Exhibit
10.6


 


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SECOND
AMENDED AND RESTATED ENGAGEMENT AGREEMENT


 


This
Second Amended and Restated Engagement Agreement (the “Agreement”) is entered into on December 28, 2017 and shall
be in effect as of September 26, 2017 (the “Effective Date”) by and between A-Labs Finance and Advisory Ltd. (“A-Labs”)
and INX Limited, a limited liability company to be incorporated under the laws of Gibraltar (“Company’’ or “Client”),
each hereinafter referred to as a Party and jointly the Parties,


 


Whereas,




 


A-Labs
is a founder of the Company and holds Ordinary Shares of the Company constituting 20% (twenty percent) of its share capital on
a fully diluted basis as of the Effective Date, subject to further dilutions;


 


Whereas,




 


The
Parties entered into an Engagement Agreement dated as of the Effective Date, as amended on December 14, 2017, and replaced by
the Amended and Restated Engagement Agreement which was signed on December 27, 2017 (the “Previous Version”);


 


Whereas,




 


The
Parties wish to amend the Previous Version and replace it in its entirety with this Agreement, such that this Agreement shall,
commencing as of the Effective Date, replace any previous agreement, whether oral or written, between the Parties in connection
with the subject matter;


 


Whereas,




 


The
Company wishes to retain A-Labs for the purpose of provision of planning, management and execution services (“Services”)
in relation to an Initial Coin Offering (“ICO”) of a unique blockchain based crypto currency (“Token”)
on behalf of the Company (the “Project”);


 


and
Whereas,


 


A-Labs
stipulates that it is ready, willing and able to undertake the Project and has the technical capabilities necessary for the execution
of the Project in full,


 


Therefore,
the Parties have agreed as follows:


 


		1.	ICO
                                         definitions





 


		1.1.	ICO
                                         Pre-Order Period



 


		1.1.1.	The
                                         period commencing at the ICO Pre-Order Start Date publicly announced by Company (‘‘Pre-Order
                                         Period’’). During the ICO Pre-Order Period, Token buyers can pre-order Tokens
                                         on favorable terms as will be determined by the Company at its sole discretion.



 



     


     


    

  


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		1.1.2.	The
                                         Pre-Order Period ends on the earliest of:







 


		1.1.2.1.	The
                                         time period as predetermined in writing by the Company;



 


		1.1.2.2.	Purchase
                                         reached the Company’s pre-determined cap as evidenced in writing;



 


		1.1.2.3.	The
                                         Company’s written announcement of ICO Cancellation;



 


		1.1.2.4.	The
                                         Company’s written announcement of ICO Completion.



 


		1.2.	ICO
                                         Period



 


		1.2.1.	The
                                         period following the ICO Pre-Order Period, in which Token buyers can order Tokens at
                                         the fixed ICO price as determined by the Company (“ICO Period”)



 


		1.2.2.	The
                                         ICO period ends on the earliest of:



 


		1.2.2.1.	The
                                         time period as predetermined in writing by the Company;





 


		1.2.2.2.	Purchase
                                         reached the Company’s pre-determined cap as evidenced in writing;
	 	 	 
	 	1.2.2.3.	 



  


		1.2.2.4.	The
                                         Company’s written announcement of ICO Cancellation:



 


		1.2.2.5.	The
                                         Company’s written announcement of ICO Completion.



 


		1.3.	ICO
                                         Approval



 


		1.3.1.	An
                                         ICO shall be deemed approved if the Client has approved to A-Labs in writing the release
                                         of the Tokens to their buyers and acceptance of the Token payments (“ICO Approval”).



 


		1.4.	ICO
                                         Cancellation



 


		1.4.1.	The
                                         Company has the right to cancel the ICO in writing before ICO Approval and by the end
                                         of the ICO Period.



