Exhibit 10.4


 


Horn & Co. Draft, June 19, 2018


 


AMENDED AND RESTATED CONSULTANCY AGREEMENT


 


THIS AMENDED AND RESTATED CONSULTANCY AGREEMENT
(this “Agreement”) is made as of June 25, 2018 and effective as of the Effective Date, by and between INX Ltd.,
a company organized under the laws of Gibraltar (the “Company”) and TRIPLE-V (1999) Ltd. (the “Consultant”)
(the Company and the Consultant shall sometimes be referred to, each as a “Party” and collectively, as the “Parties”).


 


	WHEREAS,	the Parties entered into an Agreement dated as of the Effective
    Date (the “First Agreement”); and
	 	 
	WHEREAS,	the Parties wish to amend the First Agreement and replace it in
    its entirety with this Amended and Restated Agreement (the “Agreement”), such that this Agreement shall,
    commencing as of the Effective Date, replace any previous agreement, whether oral or written, between the Parties or anyone
    on their behalf in connection with the subject matter; and
	 	 
	WHEREAS,	the Company is engaged, inter alia, in the development
    of a unique marketplace for virtual currency exchange and related technologies (the “Technology”); and
	 	 
	WHEREAS,	the Consultant is an Israeli private company, wholly owned by Mr.
    Shy Datika, a founding member of the Company, (“SD”); and
	 	 
	WHEREAS,	the Company desires to engage the Consultant and the Consultant desires to serve the Company as a consultant, on the terms and conditions hereinafter set forth.


 


NOW, THEREFORE, based on the representations
contained herein and in consideration of the mutual promises and covenants set forth herein, the Parties agree as follows:


 


		1.	Services



 


		1.1.	Commencing
                                         as of October 1, 2017 (the “Effective Date”), the Consultant will
                                         perform such services and will have such duties, authorities and responsibilities, as
                                         delegated by and instructed by the Board of Directors of the Company (the “Board
                                         of Directors”), and be reporting directly to the Board of Directors. Such services,
                                         together with any other services and tasks assigned to the Consultant by the Board of
                                         Directors, from time to time shall be referred to herein as the “Services”.
                                         The Consultant shall serve in such position until such time as the Board of Directors,
                                         at its sole discretion, determines otherwise and/or appoints another person to such position.



 


		1.2.	The Services shall, at all times, be provided solely
by SD, on behalf of the Consultant. The Consultant confirms that SD has the requisite qualifications, knowledge and experience
to perform the Services. The Consultant acknowledges that the provision of the Services solely by SD, on behalf of the Consultant,
is a fundamental term of this Agreement.



 


		1.3.	The Consultant acknowledges
and agrees that the performance of the Services hereunder may require international travel by Consultant at the Company’s
request.



 




     


     


    

 


		1.4.	The execution and delivery of this Agreement and the
fulfillment of the terms hereof will not constitute a default under or breach of any agreement and/or undertaking and/or other
instrument to which the Consultant is a party, and do not require the consent of any person or entity which has not been obtained
prior to the execution hereto.



 


		1.5.	The Consultant represents and warrants that it shall
comply with all applicable laws and regulations in the performance the duties and obligations hereunder.



 


		2.	Representations
                                         and Warranties



 


Without derogating from the above, the Consultant
hereby represents and warrants to the Company as follows:


 


		2.1.	This Agreement constitutes the legal, valid and binding
obligation of the Consultant enforceable against it in accordance with its terms.



 


		2.2.	Neither the execution and delivery of this Agreement
nor the provision of the Services to the Company by the Consultant, will conflict with or constitute a default under any prior
employment agreement, contract, or other similar instrument to which the Consultant is a party or by which the Consultant is bound
(including, but not limited to, non-compete undertakings).



 


		3.	Compensation



 


As full consideration for the Services during the
Term on this Agreement, the Consultant shall be entitled to the Monthly Fee as set forth below:


 


		3.1.	Monthly
                                         Fee. Until the ICO Effective Date, the Consultant shall not be entitled to any fee
                                         in consideration for his Services. Subject to and following the ICO Effective Date, the
                                         Company shall pay the Consultant a monthly consulting fee which shall be further agreed
                                         upon in writing by the Consultant and the Company and be adjusted from time to time in
                                         accordance with the provisions hereof (the “Monthly Fee”).



