Exhibit
4.1


 


PRIVILEGED
AND CONFIDENTIAL


 


INX
LIMITED


INX
TOKEN PURCHASE AGREEMENT


 





 



 


NOTICE:


 


THE
TERMS OF THIS AGREEMENT FORM A BINDING LEGAL CONTRACT BETWEEN YOU AND INX LIMITED (THE “COMPANY”). CAREFULLY
READ ALL OF THE TERMS OF THIS AGREEMENT BEFORE CLICKING THE “I AGREE” BUTTON. BY CLICKING THE “I AGREE”
BUTTON YOU ACKNOWLEDGE YOUR CONSENT AND AGREEMENT TO ALL THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. IF YOU DO NOT AGREE
TO ALL THE TERMS OF THIS AGREEMENT, DO NOT CLICK “I AGREE.” IF YOU HAVE ANY QUESTIONS REGARDING THE EFFECT OF THE
TERMS AND CONDITIONS IN THIS AGREEMENT, YOU ARE ADVISED TO CONSULT INDEPENDENT LEGAL COUNSEL.


 


THE
COMPANY MAY NOT BE OFFERING THE SECURITIES IN EVERY STATE. THE OFFERING MATERIALS DO NOT CONSTITUTE AN OFFER OR SOLICITATION IN
ANY STATE OR JURISDICTION IN WHICH THE SECURITIES ARE NOT BEING OFFERED OR IN ANY STATE OR JURISDICTION IN WHICH AN OFFER OR SOLICITATION
IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO.


 















 



 


SUMMARY


 


Review
this INX Token Purchase Agreement, which has been pre-populated following your completion of certain questions on our online website
platform [__________] (the “Purchasing Site”). If these responses remain accurate and correct, sign this completed
agreement using electronic signature.


 


Except
as otherwise required by law, subscriptions may not be withdrawn or cancelled by subscribers.


 


	Number
    of INX Tokens (Purchased Tokens):	[____]
	 	 
	Purchase
    Price (USD):	[____]
	 	 
	Purchase
    Price (BTC):	[____]
    (BTC/USD Exchange Rate: [____])
	 	 
	Purchase
    Price (ETH):	[____]
    (ETH /USD Exchange Rate: [____]))
	 	 
	Distribution
    Election:	 
	 	 
	☐  CASH     ☐ ETHER


 






     


     


    

 


*If
no election is made, then the annual distribution of Adjusted Operating Cash Flow will be automatically paid in ether to the Ethereum
wallet on record with the Company. Registered holders of the Tokens may change their election at any time upon Thirty (30) days
written notice to the Company. Upon receipt and after the Thirty (30) day notice has occurred, the election shall be changed and
reflected in the following period in which the Token holder is entitled to receive a distribution.


 


PREAMBLE


 


This
Token Purchase Agreement (this “Agreement”) contains the terms and conditions that govern your purchase of
the INX Tokens, an ERC20 blockchain asset that is programmed using a smart contract that is compatible with the Ethereum blockchain
(the “Tokens” or “INX Tokens”) and it defines your rights and obligations with respect the
purchased Tokens. This is an agreement between you (“Purchaser” or “you”) and INX Limited,
a Gibraltar private company limited by shares (the “Company”). Purchaser and the Company are herein referred
to individually as a “Party” and collectively as the “Parties.”


 


WHEREAS,
the Company is engaged in an initial public offering of Tokens (the “Offering”) and, in connection therewith,
has determined to issue and deliver up to 130,000,000 Tokens to public investors in the Offering; and


 


WHEREAS,
Purchaser desires to purchase from the Company, and the Company desires to issue and sell to Purchaser, Tokens in an amount and
for the consideration set forth on Exhibit A attached hereto.


 


WHEREAS,
the Offering, including the sale of the Tokens to Purchaser under this Agreement, shall be registered under the Securities Act
of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”). A registration
statement on Form F-1 (File No. 333------------), including a related preliminary prospectus dated [------------], 2018, relating
to the Offering has been prepared and filed by the Company with the Securities and Exchange Commission (“Commission”)
in conformity with the requirements of the Securities Act. Such registration statement (as amended, if applicable) at the time
it becomes effective and the prospectus relating to the Offering included in the Registration Statement (in each case, including
the information, if any, deemed to be part thereof pursuant to Rule 430A(b)), as from time to time amended or supplemented, are
hereinafter referred to as the “Registration Statement” and the “Prospectus,” respectively.


 


NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby
agree as follows:


 


1.
Purchase of Tokens.


 


1.1
Issuance and Sale of Tokens; Purchase Price.


 


(a)
Subject to the terms and conditions set forth herein, Purchaser, intending to be legally bound, hereby irrevocably agrees to purchase
from the Company the number of Tokens set forth on Exhibit A attached hereto, (the “Purchased Tokens”)
for the purchase price set forth on Exhibit A (the “Purchase Price) all in accordance with the terms and conditions
of this Agreement. The Purchase Price shall reflect a purchase price per Token of USD$[____]. Exhibit A shall also reflect
the Purchase Price in bitcoin (BTC) and ether (ETH) as well as the applicable USD/BTC and USD/ETH exchange rates.


 






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(b)
This Agreement shall be an effective and binding commitment (the “Commitment”) of Purchaser when Purchaser
has entered the amount of Tokens Purchaser desires to purchase at the Purchase Price, clicks the check box and the “I AGREE”
button on the Purchasing Site to indicate that Purchaser has read, understands and agrees to the terms of this Agreement, executes
this Agreement and submits this Agreement to the Company. Purchaser agrees to be bound on this basis, and confirms that Purchaser
has read in full and understands this Agreement and the terms on which Purchaser is bound.


 


(c)
Purchaser acknowledges and agrees that this agreement to purchase cannot be withdrawn, terminated, or revoked. This agreement
to purchase shall be binding on the heirs, executors, administrators, successors and assigns of the Purchaser. This agreement
to purchase is not transferable or assignable by the Purchaser, except as expressly provided in the terms and conditions of this
Agreement.


 


(d)
The Company has provided specific procedures on how Purchaser may seek to purchase Tokens through the Purchasing Site. By purchasing
Tokens, Purchaser acknowledges, agrees to, and has no objection to such procedures and specifications. Purchaser further acknowledges
and agrees that failure to properly use the Purchasing Site and follow such procedures, including the submission of all required
documentation, may result in a rejection of Purchaser’s agreement to purchase and Purchaser not receiving any Tokens. Unauthorized
access or use of the Purchasing Site or the receipt or purchase of Tokens in the Offering through any other means are not sanctioned
or agreed to in any way by the Company. Purchaser should take great care to verify the accuracy of the universal resource locator
for the Purchasing Site used to purchase Tokens.


 


(e)
Upon the basis of the representations and warranties, and subject to the terms and conditions, set forth herein, the Company agrees
to issue and sell the Purchased Tokens to the Purchaser on the Closing (as defined below) for the Purchase Price.


 


(f)
The Company intends to allocate and sell Tokens in accordance with the terms of the Prospectus. The Company plans to enter into
purchase agreements with other investors, providing for the sale of Tokens to such other investors, and such purchase agreements
will be separate but substantially similar to this Agreement. Each of the purchase agreements is a separate agreement.


 


1.2
Payment of the Purchase Price. Upon execution of this Agreement, the Purchaser authorizes: (a) [Metropolitan Commercial
Bank], a [New York State-chartered bank] (the “Escrow Agent”) as escrow agent for the Offering, to request
the Purchase Price from the Purchaser’s bank (details of which are set out in the “Payment Details” section
on Exhibit A attached hereto) to be deposited in the escrow account; (b) if the Company has received committed purchases
equal to or exceeding the Minimum Offering Amount (as defined below), (i) the transfer of funds in an amount equal to the Purchase
Price from the Purchaser’s bank account into the Company’s bank account or (ii) the transfer of bitcoin (BTC) and
ether (ETH) in an amount equal to the Purchase Price from the Purchaser’s digital wallet into the Company’s digital
wallet. Prior to the Company receiving committed purchases equal to or exceeding the Minimum Offering Amount, the Company shall
cause the Escrow Agent to maintain all such funds for the Purchaser’s benefit in a segregated non-interest-bearing account
until the earliest to occur of: (x) the Closing, (y) the rejection of this Agreement (in accordance with Section 1.4 hereof) or
(z) the termination of the Offering by the Company in its sole discretion.


 






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1.3
Termination of Offering or Rejection of Token Purchase Agreement.


 


(a)
In the event that (i) the Company does not effect the Closing on or before the date which is one year from the Offering being
qualified by the U.S. Securities and Exchange Commission (the “SEC”), (ii) the Company receives Purchaser’s
purchase request after the maximum number of Tokens in the Offering (130,000,000) has been sold, or (iii) the Offering is terminated
by the Company in its sole discretion, the Company will cause its payment services provider or the Escrow Agent, as applicable,
to refund promptly the Purchase Price paid by the Purchaser, without deduction, offset or interest accrued thereon and this Agreement
shall thereafter be of no further force or effect.