 


		1.4.2.	If
                                         Company does not provide ICO Approval by the end of the ICO Period, the ICO will be deemed
                                         as failed (“ICO Cancellation”). Upon ICO Cancellation, Token sales will be
                                         halted and payments already processed will be refunded. The Company shall bear all expenses
                                         and costs associated with such cancellation, such that A-Labs shall not suffer any loss
                                         as result of such ICO Cancellation except in the event that the ICO Cancellation resulted
                                         from negligence, willful misconduct or breach of any obligation or representation hereunder
                                         or under any applicable law by A-Labs.



 


		1.5.	Post
                                         ICO



 


The
period following the ICO Approval, during which the Tokens are freely traded online.


 


		2.	Services



 


		2.1.	A-Labs
                                         undertakes to provide the deliverables and services to the Client as per the below terms
                                         and conditions stipulated herein.



 


		2.1.1.	ICO
                                         (Initial Coin Offering)



 


		2.1.1.1.	A-Labs
                                         undertakes to create, for and on behalf of the Company, a virtual crypto coin based on
                                         the Blockchain ERC20 Etherium token standard as per Company’s written instructions
                                         (the “Token”).



 




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		2.1.1.2.	Company
                                         will provide A-Labs with written instructions regarding the amount of Tokens to be initially
                                         issued, their initial value, the exchange rules and the Smart Contract properties. Such
                                         instructions may be amended in writing at Company’s sole discretion.



 


		2.1.1.3.	Tokens
                                         will become available in Company’s Master Wallet post creation and will be deemed
                                         exclusively owned by the Company (Token “Owner”).



 


		2.1.1.4.	Company
                                         will be the sole and exclusive owner of the Token Smart Contract.



 


		2.1.1.5.	Created
                                         Tokens will be offered for online crowd purchase in an initial coin offering, to be effected
                                         on a date mutually agreed upon between the Parties (the ‘‘ICO Start Date”).



 


		2.1.2.	ICO
                                         Management



 


		2.1.2.1.	A-Labs
                                         undertakes to assist the Company with the management of the ICO Process and provide the
                                         Client with an end-to-end turnkey ICO execution as per the terms and conditions of this
                                         Agreement (the “ICO Process”).



 


		2.1.3.	ICO
                                         Branding



 


		2.1.3.1.	A-Labs
                                         undertakes the creation of the ICO and Token brands, story and style guide (“Brands”).



 


		2.1.3.2.	The
                                         Brands will be presented for Client’s formal approval in writing.



 


		2.1.3.3.	A-Labs
                                         undertakes to execute on the Brand design and its implementation in electronic and printed
                                         marketing materials.



 


		2.1.3.4.	The
                                         Client will be the sole and exclusive owner of the Brands and Brand materials and such
                                         shall be deemed Confidential Information of the Client.



 


		2.1.3.5.	A-Labs
                                         undertakes to provide all created Brand materials and associated source files to the
                                         Client no later than 7 calendar days Post ICO.



 


		2.1.4.	ICO
                                         Marketing



 


		2.1.4.1.	A-Labs
                                         undertakes to plan, manage and execute, outside the US and with respect to non US persons
                                         only, the ICO marketing plan to promote the ICO in accordance with applicable law as
                                         set forth in Section 6 below, in coordination with the Client.



 


		2.1.4.2.	A-Labs
                                         will design and provide, outside the US and with respect to non US persons only:



 


		2.1.4.2.1.	An
                                         ICO Web/ Mobile Portal - design and implementation.



 


		2.1.4.2.2.	Online
                                         promotion materials including ad banners, streaming videos, promotion copy and micro
                                         copy;



 


		2.1.4.2.3.	Affiliate
                                         program and incentives plan;



 


		2.1.4.2.4.	Promotional
                                         materials including giveaways, merchandising (T-Shirts etc.), electronic and print brochures
                                         (where applicable)



 


		2.1.4.2.5.	Global
                                         PR, including News-Wire releases, KOLs scripts & videos, direct leads scripts for
                                         call centers etc.



   






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		2.1.4.2.6.	Online
                                         promotion in the crypto-currency communities including exchange sites, informational
                                         sites, blogs, influencer blogs etc.



