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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/19/19 Inx Ltd F-1 37:4.5M Edgar Agents LLC/FA |
Document/Exhibit Description Pages Size
1: F-1 Registration Statement by a Foreign Issuer HTML 1.15M
2: EX-3.1 Memorandum of Association of the Company HTML 15K
3: EX-3.2 Second Amended and Restated Articles of HTML 207K
Association of the Company, as Currently in Effect
4: EX-4.1 Form of Inx Token Purchase Agreement HTML 120K
5: EX-4.2 Form of Waiver and Subordination Undertaking HTML 28K
6: EX-4.3 Smart Contract HTML 47K
7: EX-4.4 Inx Smart Contract Description V.2.2, Dated July HTML 31K
7, 2019
8: EX-10.1 Founders' Agreement Dated September 1, 2017, HTML 42K
Between Triple-V (1999) Ltd. and A-Labs Finance
and Advisory Ltd.
17: EX-10.10 Amended and Restated Executive Services Agreement HTML 38K
Dated June 25, 2018 Among Fidelis LLC, Inx Limited
and Inx Services, Inc.
18: EX-10.11 Amended and Restated Consultancy Agreement Dated HTML 59K
June 25, 2018 Between Ms. Maia Naor and Inx
Limited
19: EX-10.12 Services Agreement Dated May 1, 2018 Between HTML 40K
Shiran Communications Ltd. and Inx Limited
20: EX-10.13 Amended and Restated Consultancy Agreement Dated HTML 53K
June 25, 2018 Between Mr. Jonathan Azeroual and
Inx Limited
21: EX-10.14 Amended and Restated Executive Employment HTML 86K
Agreement Dated June 25, 2018 Between Mr. Alan
Silbert and Inx Services Inc
22: EX-10.15 Services Agreement Dated March 8, 2018 Between HTML 34K
Bentley Limited and Inx Limited
23: EX-10.16 Amendment to Services Agreement Dated September 6, HTML 19K
2018 Between Bentley Limited and Inx Limited
24: EX-10.17 Second Amendment to Services Agreement Dated HTML 19K
November 30, 2018 Between Bentley Limited and Inx
Limited
25: EX-10.18 Amended and Restated Letter of Invitation Dated HTML 31K
June 25, 2018 Between Mr. David Weild and Inx
Limited
26: EX-10.19 Loan Agreement Dated November 27, 2017 Between Ms. HTML 28K
Maia Naor and Inx Limited
9: EX-10.2 Addendum to Founders' Agreement Dated September HTML 18K
27, 2017 Between Triple-V (1999) Ltd. and A-Labs
Finance and Advisory Ltd.
27: EX-10.20 Loan Agreement Dated November 27, 2017 Between Ms. HTML 28K
Ayelet Horn and Inx Limited
28: EX-10.21 Loan Agreement Dated November 27, 2017 Between Mr. HTML 29K
Yaniv Segev and Inx Limited
29: EX-10.22 Letter of Invitation Dated July 10, 2018 Mr. HTML 28K
Nicholas Thadaney and Inx Limited
30: EX-10.23 Letter of Invitation Dated August 20, 2018 Mr. HTML 27K
Haim Ashar and Inx Limited
31: EX-10.24 Letter of Invitation Dated September 21, 2018 Mr. HTML 27K
Thomas Lewis and Inx Limited
32: EX-10.25 Form of Custodial Services Agreement Between Inx HTML 137K
Digital Inc. and Bitgo Trust Company
33: EX-10.26 Form of Subscription Escrow Agreement Between Inx HTML 57K
Limited and Metropolitan Commercial Bank, as
Escrow Agent
34: EX-10.27 Simple Agreement for Future Equity, Dated April HTML 39K
25, 2019, Between Shy Datika and Inx Limited
35: EX-10.28 Simple Agreement for Future Equity, Dated April HTML 38K
25, 2019, Between A-Labs Finance and Advisory Ltd.
and Inx Limited
10: EX-10.3 Addendum 2 to Founders' Agreement Dated December HTML 20K
31, 2017 Between Triple-V (1999) Ltd. and A-Labs
Finance and Advisory Ltd.
