Exhibit
10.19


  





	 	
         

        INX Limited

        57/63 Line Wall Road

        GX11 1AA, Gibraltar








  
   





 



  


	 	July 10, 2018
	 	 
	To:	 
	Nicholas
    Thadaney	-Via Email-






 


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


 


Dear Nick,


 


We
are pleased to invite 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:


 


		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 regulated 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, business partners,
                                         and investors, 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 development of fund raising activities to support 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 less 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;



  




    	 	1	 



     


    




  


 


 


		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



 


		●	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.



  






    	 	2	 



     


    

  


 


 


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, it being acknowledged that you are also subject to the laws of Canada being
                                         a citizen of that country.



 


		11.	This
                                         Letter shall be in effect as of 7/11/2018 9:36:47 AM PDT and may be terminated by either
                                         the Company or yourself at any time and for any reason, upon written notice with immediate
                                         effectiveness.



 





	 	Sincerely
    yours,
	 	 
	 	INX Ltd.



 


Agreed
and Accepted:


 





	/s/
    Nicholas Thadaney	 
	Nicholas
    Thadaney	 





  






    	 	3