Exhibit 10.19


 


-Execution Copy-


 


LOAN AGREEMENT


 


This Agreement (the “Agreement”) is effective
as of November 27, 2017 by and among INX Ltd., a company organized under the laws of Gibraltar (the “Company”)
and Ms. Maia Naor (the “Lender”). The Company and the Lender may hereinafter be referred to individually as
a “Party” and collectively as the “Parties”.


 


1. Loan


 


1.1. Principal Amount. Subject to the
terms and conditions hereof; the Lender shall extend to the Company US$ 40,625 (the “Principal Amount”).


 


1.2. Interest and Purchase of Tokens.
The Principal Amount shall bear interest as follows: fixed interest at the annual rate of 2%, compounded annually from the date
of receipt thereof to the date of Conversion (subject to adjustments from time to time by the applicable Income Tax Ordinance with
respect to loans between controlling parties in foreign currency, if applicable); (“Interest” and, together
with the Principal Amount and any value added tax (if any), the “Loan Amount”). In addition, in consideration
for the loan herein, the Lender shall purchase 937,499 INX Tokens issued by the Company, in consideration for the nominal value
of such INX Tokens, $0.01 per token and an aggregate purchase price of US$9,375.


 


1.3. Loan Terms. Subject to Section
1.1 above, the Principal Amount shall be transferred to the Company (or to any service provider of the Company on behalf of the
Company, as instructed by the Company) by the Lender, in US Dollars or NIS, at the discretion of the Lender, at the exchange rate
in effect on the date of the transfer of funds, by means of wire transfer in accordance with the wire instructions to be provided
to the. Lender by the Company. The Principal Amount shall be used for funding the Company’s operations.


 


1.4. Conversion of the Loan Amount.
The Lender shall be entitled, at any time and at her sole discretion, to convert the Loan Amount into 333,333 Ordinary Shares of
the Company, GBP 0.001 par value each (“Conversion”).


 


1.5. Repayment. In the event that the
Lender shall elect not the convert the Loan Amount into shares as set forth in Section 1.4 above, then repayment of the Loan Amount
shall be due and payable upon the earlier of: (i) the lapse of 5 years as of the date hereof; (ii) an IPO (as defined in the Company’s
Articles of Association); or (iii) upon a Deemed Liquidation event (as defined in the Company’s Articles of Association),
by check or wire transfer delivered to the Lender’s account furnished to the Company for that purpose. Immediately upon repayment
or Conversion in full of the Loan Amount, the Lender shall surrender the Agreement to the Company for cancellation, the Company
shall be released from the repayment obligation set forth herein, and this Agreement shall terminate. The Company shall notify
the Lender with respect to an IPO or a Deemed Liquidation Event by providing it a written notice 30 days prior to the consummation
of such event.


 


Notwithstanding the foregoing, the Loan Amount shall become
immediately due and payable upon any of the following events (each, an “Event of Default”): (i) the insolvency
of the Company, (ii) the commission of any voluntary act by the Company of liquidation or dissolution, (iii) the execution by the
Company of a general assignment for the benefit of creditors, {iv) the filing by or against the Company of any petition in bankruptcy
or any petition for relief under the provisions of the applicable bankruptcy laws for the relief of debtors and the continuation
of such petition without dismissal for a period of 30 days or more, or (v) the appointment of a receiver or trustee to take
possession of a substantial portion of the property or assets of the Company and the proceedings in connection with such appointment
shall not be dismissed or discharged within 20 days of commencement - all provided that such default specified in sub-sections
(i)-(v) above were not repaired by the Company within 60 days from the date on which such Event of Default occurred. The Company
shall promptly notify the Lender in writing upon the occurrence of any Event of Default or the occurrence of any event that is
reasonably likely (in the opinion of the Company) to result in an Event of Default.


 




     


     


    

 


If applicable, the Company shall pay to the Lender all value
added tax, if any, payable in respect of any payment to be made by the Company to the Lender under this Agreement.


 


1.6. Resolutions. As condition to the
validity of the Agreement, the Company shall provide the Lender with duly signed written resolutions of the Board of Directors
of the Company and duly signed written resolutions of the Company’s shareholders approving, inter alia, the execution and
performance of this Agreement and the validity of the warranties of the Company set forth in Section 2.1 (d) below.


