Common Contracts

AGENCY AGREEMENT

Agency Agreement • February 21st, 2023 • British Columbia

• Contract Type
  Agency Agreement
• Filed
  February 21st, 2023
• Jurisdiction
  British Columbia

The undersigned, PI Financial Corp. ("PI") and Eight Capital ("Eight", and together with PI, the "Co-Lead Agents"), as lead agents and sole bookrunners, and Beacon Securities Limited and Cormark Securities Inc. (collectively, with the Co-Lead Agents, the "Agents"), as agents, understand that INX Limited (the "Company") proposes to create, issue and sell up to 22,883,400 subscription receipts of the Company (each, a "Subscription Receipt" and collectively, the "Subscription Receipts") pursuant to a brokered private placement (the “Brokered Offering”) and 8,796,600 Subscription Receipts pursuant to a non-brokered private placement (the “Non- Brokered Offering”) at the Offering Price (as defined below), for aggregate gross proceeds of up to approximately $39,600,000 (the "Offering"), subject to the terms and conditions set out below.