Exhibit 10.28


 


THIS INSTRUMENT AND ANY SECURITIES
ISSUABLE PURSUANT HERETO HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE
ISRAELI SECURITIES LAW 5728 – 1968, AS AMENDED, OR ANY STATE OR FOREIGN SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED,
SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.


 


INX Limited


 


SAFE


 


(Simple Agreement for Future
Equity)


 


THIS SIMPLE AGREEMENT FOR FUTURE EQUITY
is entered into as of April 25, 2019
(the “Effective Date”), according to which in exchange for the payment by A-Labs Finance and Advisory Ltd.,
a company incorporated under the laws of Israel (the “Investor”) of US$ 100,000 (the “Purchase
Amount”), to INX Limited, a private company incorporated under the laws of Gibraltar (the “Company”),
the Investor shall have the right to receive certain shares of the Company’s share capital, subject to the terms set forth
below.


 


		1.	Issuance of Shares.



 


		1.1.	In consideration for the Purchase Amount, immediately
upon the consummation of an investment amount of no less than US$ 2 million which will be invested in the Company in consideration
for issuance of Company’s shares (“Qualified Financing”), the Company will automatically issue to the
Investor such number of Safe Equity Shares to reflect a price per each such Safe Equity Share that reflects the lower of: (i)25%
discount on the base (undiscounted) price per share in such round; and (ii) US$ 1.367.



 


		1.2.	Termination. This instrument will expire and
terminate upon either the issuance of shares to the Investor pursuant to Section 1.1 above, or upon an Event of Default pursuant
to Section 3 below.



 


In connection with (and as
a condition thereto) the issuance (or the transfer, as applicable) of shares by the Company to the Investor pursuant to Section
1.1 above, the Investor will execute and deliver to the Company all transaction documents related to the Qualified Financing that
triggered the conversion, as may be reasonably requested by the Company; provided, that such documents are the same documents
to be entered into with the other parties with respect to such event, and provided further, that such documents have customary
exceptions to any drag-along applicable to the Investor, including, without limitation, limited representations and warranties
and limited liability and indemnification obligations on the part of the Investor, and provided further, that, in no event
shall the Investor be required as a condition of the issuance (or transfer, as applicable) of Safe Equity Shares (unless Investor
otherwise agrees) to: 1) provide a personal guaranty, 2) become personally liable, individually, jointly or severally, for any
indemnification or other personal liability, 3) grant rights to the Company (other than as set forth herein) or to any third party
to purchase any of the Investor’s interest in the Company (other than as set forth under any applicable law and/or in the
Company’s governing documents, as amended from time to time), or 4) agree to a restrictive covenant regarding competition
or confidentiality more restrictive than the covenants contained in other agreement between the Investor (or any of its affiliates
or shareholders) and the Company.


 


		2.	Transfer of the Purchase Amount.



 


The Investor shall transfer the Purchase Amount to
Company’s bank account in accordance with the instructions of the Company within 3 business days as of the Effective Date
(the “Closing”).


 




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		3.	Event of Default.



 


Notwithstanding the aforesaid,
if an Event of Default (defined below) occurs before this instrument expires or terminates including before the conversion triggering
event set forth in Section 1.1., the Company will pay to the Investor, immediately prior to, or concurrent with, the consummation
of such Event of Default, an amount equal to the Purchase Amount. The Purchase Amount will be paid prior to and in preference of
any payment of outstanding indebtedness and creditor claims, including contractual claims for payment and convertible promissory
notes. If immediately prior to the consummation of the Event of Default, the assets of the Company legally available for distribution
to the Investor and all holders of all other Safes (the “Dissolving Investors”), as determined in good faith
by the Company’s Board of Directors, are insufficient to permit the payment to the Dissolving Investors of their respective
purchase amounts, then the entire assets of the Company legally available for distribution will be distributed with equal priority
and pro rata among the Dissolving Investors in proportion to the Purchase Amounts they would otherwise be entitled to receive pursuant
to this Section 3 (pro rata calculated based on the actual safe amounts transferred by the applicable Dissolving Investor divided
by the total purchase amounts actually transferred by all Dissolving Investors).


