Exhibit 10.9


 


Horn & Co. June 19, 2018


 


Date:
June 25, 2018


 


AMENDED
AND RESTATED EXECUTIVE SERVICES AGREEMENT


 


On
April 23, 2018, we entered into an agreement with Fidelis LLC (“Fidelis” or “Consultant”)
to provide expert consulting services in the area of Broker-Dealer compliance and operations effective as of April 1, 2018 (the
“Effective Date”). As of the Effective Date, Fidelis exclusively provided Matt Rozzi to serve as the Chief
Compliance Officer and Chief Operating Officer of INX Services, Inc. (“INX US”), a company incorporated under
the laws of Delaware, USA and a wholly owned subsidiary of INX Ltd (“INX Gib”) (“INX Gib” and “INX
US”, are jointly, the “Group”), under the terms set forth below (the “First Agreement”).
It is the intention of INX US and Fidelis (each a “Party”, together “Parties”), that upon
the Qualifying Events defined below, Mr. Rozzi will join INX US as an employee, on the terms set out below, to be embodied in
an employment agreement at that time (the “Employment Agreement”). The First Agreement is hereby amended and
is replaced in its entirety with this Amended and Restated Agreement (the “Agreement”), such that this Agreement shall,
commencing as of the Effective Date, replace any previous agreement, whether oral or written, between the Parties or anyone on
their behalf in connection with the subject matter.


 


		1.	Services.
                                         As the Chief Compliance Officer & Chief Operating Officer of INX US (the “Position”),
                                         Mr. Rozzi will provide the following services (“Services”):



 


		1.1.	Coordinate
the preparation and filing of applications to the Financial Industry Regulatory Authority and the Commodity Futures Trading Commission
for BD, ATP, SEF, DCM and other similar licenses and approvals, as shall be instructed by the Group.



 


		1.2.	Establish
effective supervision and control of the INX US activities to ensure it complies with applicable laws and regulations.



 


		1.3.	Review
                                         and approve new client accounts introduced to INX US by the Group; specifically ensure
                                         that the know-your-client (KYC) information is complete, comprehensive and complies with
                                         applicable laws and regulations;



 





		1.4.	Daily
review for errors, unusual activities, and compliance with all applicable laws and regulations according to the Groups policies;



 


		1.5.	Coordinate
staff training programs to keep INX US employees and officers aware of changes and updates in applicable legislation;



 


		1.6.	Monitor
INX US’ marketing activities as well as the sales practices of INX US representatives;



 


		1.7.	Review,
respond, and investigate client complaints within a reasonable period;



 


		1.8.	Assist,
guide, and contribute from his expertise in steering INX US operations;



 


		1.9.	Direct and oversee INX US’ fiscal, operation, and
facilities, including without limitation, supervision of its business services and general administration;



 


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






 





		1.11.	Perform
all other tasks customarily related to the Position.
	 	 	 
		1.12.	Mr.
                                         Rozzi will report directly to Mr. Shy Datika (the “Supervising Officer”)
                                         in his provision of the Services.


 






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		2.	Payment
                                         and Expenses.



 


		2.1.	Payment.
                                         As compensation for the Services to be provided by Consultant pursuant to the terms of
                                         this Agreement, INX US shall pay to the Consultant a monthly retainer of US$ 12,500 per
                                         month (the “Fee”). Consultant expects to provide no less than eighty
                                         (80) hours per month. Consultant shall invoice INX US on a monthly basis for the services
                                         provided. Payment will be within 20 business days following receipt of an invoice by
                                         INX US.



 


		2.2.	Bonus.
                                         Upon and subject to the approval of the first US Broker Dealer license or Alternative
                                         Trading System license by FINRA or the SEC to any of the Group companies, Consultant
                                         will be entitled to a one-time bonus payment in the amount of US$ 60,000.



 


		2.3.	Expenses.
                                         INX US shall reimburse expenses incurred by Consultant in the performance of Services
                                         to the extent such expenses have been approved in advance and in writing by the Supervising
                                         Officer.



 


		3.	Independent
                                         Contractor. It is understood and agreed that Consultant shall perform the Services
                                         as an independent contractor of INX US prior to any Qualifying Event. Consultant shall
                                         not be deemed to be an employee of INX US. INX US shall have no right to control or direct
                                         the detail, manner or means by which Consultant accomplishes the results of the consulting
                                         Services. Consultant shall not be entitled to any benefits provided by INX US to its
                                         employees under any employment policy or any employment benefit plan. Consultant agrees
                                         that Consultant/Mr. Rozzi, as applicable, shall be solely responsible for any and all
                                         taxes, levies, social benefits, insurance payments and other payments due on payments
                                         and/or other benefits received by Consultant from INX US hereunder (including, inter
                                         alia, in connection with the Salary, the Fee, the Tokens, the Option or otherwise
                                         in connection with its/his engagement or employment with the Group) and shall pay all
                                         such taxes associated with payments received from INX US in a timely manner and as prescribed
                                         by law. The Company shall be entitled to withhold, deduct or set-off any amounts due
                                         to it from Consultant or as may be required by, and subject to, applicable law, from
                                         payments due to Consultant hereunder or in connection with this Agreement.



 


		4.	Other
Work By Consultant. INX US agrees that until the consummation of a Qualifying Event the Consultant will be entitled to continue
current business engagements with entities other than the Group entities, outside the scope of Services hereunder. Provided however,
that such activities shall be reported in advance and in writing to the Supervising Officer and that none of such activities or
entities shall compete or otherwise be in conflict to the business of the Group.