 


		2.1.4.2.7.	All
                                         marketing plans and materials will be presented for Client’s formal approval.



 


		2.1.4.2.8.	The
                                         Client will be the sole and exclusive owner of all such works and products of the services
                                         and such shall be deemed Confidential Information of the Company



 


		2.1.5.	ICO
                                         Whitepaper



 


A-Labs
will advise the Company in writing an ICO Whitepaper. The content for the construct of such Whitepaper shall be provided by the
Company as requested by A-Labs on a timely manner. A-Labs undertakes the execution of the final form and design of the Whitepaper
according to the ICO global standards. The Client will be the sole and exclusive owner of the Whitepaper and all related materials
which shall be deemed Confidential Information of the Company


 





		2.1.6.	ICO
                                         Investors



 



		2.1.6.1.1	A-Labs
                                         will utilize, on a best effort basis, outside the US and with respect to non US persons
                                         only, its global contacts with the investment community and will employ best efforts
                                         to engage high quality institutional and accredited investors to participate in the ICO
                                         (“ Investors”).



  


		2.1.6.1.2.	A-Labs
                                         will, outside the US and with respect to non US persons only, approach Investors with
                                         the ICO offering during the Pre-Order Period and during the ICO Day.





 


		2.1.6.1.3.	To
                                         remove any doubt, while A-Labs will do all it can to leverage its global investment community
                                         relationships to promote investments for the ICO, A-Labs does not undertake to actually
                                         secure such Investors and cannot be held responsible for lack of demand for the Token
                                         despite all efforts made in regard.





 


		2.1.6.1.4.	All
                                         Investors shall be required to pass professional and reliable procedures of Know Your
                                         Client (“KYC”) and Anti Money Laundering (“AML” ). Client shall
                                         be entitled, at its sole discretion, to reject an investor(s) arid A-Labs shall have
                                         no claim or right with respect to such reject.



  


		2.1.7.	Collection
                                         & Payments



 


		2.1.7.1.	Following
                                         and subject to the approval of the applicable authorities (as shall be determined by
                                         the Company) and provided that such actions shall be made outside the US and with respect
                                         to non US persons only):



 


		2.1.7.1.1.	A-Labs
                                         will provide the Company with end-to-end payments collection setup which shall be PCI
                                         DSS compliant and in compliance with any applicable laws, regulations and standards as
                                         globally required.



 


		2.1.7.1.2.	Payments
                                         for Tokens will be collected via Credit Card, Wire Transfer, Bitcoin (BTC) and Ether
                                         (ETH). The Parties shall cooperate in setting up the required payments infrastructure
                                         to enable the collection of such payments.



 


		2.1.7.1.3.	A-Labs
                                         will provide payment customer journey design for payments flow under Client’s white
                                         label brand.



 


		2.1.7.1.4.	A-Labs
                                         shall be responsible for all KYC and AML compliance in respect of the ICO and shall provide
                                         such services in compliance with the instructions of the legal and regulatory advisors
                                         of the Company.









 







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		2.1.7.2.	A-Labs
                                         represents, warrants and undertakes to forward all ICO funds until such funds are sent
                                         to the Client and will send all such funds within 5 Business Days upon request.



 


		2.1.8.	Token
                                         Wallets



 


A-Labs
will provide the Company with a Branded Web Wallet application and mobile Wallet App for download by Token buyers from Company’s
ICO Portal.


 


		2.1.9.	Book
                                         Running and Dashboards



 


Following
and subject to the approval of the applicable authorities (as shall be determined by the Company), A-Labs will, outside the US
and to non US persons only, operate as a bookrunner, collecting all pre-orders and orders to the Token and managing the ICO Process.
A-Labs will provide the Client with status reports and online dashboards to follow the ICO process.


