Exhibit
10.8 


 


Amended
and Restated Exchange Software - MVP Version -Agreement


 


This
Amended and Restated Software Services Agreement is made on May 9, 2018, and is effective as of October 1, 2017 (the “Effective
Date”) between Y. S Technologies Ltd. (“Developer”), a an Israeli corporation with its principal
place of business at 2nd Ha-Mada St., Rehovot, Israel, and INX Ltd, a Gibraltar company (“Company”),
whose principal place of residence is at 157/63 Line Wall Road, Gibraltar, GX11 1AA, Gibraltar.


 


Whereas,


 


The
parties entered into an Exchange Software - MVP Version - Agreement dated as of the Effective Date, as amended on February 18,
2018 (the “First Agreement”); and


 


Whereas,


 


The
parties wish to amend the First Agreement and replace it 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;


 


Therefore,
the parties have agreed as follows:


  


	1.	Exchange
    Software


 


Developer
shall provide Company with certain services for the design, development, implementation, modification and customization of an
MVP Exchange Software (“Software”), including, without limitation, servers and security measures, in accordance
with the specification (“Specification”), as further described in the Statement of Work which is attached to
this agreement as Schedule A (the “SOW”, and together the “Services”).


 


	lA.	Representations.




 


	l
    A.I 	Developer
    represents and warrants that it has sufficient experience, knowledge and ability to render the Services and perform its obligations
    in accordance herewith. Developer further represents and warrants that it will not make use of (i) any confidential or proprietary
    information belonging to any third party, or (ii) any information which Developer is restricted from disclosing or using due
    to contractual undertakings (such as non-disclosure agreements) or by law, in the provision of the Services hereunder.
	 	 
	l
    A.2 	Developer
    represents and warrants that the execution and delivery of this Agreement and the fulfillment of the terms hereof will not
    constitute a default under or breach of any agreement and/or undertaking and/or other instrument to which it is a party, including
    without limitation, any confidentiality or non-competition agreement, and do not require the consent of any person or entity
    which has not been obtained by Developer.
	 	 
	lA.3
    	Developer
    represents and warrants that it shall comply with all applicable laws, regulations and the terms hereof in the performance
    of its duties and obligations hereunder. Developer further represents that there is no legal, commercial, contractual or other
    restriction, which precludes or might preclude it from fully performing the obligations pursuant to this Agreement.


 






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	2.	Acceptance
    and Rejection


 


	 	2.1.	Inspection
    Period. Company will have 45 Business Days after Developer delivers the Software to inspect and test the Software to ensure
    it meets the Acceptance Criteria (as defined below) (the “Inspection Period”).


 


	 	2.2.	Acceptance.
    If in Company’s opinion the Software meets the Acceptance Criteria, Company shall accept the Software and notify
    Developer that it is accepting the Software.


 


	 	2.3.	Deemed
    Acceptance. Company will be deemed to have accepted the Software if Company fails to notify Developer on or before the
    expiration of the Inspection Period.


 


	 	2.4.	Rejection.
    If in Company’s opinion, the Software fails in a material way to meet the Acceptance Criteria, Company may reject
    the Software by delivering to Developer a written list detailing each failure to satisfy the Acceptance Criteria.


 


	 	2.5.	Opportunity
    to Cure. If Company rejects the Software, Developer will have 30 days from the date of notice to promptly cure the failure
    in the Software and re-deliver the Software to Company to re-inspect and test.


 


	 	2.6.	Continued
    Failure to Cure. If in Company’s opinion, Developer’s corrections fail to satisfy the Acceptance Criteria,
    Company may immediately terminate this Agreement.


 


	 	2.7.	Acceptance
    Criteria. “Acceptance Criteria” means the specifications the Software must meet, as described in Schedule
    A, attached to this Agreement.


 


	3.	Development
    Price. Company shall pay Developer the consideration set forth in Sections 3.1, 3.2 and 3.3 below.


 


	 	3.1.	An
    initial down payment of NIS 158,000 due on the date hereof; and


 


	 	3.2.	An
    additional down payment of NIS 119,000 due on May 30, 2018; and


 


	 	3.3.	The
    consideration set forth in Schedule A in accordance with the timetable specified therein and subject to completion of the
    milestones linked to each payment (and together with the payment stated in Section 3.1 and 3.2 above which will be deducted
    from the consideration due under this Section 3.3, the “Purchase Price”), provided however that, in the
    event that the Company shall not raise US$ 5 million or more in consideration for equity, debt or other securities or tokens
    generated and/or issued by the Company until June 30, 2018, the total amount of Purchase Price due by the Company shall be
    caped and shall not exceed the amount of NIS 277,000.