 


“Event of Default”:
(a) if the Company shall cease the conduct of its business for any consecutive sixty (60) day period; (b) the commencement by the
Company of any liquidation proceedings or the adoption of a winding up resolution by the Company, or the appointment of a receiver
or trustee over all or substantially all of the Company’s assets, which appointment has not been dismissed within sixty (60)
days; (c) the commencement by third parties of any liquidation proceedings, which have not been terminated within sixty (60) days
thereafter; (d) if the Company calls a meeting of creditors for the purpose of entering into a scheme or arrangement with them;
or (e) if the Company adopts one or more resolutions for dissolution, liquidation, bankruptcy or winding-up of the Company.


 


		4.	Representations.



 


		4.1.	The Company is a corporation duly organized, validly
existing and in good standing under the laws of its state of incorporation, and has the power and authority to own, lease and
operate its properties and carry on its business as now conducted.



 


		4.2.	The execution, delivery and performance by the Company
of this Safe is within the power of the Company and has been duly authorized by all necessary actions on the part of the Company
(subject to the terms hereof). This Safe constitutes a legal, valid and binding obligation of the Company, enforceable against
the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating
to or affecting the enforcement of creditors’ rights generally and general principles of equity. To its knowledge, the Company
is not in violation of (i) its current Articles of Association, (ii) any material statute, rule or regulation applicable to the
Company or (iii) any material debt or contract to which the Company is a party or by which it is bound, where, in each case, such
violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material
adverse effect on the Company.



 


		4.3.	The performance and
consummation of the transactions contemplated by this Safe do not and will not: (i)violate any material judgment, statute,
rule or regulation applicable to the Company; (ii) result in the acceleration of any material debt or contract to which the Company
is a party or by which it is bound; or (iii) result in the creation or imposition of any lien on any property, asset or
revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable
to the Company, its business or operations.



 


		4.4.	No consents or approvals
are required in connection with the performance of this Safe, other than: (i) the Company’s corporate approvals; (ii) any
qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization
of Safe Equity Shares issuable pursuant to Section 1 above.



 




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		4.5.	To its knowledge, the Company owns or possesses (or
can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights,
trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted
and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.



 


		5.	Investor Representations.



 


		5.1.	The Investor has full legal capacity, power and authority
to execute and deliver this Safe and to perform its obligations hereunder. This Safe constitutes valid and binding obligation
of the Investor, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general
application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.



 


		5.2.	The Investor is an accredited investor as such term
is defined in Rule 501 of Regulation D under the Securities Act and acknowledges and agrees that if not an accredited investor
at the time of an Equity Financing, the Company may void this Safe and return the Purchase Amount. The Investor has been advised
that this Safe and the underlying securities have not been registered under the Securities Act, or any state securities laws and,
therefore, cannot be resold unless they are registered under the Securities Act and applicable state securities laws or unless
an exemption from such registration requirements is available. The Investor is purchasing this Safe and the securities to be acquired
by the Investor hereunder for its own account for investment, not as a nominee or agent, and not with a view to, or for resale
in connection with, the distribution thereof, and the Investor has no present intention of selling, granting any participation
in, or otherwise distributing the same. The Investor has such knowledge and experience in financial and business matters that
the Investor is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment
without impairing the Investor’s financial condition and is able to bear the economic risk of such investment for an indefinite
period of time.



 


		6.	“MFN”
Amendment Provision.



 


If the Company issues any Subsequent
Convertible Securities prior to termination of this Safe, the Company will promptly provide the Investor with written notice thereof,
together with a copy of all documentation relating to such Subsequent Convertible Securities and, upon written request of the Investor,
any additional information related to such Subsequent Convertible Securities as may be reasonably requested by the Investor. In
the event the Investor determines that the terms of the Subsequent Convertible Securities are preferable to the terms of this instrument,
the Investor will notify the Company in writing. Promptly after receipt of such written notice from the Investor, the Company agrees
to amend and restate this instrument to be identical to the instrument(s) evidencing the Subsequent Convertible Securities.


