Exhibit 10.26


 


SUBSCRIPTION ESCROW AGREEMENT


 


Subscription Escrow Agreement, dated as
of January 9, 2020 (the “Agreement”), between Metropolitan Commercial Bank, a New York State-chartered bank
with its principal corporate office at 99 Park Ave., New York, NY 10016 (the “Escrow Agent”), and INX Limited,
a Gibraltar private company limited by shares, with its principal office at 6 Bayside Road, 1st Floor – Unit 1.02,
GX11 1AA Gibraltar (the “Company”).


 


WHEREAS, pursuant
to the terms of that certain Token Purchase Agreement (as the same may be amended from time to time, the “Purchase Agreement”)
to be entered into by and between the Company and each subscriber named therein (collectively, the “Subscribers”),
the Company intends to offer for sale (the “Offering”) INX Tokens (as defined in the Purchase Agreement) in
a public offering registered under the Securities Act of 1933, as amended;


 


WHEREAS, the
Company proposes to engage the Escrow Agent for the purpose of receiving, depositing and holding in a non-interest-bearing account
all USD funds delivered to the Escrow Agent on behalf of Subscribers in connection with the sale of the INX Tokens until such time
as such funds are to be released to the Company or returned to the Subscribers in accordance with this Agreement;


 


WHEREAS, the
Escrow Agent has agreed to act as escrow agent in connection with the proposed subscription for and sale of the INX Tokens, subject
to the terms of this Agreement; and


 


WHEREAS, capitalized
terms used and not defined herein have the respective meanings ascribed thereto in the Purchase Agreement to which the Company
is a party.


 


NOW, THEREFORE,
for and in consideration of the premises and for other good and valuable consideration, the receipt of which is hereby acknowledged,
the parties hereto hereby agree as follows:


 


Section 1.Establishment of
Escrow Account; Deposits.


 


(a) The
Escrow Agent shall promptly (and, in any case, on or prior to January 15, 2020) cause to be opened a non-interest-bearing escrow
account, which escrow account shall be entitled INX Limited Subscribers - Escrow Account (the “Escrow Account”)
for the purpose of holding in trust all such funds for the Subscribers. Wire transfers to the Escrow Account shall be made in U.S.
Dollars transferred as follows:


 


	 	Beneficiary Name:	XXXXXX
	 	Beneficiary Address:	XXXXXX
	 	 	 
	 	ABA#	XXXXXX
	 	SWIFT Code:	XXXXXX
	 	Account #	XXXXXX
	 	Bank Name:	Metropolitan Commercial Bank
	 	Bank Address:	1359 Broadway, New York, NY 10018


 




     


     


    

  


(b) On
the terms and conditions of this Agreement, the Escrow Agent shall deposit funds received from the Subscribers, and the funds remitted
to the Escrow Agent by the Company on behalf of the Subscribers, into the Escrow Account. The collected funds deposited into the
Escrow Account are herein referred to as the “Escrow Funds.” The Escrow Account and the Escrow Funds shall be
the property of the Subscribers at all times until the release of the Escrow Funds from the Escrow Account in accordance with Section
2. The Escrow Funds shall not constitute property of the Company unless released from the Escrow Account to the Company in accordance
with Section 2.


 


(c) The
Escrow Agent shall hold the Escrow Funds in the Escrow Account, the Escrow Agent shall not place the Escrow Funds into any form
of an investment and the Escrow Agent shall hold all Escrow Funds free from any lien, claim, or offset of Escrow Agent, except
as otherwise expressly set forth herein.


 


(d) The
Escrow Agent does not have any interest in the Escrow Funds deposited hereunder but is serving as escrow holder only and only has
possession thereof.


 


Section 2.Disbursements from
the Escrow Funds.