 


	 	3.4.	All
    payments made in immediately available funds against receipt of an invoice by Company.


 


	 	3.5.	VAT
    will be added to the payments (if needed).


 


	 	3.6.	For
    the work done according to this Agreement, Company shall grant Developer on the date hereof an option (the “Option”)
    to purchase 68,173 Ordinary Shares of the Company (which Options are subject to future dilutions). The Option’s exercise
    price shall be equal to the nominal value of the shares and the Option’s terms shall be as set forth the warrant form
    attached hereto as Schedule Al.


 


	 	3.7.	Developer
    shall not be entitled to receive any other compensation or payment from Company other than as expressly stated in this section
    3.


 






    	 	2	 



     


    

 


	4.	Taxes
    and Right to Suspend. Notwithstanding anything to the contrary, Developer shall be solely responsible for any tax and
    other payments required by law in connection with this Agreement and the payment or remittance of any portion of the consideration
    hereunder, provided, however, that Company may withhold any amounts as required by applicable law
    from any payments or other forms of compensation hereunder or in connection with this Agreement.


  


If
Company fails to make payments when due and does not cure such default within 15 days following receipt of a written notice from
the Developer, Developer may suspend the development of the Software until Company pays all outstanding fees, without derogating
from any other remedy to which Developer is entitled to.


 


	5.	Support


 


	 	5.1.	Initial
    Support. For the 3 month period beginning on the date of delivery and installation of the Software on Company’s
    server (the “Initial Support Period”), and at Developer’s own expense, Developer shall provide Company
    with maintenance and support services in accordance with the Service Level Agreement attached hereto as Schedule B (“SLA”).
    SLA shall include, without limitation: telephone or electronic support in order to help Developer locate and correct problems
    with the Software.


 


	 	5.2.	Renewed
    Support. After the period of the Initial Support Period, Company may elect to renew Developer’s support services
    under Schedule B for additional 3-month periods, at an annual rate equal to 25% of the aggregate Purchase Price.


 


	6.	Changes


 


	 	6.1.	Notice
    of Necessary Changes. Company shall promptly notify Developer in writing of any change to the Software that Company reasonably
    determines is necessary.


 


	 	6.2.	Contents
                                         of Notice. Company shall include in its notice to Software




 


		6.2.1.	the
                                         particular elements of the Software that it seeks to change,



 


		6.2.2.	the
                                         reason for the requested change, and


 


Within
5 days from receipt of notice of change, Developer shall notify Company of the impact, if any, that the requested change will
have on:


 


	 	a)	the
    time schedule for the performance of the Services, and


 


	 	b)	any
    other terms or conditions of this Agreement (including pricing).


 


Company
will review the implications and will either reject or approve the change. 


 


	 	6.2.3.	Changes
    Made in Writing. Any approved changes to the Software must be in writing, by an updated SOW, and should be signed by each
    party.


  


	7.	Limited
    Warranty


 


	 	7.1.	Software
    Warranty. Developer hereby warrants that for a period of twelve (12) months (the “Warranty Period”),
    that when operated according to the documentation and other instructions, the Software will perform substantially according
    to the functional specifications listed in the documentation.


 


	 	7.2.	Service
    Warranty. Developer hereby warrants that its Services will be performed consistent with generally accepted industry standards.


 


	 	7.3.	Replace
    or Replace. During the Warranty Period, promptly following receipt of a notice of a defect from Company, Developer shall
    repair or replace the defect in the Software.


  






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	 	7.4.	No
    Other Obligation. Developer’s obligation to repair or replace defects in the Software under this section will be
    Company’s sole remedy for defects, or if Developer is unable to repair or replace the Software, refund to Company the
    applicable fees paid upon return, if applicable, of the nonconforming item to Developer.


 


	 	7.5.	Limitation
    of Compensation. Developer’s obligation to repair or replace defects under this section shall be limited to the
    value of the Purchase Price.


 


	8.	Limitation
    of Compensation. In any event where the Developer should compensate the Company, the compensation shall be limited to
    the value of the Purchase Price


 


	9.	No
    Infringement. Developer hereby warrants that nothing in the services provided thereby, infringes or will infringe Intellectual
    Property rights of a third party.


 


	10.	Exclusions
    from Warranty. Software’s warranties under this Agreement exclude any claims based on defects in the Software caused
    by Company, or by third parties.


