Exhibit
10.15


   


	 	 	INX
    Limited 

    57/63 Line Wall Road 

    GX11 1AA, Gibraltar



 





 






 


June
21, 2018


To:


 


David
Weild                                                                            -Via
Email-


 


Re:
Amended and Restated Invitation to serve as a Member of the Board of Directors of INX Ltd.


 


Dear
David,


 


On
March 21, 2018, we entered into an agreement with you and invited you to serve as a member of the Board of Directors (the “Board”)
of INX Ltd., a company incorporated under the laws of Gibraltar (the “Company”), under the terms set forth
below (the “First Agreement”) commencing as of April 15, 2018 (the “Effective Date”).


 


The
First Agreement is hereby amended and is replaced in its entirety with this Amended and Restated Invitation to serve as a Member
of the Board of Directors of INX Ltd. (the “Letter”), effective as of the Effective date.


 


	1.	As a member of the Board you will (the “Services”):




 


		●	assist,
                                         guide and contribute from your expertise in steering the Company’s operations;
	 	 	 
		●	agree
                                         to the use of your credentials, photo and bio on the Company’s website and other
                                         promotional and marketing materials at the sole discretion of the Company (including
                                         without limitation, in connection with the public offering of Tokens contemplated by
                                         the Company (the “RCO”) and all other commercial and technological
                                         activities and operations of the Company and its affiliates);
	 	 	 
		●	assist
                                         the Company in developing key contacts, including with potential clients, and business
                                         partners, for its benefit to accelerate and further enable its R&D, business development,
                                         marketing and financing efforts using your professional experience, knowledge, and business
                                         and personal contacts;
	 	 	 
		●	support
                                         the Company in its interactions with third parties such as potential strategic partners
                                         that can help accelerate the execution of the Company’s R&D plan, business
                                         development operations and financing efforts;
	 	 	 
		●	participate
                                         in various meetings of the Board and its committees, in person or via remote communication,
                                         as shall be instructed by the Board (which are expected to be held by phone on a monthly
                                         basis and in person or via video conference on a quarterly basis). In addition, the Company
                                         wishes that you will be available for ongoing consultation on a regular basis. Provided
                                         that such consultation shall consist of no more than: (i) ten (10) hours per calendar
                                         month; or (ii) sixty (60) hours per each consecutive period of six (6) calendar months;



 



      

     


    

  


 


 


		●	assist
                                         the Company in presenting relevant information during marketing meetings with prospective
                                         strategic clients, as well as in meetings with prospective investors and strategic partners;



 


	2.	In
                                         consideration for the Services you will be paid a monthly fee (the “Fee”)
                                         in the amount of: US$ 1,500 (which will be paid within 14 days following the end of each
                                         calendar month of Services against a valid invoice). Additionally, upon and subject to
                                         the RCO Effective Date, you will be entitled to the right to purchase 350,000 INX Tokens
                                         generated and issued by the Company (the “Tokens”) in consideration
                                         for US$ 0.01 per each Token and to a monthly issuance of 3,500 Tokens per month of Services
                                         following the RCO Effective Date, in consideration for US$ 0.01 per each Token. For the
                                         purpose of this Letter, the RCO Effective Date shall mean: 6 months after declaration
                                         by the SEC of the effectiveness of the RCO.
	 	 
	3.	The
                                         Company will reimburse you for all necessary and reasonable travel and business expenses
                                         you incur in connection with your duties as a member of the Board, provided that such
                                         expenses have been approved by the Company in advance and are properly itemized and documented,
                                         and according to applicable Company policies from time to time.
	 	 
	4.	You
                                         shall be solely responsible to pay all taxes, levies, social benefits, insurance payments
                                         and any other payments required by law in connection with your engagement with the Company
                                         (including, inter alia, in connection with the Fee and the Tokens) provided, however,
                                         that the Company shall be entitled to withhold, deduct or set-off any amounts due, as
                                         may be required by, and subject to, applicable law, from any payments due to you hereunder
                                         (including the Tokens) or in connection with this Letter.
	 	 
	5.	As
                                         a member of the Board, you will be covered by the directors’ and officers’
                                         insurance policy of the Company (pursuant to the terms thereof).
	 	 
	6.	It
                                         is hereby clarified that you shall perform the Services as an independent contractor
                                         (and not as an agent, employee or representative of the Company).
	 	 
	7.	The
                                         Company’s technology, trade secrets, business plans, financial information and
                                         any other proprietary information, including technical, business and financial information
                                         provided to you by the Company (“Confidential Information”) shall
                                         be kept in strict confidence and you shall be subject to the following obligations:


 


		●	You
                                         shall use the Confidential Information received solely in furtherance of the business
                                         of the Company;
	 	 	 
		●	You
                                         shall further refrain from copying or disclosing to any third party, the Confidential
                                         Information received, except with the Company’s prior written consent; and



  






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	 	●	Upon
                                         the written request of the Company, promptly destroy or return any and all copies on
                                         any media containing such Confidential Information, except that you may keep one (1)
                                         copy thereof for the purpose of complying with the terms of this Letter. However, the
                                         Company acknowledges that you are employed by a FINRA member firm and that all electronic
                                         communications may be required by FINRA rules to be stored for a period of seven (7)
                                         years and thus cannot be, as a practical matter, either destroyed or returned.



  


The
confidentiality obligations of this Letter shall not apply to any information that you can document (a) is already in the public
domain through no breach of this Letter; (b) was, as between the parties, lawfully in your possession prior to receipt from the
Company; (c) is independently developed by you without use of the Confidential Information; or (d) you are obligated to produce
pursuant to an order of a court of competent jurisdiction or a valid administrative or Congressional subpoena, provided that you
promptly notify Company and cooperate reasonably with Company’s efforts to contest or limit the scope of such order.


 


No
patent, copyright, trademark or other proprietary right or license is granted by this Letter or the disclosure of the Confidential
Information.


 


This
confidentiality undertaking shall be perpetual, until such time as the Confidential Information shall have become public domain
through no fault by you.


 


	8.	All
                                         intellectual property rights made by you in and during the performance of the Services
                                         or directly result from the Confidential Information shall be sole property of the Company.
	 	 
	9.	The
                                         Company shall be entitled to disclose the fact that you are a member of the Board at
                                         any time and refer any potential investor in the Company to you.
	 	 
	10.	This
                                         Letter shall be exclusively governed by and construed in accordance with the laws of
                                         Gibraltar.
	 	 
	11.	This
                                         Letter shall be in effect as of the Effective Date and may be terminated by either the
                                         Company or yourself at any time and for any reason, upon written notice with immediate
                                         effectiveness.



  






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	 	Sincerely
    yours,
	 	 
	 	INX Ltd.
	 	 
	Agreed and Accepted:	 
	 	 
	/s/
    David Weild	 
	David Weild	 



 


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