 


(a) If
Escrow Agent has not received written notice (see Exhibit A) that a closing of the INX Tokens has occured on or before 5 p.m.,
New York City time, on the date that is 335 days after the registration statement pursuant to which the INX Tokens are sold (the
“Registration Statement”) is declared effective (the “Effective Date”), the Escrow Agent shall deliver
a written notice to each Subscriber (the “Notice to Subscribers”) stating that (i) a closing of the INX Tokens
has not occurred and (ii) if a closing of the INX Tokens does not occur prior to 5 p.m., New York City time, on the date that is
365 days after the Registration Statement is declared effective (the “Termination Time”), the respective portion
of the Escrow Funds shall promptly, and in no event more than ten (10) days following the Termination Time, be returned to each
Subscriber pursuant to the wiring instructions specified in such Subscriber’s Purchase Agreement, without interest and without
deduction, penalty or expense to the Subscriber.


 


(b) If
a closing of the INX Tokens does not occur on or before the Termination Time, the Escrow Agent shall terminate the Escrow Account
and remit the funds paid into the Escrow Account on behalf of each Subscriber in accordance with the procedures provided in Section
2(a). The Escrow Agent shall notify the Company of the distribution of such funds to the Subscribers.


 


(c) Upon
the Company’s written notice instructing the Escrow Agent, which notice the Company may submit to the Escrow Agent at any
time on or before the Termination Time at the Company’s sole discretion, the Escrow Agent shall terminate the Escrow Account
and remit the funds paid into the Escrow Account on behalf of each Subscriber in accordance with the same procedures as provided
in Section 2(b).


 




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(d) After
$5,000,000 is received in the Escrow Account on or before the Termination Time, provided that the other conditions precedent to
the issuance of the INX Tokens have been satisfied, the Company shall provide written instructions to the Escrow Agent in substantially
the form of Exhibit A or otherwise in form and substance reasonably satisfactory to the Escrow Agent (the “Escrow
Release Notice”) and the Escrow Agent shall release all of the Escrow Funds held in the Escrow Account in the manner
described in such Escrow Release Notice. Such payment shall be made by wire transfer within one Business Day (as defined below)
of the Escrow Agent’s receipt of the Escrow Release Notice.


 


(e) The
Company shall pay or reimburse the Escrow Agent immediately upon request for any transfer taxes or other taxes relating to the
Escrow Funds incurred in connection herewith and shall indemnify and hold harmless the Escrow Agent any amounts that it is obligated
to pay in the way of such taxes. This paragraph shall survive notwithstanding any termination of this Escrow Agreement or the resignation
of the Escrow Agent.


 


Section 3.Termination of
Escrow.


 


In the event of the
release of all Escrow Funds in accordance with Section 2, this Agreement shall terminate and the Escrow Agent shall be relieved
of all responsibilities in connection with the escrow deposits provided for in this Agreement, except claims which are occasioned
by its gross negligence or willful misconduct. Notwithstanding any statement to the contrary, the provisions of Sections 4, 5 and
8 shall survive termination of this Agreement and/or the resignation or removal of the Escrow Agent.


 


Section 4.Compensation of
Escrow Agent.


 


(a) At
the time of execution of this Agreement the Company shall pay the Escrow Agent the fees set forth in the fee schedule attached
hereto as Schedule I (the “Fee Schedule”) for any and all services rendered by Escrow Agent hereunder.


 


(b) The
Company shall reimburse the Escrow Agent upon request for all reasonable expenses, disbursements, and advances incurred or made
by the Escrow Agent in implementing any of the provisions of this Agreement or serving as the Escrow Agent hereunder, including
reasonable compensation and the expenses and disbursements of its counsel, except any such expense, disbursement, or advance as
may arise from its gross negligence or willful misconduct.


 


Section 5.Responsibilities
of Escrow Agent; Notices.


 


(a) The
Escrow Agent shall be under no duty to enforce payment of any subscription which is to be paid to and held by it.


 


(b) The
Escrow Agent shall be under no duty to accept funds, checks, drafts or instruments for the payment of money from anyone other than
the Company and the Subscribers or to give any receipt therefor except to the Company and the Subscribers.


 




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(c) The
Escrow Agent shall be obligated to perform only such duties as are expressly set forth in this Agreement. No implied covenants
or obligations shall be inferred from this Agreement against the Escrow Agent, nor shall the Escrow Agent be bound by the provisions
of any agreement among the Company and the Subscribers beyond the specific terms hereof.