 


	11.	Ownership
    of Work Product


 


	 	11.1.	Except
    as otherwise set forth below, all inventions, data, works, designs, technology and improvements related to the Services and
    created by Developer during the performance of the Services hereunder, including the Software (together, “Inventions”),
    shall be the sole and exclusive property of Company. Developer will assign and convey to Company all right and title to the
    Inventions, including all Moral Rights therein, together with the source code, and any and all related patents, copyrights,
    trademarks, trade names, and/or other industrial or other intellectual property rights and applications thereof.


 


	 	11.2.	“Moral
    Rights” shall mean any rights of paternity or integrity, any right to claim authorship of an invention, to object to
    any distortion, mutilation or other modification of, or other derogatory action in relation to, any invention, whether or
    not such would be prejudicial to her honor or reputation, and any similar right, existing under judicial or statutory law
    of any country in the world, or under any treaty, regardless of whether or not such right is denominated or generally referred
    to as a “moral right”.


 


	12.	Confidentiality


 


	 	12.1.	Company
    acknowledges and agrees that Developer (for the purpose of this section, “Recipient”) will have access
    to certain information of a proprietary or confidential nature of the Company (for the purpose of this section, “Discloser”)
    during the term of this Agreement, including, without limitation, technical or nontechnical data, formulas, patterns, compilations,
    programs, devices, methods, techniques, processes, financial data, financial plans, product plans, names of customers and
    potential customers, including pricing and frequency of service, names of suppliers and potential suppliers, employees, employee
    compensation plans, and any method, technique, or system concerning pricing or marketing, all of which are actually or potentially
    valuable to Discloser, which are not generally known or readily ascertainable by persons not engaged by the Discloser, all
    of which is proprietary and confidential to Discloser. For purposes of this Agreement, such information is hereafter considered
    “Confidential Information”.


 


	 	12.2.	The
    confidentiality obligations hereunder shall not apply to any information that Recipient can document (a) is already or becomes
    in the public domain through no fault of Recipient or a breach of Section 12; (b) was, as between the parties to this Agreement,
    lawfully in Recipient’s possession prior to receipt from Discloser; (c) is received by Recipient independently from
    a third party free to lawfully disclose such information to Recipient, or (d) is independently developed by Recipient without
    use of or reference to Confidential Information.


  






    	 	4	 



     


    

 


	 	12.3.	Recipient
    will hold in confidence all such Confidential Information and will not use such Confidential Information except as permitted
    herein and will not disclose any Confidential Information to any third-party without the prior written consent of Discloser,
    or unless required to do so by court order or subpoena, other than to those employees or service providers of Recipient who
    have a need to know such information and who are bound by confidentiality and non-use undertakings no less restrictive than
    those contained herein. If Recipient becomes legally compelled by law, court order or subpoena, to make any disclosure contrary
    to the terms of this Agreement, Recipient shall provide Discloser with prompt notice of such legal proceedings so that Discloser
    may seek an appropriate protective order or other appropriate relief or waive compliance with the provisions of this Agreement.
    Recipient further agrees to return all Confidential Information (and any tangible materials incorporating Confidential Information)
    to Discloser upon the termination of this Agreement. However, Recipient may retain one copy of the Confidential Information
    in order to comply with mandatorily applicable law and to observe its obligations under this Agreement.


 


	 	12.4.	Recipient
    further acknowledges and recognizes that Discloser would suffer irreparable harm if Recipient violates this Agreement concerning
    Confidential Information and that damages may not be a suitable remedy for such a violation. Accordingly, in addition to all
    other remedies to which Discloser may be entitled, Discloser may also be entitled to seek injunctive relief and any other
    form of equitable relief


 


	 	12.5.	Recipient’s
    obligations hereunder with respect to each item of Confidential Information shall expire 1 year from the date of receipt by
    Recipient or such longer period if trade secret protection applies.


 


	13.	Non-compete;
    Non-Solicitation


 


During
the term of this Agreement, and for a period of 1 year from the date of completion of Services hereunder, Developer and its affiliates,
directly or indirectly, shall not: (i) compete with the Company or its business nor provide services or develop software related
to cryptocurrency exchanges; and (ii) entice or solicit to employ, or employ, directly or indirectly, any individual employed
by the Company or any of its affiliates.


 


During
the term of this Agreement, and for a period of 1 year from the date of completion of Services hereunder, Company and its affiliates,
directly or indirectly, shall not entice or solicit to employ, or employ, directly or indirectly, any individual employed by the
Developer or any of its affiliates. “Entice” or “solicit” shall not be deemed to mean any soliciting or
hiring any person that his employment with Developer has been terminated by Developer. In addition, employment in good faith of
an employee of Developer who approached the Company via general advertising not targeted at any such individual shall not be deemed
breach of this Section 13, provided that the Company shall terminate the engagement with such employee upon receipt of a written
notice by Developer with respect to its relationship with such employee within the shortest period determined by the applicable
law for such termination.


