Exhibit 4.31 

Execution Version

THE INX DIGITAL COMPANY, INC.

And

OPENDEAL INC. (DBA REPUBLIC)

And

REPUBLIC STRATEGIC ACQUISITION CO LLC

ARRANGEMENT AGREEMENT

April 3, 2025

TABLE OF CONTENTS

ARRANGEMENT AGREEMENT

THIS AGREEMENT is made as of April 3, 2025

AMONG:

The INX Digital Company, Inc., a corporation incorporated under the laws of British Columbia;

(the “Corporation”)

AND:

Republic Strategic Acquisition Co LLC, a limited liability corporation formed under the laws of Delaware;

(the “Purchaser”)

AND:

OpenDeal Inc. (dba Republic), a corporation incorporated under the laws of Delaware;

(the “Guarantor” or “Republic”)

WHEREAS:

NOW THEREFORE, in consideration of the covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Parties agree as follows:

ARTICLE 1

INTERPRETATION

As used in this Agreement, the following terms have the following meanings:

“Acquisition Proposal” means, other than the transactions contemplated by this Agreement and other than any transaction involving only the Corporation and/or one or more of its Subsidiaries or between one or more of its Subsidiaries, any offer or proposal (written or oral) from any Person or group of Persons other than the Purchaser (or any of its Affiliates or any Person acting jointly or in concert with the Purchaser or any of its Affiliates) after the date of this Agreement relating to (i) any direct or indirect sale, disposition, alliance or joint venture (or any lease, license, long-term supply agreement or other arrangement having the same economic effect as a sale or disposition), in a single transaction or a series of transactions, of assets (including shares of Subsidiaries of the Corporation) representing 20% or more of the consolidated assets or contributing 20% or more of the consolidated revenue of the Corporation and its Subsidiaries (based on the financial statements of the Corporation most recently filed prior to such time as part of the Corporation Filings); (ii) any direct or indirect take-over bid, tender offer, exchange offer, treasury issuance or other transaction that, if consummated, would result in such Person or group of Persons beneficially owning 20% or more of any class of voting or equity securities (assuming, if applicable, the conversion, exchange or exercise by such Person or group of Persons of any securities convertible into or exchangeable or exercisable for such voting or equity securities) of the Corporation or any of its Subsidiaries whose assets represent 20% or more of the consolidated assets, or contribute 20% or more of the consolidated revenue, of the Corporation and its Subsidiaries (based on the financial statements of the Corporation most recently filed prior to such time as part of the Corporation Filings) ); (iii) any plan of arrangement, merger, amalgamation, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution, winding up or exclusive license involving the Corporation or any of its Subsidiaries whose assets represent 20% or more of the consolidated assets, or contribute 20% or more of the consolidated revenue, of the Corporation and its Subsidiaries (based on the financial statements of the Corporation most recently filed prior to such time as part of the Corporation Filings); or (iv) any other similar transaction or series of transactions involving the Corporation or any of its Subsidiaries the consummation of which would reasonably be expected to impede, interfere with, prevent or delay the transactions contemplated by this Agreement or the Arrangement.

“Affiliate” has the meaning specified in National Instrument 45-106 - Prospectus Exemptions.

“Agreement” means this Arrangement Agreement among the Purchaser, the Corporation and the Guarantor (including the Schedules hereto and the Corporation Disclosure Letter) as it may be amended, modified or supplemented from time to time in accordance with its terms.

“Anti-Spam Laws” means applicable Laws with respect to unsolicited electronic communications or the installation of computer programs, including An Act to promote the efficiency and adaptability of the Canadian economy by regulating certain activities that discourage reliance on electronic means of carrying out commercial activities, and to amend the Canadian Radio-television and Telecommunications Commissions Act, the Competition Act, the Personal Information Protection and Electronic Documents Act and the Telecommunications Act (Canada) and other Laws that regulate the same or similar subject matter, and shall be deemed to include all regulations or guidance from Governmental Entities with respect to same.

“Arrangement” means an arrangement under the provisions of Section 288 of the BCBCA, on the terms and conditions set forth in the Plan of Arrangement as amended or varied from time to time in accordance with the terms of this Agreement or the Plan of Arrangement or made at the direction of the Court in the Final Order with the prior consent of the Corporation and the Purchaser, each acting reasonably.

“Arrangement Resolution” means the special resolution approving the Plan of Arrangement to be considered at the Meeting, substantially in the form of Schedule B.

“Associate” has the meaning specified in the Securities Act (Ontario) as in effect on the date of this Agreement.

“Authorization” means, with respect to any Person, any order, grant permit, approval, certificate, consent, waiver, license or similar authorization of or from any Governmental Entity, whether by expiry or termination of an applicable waiting period or otherwise, that is binding upon or applicable to such Person, or its business, assets or securities.

“Award” means the outstanding and unexercised options to purchase Shares, restricted shares and Restricted Share Units issued pursuant to the Incentive Plan, whether or not vested.

“BCBCA” means the Business Corporations Act (British Columbia) including all regulations made thereunder, as promulgated or amended from time to time;

“Board” means the board of directors of the Corporation, as constituted from time to time.

“Board Recommendation” has the meaning specified in Section 2.4(2).

“Books and Records” means the books and records of the Corporation and its Subsidiaries, including corporate records, minute books, books of account and Tax records, whether in written or electronic form.

“Breaching Party” has the meaning specified in Section 4.6(3).

“Business Day” means any day of the year, other than a Saturday, Sunday or any day on which major banks are closed for business in Toronto, Ontario.

“Cash Consideration” means, in respect of each outstanding Share (other than Shares held by Republic and the Rollover Shares), an amount equal to $20 million in cash, without interest, divided by the number of outstanding Shares (other than Shares held by Republic and the Rollover Shares) payable to Shareholders (other than Republic or the Rollover Shareholders with respect to their Rollover Shares) pursuant to the Plan of Arrangement and for greater certainty shall not include the CVR Amount.

“Cboe” means the Cboe (Canada) Exchange.

“Change in Recommendation” has the meaning specified in Section 7.2(4)(b).

“Circular” means the notice of the Meeting and accompanying management information circular, including all schedules, appendices and exhibits thereto, to be sent to the Securityholders in connection with the Meeting, as amended, supplemented or otherwise modified from time to time in accordance with the terms of this Agreement.

“CMA” means the request for approval of the change of control contemplated under the Arrangement by FINRA, pursuant to a Continuing Membership Application (FINRA Rule 1017(a)(4)), which will be filed with FINRA as required by the Broker Dealer Membership Agreement of INX Securities, LLC.

“CMA Approval” means the approval of the CMA by FINRA.

“Competition Act” means the Competition Act (Canada), as amended, and the regulations promulgated thereunder.

“Confidentiality Agreement” means the confidentiality agreement entered into between the Corporation and Republic, dated as of October 22, 2022.

“Consideration” means, collectively, (i) the Cash Consideration; and (ii) one CVR.

“Constating Documents” means articles, notice of incorporation, amalgamation, or continuation, as applicable, by-laws, notice of articles, or other constating documents and all amendments thereto.

“Contingent Value Right” or “CVR” means a contingent value right entitling the holder thereof to receive a payment equal to the CVR Amount in accordance with the terms of the CVR Agreement.

“Contract” means, any legally binding, written or oral agreement, commitment, engagement, contract, license, lease, obligation, purchase order, statement of work, or any other right, obligation or undertaking to which the Corporation or any of its Subsidiaries is a party or by which the Corporation or any of its Subsidiaries is bound or affected or to which any of their respective properties or their assets is subject.

“Corporation” has the meaning specified in the Preamble.

“Corporation Disclosure Letter” means the disclosure letter dated the date of this Agreement and delivered by the Corporation to the Purchaser contemporaneously with the execution of this Agreement.

“Corporation Employees” means the employees of the Corporation or its Subsidiaries, as the case may be, including part time, full time, active and inactive employees.