 


(b)
The Purchaser understands and agrees that the Company, in its sole discretion, reserves the right to accept or reject this or
any other agreement to purchase INX Tokens, in whole or in part, and for any reason or no reason, notwithstanding prior receipt
by the Purchaser of notice of acceptance of this Agreement. If the Company rejects a subscription, either in whole or in part
(which decision is in its sole discretion), the Company shall cause its payment services provider or the Escrow Agent, as applicable,
to return promptly the rejected Purchase Price or the rejected portion thereof to the Purchaser without deduction, offset or interest
accrued thereon. If this offer is rejected in whole this Agreement shall thereafter be of no further force or effect. If this
offer is rejected in part, this Agreement will continue in full force and effect to the extent this subscription was accepted.


 


1.4
Acceptance of Subscription.


 


(a)
Upon the consummation of the purchase and sale of the Purchased Tokens and the other transactions contemplated hereby (the “Closing”),
if the Company accepts this Agreement in whole or in part, the Company shall execute and deliver to the Purchaser a counterpart
executed copy of this Agreement and cause the Escrow Agent to release the Purchase Price (or applicable portion thereof if such
subscription is only accepted in part) to the Company. The Closing shall take place at the offices of the Company, on a date to
be determined by the Company in its sole discretion (the “Closing Date”). The Closing shall occur no earlier
than the date that the Company has received commitments from all purchasers in the aggregate of not less than $5,000,000 (the
“Minimum Offering Amount”).


 


(b)
At the Closing, subject to the terms hereof, the Company shall deliver to the Purchaser’s Ethereum wallet (details
of which are set out in the “Digital Wallet” section on Exhibit A herein) the number of Tokens equal to the
Purchased Tokens. The Purchaser understands and agrees that the sale of Tokens pursuant to this Agreement is made subject to the
condition that the Tokens to be issued and delivered on account of this Agreement will be issued only in the name of and delivered
only to the Purchaser.


 






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(c)
The Company shall have no obligation hereunder until (a) the Purchaser has executed and delivered to the Company this Agreement
and a substitute Form W-9 (if applicable); (b) the Purchaser has deposited the Purchase Price in accordance with this Agreement;
(c) the Company has executed and delivered to the Purchaser an executed copy of this Agreement; and (d) all other conditions to
Closing have been satisfied and the Closing has occurred.


 


(d)
In the event that the Closing does not take place for any reason with respect to all or some of the Tokens, the Company shall
be deemed to have rejected this subscription, either in whole or in part, in accordance with Section 1.3(b) and the Company shall
cause its payment services provider or the Escrow Agent, as applicable, to return promptly the rejected Purchase Price or the
rejected portion thereof to the Purchaser without deduction, offset or interest accrued thereon.


 


1.5
Rights as Holder of Tokens. Purchaser understands and agrees that upon and after the Closing the Tokens shall have only
such rights and attributes as are expressly set forth on Exhibit B, subject to the terms thereof, including but not limited
to each of the restrictions and conditions described on Exhibit B.


 


1.6
No Claim, Loan or Ownership Interest. Except as otherwise expressly set forth herein, the purchase of Tokens: (a) does
not provide Purchaser with rights of any form with respect to the Company or its revenues or assets, including, without limitation,
any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property) or other financial
or legal rights; (b) is not a loan to Company; and (c) does not provide Purchaser with any ownership, equity, or other interest
in the Company.


 


1.7
Intellectual Property. Purchaser understands and agrees that the Company retains all right, title and interest in all of
the Company’s intellectual property contained in the Tokens, including, without limitation, inventions, ideas, concepts,
code, discoveries, processes, marks, methods, software, compositions, formulae, techniques, information and data, whether or not
patentable, copyrightable or protectable in trademark, and any trademarks, copyright or patents based thereon. Purchaser agrees
not to use, reverse engineer, modify, or alter any of the Company’s intellectual property for any reason without the Company’s
prior written consent.


 


2.
Representations and Warranties of Purchaser.


 


In
connection with the issuance and sale of the Tokens hereunder, Purchaser hereby represents and warrants to the Company that on
the date hereof and as of the Closing Date:


 


2.1
Risk Factors. The Purchaser is aware that an investment in the Tokens involves a significant degree of risk, and has received
and carefully read the Prospectus and, in particular, the “Risk Factors” section therein. The Purchaser understands
that the Company is subject to all the risks applicable to early-stage companies, whether or not set forth in such “Risk
Factors”. The Purchaser acknowledges that no representations or warranties have been made to it or to its advisors or representatives
with respect to the business or prospects of the Company or its financial condition other than as provided in the Prospectus.


 






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2.2
Investor Certification. The Purchaser has submitted the Investor Certification (attached as Exhibit C attached hereto)
and confirms that all of the information included in the Investor Certification, as well as all other information furnished by
Purchaser in connection with the purchase of Tokens, including any and all verification forms, certifications and “know
your customer” documentation, are true and correct and complete in all respects as of the date of the Closing, and do not
contain any misstatements of fact or omit any fact necessary to make the statements contained therein not misleading, inaccurate
or otherwise untrue. Purchaser understands that the Company enters into this Agreement and
agrees to sell to Purchaser the Purchased Tokens in reliance on the truth and accuracy of the representations, warranties, agreements,
acknowledgments and understandings made by Purchaser as set forth in this Agreement and in the Investor Certification. The Purchaser
agrees to promptly provide the Company and its respective agents with such other information as may be reasonably necessary for
them to confirm the information provided in this Agreement and the Investor Certification.


 


2.3
Authorization. Purchaser has all requisite power and authority to execute and deliver this Agreement, to purchase the Purchased
Tokens, and to carry out and perform its obligations under this Agreement. All action on Purchaser’s part required for the
lawful execution and delivery of this Agreement and other agreements required hereunder have been or will be effectively taken
prior to the Closing Date. This Agreement has been duly executed by Purchaser. The Agreement constitutes a legal, valid and binding
obligation of Purchaser enforceable against Purchaser in accordance with its terms, except that such enforceability may be limited
by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting
creditors’ rights generally and by equitable principles (regardless of whether enforcement is sought in a proceeding in
equity or at law). If an individual, Purchaser is at least eighteen (18) years old and of sufficient legal age and capacity to
enter into this Agreement. If a legal entity, Purchaser is duly organized, validly existing and in good standing under the Laws
of its domiciliary jurisdiction and each jurisdiction where it conducts business.


 


2.4
No Conflicts. The execution, delivery and performance of this Agreement will not result in (a) any violation of, be in
conflict with or constitute a material default under, with or without the passage of time or the giving of notice of, (i) any
provision of Purchaser’s organizational documents, if applicable; (ii) any provision of any judgment, decree or order to
which Purchaser is a party, by which it is bound, or to which any of its assets are subject; (iii) any agreement, obligation,
duty or commitment to which Purchaser is a party or by which it is bound; or (iv) any laws, statutes, ordinances, rules, regulations,
judgments, injunctions, administrative interpretations, orders and decrees of any Governmental Authority, including amendments
thereto (collectively, “Laws”); or (b) the creation of any lien, charge or encumbrance upon any assets of Purchaser.
“Governmental Authority” shall mean any nation or government, any state or other political subdivision thereof,
any entity exercising legislative, executive, judicial or administrative functions of or pertaining to government, including without
limitation any government authority, agency, department, board, commission or instrumentality and any court, tribunal or arbitrator(s)
of competent jurisdiction and any self-regulatory organization. For the avoidance of doubt, Governmental Authority may include
private bodies exercising quasi-governmental, regulatory or judicial-like functions to the extent they relate to either Parties
or the Tokens.


 






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2.5
No Consents or Approvals. The execution and delivery of and performance under this Agreement require no approval or other
action from any Governmental Authority or person or entity other than the Company, except for such consents, approvals, authorizations,
orders, filings, registrations or qualifications as (a) have already been obtained or made and are still in full force and effect,
(b) may be required by FINRA, (c) may be required by the Gibraltar Financial Services Commission, and (d) may be required under
applicable state securities Laws in connection with the purchase, distribution and resale of Tokens.