 


	14.	Termination


 


	 	14.1.	Term.
    This Agreement shall become effective as of the Effective Date and, unless otherwise terminated in accordance with the
    provisions of this Section 14, will continue until the Services have been fully delivered and completed to the full satisfaction
    of the Company.


 






    	 	5	 



     


    

 


	 	14.2.	Termination
    for Convenience. Notwithstanding anything to the contrary herein, the Company may terminate this Agreement upon 30 days
    advance written notice to the Developer.


 


	 	14.3.	Termination
    for Material Breach. Each party may terminate this Agreement with immediate effect by delivering notice of the termination
    to the other party, if


 


	 	a)	the
    other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations,
    covenants, or representations, and


 


	 	b)	the
    failure, inaccuracy, or breach continues for a period of 15 days after the injured party delivers notice to the breaching
    party reasonably detailing the breach


 


	 	14.4.	Termination
    for Insolvency. If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, the
    other party may terminate this agreement with immediate effect.


 


	 	14.5.	Termination
    for not Raising Sufficient Funds. If the Company does not raise US$ 5 million or more in consideration for equity, debt
    or other securities or tokens generated and/or issued by the Company until June 30, 2018, this Agreement shall terminate on
    June 30, 2018 and the Company shall pay Service Provider amounts due until such date provided that such amounts shall not
    exceed the cap amount set forth is Section 3.3 above.


 


	15.	Effect
    of Termination


 


	 	15.1.	Termination
    of Obligations. Unless otherwise set forth herein, on termination or expiration of this Agreement, each party’s
    rights and obligations under this agreement will cease immediately


 


	 	15.2.	Payment
    Obligations. Even after termination or expiration of this Agreement and subject to the provisions of Section 3 above,
    each party shall:


 


	 	a)	pay
    any amounts it owes to the other party, including payment obligations for services already rendered, work already performed,
    goods already delivered, or expenses already incurred, and


 


	 	b)	refund
    any payments received but not yet earned, including payments for services not rendered, work not performed, or goods not delivered,
    expenses forwarded


 


	 	15.3.	No
    Further Liability. On termination or expiration of this Agreement, neither party will be liable to the other party, except
    for liability


 


	 	a)	that
    arose before the termination or expiration of this Agreement, or


 


	 	b)	arising
    after the termination or expiration of this Agreement and in connection with sections 12 and 13.


 


	16.	Mutual
    Limitation on Liability. Neither party will be liable for breach-of-contract damages that are remote or speculative, or
    that the breaching party could not reasonably have foreseen on entry into this Agreement.


 


	17.	Definitions


 


“Business
Day” means a day other than a Saturday, a Friday , or any other day on which the principal banks located in Tel-Aviv, Israel
are not open for business.


 






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“Effective
Date” is defined in the introduction to this agreement.


 


“Taxes”
includes all taxes, assessments, charges, duties, fees, levies, and other charges of a governmental authority, including income,
franchise, capital stock, real property, personal property, tangible, withholding, employment, payroll, social security, social
contribution, unemployment compensation, disability, transfer, sales, use, excise, gross receipts, value added and all other taxes
of any kind for which a party may have any liability imposed by any governmental authority, whether disputed or not, any related
charges, interest or penalties imposed by any governmental authority, and any liability for any other person as a transferee or
successor by Law, contract or otherwise.


 


“Law”
means


 


	 	a)	any
    law (including the common law), statute, bylaw, rule, regulation, order, ordinance, treaty, decree, judgment, and


 


	 	b)	any
    official directive, protocol, code, guideline, notice, approval, order, policy, or other requirement of any governmental authority
    having the force of law.


 


“Person”
includes


 


	 	a)	 any
    corporation, company, limited liability company, partnership, governmental authority, joint venture, fund, trust, association,
    syndicate, organization, or other entity or group of persons, whether incorporated or not, and
	 	 	 
	 	(b)
    	any
    individual.


 


	18.	General
    Provisions


 


	 	18.1.	Entire
    Agreement. The parties intend that this Agreement, together with all attachments, schedules, exhibits, and other documents
    that both are referenced in this agreement and refer to this Agreement


 


	 	a)	represent
    the final expression of the parties’ intent and agreement between the parties relating to the subject matter of this
    Agreement.


 


	 	b)	contain
    all the terms the parties agreed to relating to the subject matter, and


 


	 	c)	replace
    all the parties’ previous discussions, understandings, and agreements relating to the subject matter hereof.


 


	 	18.2.	Counterparts.
    This Agreement may be signed in any number of counterparts, each of which shall be deemed as an original and together
    all counterparts shall form one single document.