“Corporation Filings” means all documents publicly filed under the profile of the Corporation on the System for Electronic Document Analysis Retrieval + (SEDAR+) and all other documents required to be publicly filed by it with any Securities Authorities or the Cboe since January 1, 2023.

“Court” means the Supreme Court of British Columbia, or other court as applicable.

“Crypto Assets” means bitcoin, ether, crypto currency and anything commonly considered a crypto asset, digital or virtual currency, or digital or virtual tokens, that are not themselves securities or derivatives.

“Customer Data” means all data, meta data, information or other content (i) transmitted to the Corporation by users or customers of the Corporation’s products; or (ii) otherwise stored or hosted by the Corporation, including Personal Data, but excluding any confidential information and anonymized data.

“CVR Agent” has the meaning specified thereto in Section 2.15(3).

“CVR Agreement” has the meaning specified thereto in Section 2.15(3).

“CVR Amount” means, in respect of each outstanding CVR, an amount equal to $16 million in cash, without interest, divided by the number of outstanding CVRs payable to CVR Holders pursuant to the Plan of Arrangement and the terms of the CVR Agreement.

“CVR Holder” means a Person entitled to receive payment pursuant to a Contingent Value Right.

“CVR Payment Date” has the meaning specified thereto in Section 2.17(1).

“CVR Register” has the meaning specified thereto in Section 2.15(3)(a).

“CVR Representatives” has the meaning specified thereto in Section 2.15(5).

“Data Protection Laws” means all Laws relating to privacy or the processing of Personal Data, including PIPEDA and any similar or analogous Laws of any other jurisdiction.

“Depositary” means Odyssey Trust Company in its capacity as depositary for the Arrangement, or such other person as the Corporation and the Purchaser agree to engage as depositary for the Arrangement.

“Dissolution Event” means (i) a voluntary termination of operations, (ii) a general assignment for the benefit of the creditors or (iii) any other liquidation, dissolution or winding up, whether voluntary or involuntary.

“Dissent Rights” means the rights of dissent in respect of the Arrangement described in the Plan of Arrangement.

“Effective Date” has the meaning specified in the Plan of Arrangement.

“Effective Time” has the meaning specified in the Plan of Arrangement.

“Employee Plans” has the meaning specified in Section 29(a) of Schedule C.

“Environmental Laws” means all Laws relating to the protection of human health and safety, the environment or substances regulated by Laws, including hazardous or toxic substances or wastes, pollutants or contaminants.

“Escrow Agent” means Odyssey Trust Company, or such other person as the Corporation and the Purchaser agree to engage as escrow agent.

“Escrow Agreement” has the meaning specified in 2.8(2).

“Escrow Amount” has the meaning specified in Section 2.8(3).

“Escrow Deposit Certificate” has the meaning specified in Section 2.8(3).

“Escrow Deposit Date” has the meaning specified in Section 2.8(3).

“Escrow Deposit Event” has the meaning specified in Section 2.8(1).

“Fairness Opinion” means the opinion of Origin Merchant Partners to the effect that, as of the date of such opinion, the Consideration to be received by the Shareholders (other than Republic and the Rollover Shareholders with respect to their Rollover Shares) is fair, from a financial point of view, to such Shareholders (other than Republic and the Rollover Shareholders with respect to the Rollover Shares with respect to their Rollover Shares).

“Final Order” means the order of the Court approving the Arrangement under Section 291 of the BCBCA, in form and substance acceptable to the Corporation and the Purchaser, each acting reasonably, after a hearing upon the procedural and substantive fairness of the terms and conditions of the Arrangement, as such order may be affirmed, amended, modified, supplemented or varied by the Court (with the consent of both the Corporation and the Purchaser, each acting reasonably) at any time prior to the Effective Date or, if appealed, as affirmed or amended (provided that any such amendment, modification, supplement or variation is acceptable to both the Corporation and the Purchaser, each acting reasonably) on appeal unless such appeal is withdrawn, abandoned or denied.

“Governmental Entity” means (i) any international, multinational, national, federal, provincial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, commissioner, board, bureau, minister, cabinet, governor in council, ministry, agency or instrumentality, domestic or foreign; (ii) any subdivision, agent or authority of any of the foregoing; (iii) any quasi-governmental or private body including any tribunal, commission, regulatory agency or self-regulatory organization exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing; (iv) any administrative court, tribunal, commission, board, panel or arbitrator acting under the authority of any of the foregoing; or (iv) any Securities Authority or stock exchange, including the Cboe.

“Guarantor” has the meaning specified in the Preamble.

“IFRS” means International Financial Reporting Standards as issued by the International Accounting Standards Board and as adopted in Canada from time to time.

“Incentive Plan” means the 2021 Omnibus Equity Incentive Compensation Plan of the Corporation effective on May 14, 2021, as amended from time to time.

“Intellectual Property” means domestic and foreign: (i) patents, applications for patents and reissues, re-examinations, divisionals, continuations, renewals, extensions and continuations-in-part of patents or patent applications; (ii) proprietary and non-public business information, including inventions (whether patentable or not), invention disclosures, improvements, discoveries, trade secrets, confidential information, know- how, methods, processes, designs, technology, technical data, schematics, formulae and customer lists, and documentation relating to any of the foregoing; (iii) copyrights, copyright registrations and applications for copyright registration; (iv) integrated circuit, topographies, integrated circuit topography registrations and applications, mask works, mask work registrations and applications for mask work registrations; (v) industrial designs, industrial designation registrations and applications, designs, design registrations and design registration applications; (vi) trade names, business names, corporate names, domain names, website names and world wide web addresses, common law trade-marks, trade-mark registrations, trade mark applications, trade dress and logos, and the goodwill associated with any of the foregoing; (vii) Software; and (viii) any other intellectual property and industrial property.

“Interim Order” means the interim order of the Court to be issued following the application therefor submitted to the Court as contemplated by Section 2.2 in a form acceptable to the Corporation and the Purchaser, each acting reasonably, providing for, among other things, the calling and holding of the Meeting, as such order may be amended, modified, supplemented or varied by the Court with the consent of the Corporation and the Purchaser, each acting reasonably.

“Investment Canada Act” means the Investment Canada Act, as amended, and the regulations promulgated thereunder.

“INX Limited” means the Subsidiary of the Corporation.

“INX Registration Statement” means the registration statement of INX Limited dated September 23, 2020, on Form F-1 filed with the SEC and available at www. sec.gov., as it may be amended or supplemented from time to time, including the post-effective amendment filed by the Corporation on March 30, 2021.

“INX Token Purchase Agreement” means the token purchase agreement between the Corporation and holders of tokens.

“INX Tokens” means an ERC20 blockchain asset that is programmed using a smart contract that is compatible with the Ethereum blockchain, issued by the INX Limited and registered under the U.S. Securities Act and to be sold pursuant to the INX Registration Statement.

“Law” means, with respect to any Person, any and all domestic or foreign, national, federal, provincial, state, municipal or local laws (statutory, civil, common or otherwise), statutes, codes, constitutions, treaties, conventions, ordinances (including zoning), decrees, rules, regulations, by-laws, statutory rules, published policies and guidelines, notices, judicial, arbitral, administrative, ministerial, departmental or regulatory judgments, injunctions, orders, decisions, settlements, writs, assessments, arbitration awards, rulings, determinations or awards, decrees or other requirements of any Governmental Entity having the force of law and any legal requirements arising under the common law or principles of law or equity and the term “applicable” with respect to such Laws and, in the context that refers to any person, means such Laws as are applicable at the relevant time or times to such person or its business, undertaking, property or securities and emanate from a Governmental Entity having jurisdiction over such person or its business, undertaking, property or securities.

“Lease” means any Contract pursuant to which the Corporation or any of its Subsidiaries leases, or holds a leasehold interest in, a Leased Property.

