Exhibit 10.7


 


Horn & Co. Draft, January 31, 2018


 


AMENDMENT TO THE SECOND AMENDED AND RESTATED
ENGAGEMENT AGREEMENT


 


This Amendment to the Second Amended and
Restated Engagement Agreement (the “Amendment”) is entered into on January 31, 2018 (the “Signing Date”),
and will be effective as of September 26, 2017 (the “Effective Date”) by and between INX Ltd. (the “Company”)
and A-Labs Finance and Advisory Ltd. (the “Advisor”).


 


	WHEREAS,	the Company and the Advisor entered into an agreement pursuant
to the Engagement Agreement dated as of the Effective Date, as amended on December 14, 2017, December 27, 2017 and December 28,
2017 (the “Agreement”); and



 


	WHEREAS,	The parties agreed to amend the Agreement as set forth
herein;



 


NOW, THEREFORE, in consideration of the respective agreements
of the parties contained herein, the parties agree as follows:


 


		1.	Capitalized terms not otherwise defined herein shall
bear the meanings ascribed to them in the Agreement.



 


		2.	Section 4.1.3.3 shall be deleted in its entirety and
replaced with the following:



 


“A-Labs acknowledges that it holds 1,120,000
Ordinary Shares of the company constituting 12.57% of the share capital of the Company on a fully diluted basis as of the Signing
Date”.


 


		3.	Section 4.1.4 shall be deleted in its entirety and
replaced with the following:



 


“Upon the consummation of the contemplated
initial public offering of Tokens in which the Company shall raise from third parties within the United States of America and/or
from third parties which are deemed US persons not less than US$ 10,000,000 in consideration for Tokens, the Company shall pay
A-Labs a one-time cash payment in the amount of US$ 500,000 (the “US Success Fee’’).” .


 


		4.	Section 4.1.4.A shall be added to the Agreement after
Section 4.1.4 and shall state as follows:



 


“4.1.4.A. A-Labs will be entitled to a percentage
of all ICO Proceeds upon the Closing of a Successful ICO (the ’’NON-US Success Fee’’), as follows:


 





	Amount of ICO Proceeds	 	Success Fee
	ICO Proceeds of up to US$30 million.	 	10% of the ICO Proceeds.
	ICO Proceeds in excess of US$30 million and up to US$100 million.	 	5% of the ICO Proceeds.
	ICO Proceeds in excess of US$ 100 million and up to US$200 million.	 	6% of the ICO Proceeds.
	ICO Proceeds in excess of US$200 million.	 	7.5% of the ICO Proceeds








 


For the purpose of this Section 4, the term
“ICO Proceeds” shall mean the total aggregate amounts paid by purchasers of Tokens other than those accounted for by
Section 4.1.4 above in cash, Bitcoin or Ethereum, actually received by the Company an or prior to the closing of the ]CO (the “ICO
Day”).


 


For
the purpose of this Agreement, the term “Successful ICO” shall mean an initial public offering of Tokens in which
the Company shall raise from third parties other than those accounted for by Section 4.1.4 above, no less than US$ 10,000,000
in consideration for Tokens.


 






    


     


    

 







Horn
& Co. Draft, January 31, 2018


 


The US Success Fee and
the Non-US Success Fee shall be referred hereto together as the “Success Fee”.


 


		5.	Unless amended hereby, all provisions of the Agreement
shall remain in full force and effect.



 


IN WITNESS WHEREOF, the Company
has caused this Amendment to be executed by its duly authorized officer and the Advisor has duly executed this Amendment by its
duly authorized officer as of the day and year first above written.


 


This Amendment will come into effect only upon the signature
of both the Company and the Advisor.


 


	INX LTD.	 	A-LABS FINANCE AND ADVISORY LTD.
	 	 	 
	By:	/s/ James
Crossley	 	By:	/s/ Doron
Cohen
	Name: 	James Crossley	 	Name:	Doron Cohen
	Title: 	Director	 	Title:	CEO