 


	 	18.3.	Amendment.
    This Agreement can be amended only by a writing signed by both parties.


 


	 	18.4.	Assignment.
    Neither party may assign this agreement or any of their rights or obligations under this Agreement without the other party’s
    written consent; provided that Company may, without such consent, freely assign its rights and obligations under this Agreement
    in connection with a merger, consolidation or sale of substantially all of the business to which this Agreement relates.


  






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	 	18.5.	Binding
    Effect. This Agreement will benefit and bind the parties and their respective heirs, successors, and permitted assignees.


 


	 	18.6.	Governing
    Law and Consent to Jurisdiction and Venue


 


	 	(a)	 Governing
    Law. This agreement, and any dispute arising out of this Agreement shall be governed by laws of the State of Israel.


 


	 	(b)	Consent
    to Jurisdiction. Each party hereby irrevocably consents to the jurisdiction and venue of any court located within Tel-Aviv,
    Israel in connection with any matter arising out of this Agreement.


 


	 	(c)	Consent
    to Service. Each party hereby irrevocably


 


	 	(i)	agrees
    that process may be served on it in any manner authorized by the Laws of the State of Israel for such Persons, and


 


	 	(ii)	waives
    any objection which it might otherwise have to service of process under the Laws of the State of Israel.


 


	 	18.7.	Force
    Majeure. A party shall not be liable for any failure of or delay in the performance of this Agreement for the period that
    such failure or delay is


 


	 	(a)	beyond
    the reasonable control of a party,


 


	 	(b)	materially
    affects the performance of any of its obligations under this Agreement, and


 


	 	(c)	could
    not reasonably have been foreseen or provided against, but will not be excused for failure or delay resulting from only general
    economic conditions or other general market effects.


 


This
Agreement has been signed by the parties in Israel.


 


	Y
    S Technologies Ltd.	 	INX
    Ltd.
	 	 	 	 	 
	Name:
    	Israel
    Weisman	 	Name:	James
    Crossley, Director
	 	 	 	 	 
	Date:
    	9/5/2018	 	Date
    	10/05/2018
	 	 	 	 	 
	Signature	/s/ Israel
    Weisman	 	Signature	/s/
    James Crossley





 






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Schedule
A 

Statement of Work


 


Software
Overview


The
INX platform provides an end to end solution for buying and selling fiat currencies and crypto currencies, short and long positions
and advanced derivatives.


 


It
includes:


1. Admin
client - Backend web application


2. External
services - 3rd party services to be used for providing some of the capabilities of the platform (email server service provider,
KYC supporting services, etc.)


3. Node
servers - servers that will support the transaction approval in the blockchain if necessary


4. End
users client - the exchange frontend application


 


Exchange


1. Signup
& Login


1.1 Sign
up should support email & phone verification processes


1.2 Support
Restore password process


2. KYC
via 3rd party integration


3. Payment
Type & Amount


3.1 The
user should define the payment method, amount and currency he wishes to use to deposit funds on the exchange


3.2
The following payment methods should be supported


Crypto
> BTC, ETH, LTC


Wire
transfer> USD, EUR, GBP, CHF


Credit
Card> USD, EUR, GBP, CHF


Alternative
Payment Methods (Domestic)


4.
Trading


4.1 
Spot buy/sell crypto/crypto, crypto/fiat


The
following order types should be supported:


Limit


Market


Stop


 


4.2 
Post trade handling


 


4.3 
Trading notifications


 


4.4 
Balance management


Balance
should be displayed in USD, and the user can at any moment view the breakdown of this USD balance by different currencies.


3rd
party integration for currency rates so that prices and balance can be displayed in different currencies


 


4.5 
The exchange should act as a clearinghouse for settlement of financial transactions on the platform: Order execution


Positions
liquidation


 


4.7 User
risk management


Analyze,
identify and manage potential risks:


Balance


Collaterals


Order
Confirmation


 


4.8 Trading
Fees Management - percentage of the trade, discounts in case of INX


 






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4.9
API’s


Enabling
connections to:


Bid
& Ask from other exchanges (limited to 2 exchanges) Traders


Exchange
members


 


4.10
Market Data


I
expect the platform to be able to display market related data and for it to be transparent in terms of performance. Market data
such as:


Order
books


Charts


Past
trades


24
hr look (high/low, etc.)


Volume
traded


 


5. 
Withdrawal of Crypto


User
should be able to withdraw from his different balances available to trade, which could be in multiple crypto currencies depending
on his past deposits and trading activity.