“Leased Properties” has the meaning specified in Section 23(b) of Schedule C.

“Lien” means any pledge, claim, lien, charge, option, hypothec, mortgage, security interest, restriction, adverse right, prior assignment, lease, sublease, royalty, levy, right to possession or any other encumbrance, easement, license, right of first refusal, covenant, voting trust or agreement, transfer restriction under any shareholder or similar agreement, right or restriction of any kind or nature whatsoever, whether contingent or absolute, direct or indirect, or any agreement, option, right or privilege (whether by Law, contract or otherwise) capable of becoming any of the foregoing.

“Matching Period” has the meaning specified in Section 5.4(1)(e).

“Material Adverse Effect” means, in respect of the Corporation, any fact, state of facts, change, event, occurrence, effect or circumstance that, individually or in the aggregate with other such facts, state of facts, changes, events, occurrences, effects or circumstances is or would reasonably be expected to have a material and adverse effect on the current business, operations, affairs, capitalization, results of operations, assets, properties, liabilities (contingent or otherwise, including any contingent liabilities that may arise through outstanding pending or threatened litigation) or condition (financial or otherwise) of the Corporation and its Subsidiaries, taken as a whole, whether before or after giving effect to the transactions contemplated by this Agreement, except any such fact, state of facts, change, event, occurrence, effect, or circumstance resulting from or arising in connection with:

provided, however, references in certain sections of this Agreement to dollar amounts are not intended to be, and shall not be deemed to be, illustrative or interpretive for purposes of determining whether a “Material Adverse Effect” has occurred.

“Material Contract” means any Contract that involves obligations (contingent or otherwise) of, or payments to, the Corporation, in excess of $500,000 per annum or that if terminated or modified or if it ceased to be in effect, would reasonably be expected to have a Material Adverse Effect:

“Meeting” means the special meeting of Shareholders, including any adjournment or postponement of such special meeting in accordance with the terms of this Agreement, to be called and held in accordance with the Interim Order to consider the Arrangement Resolution and for any other purpose as may be set out in the Circular and agreed to in writing by the Purchaser.

“MI 61-101” means Multilateral Instrument 61-101 Protection of Minority Shareholders in Special Transactions.

“Misrepresentation” has the meaning specified in the Securities Act (Ontario) and other Securities Laws.

“MTL” means the collective money transmitter licenses held by the Corporation or any Affiliate of the Corporation as of the date of this Agreement;

“MTL Approval” means that at least 50% of all MTLs, including but not limited to MTLs for the States of Florida, Washington, Georgia, Oklahoma and Virginia have been approved for a change of control by the applicable Governmental Entity or in the case where approval is not required, such Governmental Entity has received the requisite notice of the change of control, as the case may be;

“MTL Surety Bond Approval” means the approval of Endurance Assurance Corporation, Skyward Specialty Insurance Group, Inc. and Arch Insurance Company (or any other reputable insurance companies which provide equivalent services) to the change of control contemplated by the Arrangement for the continuation of surety bond coverage required for the MTLs which, in accordance with their terms, require such surety bond coverage.

“Officer” has the meaning specified in the Securities Act (Ontario).

“Option” means the outstanding and unexercised options to purchase Shares issued pursuant to the Incentive Plan, whether or not vested.

“Ordinary Course” means, with respect to an action taken by the Corporation or one of its Subsidiaries, that such action is consistent with past practices of the Corporation or its Subsidiaries, as applicable, and is taken in the ordinary course of the normal day-to-day operations of the business of the Corporation or such Subsidiary.

“Outside Date” means the date which is 8 months following the execution of this Agreement or such later date as may be agreed to in writing by the Parties.

“Owned Intellectual Property” means the Intellectual Property owned by the Corporation and its Subsidiaries.

“Parties” means the Corporation and the Purchaser and “Party” means any one of them.

“Permitted Liens” means, in respect of the Corporation or any of its Subsidiaries, any one or more of the following:

“Person” includes any individual, partnership, association, body corporate, organization, trust, estate, trustee, executor, administrator, legal representative, government (including Governmental Entity), syndicate or other entity, whether or not having legal status.

“Personal Data” means any “personal information” (within the meaning of PIPEDA), and any other information relating to an identifiable Person that can be directly or indirectly identified in particular by reference to an identifier.

“PIPEDA” means the Personal Information Protection and Electronic Documents Act (Canada).

“Plan of Arrangement” means the plan of arrangement substantially in the form of Schedule A to this Agreement, and any amendments or variations to such plan made in accordance with its terms, the terms of this Agreement or made at the direction of the Court in the Final Order with the prior consent of the Corporation and the Purchaser, each acting reasonably.

“Publicly Available Software” means, collectively: (1) any software that contains, or is derived in any manner (in whole or in part) from, any software that is distributed as “free software” or “open source software” (e.g., Linux), or pursuant to “open source,” “copyleft” or similar licensing and distribution models; and (2) any software that requires as a condition of use, modification or distribution of such software that such software or other software incorporated into, derived from, or distributed with such software be (a) disclosed or distributed in source code form, (b) licensed for the purpose of making derivative works or (c) redistributable at no or minimal charge.

“Purchaser” has the meaning specified in the Preamble.

“Rail Implementation” means the completion by INX and INX Securities of the integration with Layer2 Financial, Inc. and the transfer of customer accounts to a Layer2 Financial, Inc. partner bank, as evidenced by a duly executed certificate by the CEO of Corporation.

“Registrar” means the person appointed as the Registrar of Companies under section 400 of the BCBCA.

“Regulatory Approvals” means any consent, waiver, permit, exemption, review, order, decision or approval of, or any registration and filing with, any Governmental Entity, or the expiry, waiver or termination of any waiting period imposed by Law or a Governmental Entity, in each case in connection with the Arrangement and shall include the Required Regulatory Approvals.

“Representative” means, with respect to any Person, any officer, director, employee, representative (including any financial, legal or other advisor) or agent of such Person or of any of its Subsidiaries.

“Required Regulatory Approval” means collectively, the CMA Approval, the MTL Approval, the MTL Surety Bond Approval and the Transfer Agent Approval.

“Required Shareholder Approval” means the required votes set forth in Section 2.2(2), together with any other vote required under the Interim Order.

“Reserve Fund” means $34,325,000 which is available to cover INX Limited’s losses, if any, that result from cybersecurity breaches or theft, errors in execution of the trading platform or its technology, and counterparty defaults, including instances where counterparties lack sufficient collateral to cover losses.

“Reverse Termination Fee” has the meaning specified in Section 8.2(3).

“Reverse Termination Fee Event” has the meaning specified in Section 8.2(3).

“Rollover Agreement” means the share purchase agreement, substantially in the form of Schedule E, pursuant to which, among other things, a Rollover Shareholder agrees to transfer some or all of its Shares to the Purchaser prior to the Effective Time for the consideration set out in such agreement.

“Rollover Shares” means the issued and outstanding Shares held by the Rollover Shareholders that are to be transferred to the Purchaser pursuant to the terms of the Rollover Agreements, but only to the extent that such Shares are actually transferred to the Purchaser, prior to the Effective Time, for the consideration contemplated by the Rollover Agreements.

“Rollover Shareholders” means the Shareholders listed in Schedule G, together with any other Shareholder that enters into a Rollover Agreement after the date hereof and prior to the date of the Meeting in accordance with the terms of this Agreement.

“RSU” means, at any time, the outstanding restricted share units issued pursuant to the Incentive Plan, whether or not vested.

“SEC” means the U.S. Securities and Exchange Commission and any other U.S. Governmental Entity administering the U.S. Securities Act and the U.S. Exchange Act at the time.

“Securities Authority” means the Ontario Securities Commission and any other applicable securities commission or securities regulatory authority of a province or territory of Canada.

