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as otherwise required by law, subscriptions may not be withdrawn or cancelled by subscribers.


 





	Purchase Price (USD):	[____] (minimum amount: $1000)
	Purchase Price (BTC):	[____] (BTC/USD Exchange Rate: [____])
	Purchase Price (ETH):	[____] (ETH /USD Exchange Rate: [____]))
	Number of INX Tokens (Purchased Tokens):	[____]







 


		*	INX
Tokens are being purchased, sold and transferred in fractional divisions up to five decimal places (0.00001). Sales of INX Tokens
by the Company that would otherwise result in fractional divisions of more than five decimal places have been rounded down.



 






     
 


     


    

 


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 to 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 [------------], 2019, 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 BTC/USD and ETH/USD
exchange rates. 





 


(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, acknowledges 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 acknowledges this Agreement and the terms on which Purchaser is bound.


 






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(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 Purchaser. This agreement to purchase is not
transferable or assignable by 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 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, 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
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 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 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 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 Purchaser, without deduction, offset or interest accrued thereon and this Agreement
shall thereafter be of no further force or effect.










 


(b)
Purchaser acknowledges 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 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 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 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 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. Purchaser acknowledges 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 Purchaser.


 


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


 






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(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 Purchaser without deduction, offset or interest accrued thereon.


 


1.5 Rights
as Holder of Tokens. Purchaser acknowledges 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 acknowledges 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. Purchaser is aware that an investment in the Tokens involves a significant degree of risk, and has received the
Prospectus and, in particular, the “Risk Factors” section therein. 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.


 


2.2
Investor Certification. 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 acknowledges 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. 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.


 






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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.


 


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.


 






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2.6 Suitability,
Experience, and Ability to Bear Risk.


 


(a) Purchaser is aware that certain U.S. states have established suitability standards for purchasers in the Offering and subsequent
purchasers of INX Tokens. Purchaser has received the Prospectus and, in particular, the “Suitability Standards”
section therein. Purchaser meets all applicable suitability standards listed in the “Suitability Standards” section
of the Prospectus.


 


(b) 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 using a digital wallet, 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.


 


(c) 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, 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. 


 


2.8 Purchasing
Site.


 


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


 


(c) Purchaser
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.


 






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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.


 


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.


 






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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)).


 


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.


 






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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”).


 


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.


 






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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 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 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).


 


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.


 






    - 11 - 


     


    

 


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.


 


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. FOR THE AVOIDANCE OF DOUBT, THIS PROVISION DOES NOT ACT AS A WAIVER OF ANY RIGHTS OF A PURCHASER UNDER THE FEDERAL
SECURITIES LAWS, INCLUDING ANY RIGHTS UNDER THE SECURITIES ACT OF 1933, TO THE EXTENT SUCH A WAIVER IS AGAINST PUBLIC POLICY AS
EXPRESSED IN THE ACT OR IS OTHERWISE UNENFORCEABLE.


 






    - 12 - 


     


    

 


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.


 


8.3 Governing
Law; Venue. 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).


 






    - 13 - 


     


    

 


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.


 


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]


 




    - 14 - 


     


    


 


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:	 







 




    - 15 - 


     


    


 


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 12:00 a.m. (GMT) on the date Purchaser submitted this executed INX
Token Purchase Agreement to the Company.



 







Purchaser’s
Digital Wallet


(DELIVERY
OF TOKENS)


 


	Purchaser’s
    Digital Wallet Address:	 	 


 




    - 16 - 


     


    


 


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 on [        ]. 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 Whitelist Database
contains a record of information about individuals and entities that have satisfied the Company’s KYC/AML compliance procedures
and thus are eligible to hold INX Tokens. Such information includes the digital wallet address, name and a KYC Reference ID linking
to KYC filing information. This information is recorded on the Ethereum blockchain in an encrypted format and it is not readable
by the general public. The Company will hold a private key which will enable the Company to add wallet addresses and personal
information to the Whitelist Database.


 


The
“INX Token distributed ledger” references the ledger of holdings 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. The INX Token distributed ledger is updated after each transfer of INX Tokens. Information
from the distributed ledger can be viewed using an Ethereum network block explorer, such as Etherscan.com.


 


		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.



 


		4)	Use
                                         on the INX 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 platforms.