Support
Withdrawal fees


 


6. 
Withdrawal of Fiat via Wire Transfers & credit cards


 


7. 
User My Account space showing ongoing and historic transactions and trades


 


8. Admin


The
admin interface is the main tool for INX employees to manage the exchange.


It
should provide:


Users’
profiles Management (minimal scope)


Transactions
Management (minimal scope)


Compliance
approval/rejection of users KYC


 


8.1 
User Role & Permissions


Each
employee will be linked to a certain role


Each
role will have a certain set of permissions (which CRM sections, view/edit)


 


Delivery


Subject
to payment of the full Purchase Price (as defined in the Agreement) due at such time, Software shall be delivered to Company no
later than December 31, 2018. The Company shall have the right to divide the delivery of the Software as set forth above to 2
or more phases within the scheduled time table. The delivery date is dependent on a complete and final delivery by Company of
User Interface and graphical materials by May 30, 2018.


 


The
delivery of the Software to the Company shall be accompanied by an approval of penetration tests (PT) that were successfully conducted.
(Paid and provided by the Company)


 


Upon
delivery of the Software to the Company and installation of the Software on Company’ s servers, and for a period of one
(1) months thereafter (“Initial Period”), Developer shall further provide the Company’s employees and/or
sub-contractors, as shall be instructed by the Company, at no additional charge, with training regarding the implementation, use
and operation of the Software, and any additional information and knowledge related to the Software as may be requested by the
Company. All such training services shall be conducted by qualified personnel of Developer at the Company’s facilities in
Israel and at times mutually agreed to by the parties.


 






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The
Services and the Purchase Price shall be executed in accordance with the chart attached hereto and deemed as Schedule A.


 


It
is hereby agreed that the payments to be made by Company and the schedule thereof are specified in Columns H91 - H95 and such
schedule assumes that the Company raises the US$ 5 million or more specified in Section 3.3 above by May 30, 2018 and if such
amount is not raised by that time, all payments due (and milestone dates) will be postponed based on the date that such amount
was raised.


 


 


 