“Securities Laws” means the Securities Act (Ontario) and the rules, regulations and published policies thereunder, any other applicable Canadian provincial and territorial securities Laws, and, where applicable, applicable securities laws and regulations or other jurisdictions, and the rules and regulations of the Cboe.

“Securityholders” means, collectively, the Shareholders and the holders of Awards.

“Shareholders” means the registered or beneficial holders of the Shares, as the context requires.

“Shares” means the common shares without par value in the capital of the Corporation.

“Software” means computer software and programs (both source code and object code form), all proprietary rights in the computer software and programs and all documentation and other materials related to the computer software and programs.

“Subsidiary” has the meaning specified in National Instrument 45-106 Prospectus Exemptions as in effect on the date of this Agreement. SICPA INX SA shall not be deemed a Subsidiary of the Corporation for the purpose of this Agreement.

“Superior Proposal” means any unsolicited bona fide written Acquisition Proposal from an arms’ length third party or arms’ length third parties acting jointly or in concert on or after the date of this Agreement that:

“Superior Proposal Notice” has the meaning specified in Section 5.4(1)(c).

“Support Agreements” means, collectively, the (i) Support and Voting Agreements, and (ii) the Rollover Agreements.

“Support and Voting Agreements” means, collectively, each of the support and voting agreements entered into between the Purchaser and the senior officers and independent directors of the Corporation, substantially in the form of Schedule F.

“Tax Act” means the Income Tax Act (Canada).

“Tax Credits” has the meaning specified in Section 31(e) of Schedule C.

“Tax Returns” means any and all federal, provincial, and local returns, reports, declarations, elections, notices, forms, designations, schedules, attachments, filings, and statements (including any amendments, and estimated tax returns and reports, withholding tax returns and reports, and information returns and reports) filed or required to be filed in respect of Taxes (whether in tangible, electronic or other form).

“Taxes” means (i) any and all taxes, duties, fees, excises, premiums, assessments, imposts, levies and other charges or assessments of any kind whatsoever imposed by any Governmental Entity, whether computed on a separate, consolidated, unitary, combined or other basis, including those levied on, or measured by, or described with respect to, income, gross receipts, profits, gains, windfalls, capital, capital stock, production, recapture, transfer, land transfer, license, gift, occupation, wealth, environment, net worth, indebtedness, surplus, sales, goods and services, harmonized sales, use, value-added, excise, special assessment, stamp, withholding, business, franchising, real or personal property, health, employee health, payroll, workers’ compensation, employment or unemployment, severance, social services, social security, education, utility, surtaxes, customs, import or export, and including all license and registration fees and all employment insurance, health insurance and government pension plan premiums or contributions; (ii) all interest, penalties, fines, additions to tax or other additional amounts imposed by any Governmental Entity on or in respect of amounts of the type described in clause (i) above or this clause (ii); (iii) any liability for the payment of any amounts of the type described in clauses (i) or (ii) as a result of being a member of an affiliated, consolidated, combined or unitary group for any period; and (iv) any liability for the payment of any amounts of the type described in clauses (i) or (ii) as a result of any express or implied obligation to indemnify any other Person or as a result of being a transferee or successor in interest to any party.

“Termination Fee” has the meaning specified in Section 8.2(2).

“Termination Fee Event” has the meaning specified in Section 8.2(2).

“Terminating Party” has the meaning specified in Section 4.6(3).

“Termination Notice” has the meaning specified in Section 4.6(3).

“Transfer Agent Approval” means the date in which the ownership change is deemed effective following filing of an indirect ownership change via a TA1 filing in the SEC EDGAR database by the Corporation or INX Transfer Agent LLC.

“Wash Trading” means entering into, or purporting to enter into, transactions to give the appearance that purchases and sales have been made, without incurring market risk, or transactions which the trader knew or reasonably ought to have known that its order entry would result in trades involving no change in beneficial or economic ownership.

“Wilful Breach” means a material breach that is a consequence of an act or a failure to act undertaken by the breaching party with the actual knowledge that such act or failure to act would, or would be reasonably expected to, cause a breach of this Agreement.

In this Agreement, unless otherwise specified:

ARTICLE 2

THE ARRANGEMENT

As soon as reasonably practicable after the date of this Agreement, but in any event on or before May 15, 2025, the Corporation shall make application for a hearing before the Court pursuant to Section 291 of the BCBCA, seeking the Interim Order, in a manner and form acceptable to the Purchaser and the Corporation, each acting reasonably, which must provide, among other things:

The Corporation shall:

issue a news release announcing:

which news release shall be satisfactory in form and substance to each of the Corporation and the Purchaser, each acting reasonably; and

If the Interim Order is obtained and the Arrangement Resolution is passed at the Meeting as provided for in the Interim Order, the Corporation shall take all steps necessary or advisable to submit the Arrangement to the Court and diligently make application to the Court pursuant to Section 291 of the BCBCA for the Final Order, as soon as reasonably practicable and in no event no later than five Business Days after the Arrangement Resolution is passed at the Meeting, as provided for in the Interim Order.

In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Corporation shall:

At the Effective Time or as soon as practicable thereafter (and in any event within two Business Days following the Effective Date), INX Limited shall distribute the funds deposited in its Reserve Fund to the holders of INX Tokens, in accordance with the terms of the INX Token Purchase Agreement and the Guarantor shall guarantee such distribution. This Section 2.7 shall survive the consummation of the Arrangement and is intended to be for the benefit of, and shall be enforceable by, the holders of INX Tokens and shall be binding on Republic and its respective successors and assigns, and, for such purpose, the Corporation hereby confirms that it is acting as agent on behalf of the holders of INX Tokens.

Not less than one Business Day prior to the Effective Date, the Escrow Agent shall transfer or cause to be transferred the Escrow Funds to the Depositary. Not less than one Business Day prior to the Effective Date, the Guarantor shall provide the Depositary with sufficient funds to be held in escrow to satisfy the Cash Consideration payable to the Shareholders as provided in the Plan of Arrangement (taking into account the transfer by the Escrow Agent of the Escrow Funds).

Notwithstanding anything in this Agreement to the contrary, if, on or after the date of this Agreement, the Corporation declares or pays any dividend or other distribution on the Shares prior to the Effective Time, the Cash Consideration shall be reduced by the amount of such dividends or distributions, on a dollar for dollar basis, to provide to Shareholders (other than Republic and the Rollover Shareholders with respect to their Rollover Shares) the same economic effect as contemplated by this Agreement and the Arrangement prior to such action and as so adjusted shall, from and after the date of such event, be the Cash Consideration payable to the Shareholders (other than Republic and the Rollover Shareholders with respect to their Rollover Shares).

The Parties acknowledge that the Arrangement will trigger a “significant event” under the Incentive Plan and related agreements which govern the Options and RSUs and, as such, the Options and RSUs will not be assumed by the Purchaser pursuant to the Arrangement, and the vesting of the Options and RSUs may be accelerated and become fully vested as a result of the completion of the Arrangement. With respect to payments to be made in respect of Options and RSUs accelerated as a result of the Arrangement, the Company shall cause to be taken all necessary corporate action to allot and reserve for issuance the Shares to be issued in settlement of Options and RSUs in connection with the Arrangement. The Parties acknowledge and agree that all outstanding Options and RSUs that are not settled or exercised in accordance with their terms, whether conditionally or otherwise, prior to the date set by the Board, which date shall be at least five Business Days prior to the Effective Date, shall terminate and expire in accordance with the terms of the Incentive Plan.

Each of the Purchaser, the Corporation, the Depositary or any other Person that makes a payment hereunder shall be entitled to deduct and withhold from the amounts otherwise payable under this Agreement and the Arrangement, such amounts as it is directed to deduct and withhold or is required to deduct and withhold with respect to such payment under the Tax Act and the rules and regulations promulgated thereunder, or any provision of any Law, including any provision of any provincial, state, local or foreign Law relating to Taxes as counsel may advise, and remit such deduction and withholding amount to the appropriate Governmental Entity. To the extent that amounts are so properly deducted, withheld and remitted, such amounts shall be treated for all purposes of this Agreement and the Arrangement as having been paid to the payee in respect of which such deduction, withholding and remittance was made.