 


2. Representations and Warranties


 


2.1. The Company hereby represents and warrants
to the Lender as follows:


 


a) The Company has full power and authority
to consummate the transactions contemplated hereunder, and the consummation of such transactions and the performance of this Agreement
by the Company do not violate the provisions of any applicable law, and will not result in any breach of, or constitute a default
under, any agreement or instrument to which the Company is a party or under which the Company is bound;


 


b) No third party consents or approvals are
necessary for the execution, delivery and performance of this Agreement;


 


c) To the extent applicable, each of the shareholders
of the Company holding preemptive rights, rights of first refusal or similar rights applicable to the transactions contemplated
hereunder has waived in writing any preemptive, rights of first refusal or similar rights, or other limitations, it may have had
with respect to the transactions contemplated by this Agreement or has exercised such, or such rights have lapsed in accordance
with their terms; and


 


d) The execution and performance of this Agreement
by the Company have been duly authorized by all necessary action (including board of directors’ and shareholders’ consents,
if necessary), this Agreement, when executed and delivered, will be been duly executed and delivered by the Company, and this Agreement
shall be the legal, valid, and binding obligation of the Company, fully enforceable against the Company.


 


e) There is no claim, action, suit, proceeding,
arbitration, complaint, charge or investigation pending or, to the Company’s knowledge, currently threatened against the
Company and any of its officers, directors or key employees (in their capacity as such) or against the Company’s properties
or with regard to the Company’s business or which the Company intends to initiate.


 


2.2. The Lender hereby represents and warrants
to the Company that:


 


a) The Lender is aware that neither this Agreement
nor the shares of the Company or the INX Tokens purchased hereunder are, and will not be, tradable unless they are subsequently
registered under applicable securities laws or an exemption from such registration is available.


 


b) The Lender has the ability and the resources
to independently evaluate and assess the Company and the risks involved in his loan hereunder, and to bear such risks.


 




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3. General Provisions


 


3.1. Further Assurances. The Company
and the Lender shall perform such further acts and execute such farther documents as may reasonably be necessary to carry out and
give full effect to the provisions of this Agreement and the intentions of the Parties as reflected thereby.


 


3.2. Entire Agreement; Amendment; Waiver.
This Agreement constitutes the fall and entire understanding and agreement between the Parties hereto with regard to the subject
matters hereof. Any term of this Agreement may be amended with the written consent of the Company and the Lender. No delay or omission
to exercise any right, power, or remedy accruing to any party upon any breach or default under this Agreement, shall be deemed
a waiver thereof or of any other breach or default theretofore or thereafter occurring. Except as otherwise provided for herein,
the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular
instance) only with the written consent of the party against such waiver is sought.


 


3.3. Severability; Headings. The invalidity
or unenforceability of any term or provision of this Agreement will not affect the validity or enforceability of any other term
or provision hereof. The headings in this Agreement are for convenience of reference only and will not alter or otherwise affect
the meaning of this Agreement.


 


3.4. Replacement Agreement. If this
Agreement becomes mutilated and is surrendered by the Lender to the Company, or if the Lender claims that this Agreement has been
lost or destroyed, the Company shall execute and deliver to the Lender a replacement Agreement upon receipt of appropriate waiver
and undertaking of indemnification by the Lender.


 


3.5. Assignment. This Agreement is
transferable and assignable by the Lender only upon consent of the Company, provided that no such consent shall be required
for any transfer to an affiliate of the Lender or to any person or entity to whom the Lender would be entitled to freely transfer
Ordinary Shares under the terms of the Company’s Articles of Association had the Lender held such shares. The Company may
not transfer and assign this Agreement without the prior written consent of the Lender, except to a successor in interest.


 


3.6. Governing Law; Jurisdiction. This
Agreement shall be governed by and construed and enforced in accordance with the laws of England and Wales. Any dispute arising
out of, or relating to this Agreement, its interpretation or performance hereunder, shall be subject to the exclusive jurisdiction
of the competent courts of London, England.


 


3.7. Notices. All notices and other
communications required or permitted hereunder to be given to a party hereto shall be in writing. All notices shall be given by
registered mail (postage prepaid), by facsimile or email or otherwise delivered by hand or by messenger to the Parties’ respective
addresses as shall be designated by notice from time to time. Any notice sent in accordance with this Section 3.7 shall be deemed
received upon the earlier of: (i) if sent by facsimile or email, upon transmission and confirmation of transmission or (if transmitted
and received on a non-business day) on the first business day following transmission and electronic confirmation of transmission,
(ii) if sent by registered mail, upon 3 days of mailing, (iii) if sent by messenger, upon delivery; and/or (iv) upon actual receipt.


 


3.8. Counterparts. This Agreement may
be executed in one or more counterparts.


 




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[Signature Page to Loan Agreement]


 


IN WITNESS WHEREOF, the Parties have executed this Agreement
as of the date and year first above written.


 


	THE COMPANY:	 
	 	 
	By:	/s/ James Crossley	 
	Name: 	James Crossley 	 
	Title:	Director	 
	 	 
	THE LENDER:	 
	 	 
	/s/ Mala Naor	 
	MAIA NAOR	 


 


 




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