Exhibit 10.10


 


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:



 


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



 


		n	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



 


		n	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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