 


		3.1.	A Notwithstanding the provisions of Section 3.1 above:
(i) a Monthly Fee, in the amount of US$ 12,000, shall be paid to the Consultant by the Company commencing as of May 1, 2018; and
(ii) a one-time bonus payment in the amount of US$ 250,000 shall be paid to the Consultant subject to and following the ICO Effective
Date.



 


		3.2.	The
                                         Parties acknowledge that the Company contemplates to initiate an initial coin offering
                                         for issuance of its tokens (the “ICO” and the “Tokens”).



 


		3.3.	For the purpose of this Section 3, the ICO Effective Date
shall mean: 6 months after declaration by the SEC of the effectiveness of the ICO.



 


		3.4.	Expenses. Without derogating from the above, the
Company shall reimburse the Consultant for all out-off pocket expenses reasonably required in the performance of the Services
under this Agreement. Reimbursement as aforementioned shall be paid within thirty (30) days of receipt by the Company of an invoice
and expense report (including receipts) by the Consultant. Reimbursement for extraordinary expenses, including travel expenses,
shall be subject to the advance approval of the Company of the necessity for and the reasonableness of such expenses, provided
that international travel expenses will be paid in advance.



 




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		4.	Proprietary
                                         Rights



 


		4.1.	The
                                         Consultant agrees and declares that the Technology and any and all products, improvements,
                                         derivations, materials, processes, techniques, know how and/or proceeds and any and all
                                         inventions, ideas, discoveries, concepts, works of authorship, designs, data results
                                         or initiatives conceived, conducted, developed, reduced to practice, compiled, created,
                                         written, authored, made and/or produced by the Consultant, alone or jointly with others,
                                         pursuant to, in connection with, resulting or arising from this Agreement and/or the
                                         provision of the Services to the Company, or trade secrets of the Company, whether within
                                         the scope of the provision of the Services hereunder to the Company or otherwise and
                                         whether during the Term of this Agreement, prior thereto or thereafter, directly or indirectly
                                         related to the Technology of the Company as currently conducted and/or proposed to be
                                         conducted (the “Inventions”) and any and all right, title and interest
                                         in and to the Inventions, including without limitation, all patents, copyrights, trademarks,
                                         trade names, moral rights and other intellectual, industrial and/or proprietary rights
                                         and applications, extensions and renewals thereof (together with the Inventions, the
                                         “Proprietary Rights”), shall be the sole and exclusive property of
                                         the Company, its successors and assigns (for the purpose of this Section 4, collectively,
                                         the “Company”), and that the Consultant will not have any rights or
                                         title whatsoever thereto. All works authored by the Consultant pursuant to this Agreement,
                                         including, without limitation, the Inventions, shall be deemed “works made for
                                         hire”.



 


		4.2.	If and to the extent the Company’s sole and exclusive
ownership of the Proprietary Rights, in whole or in part, is not recognizable for any reason whatsoever, the Consultant hereby
irrevocably transfers and assigns to the Company, solely and exclusively, all its rights, title and interest now and hereafter
acquired in and to all Proprietary Rights (without any payments, liabilities or restrictions to any person or third party) in
any and all media now known or hereafter devised, and all claims and causes of action of any kind with respect to any of the foregoing,
throughout the world in perpetuity, and, when not otherwise assignable herein, agrees and undertakes to assign in the future to
the Company all right, title and interest in and to any and all such Proprietary Rights (and all proprietary rights with respect
thereto) and further undertakes to execute all necessary documentation and take all further action as may be required in order
to perform such assignment, at the Company’s expense.



 


		4.3.	In the event that pursuant to any applicable law the Consultant
retains any rights in and to the Proprietary Rights that cannot be assigned to the Company, the Consultant hereby unconditionally
and irrevocably waives the enforcement of all such rights, and all claims and causes of action of any kind with respect to any
of the foregoing and agrees, at the request and expense of the Company, to consent to and join in any action to enforce such rights
and to procure a waiver of such rights from the holders of such rights, if any.



 




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		4.4.	In the event that the Consultant
retains any rights in and to Proprietary Rights that cannot be assigned to the Company and cannot be waived, the Consultant hereby
grants the Company an exclusive, perpetual, worldwide, royalty-free license to exploit, use, develop, perform, modify, change,
reproduce, publish and distribute, with the right to sublicense and assign such rights, and all claims and causes of action of
any kind with respect to any of the foregoing, in and to the Proprietary Rights, in any way the Company sees fit and for any purpose
whatsoever. Without derogating from the above, the Consultant hereby forever waives and agrees never to assert any and all rights
of paternity or integrity, any right to claim authorship of any Invention, to object to any distortion, mutilation or other modification
of, or other derogatory action in relation to any Invention, whether or not such would be prejudicial to its honor or reputation,
and any similar right, existing under judicial or statutory law of any country in the world, or under any treaty, even after termination
of its work on behalf of the Company.