 


		5.	Term and
                                                                                                                                                                                Termination. The term of this Agreement shall commence upon its execution and continue until the occurrence of a
                                                                                                                                                                                Qualifying Event (as defined in paragraph 6 below). Upon the occurrence of a Qualifying Event, the Parties intend to enter
                                                                                                                                                                                into an Employment
Agreement, the terms of which are set out below. This Agreement may be renewed for additional terms on the mutual written agreement
of the Parties, at any time prior to the termination of the Agreement. Either Party may terminate this Agreement, with or without
cause, upon 60 days written notice to the other Party.






 






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		6.	Qualifying
                                         Event. Following 6 months period after declaration by the SEC of the effectiveness
                                         of the public offering of the tokens (the “Tokens”) generated by INX
                                         Gib. (the “Qualifying Event”), Mr. Rozzi will become a full-time
                                         employee and serve as Chief Compliance Officer & Chief Operating Officer of INX US
                                         on the terms set out below:



 


		6.1.	Salary
                                         at annual rate of US$ 300,000 (US$ 25,000 per month) (the “Salary”)
                                         for a full-time position. The payment of the Salary shall be effective on of the date
                                         on which the proceeds of the Qualifying Event are received by the Group. The Salary will
                                         be payable on a monthly basis in accordance with the regular payroll practices of INX
                                         US.



 


		6.2.	Benefits
appropriate to an executive level employee, including but not limited to health, dental, and vision insurance, 401K or comparable
retirement plan, and other benefits to be determined.



 


		6.3.	A
non-solicitation and non-competition agreement.



 


		7.	INX
US agrees to pay Mr. Rozzi the following bonus payments:



 


		7.1.	Upon
and subject to the (i) consummation of a Qualifying Event; and (ii) the approval of a trading license by the CFTC to any Group
company during the term of this Agreement or during Mr. Rozzi’s employment period, Mr. Rozzi will be entitled to a one-time
bonus payment in the amount of US$ 40,000; and



 


		7.2.	Upon
and subject to the (i) consummation of a Qualifying Event; and (ii) the consummation of key performance indicators which will
be determined by the Board of Directors of INX US, Mr. Rozzi will be entitled to a one-time bonus payment in the amount of US$
50,000.



 


		8.	Upon
and subject to the occurrence of the Qualifying Event during Mr. Rozzi’s employment period, Mr. Rozzi will be entitled to
purchase 350,000 Tokens in consideration for an aggregate amount of US$ 3,500, subject to the terms of a Token vesting plan and
lock up provisions which will be adopted by the Group.



 


		9.	Upon
                                         and subject to the adoption of a Share Ownership and Option Plan by INX Gib (as amended,
                                         the “Plan” and the “Grant Date”), INX Gib will
                                         grant to Mr. Rozzi equity compensation awards of Ordinary Shares of INX Gib under the
                                         Plan as follows:



 


		9.1.	An
                                         option to purchase a number of Option Shares constituting 0.5% of the share capital of
                                         INX Gib on a fully diluted basis as of the date hereof (subject to future dilutions)
                                         at a price per share equal to the Fair Market Value of the option shares as of the Grant
                                         Date (the “Option”).



 


		9.2.	The
Option will vest and become exercisable as follows: 1/4 of the Option shall vest upon each anniversary of the effective date of
the Employment Agreement subject to Mr. Rozzi’s continuous engagement with the Group at such time, such that, subject to
Mr. Rozzi’s continuous engagement with the Group at such time, the
entire Option shall be vested and exercisable upon the 4th anniversary of the effective date of the Employment Agreement.



 





		9.3.	The
Option shall be subject to the terms and conditions of the Plan.


 






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		10.	INX
US undertakes that (save for cases of termination for cause by INX US, which shall be defined in the Employment Agreement) the
term of Mr. Rozzi’s employment with INX US shall be no less than 1 year commencing as of the effective date of the Employment
Agreement.



 


		11.	The
                                         Group’s technology, trade secrets, business plans, financial information and any
                                         other information, including technical, business and financial information provided or
                                         disclosed to the Consultant by the Group (“Confidential Information”)
                                         shall be kept in strict confidence and the Consultant shall be subject to the following
                                         obligations:



 


		■	The
Consultant shall use the Confidential Information received solely in furtherance of the business of the Group;



 


		■	The
Consultant shall further refrain from copying or disclosing to any third party, the Confidential Information received, except
with the Group’s prior written consent; and



 


		■	Upon
the written request of the Group, the Consultant will promptly destroy or return any and all copies on any media containing such
Confidential Information, except that the Consultant may keep one (1) copy thereof for the purpose of complying with the terms
hereto.



 


		12.	This
confidentiality undertaking shall be perpetual, until such time as the Confidential Information shall have become public domain
through no fault by Consultant. Additional customary confidentiality obligations and undertakings shall be set forth in the Employment
Agreement.



 


		13.	All intellectual
                                                                                                                                                                                  property rights made by the Consultant in and during or in connection with the performance of the Services or as a
                                                                                                                                                                                  result from the Confidential Information shall be sole property of the Group. Additional customary  IP ownership
                                                                                                                                                                                  obligations and undertakings shall be set forth in the Employment Agreement.



 


		14.	Entire
Agreement. This Agreement contains the entire agreement between the parties with respect to the subject matter herein. This
Agreement supersedes and replaces any existing agreement entered into by Consultant and INX US relating generally to the same
subject matter, and may be amended or modified only in a writing signed by the parties.



 


	/s/ James Crossley	 	/s/ James Crossley
	INX Ltd.	 	INX Services, Inc.
	 	 	 	 	 
	By: 	James Crossley	 	By: 	James Crossley
	Its: 	25 June 2018	 	Its: 	25 June 2018



 






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	 	Fidelis LLC
	 	 	 
	 	By:	
	 	Its:	Principal



 


Agreed and Accepted:


 


/s/ Matt Rozzi





 



Matt Rozzi


 






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