 


(d) The
Escrow Agent shall not be liable hereunder except for its own gross negligence or willful misconduct and the Company agrees to
indemnify the Escrow Agent for and hold it harmless as to any loss, liability, or expense, including reasonable attorney's fees
and expenses, incurred without gross negligence or willful misconduct on the part of the Escrow Agent and arising out of or in
connection with the Escrow Agent's duties under this Agreement.


 


(e) The
Escrow Agent shall be entitled to rely upon any order, judgment, certification, instruction, notice, opinion or other writing delivered
to it in compliance with the provisions of this Agreement without being required to determine the authenticity or the correctness
of any fact stated therein or the propriety or validity of service thereof. The Escrow Agent may act in reliance upon any instrument
comporting with the provisions of this Agreement or signature believed by it to be genuine and may assume that any person purporting
to give notice or receipt or advice or make any statement or execute any document in connection with the provisions hereof has
been duly authorized to do so on behalf of the Company, as set forth in the authorizations contained in the account opening documents
signed by Company.


 


(f) At
any time the Escrow Agent may request in writing an instruction in writing from the Company or the Subscribers, and may at its
own option include in such request the course of action it proposes to take and the date on which it proposes to act, regarding
any matter arising in connection with its duties and obligations hereunder. The Escrow Agent shall not be liable for acting without
the written consent of the Company or the Subscribers in accordance with such a proposal on or after the date specified therein,
provided that the specified date shall be at least ten (10) Business Days (“Business Day” means the active banking
days as designated by the Federal Reserve Bank of New York, New York excluding Saturday, Sunday and specified holidays) after the
Company or the Subscribers, as applicable, receive the Escrow Agent's request for instructions and its proposed course of action,
and provided that, prior to so acting, the Escrow Agent has not received the written instructions requested.


 


(g) The
Escrow Agent makes no representation as to the validity, value, genuineness or collectability of any security or other document
or instrument held by or delivered to it.


 


(h) The
Escrow Agent shall not be called upon to advise any party as to selling or retaining, or taking or refraining from taking any action
with respect to, any securities or other property deposited hereunder.


 


(i) No
provision of this Agreement shall require the Escrow Agent to expend or risk its own funds or otherwise incur any financial liability
in the performance of any of its duties hereunder.


 




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(j) The
Escrow Agent shall be deemed conclusively to have given and delivered any notice required to be given or delivered if it is in
writing, signed by any one of its authorized officers and emailed or mailed, by express, registered or certified mail addressed
to:


 


The Company at:


 


INX Limited


c/o Alan Silbert


XXXXXX


XXXXXX


Email: alan.silbert@inx.co


 


(l) The
Escrow Agent shall be deemed conclusively to have received any notice required to be given or delivered to the Escrow Agent if
it is in writing, signed by any one of the authorized officers of the Company or by counsel to the Subscribers, and emailed or
mailed, by express, registered or certified mail addressed to and actually received by:


 


The Escrow Agent at:


 


Metropolitan Commercial
Bank


99 Park Ave., 4th,
Fl.


New York, NY 10016


Attn: M. Guarino, Legal/Kyle
Hingher, New Products


 


Email:mguarino@metropolitanbankny.com


khingher@metropolitanbankny.com


 


Facsimile: 212-659-0610


 


Section 6.Resignation of
Escrow Agent; Successor.


 


Notwithstanding anything
to the contrary herein, the Escrow Agent may resign at any time by giving at least thirty (30) days written notice thereof. The
Company may remove the Escrow Agent at any time (with or without cause) by giving at least thirty (30) days written notice thereof.
Within ten (10) days after receiving such notice, the Company shall appoint a successor escrow agent at which time of the receipt
by Escrow Agent of written notice of such appointment from Company, the Escrow Agent shall either distribute the funds held in
the Escrow Account, less its fees, costs and expenses or other obligations owed to the Escrow Agent as directed by the instructions
of the Company or hold such funds, pending distribution, until such fees, costs and expenses or other obligations are paid. If
a successor escrow agent has not been appointed or has not accepted such appointment by the end of the ten (10) day period, the
Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor escrow agent, or for other appropriate
relief and the costs, expenses and reasonable attorney fees which the Escrow Agent incurs in connection with such a proceeding
shall be paid by the Company.