 


2.6
Experience, Suitability, and Ability to Bear Risk.


 


(a)
Purchaser has sufficient knowledge and experience in business, technology, financial, securities, and securities investments matters,
including a sufficient understanding of blockchain or cryptographic tokens and other digital assets, smart contracts, storage
mechanisms (such as digital or token wallets), blockchain-based software systems and blockchain technology, to be able to evaluate
the risks and merits of Purchaser’s purchase of Tokens, including but not limited to the matters set forth in the Prospectus
and this Agreement, and is able to bear the risks thereof, including loss of all amounts paid, loss of Tokens and liability to
the Company and others for its acts and omissions, including without limitation those constituting a breach of this Agreement,
negligence, fraud or willful misconduct. Purchaser’s financial situation is such that Purchaser can afford to bear the economic
risk of holding Tokens for an indefinite period of time, and Purchaser can afford to suffer the complete loss of the Purchase
Price and Tokens.


 


(b)
Purchaser has obtained sufficient information in order to make an informed decision to purchase Tokens. Purchaser is not
relying on the Company or any of its owners, directors, officers, counsel, employees, agents or representatives for legal,
investment or tax advice. Purchaser represents that to the extent that Purchaser has any questions with respect to the
purchase of Tokens, Purchaser has sought professional advice. Purchaser has sought independent legal, investment and tax
advice to the extent that Purchaser has deemed necessary or appropriate in connection with Purchaser’s decision to
purchase Tokens described herein.


 


2.7
Company Information/Opportunity to Investigate. Purchaser understands and acknowledges that an investment in the Company
is subject to all the risks that apply to early-stage companies, whether or not those risks are explicitly set out in the Prospectus.
Purchaser has received and carefully reviewed the Prospectus. Purchaser, in making the decision
to purchase the Tokens, has relied upon an independent investigation of the Company and has not relied upon any information or
representations made by any third parties or upon any oral or written representations or assurances from the Company, its owners,
directors, officers, employees, agents, or any other representatives of the Company, other than as expressly set forth in this
Agreement, the Registration Statement, and the Prospectus. 


 






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2.8
Purchasing Site.


 


(a)
Purchaser understands and acknowledges that the Company has established Terms of Use for the Purchasing Site, which Terms of Use
may be amended from time to time. Purchaser has read and has complied with and agrees to continue to comply with the Terms of
Use for the Purchasing Site. Purchaser has verified the accuracy of the universal resource locator for the Purchasing Site used
to purchase Tokens.


 


(b)
Purchaser understands and acknowledges that Purchaser shall be solely responsible for inputting and transmitting all required
documentation correctly and accurately.


 


(c)
Purchaser understands and acknowledges access to the Purchasing Site may be limited, unavailable or interrupted at any time, including,
but not limited to, during periods of peak demand, market volatility, system upgrades, maintenance, or during any other events
impacting Purchaser, Company or third party providers providing systems or services necessary for the Purchasing Site to be available
and that the Company will not be liable, and Purchaser will not attempt to hold the Company liable, for any losses arising out
of or relating to any inaccuracies, duplications or errors in any purchase placed on the Purchasing Site or resulting transactions.


 


2.9
Sanctions Compliance; Anti-Money Laundering; Funds and Payments.


 


(a)
Sanctions Compliance. Neither Purchaser, nor any person having a direct or indirect beneficial interest in Purchaser or
Tokens being acquired by Purchaser, or any person for whom Purchaser is acting as agent or nominee in connection with Tokens,
has been or is (i) the subject of sanctions administered or enforced by the United States (including without limitation the U.S.
Department of the Treasury’s Office of Foreign Asset Control), the United Kingdom, the European Union or any other Governmental
Authority (collectively, “Sanctions”), (ii) organized or resident in a country or territory that is the subject
of country-wide or territory-wide Sanctions, or (iii) otherwise a party with which the Company is prohibited from dealing with
under applicable Laws.


 


(b)
Anti-money Laundering; Counter-Terrorism Financing. To the extent required by applicable Laws, Purchaser has complied and
will continue to comply with all anti-money laundering and counter-terrorism financing requirements.


 


(c)
Funds and Payments. The funds, including any fiat, virtual currency or cryptocurrency, Purchaser uses to purchase Tokens
are not derived from or related to any unlawful activities, including but not limited to money laundering or terrorist financing,
and Purchaser will not use, or permit the use of, Tokens to finance, engage in or otherwise support any unlawful activities. All
payments by or on behalf of Purchaser under this Agreement will be made only in Purchaser’s name, from a digital wallet
or bank account not located in a country or territory that has been designated as a “non-cooperative country or territory”
by the Financial Action Task Force, and is not a “foreign shell bank” within the meaning of the U.S. Bank Secrecy
Act (31 U.S.C. § 5311 et seq.), as amended, and the regulations promulgated thereunder by the Financial Crimes Enforcement
Network, as such regulations may be amended from time to time.


 


2.10
No Brokerage Fees. No broker, finder or financial advisor has acted for Purchaser in connection with this Agreement or
the transactions contemplated hereby, and no broker, finder or financial advisor is entitled to any broker’s, finder’s
or financial advisor’s fee or other commission in respect thereof based in any way on any contract or arrangement with Purchaser.


 






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2.11
Foreign Purchasers. If Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Internal
Revenue Code of 1986, as amended), Purchaser hereby represents that it has satisfied itself as to the full observance of the Laws
of Purchaser’s jurisdiction in connection with any invitation to subscribe for the Tokens or any use of this Agreement,
including (a) the legal requirements within Purchaser’s jurisdiction for the purchase of the Tokens, (b) any foreign
exchange restrictions applicable to such purchase and the other transactions contemplated hereby, (c) any governmental or
other consents that may need to be obtained, and (d) the income tax and other tax consequences, if any, that may be relevant
to the purchase, holding, redemption, sale, or transfer of the Tokens. Purchaser’s subscription and payment for and continued
beneficial ownership of the Tokens will not violate any applicable securities or other Laws of Purchaser’s jurisdiction.


 


3.
Representations and Warranties of the Company.


 


In
connection with the issuance and sale of the Tokens hereunder, the Company hereby represents and warrants to Purchaser that as
of the date hereof and as of the Closing Date:


 


3.1
Corporate Status. The Company is a private company limited by shares duly organized, validly existing and in good standing
under the Laws of Gibraltar and has all requisite corporate power and authority to carry on its business as now conducted as described
in the Prospectus.


 


3.2
Foreign Private Issuer and Emerging Growth Company. The Company is a “foreign private issuer” within
the meaning of Rule 405 under the Securities Act and eligible to register the offer and sale of Tokens on Form F-1 adopted by
the Commission. From the time of the initial confidential submission of the Registration Statement relating to the Tokens to the
Commission through the date hereof, the Company has been and is an Emerging Growth Company within the meaning of Rule 12b-2 under
the Securities Exchange Act of 1934.


 


3.3
Company Power and Authority. The Company has all requisite power and authority to execute and deliver this Agreement and
sell Tokens to Purchaser and to carry out and perform its obligations under this Agreement, in each case subject to the terms
hereof. The Agreement constitutes a legal, valid and binding obligation of the Company enforceable against Company in accordance
with its terms.


 


3.4
Authorization. This Agreement has been duly executed and delivered by the Company, and, upon the Closing, the Tokens will
have been validly issued to Purchaser in accordance with the terms hereof. This Agreement constitutes the legal, valid and binding
obligation of the Company, enforceable against the Company in accordance with its terms (except as such enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally
and by general principles of equity (whether considered in a proceeding at law or equity)).


 






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3.5
Registration Statement and Prospectus. The Company has prepared and filed the Registration Statement with the Commission
under the Securities Act, and, prior to the Closing Date, the Commission shall have declared the Registration Statement effective
under the Securities Act. None of the Registration Statement, the Prospectus or any amendment or supplement thereto filed on or
prior to the Closing Date included or will include any untrue statement of a material fact or omitted or will omit to state a
material fact, in the case of the Registration Statement or any amendment or supplement thereto, required to be stated therein,
and, in the case of the Prospectus or any amendment or supplement thereto, necessary to make the statements therein, in light
of the circumstances under which they were made, not misleading.


 


3.6
Token Issuances. The INX Tokens shall be designated as “INX Tokens.” The number of authorized INX Tokens is
200,000,000 of which up to 130,000,000 are being offered for sale in the Offering. Upon issuance pursuant to this Agreement, the
Purchased Tokens will be validly issued, fully paid and non-assessable and free of preemptive rights.


 


3.7
No Conflict. The execution, delivery and performance of this Agreement will not result in: (a) any violation of, be in
conflict with in any material respect, or constitute a material default under, with or without the passage of time or the giving
of notice (i) any provision of the Company’s Memorandum and Articles of Association, (ii) any provision of any judgment,
decree or order to which the Company is a party, by which it is bound, or to which any of its material assets are subject, (iii)
any material contract, obligation or commitment to which the Company is a party or by which it is bound, or (iv) any applicable
Laws; or (b) the creation of any material lien, charge or encumbrance upon any material assets of the Company.