 


“Subsequent Convertible
Securities” means convertible securities that the Company may issue after the issuance of this instrument with the principal
purpose of raising capital, including but not limited to, other Safes, convertible debt instruments and other convertible securities.
Subsequent Convertible Securities excludes: (i) options or warrants issued to employees, officers, consultants or service providers
of the Company; (ii) convertible securities issued or issuable to banks, equipment lessors, financial institutions or other persons
engaged in the business of making loans pursuant to a debt financing or commercial leasing; and (iii) convertible securities issued
or issuable in connection with sponsored research, collaboration, technology license, development, OEM, marketing or other similar
agreements or strategic partnerships.


 




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		7.	Definitions.



 


		7.1.	“Safe”
means an instrument containing a future right to shares of the Company’s share capital, similar in form and content to this
instrument, purchased by investors for the purpose of funding the Company’s business operations.



 


		7.2.	“Safe Equity Shares” means the
shares of the Company issued to the Investor upon conversion described hereunder and having the identical rights, privileges,
and preferences as the most senior class of shares actually issued by the Company to an investor pursuant to the Qualified Financing.



 


		8.	Miscellaneous.



 


		8.1.	Any provision of this instrument may be amended, waived
or modified only upon the written consent of the Company and the Investor.



 


		8.2.	Each party shall be responsible for its own taxes,
costs and expenses in connection with this instrument.



 


		8.3.	Any notice required or permitted by this instrument
will be deemed sufficient when delivered personally or by overnight courier or email to the relevant address listed on the signature
page, or 72 hours after being deposited in the mail as certified or registered mail with postage prepaid, addressed to the party
to be notified at such party’s address listed on the signature page, as subsequently modified by written notice. Sender
must be able to confirm delivery of any notice sent by courier, email or certified or registered mail.



 


		8.4.	The Investor is not entitled, as a holder of this
instrument and without derogating from any right of the Investor under any applicable law or other agreements that do not constitute
part of this Safe, to vote or receive dividends or be deemed the holder of any Company share capital for any purpose, nor will
anything contained herein be construed to confer on the Investor, as such, any of the rights of a shareholder of the Company or
any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give
or withhold consent to any corporate action or to receive notice of meetings, or to receive subscription rights or otherwise until
shares have been issued upon the terms described herein.



 


		8.5.	This instrument and the rights contained herein (or
any part hereof) may not be assigned and/or transferred by the Investor without the prior written consent of the Company. The
Company may assign and/or transfer this instrument in whole, without the consent of the Investor, in connection with a reincorporation
to change the Company’s domicile or any other corporate reorganization, upon a prior written notice to the Investor.



 


		8.6.	In the event any one or more of the provisions of
this instrument is for any reason held to be invalid, illegal or unenforceable, in whole or in part or in any respect, or in the
event that any one or more of the provisions of this instrument operate or would prospectively operate to invalidate this instrument,
then and in any such event, such provision(s) only will be deemed null and void and will not affect any other provision of this
instrument and the remaining provisions of this instrument will remain operative and in full force and effect and will not be
affected, prejudiced, or disturbed thereby.



 


		8.7.	All rights and obligations hereunder will be governed
by the laws of Gibraltar, without regard to the conflicts of law provisions of such jurisdiction. Any dispute arising under or
in connection with this instrument shall be settled exclusively before the courts of Gibraltar.



 




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IN WITNESS WHEREOF, the undersigned have caused
this instrument to be duly executed and delivered.


 


Investor-


 


	/s/ Doron Cohen	 
	A-Labs Finance and Advisory Ltd.	 


 


	By:	Doron
Cohen	, its 	Director & CEO	 


 


Company-


 


	INX Limited	 


 


	By:	/s/ Alan Silbert	 
	 	Alan Silbert, Director	 


 


 


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