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	Budget
    - INX	 	 	 	 	 	 	 
	#	 	 	Module/View	 	Resource
    Type	 	Duration
    (weeks)	 	 	People	 	 	Price
    per Person	 	 	Total	 	 	Notes	 	 	MVP	 	 		 	 		 
	 	1	 	 	Users
    Management	 	backend	 	 	6	 	 	 	0.75	 	 	 	33,000	 	 	 	24,750	 	 	 	 	 	 	 	*	 	 	 	 	 	 	 	 	 
	 	2	 	 	 	 	frontend	 	 	6	 	 	 	1	 	 	 	33,000	 	 	 	33,000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	3	 	 	 	 	project
    management	 	 	4	 	 	 	0.5	 	 	 	33,000	 	 	 	16,500	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	4	 	 	KYC
    + 3rd party integration	 	backend	 	 	2	 	 	 	1	 	 	 	33,000	 	 	 	33,000	 	 	 	 	 	 	 	*	 	 	 	 	 	 	 	 	 
	 	5	 	 	 	 	frontend	 	 	3	 	 	 	1	 	 	 	33,000	 	 	 	33,000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	6	 	 	 	 	project
    management	 	 	2	 	 	 	0.5	 	 	 	33,000	 	 	 	16,500	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	7	 	 	User
    balance management (deposit, withdrawal	 	backend	 	 	8	 	 	 	2	 	 	 	33,000	 	 	 	66,000	 	 	 	 	 	 	 	*	 	 	 	 	 	 	 	 	 
	 	8	 	 	 	 	frontend	 	 	6	 	 	 	1	 	 	 	33,000	 	 	 	33,000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	9	 	 	 	 	project
    management	 	 	6	 	 	 	0.75	 	 	 	33,000	 	 	 	24,750	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	10	 	 	 	 	blockchain
    expert	 	 	4	 	 	 	1	 	 	 	33,000	 	 	 	33,000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	11	 	 	Trading
    - genera	 	backend	 	 	12	 	 	 	1	 	 	 	33,000	 	 	 	33,000	 	 	 	 	 	 	 	*	 	 	 	 	 	 	 	 	 
	 	12	 	 	 	 	frontend	 	 	12	 	 	 	2	 	 	 	33,000	 	 	 	66,000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	13	 	 	Trading
    - limit	 	backend	 	 	1	 	 	 	1	 	 	 	33,000	 	 	 	33,000	 	 	 	 	 	 	 	*	 	 	 	 	 	 	 	 	 
	 	14	 	 	 	 	frontend	 	 	3	 	 	 	1	 	 	 	33,000	 	 	 	33,000	 	 	 	 	 	 	 	?	 	 	 	 	 	 	 	 	 
	 	15	 	 	Trading
    - market	 	backend	 	 	2	 	 	 	1	 	 	 	33,000	 	 	 	33,000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	16	 	 	 	 	frontend	 	 	2	 	 	 	0.5	 	 	 	33,000	 	 	 	16,500	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	17	 	 	Trading
    - stope	 	backend	 	 	4	 	 	 	1	 	 	 	33,000	 	 	 	33,000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	18	 	 	 	 	frontend	 	 	2	 	 	 	1	 	 	 	33,000	 	 	 	33,000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	19	 	 	Trading
    - Fill or kill	 	backend	 	 	4	 	 	 	1	 	 	 	33,000	 	 	 	33,000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	20	 	 	 	 	frontend	 	 	4	 	 	 	1	 	 	 	33,000	 	 	 	33,000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	21	 	 	 	 	project
    management	 	 	4	 	 	 	0.5	 	 	 	33,000	 	 	 	16,500	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	22	 	 	Trading
    - All or nothing	 	backend	 	 	4	 	 	 	1	 	 	 	33,000	 	 	 	33,000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	23	 	 	 	 	frontend	 	 	4	 	 	 	1	 	 	 	33,000	 	 	 	33,000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	24	 	 	 	 	project
    management	 	 	4	 	 	 	0.5	 	 	 	33,000	 	 	 	16,500	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	25	 	 	Trading
    - One Cancel the Other	 	backend	 	 	4	 	 	 	1	 	 	 	33,000	 	 	 	33,000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	26	 	 	 	 	frontend	 	 	4	 	 	 	1	 	 	 	33,000	 	 	 	33,000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	27	 	 	 	 	project
    management	 	 	4	 	 	 	0.5	 	 	 	33,000	 	 	 	16,500	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	28	 	 	Trading
    - Dark pool order	 	backend	 	 	4	 	 	 	1	 	 	 	33,000	 	 	 	33,000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	29	 	 	 	 	frontend	 	 	4	 	 	 	1	 	 	 	33,000	 	 	 	33,000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	30	 	 	 	 	project
    management	 	 	4	 	 	 	0.5	 	 	 	33,000	 	 	 	16,500	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	31	 	 	Long/Short	 	backend	 	 	8	 	 	 	2	 	 	 	33,000	 	 	 	66,000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	32	 	 	 	 	frontend	 	 	8	 	 	 	2	 	 	 	33,000	 	 	 	66,000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	33	 	 	 	 	project
    management	 	 	8	 	 	 	0.5	 	 	 	33,000	 	 	 	16,500	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	34	 	 	 	 	blockchain
    expert	 	 	4	 	 	 	1	 	 	 	33,000	 	 	 	33,000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	35	 	 	Notification
    & Messaging	 	backend	 	 	4	 	 	 	1	 	 	 	33,000	 	 	 	33,000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	36	 	 	 	 	frontend	 	 	2	 	 	 	1	 	 	 	33,000	 	 	 	33,000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	37	 	 	 	 	project
    management	 	 	4	 	 	 	0.3	 	 	 	33,000	 	 	 	9,900	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	38	 	 	Clearing	 	backend	 	 	4	 	 	 	1	 	 	 	33,000	 	 	 	33,000	 	 	 	 	 	 	 	*	 	 	 	 	 	 	 	 	 
	 	39	 	 	 	 	frontend	 	 	4	 	 	 	1	 	 	 	33,000	 	 	 	33,000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	40	 	 	 	 	project
    management	 	 	4	 	 	 	0.3	 	 	 	33,000	 	 	 	9,900	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	41	 	 	Risk
    management	 	backend	 	 	8	 	 	 	0.5	 	 	 	33,000	 	 	 	16,500	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	42	 	 	 	 	frontend	 	 	8	 	 	 	0.5	 	 	 	33,000	 	 	 	16,500	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	43	 	 	 	 	project
    management	 	 	8	 	 	 	0.3	 	 	 	33,000	 	 	 	9,900	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	44	 	 	Fees	 	backend	 	 	2	 	 	 	1	 	 	 	33,000	 	 	 	33,000	 	 	 	 	 	 	 	*	 	 	 	 	 	 	 	 	 
	 	45	 	 	 	 	frontend	 	 	2	 	 	 	1	 	 	 	33,000	 	 	 	33,000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	46	 	 	 	 	project
    management	 	 	2	 	 	 	0.5	 	 	 	33,000	 	 	 	16,500	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	47	 	 	 	 	blockchain
    expert	 	 	2	 	 	 	0.5	 	 	 	33,000	 	 	 	16,500	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	48	 	 	API	 	backend	 	 	2	 	 	 	2	 	 	 	33,000	 	 	 	66,000	 	 	 	 	 	 	 	*	 	 	 	 	 	 	 	 	 
	 	49	 	 	 	 	frontend	 	 	2	 	 	 	1	 	 	 	33,000	 	 	 	33,000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	50	 	 	 	 	project
    management	 	 	2	 	 	 	0.75	 	 	 	33,000	 	 	 	24,750	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	51	 	 	Admin	 	backend	 	 	4	 	 	 	1	 	 	 	33,000	 	 	 	33,000	 	 	 	 	 	 	 	*	 	 	 	 	 	 	 	 	 
	 	52	 	 	 	 	frontend	 	 	4	 	 	 	1	 	 	 	33,000	 	 	 	33,000	 	 	 	3	 	 	 	3	 	 	 	9	 	 	 	297000	 
	 	53	 	 	 	 	project
    management	 	 	4	 	 	 	0.5	 	 	 	33,000	 	 	 	16,500	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	54	 	 	Tracking
    & analysis	 	backend	 	 	1	 	 	 	1	 	 	 	33,000	 	 	 	33,000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	55	 	 	 	 	frontend	 	 	2	 	 	 	1	 	 	 	33,000	 	 	 	33,000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	56	 	 	 	 	project
    management	 	 	2	 	 	 	0.5	 	 	 	33,000	 	 	 	16,500	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	57	 	 	 	 	blockchain
    expert	 	 	1	 	 	 	1	 	 	 	33,000	 	 	 	33,000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	58	 	 	Configuration	 	backend	 	 	2	 	 	 	1	 	 	 	33,000	 	 	 	33,000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	59	 	 	 	 	frontend	 	 	2	 	 	 	1	 	 	 	33,000	 	 	 	33,000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	60	 	 	 	 	project
    management	 	 	2	 	 	 	0.5	 	 	 	33,000	 	 	 	16,500	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	61	 	 	 	 	blockchain
    expert	 	 	2	 	 	 	0.5	 	 	 	33,000	 	 	 	16,500	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	62	 	 	Mobile
    App	 	backend	 	 	4	 	 	 	1	 	 	 	33,000	 	 	 	33,000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	63	 	 	 	 	frontend	 	 	12	 	 	 	2	 	 	 	33,000	 	 	 	66,000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	64	 	 	 	 	project
    management	 	 	12	 	 	 	0.5	 	 	 	33,000	 	 	 	16,500	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Total	 	 	 	 	 	 	 	275	 	 	 	 	 	 	 	Total	 	 	 	1,935,450	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	69	 	 	 	 	 	 	 	 	 	 	 	537,625	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Discount	 	 	 	37,625	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Total after Discount	 	 	$	500,000	 	 	₪	 1,800,000	 	 			 	 	 	 	 	 	 	 	 