 


3.8
No Consents or Approvals. The execution and delivery of and performance under this Agreement require no approval or other
action from any Governmental Authority or person or entity other than the Company, except for such consents, approvals, authorizations,
orders, filings, registrations or qualifications as (a) have already been obtained or made and are still in full force and effect,
(b) may be required by FINRA, (c) may be required by the Gibraltar Financial Services Commission and (d) may be required under
applicable state securities Laws in connection with the purchase, distribution and resale of Tokens.


 


3.9
No Other Disclosure Materials.  Other than the Registration Statement and Prospectus, the Company has not, directly or
indirectly, distributed, prepared, used, authorized, approved or referred to, and will not distribute, prepare, use, authorize,
approve or refer to, any offering material in connection with the offering and sale of the Tokens.


 


4.
Additional Agreements.


 


4.1
Earning Statement. The Company will make generally available to its security holders as soon as practicable an earning
statement that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 under the Securities Act covering
a period of at least 12 months beginning with the first fiscal quarter of the Company occurring after the “effective date”
(as defined in Rule 158 under the Securities Act) of the Registration Statement; provided that the Company will be deemed
to have furnished such statement to its security holders the extent it is filed on the Commission’s Electronic Data Gathering,
Analysis and Retrieval system (“EDGAR”).


 






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4.2
Blue Sky Compliance. The Company will use commercially reasonable efforts to qualify or register (or to obtain exemptions
from qualifying or registering) the Tokens for offer and sale under the securities or “blue sky” Laws of states of
the United States where Tokens are offered and sold and will use its commercially reasonable efforts to continue such qualifications,
registrations and exemptions in effect so long as required for the distribution of the Tokens; provided that the Company
shall not be required to (a) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction
where it would not otherwise be required to so qualify, (b) file any general consent to service of process in any such jurisdiction,
or (c) subject itself to taxation in any such jurisdiction if it is not otherwise so subject as of the date hereof.


 


4.3
Expenses. All costs, fees and expenses incurred by a Party in connection with the performance of such Party’s obligations
hereunder and in connection with the transactions contemplated by this Agreement shall be paid by such Party regardless of whether
this Agreement becomes effective or is terminated. Each Party shall be solely liable for all of its own fees and costs incurred
in any future transactions between the Parties.


 


4.4
Transfer. Purchasers may be unable to trade or otherwise dispose of ownership of the Tokens until the INX Securities trading
platform is operational or another platform for trading INX Tokens becomes available. Potential Purchasers understand and acknowledge
that they may be required to bear the financial risks of the Tokens for an indefinite period of time.


 


4.5
Additional Information. Upon the Company’s request, Purchaser agrees to provide the Company with all additional information
that the Company deems necessary to comply with applicable Laws.


 


5.
Termination.


 


5.1
General Termination Right. This Agreement may be terminated by the Company by written (including electronic) notice to
Purchaser at any time prior to the Closing Date, and any such termination shall be without liability on the part of the Company
(or any of its affiliates, and its and their respective owners, directors, officers, employees, agents, advisors, or other representatives)
to Purchaser. In the event of a termination pursuant to this Section 5.1: (a) the Company shall cause its payment services
provider or the Escrow Agent, as applicable, to return promptly the Purchase Price to the Purchaser without deduction, offset
or interest accrued thereon and (b) this Agreement, and all of Purchaser’s rights under this Agreement, shall immediately
terminate and shall thereafter be of no further force or effect.


 


5.2
Termination Upon Purchaser’s Breach. In addition to the rights in Section 5.1, the Company reserves the right
to terminate this Agreement, in its sole discretion, in the event that Purchaser is in breach of any term of this Agreement. In
the event of a termination pursuant to this Section 5.2, (a) all of Purchaser’s rights in Tokens shall become immediately
void and of no further force and effect, (b) all of Purchaser’s rights under this Agreement shall immediately terminate,
and (c) Purchaser shall not be entitled to any other recourse (including any refund for any amounts paid to the Company in connection
with this Agreement).


 






    - 11 -


     


    

 


5.3
Termination Upon Transfer. Except for the rights of the transferee set forth in Section 8.8 hereto, this Agreement shall
terminate upon the transfer of INX Tokens completed in accordance with Section 3 of Exhibit B hereto.


 


5.4
Survival. Notwithstanding anything to the contrary herein, the provisions of Section 5, Section 6, Section
7, and Section 8 shall survive the termination of this Agreement.


 


6.
Indemnification. Purchaser hereby agrees to indemnify the Company, any of its affiliates, and its and their respective
owners, directors, officers, employees, representatives and advisors, and to hold each of them harmless, from and against any
loss, damage, liability, cost or expense, including reasonable attorneys’ fees and costs of investigation, to which they
may be put or which they may reasonably incur or sustain due to or arising out of (a) any inaccuracy in or breach of any representation
or warranty of Purchaser or its affiliates or agents, whether contained in this Agreement or any other document provided by Purchaser
to the Company in connection with Purchaser’s investment in the Tokens (b) any nonfulfillment or breach of any covenant,
agreement, or other provision by Purchaser or its affiliates or agents, whether contained in this Agreement or any other document
provided by Purchaser to the Company in connection with Purchaser’s investment in the Tokens, or (c) the sale or distribution
of the Tokens in violation of the Securities Act or any other applicable Law or this Agreement. Notwithstanding any provision
of this Agreement, Purchaser does not waive any right granted to Purchaser under any applicable state securities Law. All indemnification
provisions shall survive the termination of this Agreement.


 


7.
Limitation of Liability; No Warranties.


 


7.1
Except as expressly provided by this agreement and applicable Laws, the Company shall not be responsible or liable for any losses
resulting directly or indirectly from: (a) any act or omission of Purchaser or agent of Purchaser or any error, negligence, or
misconduct of Purchaser; (b) failure of transmission or communication facilities; (c) any other cause or causes beyond the Company’s
control, including, without limitation, for reasons such as acts of God, fire, flood, strikes, work stoppages, acts of terrorism,
governmental or regulatory action, delays of suppliers or subcontractors, war or civil disturbance, self-regulatory organization
actions, telecommunication line or computer hardware failures and any other telecommunication failures; (d) the Company’s
reliance on any instructions, notices, or communications that it believes to be from an individual authorized to act on behalf
of Purchaser, and Purchaser hereby waives any and all defenses that any such individual was not authorized to act on behalf of
Purchaser; (e) government restrictions; exchange, regulatory, or market rulings; suspension of trading; military operations; terrorist
activity; strikes, or any other condition beyond the Company’s control, including without limitation extreme market volatility
or trading volume; or (f) any action taken by Company to comply with applicable Laws or this Agreement.


 






    - 12 -


     


    

 


7.2
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS AND RULES, THE COMPANY, ITS AFFILIATES, AND ITS CONTROLLING PERSONS, SHAREHOLDERS,
DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS WILL NOT BE RESPONSIBLE FOR ANY LOSSES EXCEPT THAT THE COMPANY SHALL BE RESPONSIBLE
FOR ANY LOSSES TO THE EXTENT THAT SUCH LOSSES ARISE FROM THE COMPANY’S GROSS NEGLIGENCE, FRAUD OR WILLFUL MISCONDUCT. IN
NO EVENT SHALL THE COMPANY, ITS AFFILIATES, CONTROLLING PERSONS, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS BE LIABLE
TO PURCHASER OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR DAMAGES
OF ANY KIND FOR LOST PROFITS OR REVENUES, TRADING LOSSES, INACCURATE DISTRIBUTIONS, LOSS OF BUSINESS OR DATA, EVEN IF ADVISED
OF THE POSSIBILITY OF ANY SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR
OTHERWISE.


 


7.3
THE COMPANY AND ITS AFFILIATES MAKE NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE SERVICES TO BE PROVIDED IN ACCORDANCE
WITH THIS AGREEMENT, INCLUDING THE PURCHASING SITE, OR THE RESULTS TO BE ACHIEVED BY THE USE THEREOF. THE COMPANY AND ITS AFFILIATES
DISCLAIM ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES INCLUDING, WITHOUT LIMITATION, INCLUDING WARRANTIES OF QUALITY, PERFORMANCE,
NON INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING,
COURSE OF PERFORMANCE OR TRADE USAGE. THE COMPANY AND AFFILIATES DO NOT GUARANTEE THE ACCURACY, QUALITY, SEQUENCE, TIMELINESS,
RELIABILITY, PERFORMANCE, COMPLETENESS, CONTINUED AVAILABILITY, TITLE OR NON-INFRINGEMENT OF ANY DATA OR THIRD PARTY PROVIDER
SERVICES USED IN RELATION TO THE AGREEMENT AND EACH DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES. THE SERVICES TO BE PROVIDED BY
THE COMPANY (INCLUDING THE PURCHASING SITE) ARE PROVIDED ON AN “AS-IS”, “AS AVAILABLE” BASIS WITHOUT WARRANTY
OF ANY KIND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS AND RULES.


