder of INX Tokens
                                         or any error, negligence, or misconduct of a holder of INX Tokens; (ii) failure of transmission
                                         or communication facilities; (iii) any other cause or causes beyond the Company’s
                                         control, including, without limitation, for reasons such as acts of God, fire, flood,
                                         strikes, work stoppages, acts of terrorism, governmental or regulatory action, delays
                                         of suppliers or subcontractors, war or civil disturbance, self-regulatory organization
                                         actions, telecommunication line or computer hardware failures and any other telecommunication
                                         failures; (iv) the Company’s reliance on any instructions, notices, or communications
                                         that it believes to be from an individual authorized to act on behalf of a holder of
                                         INX Tokens, and each holder of INX Tokens hereby waives any and all defenses that any
                                         such individual was not authorized to act on behalf of such holder; (v) government restrictions;
                                         exchange, regulatory, or market rulings; suspension of trading; military operations;
                                         terrorist activity; strikes, or any other condition beyond the Company’s control,
                                         including without limitation extreme market volatility or trading volume; or (vi) any
                                         action taken by Company to comply with applicable laws or the terms of the INX Tokens.
                                         The Company is not responsible, and shall have no liability, for any mutilated, destroyed,
                                         lost and stolen INX Tokens.



 






     


     


    

 


		b)	TO THE MAXIMUM EXTENT PERMITTED BY
                                         APPLICABLE LAWS AND RULES, NONE OF THE TERMS OF THE INX TOKENS SHALL CAUSE THE COMPANY
                                         TO BE, AND THE COMPANY, ITS AFFILIATES, AND ITS CONTROLLING PERSONS, SHAREHOLDERS, DIRECTORS,
                                         OFFICERS, EMPLOYEES AND AGENTS WILL NOT BE, RESPONSIBLE FOR ANY LOSSES EXCEPT THAT THE
                                         COMPANY SHALL BE RESPONSIBLE FOR ANY LOSSES TO THE EXTENT THAT SUCH LOSSES ARISE FROM
                                         THE COMPANY’S GROSS NEGLIGENCE, FRAUD OR WILLFUL MISCONDUCT. IN NO EVENT SHALL
                                         THE COMPANY, ITS AFFILIATES, CONTROLLING PERSONS, SHAREHOLDERS, DIRECTORS, OFFICERS,
                                         EMPLOYEES AND AGENTS BE LIABLE TO A HOLDER OF INX TOKENS OR ANY THIRD PARTY FOR ANY INDIRECT,
                                         SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR DAMAGES OF ANY
                                         KIND FOR LOST PROFITS OR REVENUES, TRADING LOSSES, INACCURATE DISTRIBUTIONS, LOSS OF
                                         BUSINESS OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES AND REGARDLESS
                                         OF WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHERWISE. FOR
                                         THE AVOIDANCE OF DOUBT, THIS PROVISION DOES NOT ACT AS A WAIVER OF ANY RIGHTS OF A PURCHASER
                                         UNDER THE FEDERAL SECURITIES LAWS, INCLUDING ANY RIGHTS UNDER THE SECURITIES ACT OF 1933,
                                         TO THE EXTENT SUCH A WAIVER IS AGAINST PUBLIC POLICY AS EXPRESSED IN THE ACT OR IS OTHERWISE
                                         UNENFORCEABLE.



 


		c)	EXCEPT AS EXPRESS SET FORTH IN THIS
                                         EXHIBIT B, THE COMPANY AND ITS AFFILIATES MAKE NO REPRESENTATION OR WARRANTY,
                                         EXPRESS OR IMPLIED, AS TO RIGHTS OF INX TOKENS, INCLUDING THE COMPANY’S WEBSITE,
                                         OR THE RESULTS TO BE ACHIEVED BY THE USE THEREOF. THE COMPANY AND ITS AFFILIATES DISCLAIM
                                         ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES INCLUDING, WITHOUT LIMITATION, INCLUDING
                                         WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR
                                         A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE
                                         OF PERFORMANCE OR TRADE USAGE. THE COMPANY AND AFFILIATES DO NOT GUARANTEE THE ACCURACY,
                                         QUALITY, SEQUENCE, TIMELINESS, RELIABILITY, PERFORMANCE, COMPLETENESS, CONTINUED AVAILABILITY,
                                         TITLE OR NON-INFRINGEMENT OF ANY DATA OR THIRD PARTY PROVIDER SERVICES USED IN RELATION
                                         TO THE INX TOKENS AND EACH DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES. THE SERVICES
                                         TO BE PROVIDED BY THE COMPANY IN CONNECTION WITH THE INX TOKENS (INCLUDING THE WEBSITE)
                                         ARE PROVIDED ON AN “AS-IS”, “AS AVAILABLE” BASIS WITHOUT WARRANTY
                                         OF ANY KIND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS AND RULES.



 


		21)	No Claim, Loan or Ownership Interest.



 


Other than the
rights of ownership expressly set forth in this Exhibit B, the holder of Tokens do not have rights of any form with respect to
the Company or its revenues or assets, including, without limitation, any voting, distribution, redemption, liquidation, proprietary
(including all forms of intellectual property) or other financial or legal rights. The Tokens are not indebtedness of Company.


 


		22)	Intellectual Property.



 


With its purchase
of a Token, Holder acknowledges and agrees that the Company retains all right, title and interest in all of the Company’s
intellectual property contained in the Tokens, including, without limitation, inventions, ideas, concepts, code, discoveries,
processes, marks, methods, software, compositions, formulae, techniques, information and data, whether or not patentable, copyrightable
or protectable in trademark, and any trademarks, copyright or patents based thereon. Holder shall not to use, reverse engineer,
modify, or alter any of the Company’s intellectual property for any reason without the Company’s prior written consent.


 


		23)	Governing Law; Venue.



 


		a)	The INX Tokens shall be governed
                                         by and construed in accordance with the domestic Laws of the State of Delaware without
                                         giving effect to any choice or conflict of laws provision or rule (whether of the State
                                         of Delaware or any other jurisdiction) that would cause the application of the Laws of
                                         any jurisdiction other than the State of Delaware. EACH HOLDER OF INX TOKENS HEREBY IRREVOCABLY
                                         AND UNCONDITIONALLY CONSENTS TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY STATE AND
                                         FEDERAL COURTS LOCATED WITHIN NEW CASTLE COUNTY, DELAWARE FOR ANY ACTION, PROCEEDING
                                         OR INVESTIGATION (“LITIGATION”) ARISING OUT OF OR RELATING TO THIS AGREEMENT
                                         AND THE TRANSACTIONS CONTEMPLATED HEREBY (AND AGREES NOT TO COMMENCE ANY LITIGATION RELATING
                                         THERETO EXCEPT IN SUCH VENUES).