  


	MS	 	Definitions	 	Costs	 	 	Due	 	 	Notes	 	 	 	 	 	 	 	 	 
	1	 	Complete
    the trading engine	 	 	580,635	 	 	 	Jun-18	 	 	 	 	 	250000	 	 	 	83333.33333	 	 	 	27777.77778	 
	2	 	Complete SPOT ready
    exchange	 	 	774,180	 	 	 	Sep-18	 	 	*given UI
    design is ready by april 2018	 	 	 		 
	3	 	Complete Shorts ready
    exchange	 	 	580,635	 	 	 	Dec-18	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	1,935,450	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
		 		 	 	30	%	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	*	 	Important - 7 years..2
    the most important - limited liability	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payments
    Schedule	 	March 2018*	 	 	277,000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	May-18	 	 	400,000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Jul-18	 	 	280,750	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Sep-18	 	 	280,750	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Nov-18	 	 	280,750	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Dec-18	 	 	280,750	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Total	 	 	1,800,000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





  


	*
    	According
    to agreed terms


 






    	 	12	 



     


    

 


Schedule
Al


Warrant
Form- Options Terms


 


[Attached]


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 



    	 	13	 



     


    

 


Schedule
B


Service
Level Agreement (SLA)


  


Fixing
a problem that does not allow to use the Software entirely (“Material Non Performing Problem”)


-
immediately.


 


Fixing
a major problem which is not a Material Non Performing Problem (“Major Problem”) - within 24 hours.


 


Fixing
a routine problem that is not a Material Non Performing Problem or a Major Problem - 48 hours.


 


Routinely
telephone and electronic support shall be provided between 09:00 - 17:00 every business day. Telephone and electronic support
in connection with Major Problems shall be provided 24/7.


  






    	 	14