 


8.
General Provisions.


 


8.1
Counterparts. This Agreement may be executed in any number of counterparts (including by means of facsimile and electronic
mail (including portable document format (pdf) or any electronic signature complying with the U.S. federal ESIGN Act of 2000,
e.g., www.docusign.com)), each of which shall be an original but all of which together shall constitute one and the same instrument.


 


8.2
No Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties. Further, (a) INX Tokens acquired
pursuant to this Agreement may be transferred only as set forth in Section 3 of Exhibit B hereto, (b) the Company
may assign or transfer this Agreement without Purchaser’s consent to its successors and assigns, including an affiliate
of the Company, and (c) Purchaser may not assign this Agreement without the prior written consent of the Company. For the avoidance
of doubt, Purchaser and Purchaser’s permitted assignees shall not transfer INX Tokens to third parties, including by transfer
of rights or access to an Ethereum wallet included in the Whitelist Database or an account of Purchaser held by INX Services,
except with the express permission of the Company. Any purported assignment in violation of this provision shall be a breach of
this Agreement and void ab initio.


 






    - 13 -


     


    

 


8.3
Governing Law; Venue.


 


(a)
This Agreement shall be governed by and construed in accordance with the domestic Laws of the State of Delaware without giving
effect to any choice or conflict of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would
cause the application of the Laws of any jurisdiction other than the State of Delaware. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY
CONSENTS TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY STATE AND FEDERAL COURTS LOCATED WITHIN NEW CASTLE COUNTY, DELAWARE FOR
ANY ACTION, PROCEEDING OR INVESTIGATION (“LITIGATION”) ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED HEREBY (AND AGREES NOT TO COMMENCE ANY LITIGATION RELATING THERETO EXCEPT IN SUCH VENUES).


 


(b)
EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED IN CONTRACT,
TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF EITHER PARTY IN THE NEGOTIATION, ADMINISTRATION,
PERFORMANCE AND ENFORCEMENT THEREOF, EACH OF THE PARTIES ALSO WAIVES ANY BOND OR SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT,
BUT FOR THIS WAIVER, BE REQUIRED OF SUCH PARTY. EACH PARTY FURTHER WARRANTS AND REPRESENTS THAT IT KNOWINGLY AND VOLUNTARILY WAIVES
ITS JURY TRIAL RIGHTS. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER
SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT. IN THE EVENT OF LITIGATION,
THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT. BY Agreeing
to this provision, Purchaser will not be deemed to have waived the company’s compliance with the federal securities laws
and the rules and regulations thereunder.


 


8.4
Amendment. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed
by the Company and Purchaser. The Company reserves the right to, prior to the Closing, modify the terms of the offering of the
Tokens and the rights and attributes of the Tokens described in the Prospectus in its sole discretion. If, prior to the Closing,
the Company so amends the terms of the Tokens in any material respect, it will give notice of such amendment to Purchaser and
provide Purchaser at least three (3) business days to withdraw its election to purchase Tokens as contemplated by this Agreement.
Upon any such withdrawal, the Agreement will terminate and all funds received from Purchaser be promptly returned, without interest.


 


8.5
Entire Agreement. This Agreement constitutes the entire agreement among the Parties and supersedes any prior understandings,
agreements, or representations by or among the Parties, written or oral, to the extent they relate in any way to the subject matter
hereof.


 






    - 14 -


     


    

 


8.6
Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have
been duly given to any Party when delivered by hand, when delivered by electronic mail, or when mailed, first-class postage prepaid,
(a) if to Purchaser, at the electronic mail address set forth below Purchaser’s signature, or to such other electronic mail
address as Purchaser shall have furnished to the Company in writing, and (b) if to the Company, to it at INX Limited, 57/63 Line
Wall Road, Gibraltar GX11 1AA, or to such other address or addresses or electronic mail address or addresses, as the Company shall
have furnished to Purchaser in writing (provided that notice by electronic mail to the Company shall not be deemed given unless
the Company has affirmatively acknowledged receipt of such notice).


 


8.7
Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal,
inoperative or unenforceable for any reason, this Agreement shall continue in full force and effect, it being intended that all
rights and obligations of the Parties hereunder shall be enforceable to the fullest extent permitted by law, and the Parties shall
negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in
an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest
extent possible.


 


8.8
No Third-Party Beneficiaries. The terms and provisions of this Agreement are intended solely for the benefit of each Party
and their respective successors and assigns, and it is not the intention of the Parties to confer, and no provision hereof shall
confer, third-party beneficiary rights upon any other person; provided, that, any subsequent transferee of the INX Tokens pursuant
to a permitted transfer effected pursuant to Section 3 of Exhibit B hereto will be deemed a third party beneficiary
of the transferor’s rights as holder of INX Tokens set forth on Exhibit B hereto for so long as such transferee is
a holder of INX Tokens.


 


8.9
Electronic Communications. Purchaser agrees and acknowledges that all agreements, notices, disclosures and other communications
that the Company may provide to Purchaser pursuant to this Agreement or in connection with or related to Purchaser’s purchase
or ownership of Tokens, including this Agreement, may be provided by the Company, in its sole discretion, to Purchaser in electronic
form.


 


8.10
Headings. The headings used in this Agreement have been inserted for convenience of reference only and do not define or
limit the provisions hereof.


 


8.11
Construction. The Parties acknowledge that each of them has had the benefit of legal counsel of its own choice and has
been afforded an opportunity to review this Agreement with its legal counsel and that this Agreement shall be construed as if
jointly drafted by the Parties.


 


8.12
Available Rights and Waivers. No failure or delay by any Party in exercising any right, power or privilege under this Agreement
shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof
or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive
of any rights or remedies provided by law.


 


[Signature
page follows]


 




    - 15 -


     


    

 


IN
WITNESS WHEREOF, the Parties have caused this Subscription Agreement to be executed by their duly authorized representatives on
the date first written above.


 


	

         
	INX
    LIMITED
	 	 
	 	By:	                                         
	 	Name:	 
	 	Its:	 
	 	 
	 	PURCHASER:  
	 	 
	 	By:	 
	 	Name:	 
	 	Email address:	 


 




     


     


    

 


EXHIBIT
A


 


PURCHASED
TOKENS AND AGGREGATE PURCHASE PRICE


 


	Purchaser
    Name	 	Number
    of Tokens	 	Purchase
    Price (USD):
	 	 	 	 	 
	 	 	 	 	 


 


Payment
Details


(DEPOSIT
OF PURCHASE PRICE)


 


		☐	PAYMENT
BY WIRE TRANSFER – Send payment to the following:



 


	

        Purchase
        Price (USD):
	 
	Bank
    Name: 	 
	Bank
    Address: 	 
	Institution
    No.:	 
	Branch
    No.: 	 
	Bank
    Account No.: 	 
	Swift
    Code/ABA No.:	 


 


		☐	PAYMENT
BY ETHEREUM – Send payment to the following:



 


	

        Ether
        (ETH) Digital Wallet Address:
	 	Purchase
    Price (ETH)	 	ETH
    /USD Exchange Rate
	 	 	 	 	 
	 	 	 	 	 


 


		☐	PAYMENT
BY BITCOIN – Send payment to the follow address:



 


	

        Bitcoin
        (BTC) Digital Wallet Address
	 	Purchase
    Price (BTC)	 	BTC
    /USD Exchange Rate
	 	 	 	 	 
	 	 	 	 	 


 


*The
BTC/USD and ETH/USD exchange rates have been determined by TradeBlock’s XBX and ETX Indices, respectively, at 12:01 a.m.
(GMT) on the date the Purchaser submitted this executed INX Token Purchase Agreement to the Company.


 


Purchaser’s
Digital Wallet


(DELIVERY
OF TOKENS)


 


Purchaser’s
Digital Wallet Address:


 




    A-1


     


    

 


EXHIBIT
B


 


RIGHTS
of INX tokens of INX LIMITED 


 


		1)	Designation
                                         and Number of Tokens. The INX Tokens of INX Limited (the “Company”)
                                         shall be designated as “INX Tokens.” The number of authorized INX Tokens
                                         is 200,000,000. The INX Token is an ERC20 blockchain asset that is programmed using a
                                         smart contract that is compatible with the Ethereum blockchain. The smart contract creating
                                         the INX Token was created on January 9, 2018 and re-deployed during the second half of
                                         2018. The smart contract for the INX Token is publicly viewable at the Website (as defined
                                         in Section 17). The rights of the INX Token holder are contractual rights set
                                         forth in the INX Token Purchase Agreement, including this Exhibit B.