 






    - 17 - 


     


    

 


		a)	INX
                                         Securities Trading Platform. Holders of INX Tokens are entitled to a minimum ten percent
                                         (10%) discount on the payment of transaction fees on the INX Securities trading platform,
                                         as compared to fees paid using other currencies. In addition, 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 subject to change,
                                         as determined from time to time by the INX Securities trading platform.



 


		b)	INX
                                         Digital Trading Platform. Record holders of INX Tokens who hold their INX Tokens
                                         in their private wallets will be eligible to receive a discount on the payment of transaction
                                         fees on the INX Digital cryptocurrency trading platform, by linking their private wallet
                                         with their INX Digital trading platform account. The terms of these promotional incentives
                                         will be subject to change, as determined from time to time by the INX Digital Trading
                                         platform.



 


		5)	Cash
                                         Participation Rights. Commencing in calendar year 2021, 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 40% of the Company’s Adjusted Operating Cash Flow. The distribution will
                                         be made on April 30 of each calendar year, commencing on April 30, 2021, 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
                                         2020 with a payment (if any) occurring on April 30, 2021 to holders of record on March
                                         31, 2021. 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.



 






    - 18 - 


     


    

 


		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)	Procedures.
                                         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, at the election of the holders thereof (as described below), for its pro
                                         rata portion (based upon the number of INX Tokens then outstanding) of the Cash Fund,
                                         if any of the following (each, a Triggering Event”) 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; (ii) any person or entity
                                         becomes the beneficial owner, directly or indirectly, of more than 50% of the outstanding
                                         voting interests of the Company; or (iii) a merger, consolidation, recapitalization or
                                         reorganization of the Company with or into any person or entity 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.



 






    - 19 - 


     


    

 


The
Company will provide each INX Token holder with notice of the occurrence of a Triggering Event, and the holder will have thirty
(30) days from the date such notice is furnished to advise the Company if the holder desires to exchange the INX Tokens held by
such holder for its pro rata portion of the Cash Fund. If the holder does not timely advise the Company of its election to so
exchange its INX tokens, the exchange right described herein will expire, the holder will retain the INX Tokens held by such holder,
and the holder will have no further rights to the Cash Fund, except as provided in Section 7 of this Exhibit B.


 


		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.



 






    - 20 - 


     


    

 


		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. 



 


		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. 



 






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		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. INX Tokens may be purchased, sold and transferred in fractional divisions
                                         to eighteen decimal places (0.000000000000000001). Sales of INX Tokens by the Company
                                         that would otherwise result in fractional divisions of more than five decimal places
                                         will be rounded down to five decimal places.



 


		14)	Amendment
                                         or Modification; Replacement. 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. The Company may, at its sole discretion, replace the INX Tokens, the INX
                                         Token smart contract and the INX Token distributed ledger and distribute new blockchain
                                         assets (“Replacement Tokens”) that may be programmed using a different smart
                                         contract and using a different ledger of ownership (collectively, a “Replacement”);
                                         provided, however, that (x) the registered holders of the INX Tokens (or any Replacement
                                         Tokens) immediately prior to a Replacement receive one Replacement Tokens for each INX
                                         Token held by the registered holder; (y) all Replacement Tokens distributed pursuant
                                         to this Section 14 of Exhibit B shall have all the rights as are expressly
                                         set forth on this Exhibit B, subject to the terms hereof (except to the extent
                                         it is expressly modified by the terms of this Section 14 of Exhibit B);
                                         and (z) immediately following the distribution of Replacement Tokens as part of a Replacement,
                                         the INX Tokens (or previously distributed Replacement Tokens) will be void, will no longer
                                         represent the rights associated with this Exhibit B and any attempted or purported
                                         transfer of such INX Tokens will be void and without effect. 



 


		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 (as hereinafter defined).



 


		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.



 






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		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.



 


		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.
                                         FOR THE AVOIDANCE OF DOUBT, THIS PROVISION DOES NOT ACT AS A WAIVER OF ANY RIGHTS OF
                                         A PURCHASER UNDER THE FEDERAL SECURITIES LAWS, INCLUDING ANY RIGHTS UNDER THE SECURITIES
                                         ACT OF 1933, TO THE EXTENT SUCH A WAIVER IS AGAINST PUBLIC POLICY AS EXPRESSED IN THE
                                         ACT OR IS OTHERWISE UNENFORCEABLE.



 






    - 23 - 


     


    

 


		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 acknowledges 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).



 


 


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