 


		2.1.10.	Affiliate
                                         Program management



 


Following
and subject to the approval of the applicable authorities (as shall be determined by the Company), A-Labs will provide the client
with Affiliate Program execution and management tools including unique codes and landing pages and a separate reporting and real-time
order status dashboard for each affiliate (outside the US and with respect to non US persons only).


 


		2.1.11.	Security



 


		2.1.11.1.	A-Labs
                                         undertakes to employ best efforts to provide the best security possible around the ICO
                                         Process.



 


		2.1.11.2.	A-Labs
                                         will employ high standard Pen Tests and cyber protection processes around the Master
                                         Wallet and payment processes to minimize to the minimal extent the possibility of malicious
                                         hacks and cyber attacks on the ICO process.



 


		2.1.12.	ICO
                                         Process Management



 


		2.1.12.1.	A-Labs
                                         will assist the Client with the management of the ICO Project per Client’s written
                                         approvals for each stage the Project (outside the US and with respect to non US persons
                                         only).



 


		2.1.12.2.	A
                                         dedicated A-Labs Project Manager will be assigned to the Client and serve as a single
                                         point of contact to the entire A-Labs team.



 


		2.1.12.3.	Client
                                         undertakes to appoint a Project Manager dedicated for the ICO Project to work in conjunction
                                         with A-Labs. The Company Project Manager will have direct access to all C-Level decision
                                         makers in the Company and authority to sign off stages and approvals for A-Labs.



 


		2.1.13.	With
                                         respect to operations in the US or in connection with US persons, A-Labs shall provide
                                         the Company (and not to any US person or to any other party in the US) advisory
                                         services only.



 


		3.	Timing



 


		3.1.	Subject
                                         to the approval of the applicable authorities (as shall be determined by the Company),
                                         A Labs undertakes to enable the ICO by February 28, 2018.



 


		3.2.	It
                                         is agreed between the Parties that A-Labs will employ best efforts to finalize the ICO
                                         within 150 days.



 






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		4.	Service
                                         Fees



 


		4.1.	ICO
                                         Costs Coverage and Remuneration



 


		4.1.1.	Client
                                         undertakes to transfer USD 500,000 to A-Labs as a non-refundable, one-time and final
                                         payment upon signing of the Agreement (the “One Time Payment”). The One Time
                                         Payment includes, without limitation, all inclusive charge of all ICO related expenses
                                         and services, the costs of any and all legal and regulatory expenses (including, inter
                                         alia, with respect to comprehensive legal opinions rendered by highly reputable law
                                         firms specializing in the field of Client’s business approved in advance and in
                                         writing by the Client and its sole discretion, hereinafter: the “Opinions”)
                                         required in connection with the ICO and any other activity contemplated herein in any
                                         applicable territory (“ICO Costs”). Provided however that the parties may
                                         elect that the Client obtain the Opinions independently and in such event the costs of
                                         the Opinions (including any related expenses) shall be deducted from the amount of the
                                         One Time Payment.



 


		4.1.2.	A-Labs
                                         undertakes to cover the remainder of ICO Costs during the ICO Process (“A Labs
                                         Participation”).



 


		4.1.3.	Upon
                                         a Successful ICO, the ICO Costs will be deducted from the Success Fees (as defined below).



 


		4.1.3.1.	A-Labs
                                         undertakes to employ best efforts and active participation in the Company’s operations
                                         post-ICO with the purpose of promoting the execution of Company’s business plan
                                         and token liquidity and trading.



 


		4.1.3.2.	Parties
                                         agree that A-Labs will have I (one) board seat at the Board of Directors of the Company
                                         as set forth and under the terms of the Founders Agreement of the Company.



 


		4.1.3.3.	Parties
                                         agree that all Company shares will be equally diluted for any further investments other
                                         than dilution due to the following transactions: (i) investment in the Company by Triple-V
                                         (1999) Ltd. dated September 27, 2017 in the amount of US$ 550,000; and (ii) a certain
                                         loan with an option to convert to loan amount into shares of the Company dated September
                                         1, 2017.