From and after the Effective Time, the Purchaser shall (and shall cause the Corporation and its Subsidiaries to) use commercially reasonable efforts to continue operating the business of the Corporation and its Subsidiaries in a manner generally consistent with the manner in which the business of the Corporation and its Subsidiaries was operated prior to the Effective Time, with such modifications as reasonably determined by the Purchaser from time to time following the Effective Time.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES

ARTICLE 4

COVENANTS

Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any waiver, consent or approval from any with respect to any transaction contemplated by this Agreement, the Purchaser will not be required to pay or commit to pay to such person whose waiver, consent or approval is being solicited any cash or other consideration, make any commitment or incur any liability or other obligation.

The Parties shall reasonably cooperate in good faith to determine whether any transaction contemplated by this Agreement or the Plan of Arrangement, or any transaction that may be considered to be part of the same series of transactions as the transactions contemplated by this Agreement or the Plan of Arrangement, is a “reportable transaction” (as defined in section 237.3 of the Tax Act), is a “notifiable transaction” (as defined in section 237.4 of the Tax Act), or is otherwise required to be reported to any applicable Governmental Entity under any analogous provision of any comparable Law of any province or territory of Canada. If any Party determines that any such transaction is reportable then it shall so notify all other Parties and the Parties shall reasonably cooperate in good faith (including sharing of draft reporting forms) to make any such report on a timely basis. Notwithstanding the foregoing and for greater certainty, each Party shall be permitted to report any transaction to an applicable Governmental Entity to the extent that such Party determines, acting reasonably, that such reporting is required by applicable Law.

The Purchaser shall enter into additional Rollover Agreements with Shareholders identified by the Corporation that collectively, hold not more than 40% of the outstanding Shares (on a fully diluted basis assuming a cashless exercise by holders of Options in accordance with the terms of the Incentive Plan and the settlement of all outstanding Restricted Share Units and inclusive of any Shares that are subject to Rollover Agreements entered into as of the date hereof and the Shares held by Republic as of the date hereof).

ARTICLE 5

ADDITIONAL COVENANTS REGARDING NON-SOLICITATION

 

(a)

the Board first determines in good faith, after consultation with its financial advisors and its outside legal counsel, that such Acquisition Proposal constitutes, or would reasonably be expected to constitute or lead to a Superior Proposal;

Without limiting the generality of the foregoing, the Corporation shall advise its Subsidiaries and its Representatives of the prohibitions set out in this Article 5 and any violation of the restrictions set forth in this Article 5 by the Corporation, its Subsidiaries or Representatives is deemed to be a breach of this Article 5 by the Corporation.

ARTICLE 6

CONDITIONS

The Parties are not required to complete the Arrangement unless each of the following conditions is satisfied on or prior to the Effective Time, which conditions may only be waived, in whole or in part, by the mutual consent of each of the Parties:

The Purchaser is not required to complete the Arrangement unless each of the following conditions is satisfied on or before the Effective Time, which conditions are for the exclusive benefit of the Purchaser and may only be waived, in whole or in part, by the Purchaser in its sole discretion:

The Corporation is not required to complete the Arrangement unless each of the following conditions is satisfied on or before the Effective Time, which conditions are for the exclusive benefit of the Corporation and may only be waived, in whole or in part, by the Corporation in its sole discretion:

ARTICLE 7

TERM AND TERMINATION

This Agreement shall be effective from the date hereof until the earlier of the Effective Time and the termination of this Agreement in accordance with the provisions of Section 7.2 below.

This Agreement may be terminated prior to the Effective Time by:

If this Agreement is terminated pursuant to Section 7.1 due to the occurrence of the Effective Time or Sections 7.2 or 8.2(2), this Agreement shall become void and of no further force or effect without liability of any Party (or any Shareholder or Representative of such Party) to any other Party to this Agreement, except that: (a) in the event of termination under Section 7.1 as a result of the completion of the Arrangement, Section 4.8 shall survive such termination; and (b) in the event of termination under Sections 7.2 or 8.2(2), this Section 7.3 and Section 8.2 through to and including Section 8.18 shall survive and remain enforceable, and provided further that no Party shall be relieved of any liability for any Wilful Breach by it of this Agreement.

ARTICLE 8
GENERAL PROVISIONS

This Agreement and the Plan of Arrangement, may, at any time and from time to time before or after the holding of the Meeting but not later than the Effective Time, be amended by written agreement of the Parties without, subject to applicable Laws, further notice to or authorization on the part of the affected securityholders, and any such amendment may, without limitation:

provided, however, that no such amendment may reduce or materially affect the consideration to be received by the Shareholders under the Arrangement without their approval at the Meeting or, following the Meeting, without their approval given in the same manner as required by applicable Laws for the approval of the Arrangement as may be required by the Court.

for the purpose of Section 8.2(2)(c), the term “Acquisition Proposal” shall have the meaning assigned to such term in Section 1.1, except that reference to 20% or more shall be deemed to be references to 50% or more.

Despite any other provision in this Agreement relating to the payment of fees and expenses, including the payment of brokerage fees, if a Reverse Termination Fee Event occurs, the Guarantor will pay or cause to be paid (by instructing the Escrow Agent to release the Escrow Amount) to the Corporation by wire transfer in immediately available funds to an account designated by the Corporation, an amount equal to $10,000,000 (the “Reverse Termination Fee”) within two Business Days following such Reverse Termination Fee Event. For greater certainty, in no event will the Guarantor or the Purchaser be obligated to pay the Reverse Termination Fee on more than one occasion. For the purposes of this Agreement, “Reverse Termination Fee Event” means the termination of this Agreement by the Corporation pursuant to Section 7.2(3)(a) [Purchaser Breach] due to a breach of paragraph 11 of Schedule D or a failure to perform any covenant or agreement on the part of the Purchaser or the Guarantor under this Agreement other than a breach by the Purchaser or the Guarantor of their obligations under Section 2.4(4).

The Guarantor hereby unconditionally and irrevocably guarantees in favour of the Corporation, as principal and not as surety, the due and punctual performance (and, where applicable, payment) by the Purchaser (and its successors and permitted assigns) of each of its obligations and liabilities under this Agreement and the Plan of Arrangement, as the same may be amended, changed, replaced, settled, compromised or otherwise modified from time to time, and irrespective of any bankruptcy, insolvency, dissolution, winding-up, termination of the existence of or other matter whatsoever respecting the Purchaser or any successor or permitted assignee. The Guarantor hereby agrees that the Corporation shall not have to proceed first against the Purchaser in respect of any such matter before exercising its rights under this guarantee against the Guarantor and agrees to be liable for all guaranteed obligations as if it were the principal obligor of such obligations. The Guarantor hereby waives promptness, diligence, demand, notice of acceptance and any other notice with respect to any of the guaranteed obligations and this Agreement. The Guarantor hereby agrees to indemnify and save the Corporation and the Shareholders harmless from and against all loss, cost, damage, expense, claims and liability which they may at any time suffer or incur in connection with any failure by Purchaser to duly and punctually pay or perform its obligations owed to the Corporation and/or the Shareholders under this Agreement.

