Exhibit
10.7


 


Horn & Co. Draft, January 31, 2018


 


AMENDMENT
TO THE SECOND AMENDED AND RESTATED ENGAGEMENT AGREEMENT


 


This
Amendment to the Second Amended and Restated Engagement Agreement (the “Amendment”) is entered into on January
31, 2018 (the “Signing Date”), and will be effective as of September 26, 2017 (the “Effective Date”)
by and between INX Ltd. (the “Company”) and A-Labs Finance and Advisory Ltd. (the “Advisor”).


 


	WHEREAS,	the Company and
    the Advisor entered into an agreement pursuant to the Engagement Agreement dated as of the Effective Date, as amended on December
    14, 2017, December 27, 2017 and December 28, 2017 (the “Agreement”); and
	 	 
	WHEREAS,	The
    parties agreed to amend the Agreement as set forth herein;


 


NOW,
THEREFORE, in consideration of the respective agreements of the parties contained herein, the parties agree as follows:


 


	 	1.	Capitalized terms
    not otherwise defined herein shall bear the meanings ascribed to them in the Agreement.


 


	 	2.	Section
4.1.3.3 shall be deleted in its entirety and replaced with the following:


 


“A-Labs
acknowledges that it holds 1,120,000 Ordinary Shares of the company constituting 12.57% of the share capital of the Company on
a fully diluted basis as of the Signing Date”.


 


	 	3.	Section 4.1.4 shall be deleted in its entirety
    and replaced with the following:


 


“Upon
the consummation of the contemplated initial public offering of Tokens in which the Company shall raise from third parties within
the United States of America and/or from third parties which are deemed US persons not less than US$ 10,000,000 in consideration
for Tokens, the Company shall pay A-Labs a one-time cash payment in the amount of US$ 500,000 (the “US Success Fee’’).”
..


 


	 	4.	Section
    4.1.4.A shall be added to the Agreement after Section 4.1.4 and shall state as follows:


 


“4.1.4.A.
A-Labs will be entitled to a percentage of all ICO Proceeds upon the Closing of a Successful ICO (the ‘‘NON-US
Success Fee’’), as follows:


 


	 	Amount
    of ICO Proceeds	 	Success
    Fee
	 	ICO
Proceeds of up to US$30 million.	 	10%
    of the ICO Proceeds.
	 	ICO
    Proceeds in excess of US$30 million and up to US$100 million.	 	5%
    of the ICO Proceeds.
	 	ICO
    Proceeds in excess of US$ 100 million and up to US$200 million.	 	6%
    of the ICO Proceeds.
	 	ICO
    Proceeds in excess of US$200 million.	 	7.5%
    of the ICO Proceeds.


 


For
the purpose of this Section 4, the term “ICO Proceeds” shall mean the total aggregate amounts paid by purchasers of
Tokens other than those accounted for by Section 4.1.4 above in cash, Bitcoin or Ethereum, actually received by the Company an
or prior to the closing of the ]CO (the “ICO Day”).


 


For
the purpose of this Agreement, the term “Successful ICO” shall mean an initial public offering of Tokens in which
the Company shall raise from third parties other than those accounted for by Section 4.1.4 above, no less than US$ 10,000,000
in consideration for Tokens.


 






     


     


    

 


Horn & Co. Draft, January 31, 2018


 


The
US Success Fee and the Non-US Success Fee shall be referred hereto together as the “Success Fee”.


 


	 	5.	Unless amended
    hereby, all provisions of the Agreement shall remain in full force and effect.


 


IN
WITNESS WHEREOF, the Company has caused this Amendment to be executed by its duly authorized officer and the Advisor has duly
executed this Amendment by its duly authorized officer as of the day and year first above written.


 


This
Amendment will come into effect only upon the signature of both the Company and the Advisor.


 


	INX
    LTD.	 	A-LABS
    FINANCE AND ADVISORY LTD.
	 	 	 
	By:	/s/
    James Crossley	 	By:	/s/ Doron
    Cohen
	Name:	James
    Crossley	 	Name:	Doron
    Cohen
	Title:	Director	 	Title:	CEO