 




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Section 7.Dispute Resolution.


 


In the event of any
dispute between or conflicting claims by or among the Company and any other person or entity with respect to any Escrow Funds held
in the Escrow Account, the Escrow Agent shall be entitled, at its sole discretion, to refuse to comply with any and all claims,
demands or instructions with respect to such Escrow Funds so long as such dispute or conflict shall continue, and the Escrow Agent
shall not be or become liable in any way to the Company for the Escrow Agent's failure or refusal to comply with such conflicting
claims, demands or instructions, except to the extent under the circumstances such failure would constitute gross negligence or
willful misconduct on the part of the Escrow Agent. The Escrow Agent shall be entitled to refuse to act until, at its sole discretion,
either such conflicting or adverse claims or demands shall have been finally determined in a court of competent jurisdiction or
settled by agreement between the conflicting parties as evidenced in writing, satisfactory to the Escrow Agent, or the Escrow Agent
shall have received security or an indemnity satisfactory to the Escrow Agent sufficient to save the Escrow Agent harmless from
and against any and all loss, liability or expense, including reasonable attorneys’ fees, which the Escrow Agent may incur
by reason of the Escrow Agent's acting. The Escrow Agent may in addition elect at its sole discretion to commence an interpleader
action or seek other judicial relief or orders as the Escrow Agent may deem necessary.


 


Section 8.Extraordinary Expense.


 


It is understood that
fees and usual charges agreed upon for the Escrow Agent's services shall be considered compensation for its services as contemplated
by this Agreement, and if the Escrow Agent renders any service not provided for in this Agreement, or if there is any assignment
of any interest in the subject matter of this Agreement or any modification of this Agreement, or if any controversy arises under
this Escrow Agreement or the Escrow Agent is made a party to any litigation pertaining to this Agreement or the subject matter
of this Agreement, the Escrow Agent shall be reasonably compensated for those extraordinary services and reimbursed for all reasonable
and customary costs and expenses occasioned by such services, controversy or litigation and the Company hereby promises to pay
such sums upon demand.


 


Section 9.Governing Law.


 


This agreement shall
be governed and construed in accordance with the laws of the State of New York without reference to the principles thereof respecting
conflicts of laws and the parties hereby waive the right to a trial by jury. This Agreement may be executed in counterparts, each
of which so executed shall be deemed an original, and said counterparts together shall constitute one and the same instrument.


 




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Section 10.Maintenance of
Record.


 


The Escrow Agent shall
maintain accurate records of all transactions hereunder. Promptly after the termination of this Agreement, and as may from time
to time be reasonably requested by the Company in writing before such termination, the Escrow Agent shall provide the Company with
a copy of such records, certified by the Escrow Agent to be a complete and accurate account of all transactions hereunder. The
authorized representatives of the Company shall also have access to the Escrow Agent's books and records to the extent relating
to its duties hereunder, during normal business hours upon reasonable prior written notice to the Escrow Agent.


 


Section 11. Successors and
Assigns of Escrow Agent.


 


Any corporation or
other company into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any corporation or
other company resulting from any merger, conversion or consolidation to which the Escrow Agent shall be a party, or any corporation
or other company succeeding to the business of the Escrow Agent shall be the successor of the Escrow Agent hereunder without the
execution or filing of any paper with any party hereto or any further act on the part of any of the parties hereto, except where
an instrument of transfer or assignment is required by law to effect such succession, anything herein to the contrary notwithstanding.


 


Section 12.Know Your Customer/Anti-Money
Laundering (“KYC/AML”).