11: EX-10.4 Amended and Restated Consultancy Agreement Dated HTML 54K
June 25, 2018 Between Triple-V (1999) Ltd. and Inx
Limited
12: EX-10.5 Financial Services Agreement Dated December 26, HTML 25K
2017 Between Insight Finance Ltd. and Inx Limited
13: EX-10.6 Second Amended and Restated Engagement Agreement HTML 72K
Dated December 31, 2017 Between A-Labs Finance and
Advisory Ltd. and Inx Limited
14: EX-10.7 Amendment to the Second Amended and Restated HTML 23K
Engagement Agreement Dated January 31, 2018,
Between A-Labs Finance and Advisory Ltd. and Inx
Limited
15: EX-10.8 Amended and Restated Software Services Agreement HTML 134K
Dated May 9, 2018, by and Between Y. Singer
Technologies Ltd. (Committed) and Inx Limited
16: EX-10.9 Amendment to Amended and Restated Software HTML 18K
Services Agreement Dated June 27, 2018, by and
Between Y. Singer Technologies Ltd. (Committed)
and Inx Limited
36: EX-21.1 List of Subsidiaries of the Registrant HTML 14K
37: EX-23.1 Consent of Kost Forer Gabbay & Kasierer, HTML 16K
Independent Registered Public Accounting Firm
Exhibit 10.7
Horn & Co. Draft, January 31, 2018
AMENDMENT TO THE SECOND AMENDED AND RESTATED ENGAGEMENT AGREEMENT
This Amendment to the Second Amended and Restated Engagement Agreement (the “Amendment”) is entered into on January 31, 2018 (the “Signing Date”), and will be effective as of September 26, 2017 (the “Effective Date”) by and between INX Ltd. (the “Company”) and A-Labs Finance and Advisory Ltd. (the “Advisor”).
| WHEREAS, | the Company and the Advisor entered into an agreement pursuant to the Engagement Agreement dated as of the Effective Date, as amended on December 14, 2017, December 27, 2017 and December 28, 2017 (the “Agreement”); and |
| WHEREAS, | The parties agreed to amend the Agreement as set forth herein; |
NOW, THEREFORE, in consideration of the respective agreements of the parties contained herein, the parties agree as follows:
| 1. | Capitalized terms not otherwise defined herein shall bear the meanings ascribed to them in the Agreement. |
| 2. | Section 4.1.3.3 shall be deleted in its entirety and replaced with the following: |
“A-Labs acknowledges that it holds 1,120,000 Ordinary Shares of the company constituting 12.57% of the share capital of the Company on a fully diluted basis as of the Signing Date”.
| 3. | Section 4.1.4 shall be deleted in its entirety and replaced with the following: |
“Upon the consummation of the contemplated initial public offering of Tokens in which the Company shall raise from third parties within the United States of America and/or from third parties which are deemed US persons not less than US$ 10,000,000 in consideration for Tokens, the Company shall pay A-Labs a one-time cash payment in the amount of US$ 500,000 (the “US Success Fee’’).” .
| 4. | Section 4.1.4.A shall be added to the Agreement after Section 4.1.4 and shall state as follows: |
“4.1.4.A. A-Labs will be entitled to a percentage of all ICO Proceeds upon the Closing of a Successful ICO (the ’’NON-US Success Fee’’), as follows:
| Amount of ICO Proceeds | Success Fee | |
| ICO Proceeds of up to US$30 million. | 10% of the ICO Proceeds. | |
| ICO Proceeds in excess of US$30 million and up to US$100 million. | 5% of the ICO Proceeds. | |
| ICO Proceeds in excess of US$ 100 million and up to US$200 million. | 6% of the ICO Proceeds. | |
| ICO Proceeds in excess of US$200 million. | 7.5% of the ICO Proceeds |
For the purpose of this Section 4, the term “ICO Proceeds” shall mean the total aggregate amounts paid by purchasers of Tokens other than those accounted for by Section 4.1.4 above in cash, Bitcoin or Ethereum, actually received by the Company an or prior to the closing of the ]CO (the “ICO Day”).
For the purpose of this Agreement, the term “Successful ICO” shall mean an initial public offering of Tokens in which the Company shall raise from third parties other than those accounted for by Section 4.1.4 above, no less than US$ 10,000,000 in consideration for Tokens.
C:
Horn & Co. Draft, January 31, 2018
The US Success Fee and the Non-US Success Fee shall be referred hereto together as the “Success Fee”.
| 5. | Unless amended hereby, all provisions of the Agreement shall remain in full force and effect. |
IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by its duly authorized officer and the Advisor has duly executed this Amendment by its duly authorized officer as of the day and year first above written.
This Amendment will come into effect only upon the signature of both the Company and the Advisor.
| INX LTD. | A-LABS FINANCE AND ADVISORY LTD. | |||
| By: | /s/ James Crossley | By: | /s/ Doron Cohen | |
| Name: | James Crossley | Name: | Doron Cohen | |
| Title: | Director | Title: | CEO | |
| This ‘F-1’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 8/19/19 | None on these Dates | ||
| 1/31/18 | ||||
| 12/28/17 | ||||
| 12/27/17 | ||||
| 12/14/17 | ||||
| 9/26/17 | ||||
| List all Filings | ||||