Each of the Parties acknowledges and agrees that all of the payment amounts sent out in Section 8.2 are payments of liquidated damages which are a genuine pre-estimate of the damages, including opportunity costs, reputational damage, and out of pocket expenditures, which the Party entitled to payment will suffer or incur as a result of the event giving rise to such payment and are not penalties. Each Party irrevocably waives any right that it may have to raise as a defense that any such liquidated damages are excessive or punitive. In addition, the Parties agree that the payment of the Termination Fee and the Reverse Termination Fee, as the case may be, pursuant to Section 8.2 in the manner provided therein is the sole and exclusive remedy of the Party in respect of the events giving rise to such payment, provided, however, that this limitation shall not apply in the event of Wilful Breach or fraud by the Parties and nothing contained in herein shall preclude the Parties from seeking injunctive relief to restrain the breach or threatened breach of the covenants or agreements set forth in this Agreement or the Confidentiality Agreement as set out in Section 8.9 or specific performance of any of the acts, covenants or agreements set forth in this Agreement or the Confidentiality Agreement, without the necessity of posting a bond or security in connection therewith.

Republic Strategic Acquisition Co LLC

with a copy (which will not constitute notice) to:

McCarthy Tétrault LLP

4000, 421-7^th Avenue S.W.

Calgary, Alberta

T2P 4K9

The INX Digital Company, Inc.

 

Attention:

[REDACTED - NAME]

Email:

[REDACTED - EMAIL]

with a copy (which will not constitute notice) to:

Fasken Martineau DuMoulin LLP

2400-333 Bay Street

Toronto, Ontario

M5H 2T6

 

Attention:

Bradley Freelan and Daniel Fuke

Email:

bfreelan@fasken.com and dfuke@fasken.com

with a copy (which will not constitute notice) to:

Gornitzky & Co.

Vitania Tel Aviv Tower,

20 HaHarash St., TLV Israel

Telephone No.: +972-3-710 9107

E-Mail: Yhorn@gornitzky.com

Attention: Adv. Yuval Horn

OpenDeal Inc. (dba Republic)

Attention:

[REDACTED - NAME]

Email:

[REDACTED - EMAIL]

with a copy (which will not constitute notice) to:

McCarthy Tétrault LLP

4000, 421-7^th Avenue S.W.

Calgary, Alberta

T2P 4K9

 

Attention:

Bradley Squibb

Email:

bsquibb@mccarthy.ca

Time is of the essence in this Agreement.

Subject to the provisions of this Agreement, the Parties will, from time to time, do all acts and things and execute and deliver all such further documents and instruments, as the other Party may, either before the Effective Date, reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement and, in the event the Arrangement becomes effective, to document or evidence any of the transactions or events set out in the Plan of Arrangement.

Subject to Sections 8.2 and 8.4, the Parties agree that irreparable harm would occur for which money damages would not be an adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Subject to Sections 8.2 and 8.4, it is accordingly agreed that the Parties shall be entitled to specific performance of the terms of this Agreement and an injunction or injunctions and other equitable relief to prevent breaches or threatened breaches of this Agreement, and to enforce compliance with the terms of this Agreement without any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief hereby being waived.

Except as provided in Section 2.7, Section 2.15(6) and Section 4.7 which, without limiting their terms, are intended as stipulations for the irrevocable benefit of, and shall be enforceable by, the third Persons mentioned in such provisions, the Corporation and the Purchaser intend that this Agreement will not benefit or create any right or cause of action in favour of any Person, other than the Parties and that no Person, other than the Parties, shall be entitled to rely on the provisions of this Agreement in any action, suit, proceeding, hearing or other forum. The Parties reserve their right to vary or rescind the rights at any time and in any way whatsoever, if any, granted by or under this Agreement to any person who is not a Party, without notice to or consent of that Person, including third Persons mentioned in Section 2.7, Section 2.15(6) and Section 4.7.

No waiver of any of the provisions of this Agreement will constitute a waiver of any other provision (whether or not similar). No waiver will be binding unless executed in writing by the Party to be bound by the waiver. A Party’s failure or delay in exercising any right under this Agreement will not operate as a waiver of that right. A single or partial exercise of any right will not preclude a Party from any other or further exercise of that right or the exercise of any other right. The rights and remedies of the Parties hereunder are cumulative and are in addition to, and not in substitution for, any other rights and remedies available at law or in equity or otherwise.

This Agreement, together with the Corporation Disclosure Letter, the Confidentiality Agreement and the CVR Agreement, constitutes the entire agreement between the Parties with respect to the transactions contemplated by this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties. There are no representations, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, between the Parties in connection with the subject matter of this Agreement, except as specifically set forth in this Agreement.

If any provision of this Agreement is determined to be illegal, invalid or unenforceable by an arbitrator or any court of competent jurisdiction, that provision will be severed from this Agreement and the remaining provisions shall remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, 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 to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

The Parties to this Agreement waive the application of any Law or rule of construction providing that ambiguities in any agreement or other document shall be construed against the party drafting such agreement or other document.

No director or Officer of the Purchaser shall have any personal liability whatsoever to the Corporation under this Agreement or any other document delivered in connection with the transactions contemplated hereby on behalf of the Purchaser. No director or Officer of the Corporation or any of its Subsidiaries shall have any personal liability whatsoever to the Purchaser under this Agreement or any other document delivered in connection with the transactions contemplated hereby on behalf of the Corporation or any of its Subsidiaries.

This Agreement may be executed in any number of counterparts (including counterparts by facsimile) and all such counterparts taken together shall be deemed to constitute one and the same instrument. The Parties shall be entitled to rely upon delivery of an executed facsimile or similar executed electronic copy of this Agreement, and such facsimile or similar executed electronic copy shall be legally effective to create a valid and binding agreement between the Parties.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF the Parties have executed this Arrangement Agreement.

SCHEDULE A

PLAN OF ARRANGEMENT

(See attached)

FORM OF PLAN OF ARRANGEMENT

PLAN OF ARRANGEMENT UNDER DIVISION 5 OF PART 9 OF THE BUSINESS

CORPORATIONS ACT (BRITISH COLUMBIA)

ARTICLE 1

INTERPRETATION

In this Plan of Arrangement, unless there is something in the subject matter or context inconsistent therewith, the following terms have the respective meanings set out below and grammatical variations of those terms have corresponding meanings:

Any terms used but not defined herein have the meaning ascribed to such terms in the Arrangement Agreement. In addition, words and phrases used herein and defined in the BCBCA and not otherwise defined herein or in the Arrangement Agreement have the same meaning herein as in the BCBCA unless the context otherwise requires.

The division of this Plan of Arrangement into Articles, Sections, paragraphs and other portions and the insertion of headings are for convenience of reference only and will not affect the construction or interpretation hereof. Unless otherwise indicated, all references to an “Article”, “Section” or “paragraph” followed by a number and/or a letter refer to the specified Article, Section or paragraph of this Plan of Arrangement.

In this Plan of Arrangement, unless the context otherwise requires, words used herein importing the singular include the plural and vice versa.

In the event that any date on which any action is required to be taken hereunder by any Person is not a Business Day, such action will be required to be taken on the next succeeding day which is a Business Day.

Time will be of the essence in every matter or action contemplated hereunder. All times expressed herein or in any letter of transmittal contemplated herein are local time (Toronto, Ontario) unless otherwise stipulated herein or therein.

Unless otherwise stated, all references in this Plan of Arrangement to sums of money are expressed in lawful money of the United States of America.

Any reference to a statute refers to such statute and all rules and regulations made under it, as it or they may have been or may from time to time be amended or re-enacted, unless stated otherwise.

ARTICLE 2

EFFECT OF THE ARRANGEMENT

This Plan of Arrangement is made pursuant to, is subject to the provisions of, and forms a part of the Arrangement Agreement, except in respect of the sequence of the steps comprising the Arrangement, which will occur in the order set forth herein.

This Plan of Arrangement will become effective at the Effective Time and will be binding upon the Purchaser, the Guarantor, the Corporation, the Shareholders (including Dissenting Shareholders), any agent or transfer agent therefor, the Depositary, the CVR Agent, the CVR Representatives, the CVR Holders and all other Persons at and after the Effective Time, without any further act or formality required on the part of any Person, except as expressly provided in this Plan of Arrangement.