 


(a) USA
Patriot Act - The Company hereby acknowledges that the Escrow Agent is subject to federal laws, including the Customer Identification
Program (“CIP”) requirements under the USA PATRIOT Act and its implementing regulations, as well as the Office
of Foreign Assets Control Sanctions, pursuant to which the Escrow Agent must obtain, verify and record information that allows
the Escrow Agent to identify the Company and its beneficial owners. Accordingly, prior to opening the Escrow Account hereunder,
the Escrow Agent will ask the Company to provide certain information including, but not limited to, the Company’s name, physical
address, tax identification number and other information that will help the Escrow Agent to identify and verify the Company’s
identity such as organizational documents, certificate of good standing, license to do business, or other pertinent identifying
information and will promptly provide all such information reasonably requested by the Escrow Agent. The Company agrees that the
Escrow Agent cannot open the Escrow Account hereunder unless and until the Escrow Agent verifies the Company’s identity in
accordance with the Escrow Agent’s CIP.


 


(b) Customer
collection of CIP – The Company has engaged TokenSoft Inc. (“TokenSoft”) as its KYC/AML vendor to collect
CIP information from Subscribers in the Offering and screen CIP information against relevant government anti-money laundering and
sanction databases. TokenSoft also uses the services of Onfido in collecting and validating CIP information. The scope of the services
of TokenSoft and Onfido is attached hereto as Exhibit B. CIP information collected includes a copy of a government-issued photo
ID, full name, date of birth, email address, phone number, utility bill less than 3 months old for address verification, and a
personal selfie. The Company has the ultimate responsibility of approving Subscribers using this information. Company will provide
relevant CIP and KYC/AML information to Escrow Agent through secure means (i.e. encrypted email from client), prior to Escrow Agent’s
receipt of funds for escrowing for each Subscriber.


 




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Section 13.Information Sharing.


 


The Metropolitan Bank
Holding Corp. is a global financial organization that operates in and provides services and products to clients through its affiliates
and subsidiary, Metropolitan Commercial Bank, located in New York State (the “Metropolitan Group”). The Metropolitan
Group may (i) centralize in one or more affiliates and subsidiaries certain activities (the “Centralized Functions”),
including audit, accounting, administration, risk management, legal, compliance, sales, product communication, relationship management,
and the compilation and analysis of information and data regarding the Company (which, for purposes of this provision, includes
the name and business contact information for the Company’s employees and representatives) and the accounts established pursuant
to this Agreement (“Company Information”) and (ii) use third party service providers to store, maintain and
process Company’s Information (“Outsourced Functions”). Notwithstanding anything to the contrary contained
elsewhere in this Agreement and solely in connection with the Centralized Functions and/or Outsourced Functions, the Company consents
to the disclosure of, and authorizes Escrow Agent to disclose, Company’s Information to (i) other members of the Metropolitan
Group (and their respective officers, directors and employees) and to (ii) third-party service providers (but solely in connection
with Outsourced Functions) who are required to maintain the confidentiality of Company’s Information. In addition, the Metropolitan
Group may aggregate Company’s Information with other data collected and/or calculated by the Metropolitan Group, and the
Metropolitan Group will own all such aggregated data, provided that the Metropolitan Group shall not distribute the aggregated
data in a format that identifies Company Information with Company. Company represents that it is authorized to consent to the foregoing
and that the disclosure of Company’s Information in connection with the Centralized Functions and/or Outsourced Functions
does not violate any relevant data protection legislation.


 


Section 14.Miscellaneous.


 


(a) Nothing
in this Agreement is intended or shall confer upon anyone other than the parties any legal or equitable right, remedy or claim.


 


(b) The
invalidity of any portion of this Agreement shall not affect the validity of the remainder hereof.


 


(c) This
Agreement is the final integration of the agreement of the parties with respect to the matters covered by it and supersedes any
prior understanding or agreement, oral or written, with respect thereto.


 


(d) Except
as provided in Section 11, the rights and obligations of each party hereto may not be assigned or delegated to any other person
without the written consent of the other parties hereto. Subject to the foregoing, the terms and provisions hereof shall be binding
upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.


 




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(e) No
printed or other material in any language, including prospectuses, notices, reports, and promotional material which mentions Escrow
Agent by name or the rights, powers, or duties of the Escrow Agent under this Agreement shall be issued by any other parties hereto,
or on such party’s behalf, without the prior written consent of Escrow Agent.