 


		4.1.4.	Upon
                                         the consummation of the contemplated initial public offering of Tokens in which the Company
                                         shall raise from third parties not less than US$ 10,000,000 in consideration for its
                                         Tokens (a “Successful ICO’’), the Company shall pay A-Labs a one-time
                                         cash payment in the amount of US$ 500,000.



 


		4.1.5.	In
                                         addition, A-Labs shall be granted with, effective as of the Effective Date, 4,550,000
                                         Tokens, in consideration for US$ 0.01 per Token. Such tokens shall be subject a repurchase
                                         option by the Company which shall be entitled to purchase such tokens back in consideration
                                         for their par value (the “Option”). The Option shall lapse immediately after
                                         and subject to the consummation of a Successful ICO on or prior to September 26, 2018.





 


		4.1.6.	A-Labs
                                         shall bear and shall be solely responsible for any tax and/or governmental payment due
                                         in connection with its consideration hereunder or any part thereof.



 


		4.1.7.	Notwithstanding
                                         the foregoing, if applicable, Client may withhold or make payment of all due amounts,
                                         from any consideration due by it to A-Labs, which is required from time to time to be
                                         deducted at source under any applicable tax law or regulation, provided however that
                                         it promptly informs A-Labs with respect to the tax withholding/payment from payments
                                         due to A-Labs hereunder unless A-Labs provides the Client approval or certification from
                                         the applicable tax authorities instructing A-Labs (i) not to withhold such taxes, or
                                         (ii) setting forth the withholding rate applicable to
                                         A-Labs.
                                         Such amounts shall be deemed to have been paid to A-Labs on their due dates, subject
                                         to receipt of sufficient evidence of their withholding/payment.





  



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		4.2.	Other
                                         Fees & Expenses



 


		4.2.1.	A-Labs
                                         shall solely bear any expenses above the initially estimated ICO Costs for any and all
                                         reasonable ICO related expenses required for the consummation of the Successful ICO (“Additional
                                         Expenses”).



 


		5.	Client
                                         Undertakings, Representations and Warranties



 


		5.1.	Client
                                         undertakes to provide A-Labs with all materials and information reasonably necessary
                                         for the purposes of a Successful ICO on a timely manner.



 


		5.2.	Client
                                         undertakes to provide A-Labs with full disclosure under NOA of any and all corporate
                                         negative and adverse issues including but not limited to litigation, lawsuits and disputes,
                                         criminal records or proceedings of key corporate individuals etc. A-Labs undertakes that
                                         it will keep all such information under strict confidence and will use it only for the
                                         purpose of a Successful ICO and only under the expressed Client permission given in advance
                                         in writing to A-Labs.



 


		5.3.	Client
                                         undertakes to fully and strictly comply with all legal and regulatory requirements applicable
                                         to the business operations conducted under this Agreement and/or in connection with the
                                         ICO as Client shall be advised by its legal and regulatory advisors.





 


		5.4.	Subject
                                         to the provisions of the applicable law, the Client shall assist A-Labs and provide information
                                         and documentation as may be required by any governmental authority or financial institution
                                         in connection with the activities of the parties hereunder.



 


		6.	A-Labs
                                         Responsibilities





 


A-Labs
undertakes, represents and warrants to/that:


 


		6.1.	perform
                                         the Services with the highest level of care, skill and diligence in accordance with best
                                         practice in A-Labs industry, profess ion or trade;



 


		6.2.	ensure
                                         that the deliverables in respect of the Services; and all goods, materials, standards
                                         and techniques used in providing the Services are of the best qualify and are free from
                                         defects in workmanship, installation and design;



 


		6.3.	co-operate
                                         with the Client in all matters relating to the Services, and comply with the Client’s
                                         instructions;



 


		6.4.	not
                                         do or omit to do anything which may cause the Client to lose any licence, authority,
                                         consent or permission on which it relies for the purposes of conducting its business;



 


		6.5.	notify
                                         the Client in writing immediately upon the occurrence of a change of control in A-Labs;