ARTICLE 3

ARRANGEMENT

Commencing at the Effective Time, each of the events set out below will occur and be deemed to occur in the following sequence, in each case without any further authorization, act or formality of or by the Corporation, the Purchaser, the Guarantor, the Shareholders or any other Person:

The exchanges and cancellations provided for in this Section 3.1 will be deemed to occur on the Effective Date, notwithstanding that certain of the procedures related thereto are not completed until after the Effective Date.

ARTICLE 4

DISSENT RIGHTS

Pursuant to the Interim Order, each registered Shareholder may exercise rights of dissent (“Dissent Rights”) under Section 238 of the BCBCA and in the manner set forth in Sections 237 to 247 of the BCBCA, all as modified by this Article 4 and as the same may be modified by the Interim Order or the Final Order in respect of the Arrangement, provided that the written objection to the Arrangement Resolution contemplated by Section 242 of the BCBCA must be sent to and received by the Corporation not later than 5:00 p.m. (Toronto time) on the Business Day that is two Business Days before the Meeting. Shareholders who duly exercise such rights of dissent and who:

but in no case will the Corporation or the Purchaser or any other person be required to recognize such holders as holders of Shares after the completion of the steps set forth in Section 3.1(a), and each Dissenting Shareholder will cease to be entitled to the rights of a Shareholder in respect of the Shares in relation to which such Dissenting Shareholder has exercised Dissent Rights and the central securities register of the Corporation will be amended to reflect that such former holder is no longer the holder of such Shares as and from the completion of the steps in Section 3.1(a).

In addition to any other restrictions set forth in the BCBCA, Shareholders who vote in favour of the Arrangement Resolution shall not be entitled to exercise Dissent Rights.

ARTICLE 5

CERTIFICATES AND PAYMENTS

In the event any certificate which immediately prior to the Effective Time represented any outstanding Shares (other than Shares held by the Purchaser or any of its Affiliates (including the Guarantor) as at the Effective Time) that were acquired by the Purchaser pursuant to Section 3.1 has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the former holder of such Shares, the Depositary will issue in exchange for such lost, stolen or destroyed certificate, the Consideration to which the former holder of such Shares is entitled to receive pursuant to Section 3.1 hereof in accordance with such holder’s Letter of Transmittal. When authorizing such payment in relation to any lost, stolen or destroyed certificate, the former holder of such Shares will, as a condition precedent to the delivery of such Consideration, give a bond satisfactory to the Corporation, the Purchaser and the Depositary in such sum as the Purchaser may direct or otherwise indemnify the Corporation and the Purchaser in a manner satisfactory to the Corporation and the Purchaser against any claim that may be made against the Corporation or the Purchaser with respect to the certificate alleged to have been lost, stolen or destroyed.

Each of the Purchaser, Guarantor, the Corporation, and the Depositary or any other Person that makes a payment under this Plan of Arrangement shall be entitled to deduct and withhold from the amounts otherwise payable to any Shareholder, or any other person under this Plan of Arrangement (including any payment to Dissenting Shareholders or former Shareholders) such amounts as the Purchaser, Corporation, the Guarantor or the Depositary determines, acting reasonably, based on advice from counsel, they should deduct and withhold with respect to such payment under the Tax Act and the rules and regulations promulgated thereunder, or any provision of any Law, including any provincial, state, local or foreign tax Law, and shall remit such deduction and withholding amount to the appropriate Governmental Entity. For the purposes hereof, all such withheld amounts will be treated as having been paid to the person in respect of which such deduction and withholding was made on account of the obligation to make payment to such person hereunder, provided that such deducted or withheld amounts are actually remitted to the appropriate Governmental Entity by or on behalf of the Purchaser, Guarantor, the Corporation, the Depositary, or other Person as the case may be.

Any exchange or transfer of securities pursuant to this Plan of Arrangement will be free and clear of any Liens or other claims of third parties of any kind.

From and after the Effective Time: (a) this Plan of Arrangement will take precedence and priority over any and all Shares issued prior to the Effective Time, (b) the rights and obligations of the Shareholders, the Corporation, the Purchaser, the Depositary, the Guarantor and any transfer agent or other depositary therefor in relation thereto, will be solely as provided for in this Plan of Arrangement, and (c) all actions, causes of action, claims or proceedings (actual or contingent and whether or not previously asserted) based on or in any way relating to any Shares will be deemed to have been settled, compromised, released and determined without liability except as set forth in this Plan of Arrangement.

ARTICLE 6

AMENDMENTS

	(b)	Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Corporation and the Purchaser at any time prior to the Meeting with or without any other prior notice or communication and, if so proposed and accepted by the persons voting at the Meeting (other than as may be required under the Interim Order), will become part of this Plan of Arrangement for all purposes.
	(c)	Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Meeting will be effective only if such amendment, modification or supplement (i) is consented to by each of the Corporation and the Purchaser and (ii) if required by the Court or applicable Law, is consented to by Shareholders voting in the manner directed by the Court.

ARTICLE 7

FURTHER ASSURANCES

Notwithstanding that the transactions and events set out herein will occur and be deemed to occur in the order set out in this Plan of Arrangement without any further act or formality, each of the Corporation and the Purchaser will make, do and execute, or cause to be made, done and executed, any such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by any of them in order to further document or evidence any of the transactions or events set out herein.

SCHEDULE B

ARRANGEMENT RESOLUTION

BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

SCHEDULE C

REPRESENTATIONS AND WARRANTIES OF THE CORPORATION

The Corporation is a corporation validly existing under the laws of the Province of British Columbia and has all requisite corporate power and authority to own, lease and operate its assets and properties and conduct its business as now owned and conducted. The Corporation is duly qualified, licensed or registered to carry on business and is in good standing in each jurisdiction in which the character of its assets and properties, owned, leased, licensed or otherwise held, or the nature of its activities makes such qualification, licensing or registration necessary.

The Corporation has the requisite corporate power and authority to enter into and perform its obligations under this Agreement. The execution and delivery and performance by the Corporation of this Agreement and the consummation of the Arrangement and the other transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of the Corporation and no other corporate proceedings on the part of the Corporation are necessary to authorize this Agreement or the consummation of the Arrangement and the other transactions contemplated hereby other than approval of the Circular and calling of the Meeting by the Board, approval by the Shareholders in the manner required by the Interim Order and Law and approval by the Court.

This Agreement has been duly executed and delivered by the Corporation, and constitutes a legal, valid and binding agreement of the Corporation enforceable against it in accordance with its terms subject only to any limitation on enforcement under Laws relating to (i) bankruptcy, winding-up, insolvency, reorganization, arrangement or other Law affecting the enforcement of creditors’ rights generally and (ii) the discretion that a court may exercise in the granting of extraordinary remedies such as specific performance and injunction.

The execution, delivery and performance by the Corporation of this Agreement and the consummation by the Corporation of the Arrangement and the other transactions contemplated hereby do not require any Authorization or other action by or in respect of, or filing, recording, registering or publication with, or notification to, any Governmental Entity by the Corporation or by any of its Subsidiaries other than: (i) the Interim Order and any approvals required by the Interim Order; (ii) the Final Order, (iii) the CMA Approval and (iv) such filings and other actions required under applicable Securities Laws and the rules and policies of the Cboe as are contemplated by this Agreement.

Save as set forth in Section 5 of the Corporation Disclosure Letter, the execution, delivery and performance by the Corporation of this Agreement and the consummation of the Arrangement and the other transactions contemplated hereby do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition):

The Corporation is not a party to any shareholder, pooling, voting or other similar arrangement or agreement relating to the ownership or voting of any of the securities of the Corporation and has not adopted a shareholder rights plan or any other similar plan or agreement.