 


		2)	Persons
                                         Deemed Holders of Record. To be deemed to be a holder of record of INX Tokens, a
                                         holder must (a) register an Ethereum wallet with the Company to be included on the Whitelist
                                         Database and (b) have the public wallet address of this Ethereum wallet recorded on the
                                         “INX Token distributed ledger” as the holder INX Tokens. INX Tokens held
                                         by a nominee on behalf of beneficial owners will be recorded on the INX Token Distributed
                                         Ledger as being held in the nominee’s Ethereum wallet and the nominee will be the
                                         holder of record.



 


The
“Whitelist Database” is a database stored on the data section of the INX Token smart contract. The purpose of the
Whitelist Database is to validate decentralized transfers of the INX Token. The Whitelist Database contains a list of individuals
and entities that have satisfied the Company’s KYC/AML compliance procedures and thus are eligible to hold INX Tokens. In
order for an Ethereum wallet address to be included in the Whitelist Database, the prospective holder of record of the INX Tokens
must have completed know your customer and anti-money laundering (“KYC/AML”) compliance procedures, or other similar
procedures, to the satisfaction of the Company, or an agent of the Company that is expressly authorized in writing by the Company.


 


The
“INX Token distributed ledger” references the ledger of ownership of INX Tokens that is recorded on the Ethereum blockchain.
The INX Token distributed ledger records the public wallet addresses of all Ethereum wallets that hold INX Tokens and the balance
of INX Tokens in each wallet address. Public information from the INX Token Distributed Ledger can be viewed using an Ethereum
network block explorer, such as Etherscan.


 


		3)	Transfer.
                                         INX Tokens may be transferred only among Ethereum wallets included in the Whitelist Database.
                                         Transfers of INX Tokens will be executed by the INX Token smart contract under conditional
                                         permission that the wallet addresses of both the sender and receiver of INX Tokens are
                                         listed on the Whitelist Database. The INX Token smart contract will verify that both
                                         the sender and the receiver wallet addresses are included in the Whitelist Database prior
                                         to approving or rejecting the transfer. If either the sender or receiver wallet address
                                         is not listed in the Whitelist Database, the smart contract will reject the transfer
                                         and the INX Token Distributed Ledger will not be updated.



 






    B-1


     


    

 


		4)	Use
                                         on the INX Securities Trading Platforms; Purpose. INX Tokens do not have any rights,
                                         uses, purposes, attributes, functionalities or features, express or implied, outside
                                         of the Company’s trading platform for securities tokens (the “INX Securities
                                         trading platform”).



 


		a)	Transaction
                                         Fees Discount. Holders of INX Tokens are entitled to a minimum ten percent (10%)
                                         discount on the payment of transaction fees for services offered by the INX Securities
                                         trading platform, as compared to fees paid using other currencies. The Company, from
                                         time to time in its sole discretion, may offer promotional incentives such as greater
                                         discounts for holders of INX Tokens compared to other forms of payment for transaction
                                         fees. Other terms for services on the INX Securities trading platform will be determined
                                         from time to time by the INX Securities trading platform.



 


		b)	Collateral.
                                         Holders of INX Tokens may use or exercise INX Tokens to post a portion of the collateral
                                         required to be deposited with the INX Securities trading platform. The proportion of
                                         collateral that may consist of INX Tokens will be implemented as part of the terms and
                                         conditions of the INX Securities trading platform, and shall be determined from time
                                         to time by the INX Securities trading platform.



 


		5)	Cash
                                         Participation Rights. Commencing in calendar year 2020, subject to the conditions
                                         described herein, each INX Token held by parties other than the Company shall entitle
                                         its holder to receive a pro rata portion, based on the number of INX Tokens held by parties
                                         other than the Company as of March 31 of each such year, of an aggregate amount which
                                         equals 20% of the Company’s Adjusted Operating Cash Flow. The distribution will
                                         be made on April 30 of each calendar year, commencing on April 30, 2020, and will be
                                         based on the Company’s cumulative Adjusted Operating Cash Flow net of cash flows
                                         which have already formed a basis for a prior distribution, calculated as of December
                                         31 of each year. 



 


		a)	Board
                                         Determination. Adjusted Operating Cash Flow shall be based upon the audited annual
                                         financial statements of the Company for the preceding fiscal year, as have been approved
                                         by the Company’s board of directors.



 


		b)	Amount.
                                         “Adjusted Operating Cash Flow” shall be calculated as net cash flow from
                                         operating activities as reflected in the consolidated statement of cash flow of the Company
                                         that is included in the audited consolidated financial statements of the Company and
                                         its subsidiaries as of December 31 of the year preceding the year of the distribution.
                                         For purposes of the calculation of the Adjusted Operating Cash Flow, cash flow from the
                                         sale and purchase of blockchain assets, including cash flow from the sale and purchase
                                         of the INX Token (excluding cash proceeds from an Initial Sale) and cash flow for interest
                                         paid and interest received, will be included in the calculation of Adjusted Operating
                                         Cash Flow regardless of their classification in the consolidated statement of cash flow
                                         of our Company. An “Initial Sale” refers to the first sale and transfer
                                         of the respective INX Token by the Company to an initial purchaser. If the “Adjusted
                                         Operating Cash Flow” is negative, no distribution shall be made.



 


		c)	Payment
                                         Dates. The cash participation rights shall begin for Adjusted Operating Cash Flow
                                         reflected in the Company’s audited consolidated financial statements for fiscal
                                         2019 with a payment (if any) occurring on April 30, 2020 to holders of record on March
                                         31, 2020. Thereafter, distributions for a fiscal year shall be paid on April 30 of the
                                         following year based on the number of Tokens held by parties other than the Company or
                                         a subsidiary of the Company as of March 31 of such year to the holders of record of INX
                                         Tokens as of March 31 of such year, or as otherwise declared by the Company by delivering
                                         notice to holders of INX Tokens of such dates. If the distribution date is not a Business
                                         Day, the applicable payment shall be due on the next succeeding Business Day. On and
                                         after April 1 of a given year, a transferee of INX Tokens will not receive the distribution
                                         paid on April 30 of that year, as the INX Token holder as of March 31 will be entitled
                                         to the distribution for the preceding fiscal year. “Business Day” shall mean
                                         any day other than Saturday, Sunday, or any other day on which banking institutions in
                                         the state of New York are authorized by law or executive action to close.



 






    B-2


     


    

 


		d)	Distribution
                                         Requirements. Distributions will be divisible and rounded down to five decimal places
                                         (one-thousandth of a cent) and Token holders will be paid in full from the first dollar
                                         of Adjusted Operating Cash Flow that is distributed. No distribution will be made to
                                         any INX Token holder if the banking fee relating to such transfer exceeds the distribution
                                         amount owed to that Token holder.



 


		e)	Currency.
                                         Distributions will be paid in USD if the INX Token holder has provided Company with
                                         necessary bank account information. If bank account information has not been provided,
                                         distributions will be paid in ETH to the wallet address holding INX Tokens as indicated
                                         by the INX Token Distributed Ledger on the Ethereum blockchain.



 


		f)	Delivery.
                                         Distributions will be delivered in USD to the bank account provided by the Token holder,
                                         or in ETH to the Ethereum wallet address holding INX Tokens, if no bank account information
                                         has been provided to Company. If INX Tokens are held of record by a nominee on behalf
                                         of beneficial owners, distributions will be made to the holder of record.



 


		g)	The
                                         Company may from time to time modify the procedures and conditions for payment and distributions
                                         for forth in clauses (c) through (f) of this Section 5 and will
                                         provide notification of such modifications to the holders of the INX Tokens. Further,
                                         the Company’s board of directors may decide to pay distributions on a quarterly basis,
                                         based on the Company’s cumulative Adjusted Operating Cash Flow as of the end of each
                                         quarter. In such event, the distributions will be paid to parties holding INX Tokens
                                         as of the last day of the following quarter with payments made one month thereafter.
                                         If the Company’s board of directors decides to transition to quarterly payments, the
                                         Company will provide notice at least three (3) months prior to the first payment.



 


		6)	Rights
                                         upon a Failure or a Change of Control. Each INX Token shall automatically become
                                         exchangeable for its pro rata portion (based upon the number of INX Tokens then outstanding)
                                         of the Cash Fund, if any of the following occur:



 


		a)	the
                                         Company fails to develop and operate a trading platform that permits the spot trading
                                         of Bitcoin and Ethereum by December 31, 2021, or



 


		b)	(i)
                                         a sale of all or substantially all of the assets of the Company to an Independent Third
                                         Party; (ii) any Independent Third Party becomes the beneficial owner, directly or indirectly,
                                         of [50.1]% or more of the outstanding voting interests of the Company; or (iii) a merger,
                                         consolidation, recapitalization or reorganization of the Company with or into an Independent
                                         Third Party pursuant to which the shareholders of the Company immediately prior to such
                                         transaction own less than 50% of the outstanding voting interests of the resulting entity
                                         or its parent company.



 






    B-3


     


    

 


As
used on this Section 6(b): “Independent Third Party” means any Person or group (within the meaning of § 13(d)(3)
of the Securities Exchange Act of 1934) which is not an Affiliate of Shy Datika. “Affiliate” means any Person directly
or indirectly Controlling, Controlled by or under common Control with such Person. “Control,” including the terms “controlled
by” and “under common control with” means the power to direct the affairs of a Person by reason of ownership of
voting securities, by contract or otherwise.


 


		7)	Rights
                                         upon an Insolvency Event. If (i) the Company permanently discontinues all the activities
                                         of INX Solutions and there is no successor conducting a substantially similar business
                                         that assumes the obligations of the Company with regard to the INX Tokens and (ii) an
                                         “Insolvency Event” occurs, then the Company will be in breach of this Section
                                         7, and this breach shall create a claim in favor of INX Token Holders that may be
                                         asserted by INX Token holders against the Company in any proceeding arising from such
                                         Insolvency Event. An “Insolvency Event” shall be the dissolution,
                                         winding up, or total or partial liquidation or reorganization, readjustment, arrangement,
                                         or similar proceeding relating to the Company or its property, whether voluntary or involuntary,
                                         or in bankruptcy, insolvency, receivership, arrangement, or similar proceedings or upon
                                         an assignment for the benefit of creditors, or upon any other marshaling or composition
                                         of the assets and liabilities of the Company, or otherwise.



 


		8)	Subordination
                                         by Shareholders of Certain Rights. In connection with its obligations set forth in
                                         Section 7 above, the Company has caused certain of its current shareholders, and
                                         shall cause its future shareholders (“Shareholders”), to execute a
                                         Waiver and Subordination Undertaking, under which such Shareholders agree to terms substantially
                                         similar to the following, in addition to other customary provisions for such agreements:



 


		a)	Each
                                         Shareholder irrevocably subordinates all payments by the Company on account of any Shareholders
                                         Claim (as defined below) to the prior satisfaction and payment in full by the Company
                                         of all Token Claims (as defined below).



 


		b)	Each
                                         Shareholder irrevocably waives and subordinates, to the prior satisfaction in full by
                                         the Company of any Token Claim, any claim, and undertakes that it shall not exercise
                                         any right or remedy, directly or indirectly, that it may acquire under, or as a result
                                         of the following, with respect to the cash amount reserved in the Cash Fund maintained
                                         by the Company: (i) any agreement it has with the Company; (ii) the organizational documents
                                         of the Company (including without limitation, the Memorandum and Articles of Association
                                         of the Company); or (iii) any applicable law or regulation.



 


		c)	In
                                         the event of any payment or distribution of assets of the Company of any kind or character,
                                         whether in cash, property, or securities, upon the dissolution, winding up, or total
                                         or partial liquidation or reorganization, readjustment, arrangement, or similar proceeding
                                         relating to the Company or its property, whether voluntary or involuntary, or in bankruptcy,
                                         insolvency, receivership, arrangement, or similar proceedings or upon an assignment for
                                         the benefit of creditors, or upon any other marshaling or composition of the assets and
                                         liabilities of the Company, or otherwise: (i) all amounts owing on account of all Token
                                         Claims shall first be paid in full, before any Shareholders Claim Payment (as defined
                                         below) is made; and (ii) so long as all Token Claims have not been paid in full, to the
                                         extent permitted by applicable law, any Shareholders Claim Payment to which a Shareholder
                                         would be entitled except for the provisions hereof, shall be paid or delivered by the
                                         trustee in bankruptcy, receiver, assignee for the benefit of creditors, or other liquidating
                                         agent making such payment for the benefit of each Token Holder for application to the
                                         payment of all Token Claims.



 






    B-4


     


    

 


		d)	In
                                         the event that, notwithstanding the provisions above, any Shareholders Claim Payment
                                         is received in contravention of the provisions above by any Shareholder before all Token
                                         Claims are paid in full, such Shareholders Claim Payment shall be held in trust for the
                                         benefit of each Token Holder and shall be paid over or delivered to the Company for the
                                         benefit of each Token Holder for application to the payment in full of all Token Claims
                                         remaining unpaid to the extent necessary to give effect to the provisions above, after
                                         giving effect to any concurrent payments or distributions to each Token Holder in respect
                                         of all Token Claims.



 


		e)	Each
                                         Shareholder hereby subordinates any claim and shall not exercise any right or remedy,
                                         directly or indirectly, that it may acquire by way of subrogation under the Waiver and
                                         Subordination Undertaking, or as a result of the application of the provisions of the
                                         Waiver and Subordination Undertaking or otherwise, unless and until all Token Claims
                                         have been paid in full.



 


		f)	For
                                         the purpose of the Waiver and Subordination Undertaking:



 


		i)	“Shareholders
                                         Claim” means all indebtedness, liabilities, obligations, or undertakings of any
                                         kind or description of the Company owing to a Shareholder in respect of any and all shares
                                         issued by the Company to such Shareholder, whether now existing or hereafter arising,
                                         and whether due or to become due, absolute or contingent, liquidated or unliquidated,
                                         determined or undetermined.



 


		ii)	“Shareholders
                                         Claim Payment” means any payment or distribution by or on behalf of the Company,
                                         directly or indirectly, of assets of the Company of any kind or character, whether in
                                         cash, property, or securities, including on account of the purchase, redemption, or other
                                         acquisition of shares, as a result of any collection, sale, or other disposition of collateral,
                                         or by setoff exchange, or in any other manner, for or on account of shares of the Company.



 


		iii)	“Token
                                         Claim” means all indebtedness, liabilities, obligations, or undertakings of any
                                         kind or description of the Company owing to any Token Holder arising out of, outstanding
                                         under, evidenced by a Token or a Token Purchase Agreement, whether now existing or hereafter
                                         arising, and whether due or to become due, absolute or contingent, liquidated or unliquidated,
                                         determined or undetermined, and including without limitation any claim by a Token Holder
                                         against the Company for breaching a Token Purchase Agreement.



 


		iv)	“Cash
                                         Fund” shall bear the meaning ascribed to it in the public offering registration
                                         statement which shall be submitted to the US Securities and Exchange Commission by the
                                         Company. 



 






    B-5


     


    

 


		9)	Voting
                                         Rights. Holders of INX Tokens have no right to vote or participate in the Company’s
                                         shareholder meetings or in the corporate governance of the Company. An INX Token holder
                                         will possess none of the rights that a holder of capital stock would be entitled to as
                                         holder of common shares of the Company or other capital stock of the Company.



 


		10)	Information
                                         Rights. The holders of INX Tokens shall have no rights to receive any reports, notices
                                         and other information of the Company, except as expressly provided in this Exhibit
                                         B.



 


		11)	Exclusion
                                         of Other Rights. Except as expressly set forth in this Exhibit B, the INX
                                         Tokens do not provide the holder thereof with (a) rights of any form with respect to
                                         the Company or its revenues or assets, including, without limitation, any distribution,
                                         redemption, liquidation, proprietary (including all forms of intellectual property) or
                                         other financial or legal rights; (b) any ownership, equity, or other interest in the
                                         Company, including any preemptive or subscription rights; (c) rights to participate in,
                                         or benefit from significant corporate transactions in which the Company is a party, such
                                         as mergers, a sale of the Company, or sale of the Company’s assets; and (d) any
                                         voting powers, preferences and relative, participating, optional or other special rights.
                                         The INX Tokens are not loans to the Company. 



 


		12)	Repurchases.
                                         The Company (or an affiliate of the Company) may from time to time repurchase INX Tokens,
                                         pursuant to purchases effected on the INX Securities trading platform, other trading
                                         platforms, or on a private basis.



 


		13)	Fractional
                                         Tokens. Notwithstanding the technical limits of the INX Tokens, INX Tokens may be
                                         purchased, sold and transferred in fractional divisions to five decimal places (0.00001).



 


		14)	Amendment
                                         or Modification. The Company may not amend, alter, suspend or terminate the rights
                                         of INX Tokens as set forth in this Exhibit B except: (a) as provided in this Exhibit
                                         B; or (b) with the express written consent the holder of INX Tokens; provided, however,
                                         that the Company may modify the terms set forth in this Exhibit B to the extent
                                         such modification does not materially impair the rights of the holder of INX Tokens.
                                         



 


		15)	Notices.
                                         All notices provided by the Company to holders of INX Tokens hereunder shall be delivered
                                         by an electronic notice sent to the holders of INX Tokens by posting such notice to the
                                         [Website].