 


		6.6.	obtain
                                         all regulatory and legal permits, opinions and clearances (including the Opinions) for
                                         the provision of the Services;



 


		6.7.	fully
                                         and strictly comply with all legal and regulatory requirements applicable to the business
                                         operations conducted under this Agreement and/or in connection with the ICO or the Services;



 


		6.8.	It
                                         shall not make any representations to any person on behalf of the Company or otherwise
                                         represent himself as an agent of the Company unless it requested do so in writing by
                                         the Company;



 


		6.9.	The
                                         execution and delivery of this Agreement and the fulfillment of the terms hereof will
                                         not constitute a default under or breach of any lawful provision, agreement and/or undertaking
                                         and/or other instrument to which A-Labs is a party or by which it is bound;





 


		6.10.	During
                                         the term of this Agreement and for a period of 12 months thereafter, A-Labs will not
                                         engage in any business or activity which may be of conflict of interest with its duties
                                         and obligations under this Agreement or in conflict with the business of the Company.
                                         A-Labs will promptly notify the Company in writing of any matter that may cause such
                                         conflict of interest.



  









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		6.11.	It
                                         is not and shall not be, directly or indirectly, by itself, by a related party or by
                                         any person acting on its behalf, perform, assist, promote, or otherwise be involved in
                                         any activity related to solicitation or advertising to, or in, the US market, or in direct
                                         sale efforts or distribution or handling of Tokens in the US or to US persons, nor is
                                         entitled to any sales royalties, commission or other consideration in connection with
                                         the contemplated ICO other than the fixed fees set forth in Section 4 above.



 


		6.12.	It
                                         is not affiliated or constitute an office holder in the Company.



 


		7.	Liabilities
                                         & Disclaimers



 


		7.1.	Client
                                         recognizes that the ICO market is new and relatively unstructured in terms of regulation
                                         and compliances.



 


		7.2.	Client
                                         realizes that the ICO Process in general and any and all proceeds from the ICO in particular
                                         may be subject to imminent regulatory laws and government taxes. By signing this agreement
                                         Client is acknowledging that A-Labs cannot be held responsible for any adverse consequences
                                         due to unforeseen regulations and laws that will be inflicted upon the Client.



 


		7.3.	A-Labs
                                         is not responsible and cannot be held accountable for any movements or fluctuations in
                                         the Token’s price/ rate post the ICO Day.



 


		7.4.	A-Labs
                                         will employ best efforts to deliver a Successful ICO, however, A-Labs cannot guarantee
                                         the success of an ICO as it is subject to numerous parameters and influencing factors
                                         that are beyond the scope and control of A-Labs.



 


		8.	Term
                                         and Termination



 


		8.1.	This
                                         Agreement shall be in effect commencing upon its execution by the parties and it shall
                                         remain in full force and effect until the earlier of: (i) the Closing of the ICO and
                                         the payment to A Labs of all Success Fees payable hereunder; or (ii) the termination
                                         of the Agreement pursuant to the provisions of this Section.





 


		8.2.	In
                                         event that the Client provides a notice of ICO Failure (on the ICO Day), the Agreement
                                         shall be automatically terminated and shall have no further effect.



 


		8.3.	In
                                         the event that the ICO or any other activity contemplated under this Agreement shall
                                         be banned or otherwise declared illegal by any applicable law or regulation, then A-Labs
                                         shall immediately cease any activity hereunder and this Agreement shall be automatically
                                         terminated and shall have no further effect.



 


		8.4.	Each
                                         party can terminate the Agreement at any time and without any liability to the other
                                         party, by providing the other party a 30 days prior written notice with a refund of the
                                         Initial Fees.



 


		8.5.	The
                                         provisions of the Ownership of Developments and Confidentiality Sections shall survive
                                         the termination or expiration of this Agreement.