 


		4.5.	Without derogating from the above, any and all material
(including, without limitation, software, designs, documentation, memoranda, notes, reports, manuals, patterns, programs, specifications,
prototypes, formulas, drawings, records, data or other technical or proprietary information), and any copies or abstracts thereof,
whether or not of a secret or confidential nature, furnished to the Consultant by the Company or conceived, conducted, developed,
reduced to practice, compiled, created, written, authored, made and/or produced by the Consultant, alone or jointly with others,
pursuant to, in connection with, resulting or arising from this Agreement and/or the provision of Services to the Company, or
trade secrets of the Company, whether within the scope of the consultancy with the Company or otherwise and whether during the
Term of this Agreement, prior thereto or thereafter, directly or indirectly related to the Technology of the Company as currently
conducted and/or proposed to be conducted, is and shall remain the sole and exclusive property of the Company. Such property while
in the Consultant’s custody or control shall be maintained in good condition at the Consultant’s expense.



 


		4.6.	The Consultant will promptly disclose to the Company fully
and in writing all Inventions.



 


		4.7.	The Consultant hereby agrees and undertakes to provide
the Company or any person designated by the Company all such information, to execute all necessary documentation and to take all
further action as may be required to perfect the rights referred to herein, including, without limitation, any assignment of rights
to the Company or the obtaining or enforcing any intellectual property rights, if applicable, in any and all countries, provided,
that the Company will compensate the Consultant at a reasonable rate for time or expenses actually spent by it at the Company’s
request on such assistance. Without derogating from any of the Consultant’s obligations hereunder, the Consultant hereby
appoints any officer of the Company as its duly authorized agent to execute, file, prosecute and protect the same before any government
agency, court or authority.



 


		4.8.	The Consultant’s undertakings in this Section 4 shall
remain in full force and effect after termination or expiration of this Agreement for any reason whatsoever or any renewal thereof.



 




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		4.9.	Company acknowledges that the Consultant has further engagements
in the field of engagement of the Company, not related to its Services hereunder and that nothing contained herein shall be interpreted
as preventing the Consultant from engagement in other activities related to virtual coins outside the scope of the Technology
and without using Confidential Information of the Company.



 


		5.	Indemnification



 


		5.1.	The Consultant is an independent contractor and it and
its employees and consultants do not and shall not represent themselves to be the agents, employees, partners or joint ventures
of the Company. Nothing in this Agreement shall be interpreted or construed as creating or establishing any partnership, joint
venture, employment relationship, franchise or agency or any other similar relationship between the Company and the Consultant
or any of its employees and consultants and neither party shall be held liable for the debts or obligations of the other.



 


		5.2.	The Consultant hereby undertakes to indemnify and reimburse
the Company for any amounts claimed or levied on the Company (including related costs and expenses) due to taxes, social insurance
payments, pension payments, health insurance and any other such payments resulting from any payment made by the Company to the
Consultant under this Agreement.



 


		5.3.	Without
                                         derogating from the above, in the event that, notwithstanding the Parties’ representations
                                         and undertakings hereunder, the Consultant or anyone on its behalf, shall claim, or a
                                         court of competent jurisdiction shall determine, the existence of employer-employee relationship
                                         between the Consultant and the Company, then the following provisions shall apply: (i)
                                         the Consultant’s monthly salary for such claimed or determined period of employer-employee
                                         relationship shall be equal to 70% (seventy percent) of the sum of the Monthly Fee and
                                         expenses reimbursement due to the Consultant as consideration for the Services hereunder
                                         (for the purposes of this Section 5.3, the “Monthly
                                         Salary”); and (ii) the Monthly Salary
                                         shall be deemed to constitute all of the Company’s liabilities and obligations
                                         towards the Consultant, of any source or origin, with respect to and in connection with
                                         said employer-employee relationship, except for such rights with respect to which global
                                         compensation may not be determined pursuant to applicable law; The Company shall be entitled
                                         to set-off any amount due to it pursuant to this Section 5.3 from any amount due to Consultant
                                         pursuant to this Agreement.



 


		6.	Confidentiality



 


		6.1.	The Consultant represents and warrants that it will keep
the terms and conditions of this Agreement strictly confidential and will not disclose it or provide a copy of this Agreement
or any part thereof to any third person unless and to the extent required by applicable law.



 




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		6.2.	Any
                                         and all information and data of a proprietary or confidential nature concerning the business
                                         or financial activities of the Company or its technology, including, without limitation,
                                         the Technology, or products (whether current or future), whether in oral, written, graphic,
                                         machine-readable form, or in any other form, including, without limitation, proprietary,
                                         business, financial, technical, development, product, marketing, sales, price, operating,
                                         performance, cost, know-how and process information, trade secrets, patents, patent applications,
                                         copyrights, ideas and inventions (whether patentable or not), and all record bearing
                                         media containing or disclosing such information and techniques, disclosed to or otherwise
                                         acquired by the Consultant in connection with this Agreement and any and all Proprietary
                                         Rights (collectively, “Confidential
                                         Information”) is
                                         and shall remain the sole and exclusive property of the Company.



 


		6.3.	At all times, both during the term of this Agreement and
thereafter, the Consultant: (i) will keep the Confidential Information strictly confidential and will not disclose it, or any
part thereof, provide any documentation with respect thereto, or any part thereof, directly or indirectly, to any third party,
without the prior written consent of the Company or unless and to the extent required by applicable law; and (ii) will not use
any Confidential Information or anything relating to it without the prior written consent of the Company, except and to the extent
as may be necessary in the ordinary course of performing its duties and obligations hereunder and in the best interests of the
Company. Notwithstanding the foregoing, the Consultant shall not be obligated to maintain the confidentiality of the Confidential
Information which: (i) is or becomes a matter of public knowledge through no fault of the Consultant; (ii) is authorized, in writing,
by the Company for release; (iii) was lawfully in the Consultant’s possession before receipt from the Company, as evidenced
by the Consultant through written documentation; (iv) is lawfully received by the Consultant from a third party without a duty
of confidentiality; or (v) reflects information and data generally known within the industries or trades in which the Company
transacts business.



 


		6.4.	At all times, both during the term of this Agreement and
thereafter, the Consultant will keep in trust all Confidential Information. In the event of the termination of this Agreement
for any reason, or upon the Company’s earlier request, the Consultant will promptly deliver to the Company all materials
referred to herein and the Consultant shall not retain or take any materials, or any reproduction thereof containing or pertaining
to Confidential Information.



 


		6.5.	The Consultant recognizes that the Company received and
will receive confidential or proprietary information from third parties, subject to a duty on the Company’s part to maintain
the confidentiality of such information and to use it only for certain limited purposes. At all times, both during the Term of
this Agreement and after its termination, the Consultant undertakes to keep any and all such information in strict confidence
and trust, and it will not use or disclose any of such information without the prior written consent of the Company, except as
may be necessary to perform its duties hereunder and consistent with the Company’s agreement with such third party. Upon
termination of this Agreement, the Consultant shall act with respect to such information as set forth in Section 6.4.



 




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		7.	Term and Termination



 


		7.1.	This
                                         Agreement shall be in effect as of the Effective Date and shall continue in full force
                                         and effect for an undefined period, unless and until terminated as hereinafter provided
                                         (the “Term”).



 


		7.2.	This
                                         Agreement may be terminated by either Party by thirty (30) days prior written notice
                                         to the other Party. Each of such prior notice periods shall be referred to as the “Notice
                                         Period”, as applicable.



 


		7.3.	In the event that a notice of termination is delivered
by either Party hereto, the following shall apply:



 


(i) During
the Notice Period, the Consultant, shall be obligated to continue to provide the Services to the Company.


 


(ii) Notwithstanding
the provisions of Section 7.3 (i) above to the contrary, by notifying the Consultant concurrently with or at any time after a notice
of termination is delivered by either party hereto, Company shall be entitled to waive the receipt of all or part of the Services
during the Notice Period. Notwithstanding the foregoing, the Company shall pay the Consultant the Monthly Fee until the end of
the Notice Period.


 


For the removal of doubt, it is clarified that as
of the time in which the Consultant discontinues to provide the Services, it shall immediately return to Company any and all equipment.