 


		16)	Third-Party
                                         Beneficiaries. The rights and obligations set forth in this Exhibit B are
                                         intended solely for the benefit of the holder of INX Tokens. Upon any valid transfer
                                         of an INX Token in accordance with the transfer requirements of Section 3 of this
                                         Exhibit B, the rights and obligations of the transferor of an INX Token pursuant
                                         to this Exhibit B shall be automatically assigned to the transferee of such INX
                                         Tokens, with such transferee being a third party beneficiary to the terms of Exhibit
                                         B.



 


		17)	INX
                                         Website. The Company has established [__________] (the “Website”), which
                                         contains publicly viewable information regarding the INX Token, including the INX Token
                                         smart contract, public wallet addresses with INX Token balances, the rights of INX Tokens,
                                         and applicable notices. The Company has established Terms of Use for the Website, which
                                         Terms of Use may be amended from time to time by the Company in its sole discretion.
                                         Holders of INX Tokens must comply with the Terms of Use for the Website. The Website
                                         may be limited, unavailable or interrupted at any time, including, but not limited to,
                                         during periods of peak demand, market volatility, system upgrades, maintenance, or during
                                         any other events impacting holders of INX Tokens, the Company or third party providers
                                         providing systems or services necessary for the Website to be available and that the
                                         Company will not be liable, and the Company shall not have any liability to any holders
                                         of INX Tokens for any losses arising out of or relating to any inaccuracies, duplications
                                         or errors in any purchases placed on the Website or resulting transactions.



 






    B-6


     


    

 


		18)	Limitation
                                         of Liability; No Warranties with respect to INX Tokens.



 


		a)	Except
                                         as expressly provided by Delaware law, none of the terms of the INX Tokens shall cause
                                         the Company to be, and the Company shall not be, responsible or liable for any losses
                                         resulting directly or indirectly from: (i) any act or omission of a holder of INX Tokens
                                         or agent of a holder of INX Tokens or any error, negligence, or misconduct of a holder
                                         of INX Tokens; (ii) failure of transmission or communication facilities; (iii) any other
                                         cause or causes beyond the Company’s control, including, without limitation, for
                                         reasons such as acts of God, fire, flood, strikes, work stoppages, acts of terrorism,
                                         governmental or regulatory action, delays of suppliers or subcontractors, war or civil
                                         disturbance, self-regulatory organization actions, telecommunication line or computer
                                         hardware failures and any other telecommunication failures; (iv) the Company’s
                                         reliance on any instructions, notices, or communications that it believes to be from
                                         an individual authorized to act on behalf of a holder of INX Tokens, and each holder
                                         of INX Tokens hereby waives any and all defenses that any such individual was not authorized
                                         to act on behalf of such holder; (v) government restrictions; exchange, regulatory, or
                                         market rulings; suspension of trading; military operations; terrorist activity; strikes,
                                         or any other condition beyond the Company’s control, including without limitation
                                         extreme market volatility or trading volume; or (vi) any action taken by Company to comply
                                         with applicable laws or the terms of the INX Tokens. The Company is not responsible,
                                         and shall have no liability, for any mutilated, destroyed, lost and stolen INX Tokens.



 


		b)	TO
                                         THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS AND RULES, NONE OF THE TERMS OF THE INX
                                         TOKENS SHALL CAUSE THE COMPANY TO BE, AND THE COMPANY, ITS AFFILIATES, AND ITS CONTROLLING
                                         PERSONS, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS WILL NOT BE, RESPONSIBLE
                                         FOR ANY LOSSES EXCEPT THAT THE COMPANY SHALL BE RESPONSIBLE FOR ANY LOSSES TO THE EXTENT
                                         THAT SUCH LOSSES ARISE FROM THE COMPANY’S GROSS NEGLIGENCE, FRAUD OR WILLFUL MISCONDUCT.
                                         IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, CONTROLLING PERSONS, SHAREHOLDERS, DIRECTORS,
                                         OFFICERS, EMPLOYEES AND AGENTS BE LIABLE TO A HOLDER OF INX TOKENS OR ANY THIRD PARTY
                                         FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES,
                                         OR DAMAGES OF ANY KIND FOR LOST PROFITS OR REVENUES, TRADING LOSSES, INACCURATE DISTRIBUTIONS,
                                         LOSS OF BUSINESS OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES AND
                                         REGARDLESS OF WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHERWISE.



 






    B-7


     


    

 


		c)	EXCEPT
                                         AS EXPRESS SET FORTH IN THIS EXHIBIT B, THE COMPANY AND ITS AFFILIATES MAKE NO
                                         REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO RIGHTS OF INX TOKENS, INCLUDING
                                         THE COMPANY’S WEBSITE, OR THE RESULTS TO BE ACHIEVED BY THE USE THEREOF. THE COMPANY
                                         AND ITS AFFILIATES DISCLAIM ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES INCLUDING,
                                         WITHOUT LIMITATION, INCLUDING WARRANTIES OF QUALITY, PERFORMANCE, NON INFRINGEMENT, MERCHANTABILITY,
                                         OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF
                                         DEALING, COURSE OF PERFORMANCE OR TRADE USAGE. THE COMPANY AND AFFILIATES DO NOT GUARANTEE
                                         THE ACCURACY, QUALITY, SEQUENCE, TIMELINESS, RELIABILITY, PERFORMANCE, COMPLETENESS,
                                         CONTINUED AVAILABILITY, TITLE OR NON-INFRINGEMENT OF ANY DATA OR THIRD PARTY PROVIDER
                                         SERVICES USED IN RELATION TO THE INX TOKENS AND EACH DISCLAIMS ANY EXPRESS OR IMPLIED
                                         WARRANTIES. THE SERVICES TO BE PROVIDED BY THE COMPANY IN CONNECTION WITH THE INX TOKENS
                                         (INCLUDING THE WEBSITE) ARE PROVIDED ON AN “AS-IS”, “AS AVAILABLE”
                                         BASIS WITHOUT WARRANTY OF ANY KIND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS
                                         AND RULES.



 


		19)	No
                                         Claim, Loan or Ownership Interest.



 


Other
than the rights of ownership expressly set forth in this Exhibit B, the holder of Tokens do not have rights of any form with respect
to the Company or its revenues or assets, including, without limitation, any voting, distribution, redemption, liquidation, proprietary
(including all forms of intellectual property) or other financial or legal rights. The Tokens are not indebtedness of Company.


 


		20)	Intellectual
                                         Property.



 


With
its purchase of a Token, Holder understands and agrees that the Company retains all right, title and interest in all of the Company’s
intellectual property contained in the Tokens, including, without limitation, inventions, ideas, concepts, code, discoveries,
processes, marks, methods, software, compositions, formulae, techniques, information and data, whether or not patentable, copyrightable
or protectable in trademark, and any trademarks, copyright or patents based thereon. Holder shall not to use, reverse engineer,
modify, or alter any of the Company’s intellectual property for any reason without the Company’s prior written consent.


 


		21)	Governing
                                         Law; Venue.



 


		a)	The
                                         INX Tokens shall be governed by and construed in accordance with the domestic Laws of
                                         the State of Delaware without giving effect to any choice or conflict of laws provision
                                         or rule (whether of the State of Delaware or any other jurisdiction) that would cause
                                         the application of the Laws of any jurisdiction other than the State of Delaware. EACH
                                         HOLDER OF INX TOKENS HEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENTS TO SUBMIT TO THE
                                         EXCLUSIVE JURISDICTION OF ANY STATE AND FEDERAL COURTS LOCATED WITHIN NEW CASTLE COUNTY,
                                         DELAWARE FOR ANY ACTION, PROCEEDING OR INVESTIGATION (“LITIGATION”) ARISING
                                         OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY (AND AGREES
                                         NOT TO COMMENCE ANY LITIGATION RELATING THERETO EXCEPT IN SUCH VENUES).



 


		b)	EACH
                                         HOLDER OF INX TOKENS IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING
                                         OR COUNTERCLAIM (WHETHER BASED IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING
                                         TO THIS AGREEMENT OR THE ACTIONS OF THE HOLDER IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE
                                         AND ENFORCEMENT OF THE INX TOKENS, EACH HOLDER OF INX TOKENS ALSO WAIVES ANY BOND OR
                                         SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE REQUIRED OF SUCH
                                         ENTITY. EACH HOLDER OF INX TOKENS FURTHER WARRANTS AND REPRESENTS THAT IT KNOWINGLY AND
                                         VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT
                                         MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT
                                         AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT. IN THE EVENT OF
                                         LITIGATION, THIS EXHIBIT B MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE
                                         COURT. BY Agreeing to this provision, EACH
                                         HOLDER OF INX TOKENS will not be deemed to have
                                         waived the company’s compliance with the federal securities laws and the rules
                                         and regulations thereunder.



 


 


 B-8