 


		9.	Relationship
                                         of Parties



 


The
relationship of the Parties established by this Agreement is and shall be that of independent contractors, and nothing contained
herein, shall be construed to: (i) give either Party any right or authority to create or assume any obligation of any kind on
behalf of the other; or (ii) constitute the Parties as partners,joint ventures, co-owners or otherwise as participants in a joint
or common undertaking.


 


		10.	Governing
                                         law & dispute resolution.



 


This
Agreement shall be governed and construed in accordance with the laws of Gibraltar, without regard to conflicts of laws provisions
thereof. Any dispute arising out ot: or relating to this Agreement, its interpretation or performance hereunder, shall be finally
settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance
with the said Rules. Such arbitration process shall take place in London, England, and be held in English unless otherwise agreed
in writing by both Parties.






 



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		11.	Confidentiality



 


		11.1.	Confidential
                                         Information. As used herein, “Confidential Information” shall include all
                                         information given to one Party (the “Receiving Party”) by the other Party
                                         (the “Disclosing Party”), or otherwise acquired by the Receiving Party, in
                                         connection with this Agreement, and all information derived or generated therefrom, including
                                         (i) information regarding any of the business of the Disclosing Party, (ii) this Agreement,
                                         the Services and any other information in connection therewith.



 


		11.2.	Exclusions.
                                         Notwithstanding the foregoing, “Confidential Information” does not include
                                         the following information: (i) information that is or was independently developed by
                                         the Receiving Party without use of or reference to any Confidential Information as evidenced
                                         in writing, (ii) information that is or was received from a third party that did not
                                         have any confidentiality or other similar obligation or restriction on use to the Disclosing
                                         Party with respect to such information; or (iii) information that becomes or was a part
                                         of the public domain through no breach of this Section by the Receiving Party. Confidential
                                         Information shall not be deemed to be in the public domain merely because any part of
                                         the Confidential Information is embodied in general disclosure or because individual
                                         features, components or combinations thereof are now or become known to the public.



 


		11.3.	Confidentiality
                                         Obligations. The Receiving Party shall not, except as otherwise provided below (i) use
                                         or reproduce the Confidential Information for any purpose other than as required to perform
                                         obligations or exercise rights granted in connection with this Agreement or (ii) disclose
                                         the Confidential Information to any third party, without the prior written approval of
                                         the Disclosing Party. Notwithstanding the foregoing, the Receiving Party may disclose
                                         Confidential Information to the extent such information is required to be disclosed by
                                         law, including a subpoena, or to respond to a regulatory request; provided, however,
                                         that the Receiving Party promptly notifies the Disclosing Party in writing of such intention
                                         prior to any disclosure to allow the Disclosing Party to seek a protective order or similar
                                         relief in the Disclosing Party’s sole and absolute discretion.



 


		11.4.	Treatment
                                         of Confidential Information. The Receiving Party shall (i) use at least the same degree
                                         of care that the Receiving Party uses to protect its own proprietary information of a
                                         similar nature and value, but no less than reasonable care, to protect and maintain the
                                         Confidential Information, (ii) restrict disclosure of the Confidential Information to
                                         its employees, consultants, agents and representatives who have a need to know such information
                                         and shall advise such persons of the confidentiality of such information and be responsible
                                         for any actions of such parties that would be in breach of this Agreement if done by
                                         Recipient and (iii) return or destroy, as requested by the Disclosing Party, all Confidential
                                         Information upon the Disclosing Party’s request.



 


		11.5.	Upon
                                         termination of this Agreement, or otherwise upon the request of Disclosing Party, Receiving
                                         Party will return (or at Disclosing Party’s option, destroy) all of Disclosing
                                         Party’s Confidential Information in the possession or control of the Receiving
                                         Party.



 


		11.6.	Injunctive
                                         Relief Each of the Parties hereto stipulates and agrees that a breach of any of the provisions
                                         of this Section 11 could have a material and adverse effect upon the other Party, damages
                                         arising from such breach may be difficult to ascertain and, without limiting any other
                                         right or remedy, equitable relief, including injunctions and specific performance, shall
                                         be available without bond or other requirement.