 


(f) In
no event shall the Escrow Agent be liable for special, punitive, indirect or consequential losses or damages of any kind whatsoever
(including lost profit), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the
form of action.


 


(g) The
Escrow Agent shall not be liable or responsible for delays or failures in the performance of its obligations hereunder arising
out of or caused, directly or indirectly, by circumstances beyond its control (such acts include but are not limited to acts of
God, strikes, lockouts, riots, acts of war and interruptions, losses or malfunctions of utilities, computer (hardware or software)
or communications services); it being understood that the Escrow Agent shall use commercially reasonable efforts which are consistent
with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances.


 


[SIGNATURE PAGE FOLLOWS]


 




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IN WITNESS WHEREOF, each of the
parties has caused this Agreement to be executed by a duly authorized officer as of the day and year first written above.


 


	 	INX LIMITED
	 	as the Company
	 	 	 
	 	By:	/s/ Alan Silbert
	 	 	Name: Alan Silbert
	 	 	Title: Director
	 	 	 
	 	Metropolitan Commercial Bank
	 	as Escrow Agent
	 	 	 
	 	By:	/s/ Nick Rosenberg 
	 	 	Name: Nick Rosenberg
	 	 	Title: EVP
	 	 	 
	 	By:	/s/ Michael A. Guarino
	 	 	Name: Michael A. Guarino
	 	 	Title: EVP


  




     


     


    

 


SCHEDULE
I to Subscription Escrow Agreement


 


FEE
SCHEDULE


 


INX Limited shall
pay to escrow agent $5,000 in the first month that the company is accepting investors in the offering. in every subsequent month,
company will pay a $5,000 monthly fee pro-rated for the number of days in which the escrow account remains open. 


 




     


     


    

  


Exhibit
A to Subscription Escrow Agreement


 


Escrow
Release Notice


 


______________, 20__ (the “Effective Date”)


[    ] Bank


[    ]


[    ]


Attention: [    ]


Fax:


 


Dear [    ]:


 


In accordance with the terms of Section 2(d) of that certain
Subscription Escrow Agreement dated ______________, 20___(the “Agreement”), among INX Limited (the “Company”),
and Metropolitan Commercial Bank(the “Escrow Agent”), the Company hereby notifies the Escrow Agent that the
closing has occurred on or before 5p.m., New York City time on the Effective Date for gross proceeds of $ ______________
(the “Escrow Funds”).


 


[The Escrow Agent is hereby authorized to pay itself $ ______________
of the Escrow Funds as payment in full for any and all compensation due as of the Effective Date to the Escrow Agent pursuant to
the terms of the Agreement, including, without limitation, Section 8 (Extraordinary Expense) thereof, and for the aggregate fees
associated with the wire transfers set forth below.]


 


Upon distribution of the Proceeds by the Escrow Agent pursuant
to terms of this Escrow Release Notice and the attached wiring instructions in the respective amounts set forth herein and therein,
the Company agree to waive any and all claims arising under, out of, or in relation to the Agreement against the Escrow Agent related
to the release of the Proceeds.


 


PLEASE DISTRIBUTE THE PROCEEDS AS FOLLOWS IN ACCORDANCE WITH
THE WIRING INSTRUCTIONS ON ATTACHMENT A:


 


	Company	$ ______________
	[Placement Agent]	[$ ______________]
	[Other]	[$ ______________]
	Total Proceeds Distributed	$ ______________


 


Remainder of Page Intentionally Left
Blank.


 




     


     


    

  


IN WITNESS WHEREOF, the undersigned have duly executed and delivered
this Escrow Release Notice to be effective on the Effective Date.


 


	 	INX LIMITED
	 	as the Company
	 	 	 
	 	By: 	 
	 	Name:	 
	 	Title:	 


 


ACKNOWLEDGEMENT


 


Metropolitan Commercial Bank


as the Escrow Agent


 





	By: 	 	 
	Name:	 	 
	Title: