Exhibit 10.21


  


	 	
         

        INX Limited

        1.02 World Trade Center

        6 Bayside Road

        GX11 1AA, Gibraltar



 





 



 


	 	September 21, 2018


 


	To:	 
	Thomas Lewis	-Via Email-


 


Re: Invitation to
serve as a Member of the Board of Directors of INX Ltd.


 


Dear Tom,


 


We are pleased to invite
you to serve as a member of the Board of Directors (the “Board”) of INX Ltd., a company incorporated under
the laws of Gibraltar (the “Company”), under the terms set forth below:


 


		1.	As a member of the Board you will (the “Services”):



 


		●	assist, guide and contribute from your expertise in steering the Company’s operations;



 


		●	agree to the use of your credentials, photo and bio on the Company’s website
and other promotional and marketing materials at the sole discretion of the Company (including without limitation, in connection
with the regulated public offering of Tokens contemplated by the Company (the “RCO”) and all other commercial and technological
activities and operations of the Company and its affiliates);



 


		●	assist the Company in developing key contacts, including with potential clients,
business partners, and investors, for its benefit to accelerate and further enable its R&D, business development, marketing
and financing efforts using your professional experience, knowledge, and business and personal contacts;



 


		●	support the Company in its interactions with third parties such as potential
strategic partners that can help accelerate development of fund raising activities to support the execution of the Company’s
R&D plan, business development operations and financing efforts;



 


		●	participate in various meetings of the Board and its committees, in person
or via remote communication, as shall be instructed by the Board (which are expected to be held by phone on a monthly basis and
in person or via video conference on a quarterly basis). In addition, the Company wishes that you will be available for ongoing
consultation on a regular basis. Provided that such consultation shall consist of no less than: (i) ten (10) hours per calendar
month; or (ii) sixty (60) hours per each consecutive period of six (6) calendar months;



 


		●	assist the Company in presenting relevant information during marketing meetings
with prospective strategic clients, as well as in meetings with prospective investors and strategic partners;



   




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		2.	In consideration for
                                         the Services you will be paid a monthly fee (the “Fee”) in the amount
                                         of US$ 1,500, which will be paid within 14 days following the end of each calendar month
                                         of Services against a valid invoice. Additionally, upon and subject to the RCO Effective
                                         Date, you will be entitled to the right to purchase 350,000 INX Tokens generated and
                                         issued by the Company (the “Tokens”) in consideration for US$ 0.01
                                         per each Token and to a monthly issuance of 3,500 Tokens per month of Services following
                                         the RCO Effective Date, in consideration for US$ 0.01 per each Token. For the purpose
                                         of this Letter, the RCO Effective Date shall mean: 6 months after declaration by the
                                         SEC of the effectiveness of the RCO.



 


		3.	The Company will reimburse you for all necessary and reasonable
travel and business expenses you incur in connection with your duties as a member of the Board, provided that such expenses have
been approved by the Company in advance and are properly itemized and documented, and according to applicable Company policies
from time to time.



 


		4.	You shall be solely responsible to pay all taxes, levies,
social benefits, insurance payments and any other payments required by law in connection with your engagement with the Company
(including, inter alia, in connection with the Fee and the Tokens) provided, however, that the Company shall be entitled
to withhold, deduct or set-off any amounts due, as may be required by, and subject to, applicable law, from any payments due to
you hereunder (including the Tokens) or in connection with this Letter.



 


		5.	As a member of the Board, you will be covered by the directors’
and officers’ insurance policy of the Company (pursuant to the terms thereof).



 


		6.	It is hereby clarified that you shall perform the Services
as an independent contractor (and not as an agent, employee or representative of the Company).



 


		7.	The Company’s technology, trade secrets,
                                         business plans, financial information and any other proprietary information, including
                                         technical, business and financial information provided to you by the Company (“Confidential
                                         Information”) shall be kept in strict confidence and you shall be subject to
                                         the following obligations:



 


		●	You shall use the Confidential Information received solely in furtherance
of the business of the Company;



 


		●	You shall further refrain from copying or disclosing to
any third party, the Confidential Information received, except with the Company’s prior written consent; and



 


		●	Upon the written request of the Company, promptly destroy
or return any and all copies on any media containing such Confidential Information, except that you may keep one (1) copy thereof for the purpose of complying
with the terms of this Letter.



   




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The confidentiality obligations
of this Letter shall not apply to any information that you can document (a) is already in the public domain through no breach of
this Letter; (b) was, as between the parties, lawfully in your possession prior to receipt from the Company; (c) is independently
developed by you without use of the Confidential Information; or (d) you are obligated to produce pursuant to an order of a court
of competent jurisdiction or a valid administrative or Congressional subpoena, provided that you promptly notify Company and cooperate
reasonably with Company’s efforts to contest or limit the scope of such order.


 


No patent, copyright, trademark
or other proprietary right or license is granted by this Letter or the disclosure of the Confidential Information.


 


This confidentiality undertaking
shall be perpetual, until such time as the Confidential Information shall have become public domain through no fault by you.


 


		8.	All intellectual property rights made by you in and during
the performance of the Services or directly result from the Confidential Information shall be sole property of the Company, it
being clear that intellectual property made by you for Noble4Advisors is excluded from this clause, and shall be the sole property
of Noble4Advisors.



 


		9.	The Company shall be entitled to disclose the fact that
you are a member of the Board at any time and refer any potential investor in the Company to you.



 


		10.	This Letter shall be exclusively governed by and construed
in accordance with the laws of Gibraltar.



 


		11.	This Letter shall be in effect as of September 28, 2018
and may be terminated by either the Company or yourself at any time and for any reason, upon written notice with immediate effectiveness.



 


	 	Sincerely yours, 
	 	 
	 	INX Ltd.


 


Agreed and Accepted:


  


	/s/ Thomas Lewis	 
	Thomas Lewis	 


 


 


September 28, 2018


  








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