 






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-Execution
Copy-


		12.	Miscellaneous



 


		12.1.	Ownership
                                         of Developments



 


		12.1.1.	To
                                         remove any doubt it is hereby clarified that the Company shall be the sole and exclusive
                                         owner of all intellectual property created by A-Labs as part of or otherwise in connection
                                         with the Services or this Agreement, including all developments, systems and components
                                         created and/or used by it as part of or during the provision of the Services hereunder
                                         (“Creations”).
	 	 	 
		12.1.2.	Notwithstanding
                                         the provisions of this Agreement, A-Labs are well experienced in providing services of
                                         the kind of the Services to be provided under the Agreement, and it is clarified and
                                         agreed that they shall have and retain all right, title and interest in and to any and
                                         all of their experience, knowledge, skills, professional methodologies, know-how and
                                         (i) all existing intellectual property rights, inventions, data, works, discoveries,
                                         designs , technology and improvements owned, obtained and/or developed by them prior
                                         to the effective date of this Agreement; and (ii) intellectual property rights, inventions,
                                         data, works, discoveries , designs , technology and improvements created by them during
                                         the performance of the Services hereunder and which are general capabilities not related
                                         to the Services, including any general capabilities, experience, knowledge and skills
                                         acquired by their employees and/or consultants during the course of performing the Services.
	 	 	 
		12.1.3.	Subject
                                         to the provisions of this Agreement, A-Labs shall have no limitations to offer and provide
                                         to third parties services similar to the Services provided hereunder..
	 	 	 
		12.1.4.	Headings.
                                         The headings used herein have been inserted for convenience only and shall not affect
                                         the interpretation of this Agreement



 


		12.2.	Entire
                                         Agreement



 


		12.2.1.	This
                                         Agreement, (i) supersedes all previous understandings , agreements arid representations
                                         between the Parties, written or oral; and (ii) constitutes the entire agreement and understanding
                                         between the Parties with respect to the subject matter thereof and, except as provided
                                         for herein, neither Party makes any covenant or other commitment concerning its future
                                         action nor does either Party make any promises, representations, conditions, provisions
                                         or terms related thereto.



 


		12.3.	Amendment
                                         and Modification



 


		12.3.1.	No
                                         modification, change or amendment to this Agreement shall be effective unless in writing
                                         signed by each of the Parties..





 


		12.3.2.	Expenses.
                                         Unless agreed otherwise in the Agreement each Party will bear its own expenses relating
                                         to the realization of the Agreement and all associated activities in this respect.





 


		12.4.	Waiver





 





A
waiver of any provision of this Agreement shall only be valid if provided in writing and shall only be applicable to the specific
incident and occurrence so waived. The failure by either Party to insist upon the strict performance of this Agreement, or to
exercise any term hereof, shall not act as a waiver of any right, promise or term, which shall continue in full force and effect.


 


		12.5.	Acknowledgment
                                         by the Parties



 


Each
of the Parties herby acknowledges that attorneys and other employees of Horn & Co., Law Offices (the “Firm”) represent
and provide legal counsel and services to both Parties and to certain shareholders of the Company, both in connection with this
Agreement and in connection with other matters. Each of the Parties hereby irrevocably waives any and all claims in connection
with conflict of interest by the Firm or anyone on the Firm’s behalf (including Firm’s employees, consultants and
service providers) and acknowledges that the Firm may freely represent and provide services to any of the Parties without any
limitation


[Signature
Page to Follow]



    	 	9	 



     


    

  


-Execution
Copy-


 


IN
WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives.


 





	 	 
	A-Labs Finance and Advisory
    Ltd.	 
	By: Doron Cohen	 
	Title: CEO	 
	 	 
	Date: 	31
    Dec 2017	 
	 	 
	 	 
	INX
    Limited	 
	By: James
    Crossley	 
	Title: Director	 
	 	 
	Date: 	31
    December 2017	 









  






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