 


		7.4.	Notwithstanding
                                         anything to the contrary herein, the Company may terminate this Agreement at any time,
                                         effective immediately, without need for prior written notice, and without derogating
                                         from any other remedy to which the Company may be entitled, for Cause. For the purposes
                                         of this Agreement, the term “Cause”
                                         shall mean, but shall not be limited to: (i) a material breach by Consultant of
                                         any term of this Agreement; (ii) any breach by Consultant of its fiduciary duties to
                                         the Company, including, without limitation, any material conflict of interest for the
                                         promotion of Consultant’s benefit; (iii) Consultant fraud, felonious conduct or
                                         dishonesty; (iv) Consultant’s embezzlement of funds of the Company; (v) any conduct
                                         by Consultant which is materially injurious to the Company, monetary or otherwise; (vi)
                                         Consultant’s conviction of any felony; (vii) Consultant’s misconduct, gross
                                         negligence or willful misconduct in performance of its duties and/or responsibilities
                                         hereunder; or (viii) Consultant’s refusal to perform its duties and/or responsibilities
                                         hereunder for any reason other than illness or incapacity, or Consultant’s disregard
                                         or insubordination of any lawful resolution and/or instruction of the Board of Directors
                                         or executive management of the Company with respect to Consultant’s duties and/or
                                         responsibilities towards the Company.



 


		7.5.	Upon termination of this Agreement, the Consultant shall
cooperate with the Company and use its best efforts to assist the integration into the Company’s organization of the person
or persons who will assume the Consultant’s responsibilities. At the option of the Company, the Consultant shall, during
such period, either continue with its duties or remain absent from the premises of the Company, subject to applicable law.



 




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		8.	Survival



 


The provisions of Sections 4, 5 and 6 shall survive
the termination of this Agreement for any reason whatsoever or any renewal thereof.


 


		9.	Notices



 


		9.1.	Any and all notices and communications in connection
with this Agreement shall be in writing, addressed to the addresses provided by the Parties hereunder.



 


		9.2.	All notices shall be given by registered mail (postage
prepaid), or otherwise delivered by hand or by messenger to the Parties’ respective addresses as above or such other address
as may be designated by notice. Any notice sent in accordance with this Section 9 shall be deemed received: (i) if sent by registered
mail, upon 3 (three) days of mailing, and (ii) if sent by messenger, upon delivery.



 


		10.	Miscellaneous.



 


		10.1.	Headings; Interpretation. Section headings contained
herein are for reference and convenience purposes only and shall not in any way be used for the interpretation of this Agreement.



 


		10.2.	Entire Agreement. This Agreement constitutes the
entire agreement between the Parties with respect to the subject matters hereof and supersedes all prior agreements, understandings
and arrangements, oral or written, between the Parties with respect to the subject matters hereof.



 


		10.3.	Amendment; Waiver. No provision of this Agreement
may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the
Consultant and the Company. No waiver by either Party at any time to act with respect to any breach or default by the other Party
of, or compliance with, any condition or provision of this Agreement to be performed by such other Party shall be deemed a waiver
of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.



 


		10.4.	Governing Law; Jurisdiction. This Agreement shall
be governed by and construed and enforced in accordance with the laws of England and Wales. Any dispute arising out of, or relating
to this Agreement, its interpretation or performance hereunder, shall be finally settled under the Rules of Arbitration of the
International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. Such arbitration process
shall take place in London, England, and be held in English unless otherwise agreed in writing by the Parties.



 




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		10.5.	Severability. The
provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect
the validity or enforceability of the other provisions hereof. If any part of this Agreement is determined to be invalid, illegal
or unenforceable, such determined shall not affect the validity, legality or enforceability of any other part of this Agreement;
and the remaining parts shall be enforced as if such invalid, illegal, or unenforceable part were not contained herein, provided,
however, that in such event this Agreement shall be interpreted so as to give effect, to the greatest extent consistent with
and permitted by applicable law, to the meaning and intention of the excluded provision as determined by such court of competent
jurisdiction.



 


		10.6.	Successors and Assign; Assignment. This Agreement
shall be binding upon and shall inure to the benefit of the Company, its successors and assigns. Neither this Agreement or any
of the Consultant’s rights, privileges, or obligations set forth in, arising under, or created by this Agreement may be
assigned or transferred by the Consultant without the prior consent in writing of the Company, except by will or by the laws of
descent and distribution



 


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IN WITNESS WHEREOF, the parties hereto have executed this Amended and Restated Consultancy Agreement as
of the date first above-mentioned.


 


	/s/ James Crossley	 	/s/ Shy Datika
	INX LTD.	 	TRIPLE-V (1999) LTD.
	 	 	 
	By: 	James Crossley, Director	 	By: 	Shy Datika, Director
	 	 	 
	Date: 25 June 2018	 	Date: 25 June 2018


 


 




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