The financial books, records and accounts of the Corporation and each of its Subsidiaries (i) have been maintained, in all material respects, in accordance with IFRS, and good business practices and applicable Laws (ii) accurately and fairly reflect, in all material respects, all the material transactions, acquisitions and dispositions of the Corporation and its Subsidiaries, and (ii) accurately and fairly reflect, in all material respects, the basis for the Corporation’s financial statements. The corporate records and minute books of the Corporation and each of its Subsidiaries, copies of which have been provided to the Purchaser have been maintained in accordance with all applicable Laws in all material respects; and (B) are complete and accurate in all material respects.

Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global is and was, during the periods covered by its reports included in the Corporation Filings, independent as required by applicable Laws and in accordance with applicable Securities Laws. There has not been any reportable event (within the meaning of National Instrument 51-102 Continuous Disclosure Obligations) with such auditors with respect to audits of Corporation and its Subsidiaries.

There are no liabilities or obligations of the Corporation or any of its Subsidiaries, whether accrued, contingent, absolute, determined, determinable or otherwise, other than liabilities or obligations: (i) disclosed in the Corporation Filings; (ii) incurred in the Ordinary Course since December 31, 2023; or (iii) incurred in connection with this Agreement.

Except as disclosed in the Corporation Filings, neither the Corporation nor any of its Subsidiaries is indebted to any director, Officer or employee of the Corporation or any of its Subsidiaries or any of their respective Affiliates or Associates (except for amounts due in the Ordinary Course as salaries, bonuses and director’s fees or the reimbursement of Ordinary Course expenses), and there are no Contracts (other than employment agreements, stock option agreements, grant letters or indemnification agreements) with, or advances or loans to, guarantees in favour of, or material liabilities or other obligations incurred by, any Officer or director of the Corporation or any of its Subsidiaries, or any of their respective Affiliates or Associates (except for “routine indebtedness” as defined under applicable Securities Laws).

Since December 31, 2023, except as disclosed in the Corporation Filings and other than the transactions contemplated in this Agreement, the business of the Corporation and its Subsidiaries has been conducted in the Ordinary Course and there has not been any event, circumstance or occurrence which has had, or which would reasonably be expected to have, a Material Adverse Effect.

Except as disclosed in Section 17 of the Corporation Disclosure Letter, the Corporation and each of its Subsidiaries is in material compliance with Law and neither the Corporation nor any of its Subsidiaries is, to the knowledge of the Corporation, under any investigation with respect to, or, has been charged with, or, to the knowledge of the Corporation, threatened to be charged with, or, has received written notice of, any violation or alleged violation of any Law.

The Board received the Fairness Opinion (a true and complete copy of which, when executed and delivered in writing, will be provided to the Purchaser) and the Fairness Opinion has not been withdrawn or modified.

Other than the provider of the Fairness Opinion, no investment banker, broker, finder, financial advisor or other intermediary has been retained by or is authorized to act on behalf of the Corporation or any of its Subsidiaries and is entitled to any fee, commission or other payment from the Corporation or any of its Subsidiaries in connection with the Arrangement or any other transaction contemplated by this Agreement.

The Corporation and its Subsidiaries have valid, good and marketable title to all material personal or movable property of any kind or nature which the Corporation or any of its Subsidiaries purports to own or as reflected in the Corporation’s financial statement (except for Crypto Assets of clients of the Corporation disclosed in the financial statements which are controlled by the Corporation or its Subsidiaries), free and clear of all Liens (other than Permitted Liens). The Corporation and its Subsidiaries, as lessees, have the right under Contract to use, possess and control all personal or movable property leased by and material to the Corporation or any of its Subsidiaries as used, possessed and controlled by the Corporation or its Subsidiaries, as applicable.

The Corporation and each of its Subsidiaries (i) are in compliance in all respects with all Environmental Laws; (ii) have received all Authorizations required of them under the applicable Environmental Laws to conduct their business, and (iii) are in compliance with all terms and conditions of any such Authorization, except where such non-compliance with Environmental Laws, failure to receive required Authorizations or failure to comply with the terms and conditions of such Authorizations would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.

Neither the Corporation nor any of its Subsidiaries, nor, to the knowledge of the Corporation, any of their respective directors, Officers, agents or employees, has:

The operations of the Corporation and its Subsidiaries are and have been conducted at all times in compliance with:

(collectively, the “Money Laundering Laws”).

No action, claim, notice of assessment, suit or proceeding by or before any commission, court, Governmental Entity, arbitrator or non-Governmental Entity involving the Corporation or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Corporation, threatened.

Neither the aggregate value of the assets in Canada of the Corporation and its Subsidiaries, nor the annual gross revenues from sales in, from or into Canada generated by the Corporation and its Subsidiaries, exceed C$93 million, as determined in accordance with the Competition Act.

The Corporation and its Subsidiaries do not, and at the Effective Time will not, carry on a cultural business, as such term is defined in the Investment Canada Act.

SCHEDULE D

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

Each of the Purchaser and the Guarantor is a corporation duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite power and authority to own, lease and operate its assets and properties and conduct its business as now owned and conducted.

Each of the Purchaser and the Guarantor has the requisite corporate power and authority to enter into and perform its obligations under this Agreement. The execution, delivery and performance by the Purchaser and Guarantor of their obligations under this Agreement and the consummation of the Arrangement and the other transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Purchaser and the Guarantor and no other corporate proceedings on the part of the Purchaser or the Guarantor are necessary to authorize this Agreement or the consummation of the Arrangement and the other transactions contemplated hereby.

This Agreement has been duly executed and delivered by each of the Purchaser and the Guarantor and constitutes a legal, valid and binding agreement of each of the Purchaser and Guarantor enforceable against each of them in accordance with its terms subject only to any limitation on enforcement under Laws relating to (i) bankruptcy, winding-up, insolvency, reorganization, arrangement or other Law affecting the enforcement of creditors’ rights generally and (ii) the discretion that a court may exercise in the granting of extraordinary remedies such as specific performance and injunction.

The execution, delivery and performance by each of the Purchaser and the Guarantor of its obligations under this Agreement and the consummation by the each of the Purchaser and the Guarantor of the Arrangement and the transactions contemplated hereby do not require any Authorization or other action by or in respect of, or filing with, or notification to, any Governmental Entity by the Purchaser other than: (i) in connection with the Required Regulatory Approvals, as applicable and (ii) such filings and other actions required under applicable Securities Laws and the rules and policies of the Cboe as are contemplated by this Agreement.

The execution, delivery and performance by each of the Purchaser and Guarantor of its obligations under this Agreement and the consummation of the Arrangement and the transactions contemplated hereby do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition):

There are no claims, actions, suits, arbitrations, inquiries, investigations or proceedings pending, or, to the knowledge of the Purchaser threatened, against or relating to the Purchaser or the Guarantor before any Governmental Entity nor is the Purchaser or the Guarantor subject to any outstanding judgment, order, writ, injunction or decree that, either individually or in the aggregate, is reasonably likely to prevent or materially delay consummation of the Arrangement or the transactions contemplated hereby.

Other than the Rollover Shares to be held by the Purchaser prior to the Effective Time and the 22,048,406 Shares acquired by Republic on August 18, 2023 and still held by Republic, neither Republic nor any of its Subsidiaries owns or exercises control or direction over any securities of the Corporation. As of the date hereof, neither Republic nor any of its Subsidiaries owns or exercises control or direction over any of the INX Tokens.

The Guarantor will have, (i) by no later than the Escrow Deposit Date, sufficient funds available to satisfy the Escrow Amount, (ii) at the Effective Time, sufficient funds available to satisfy the amount of Cash Consideration, in excess of the Escrow Amount, payable to Shareholders (other than Republic and the Rollover Shareholders with respect to their Rollover Shares), and (iii) by no later than the CVR Payment Date, sufficient funds available to satisfy the CVR Amount payable to CVR Holders.

Neither the Purchaser nor the Guarantor is party to any agreement or arrangement which purports to restrict the Purchaser’s or Guarantor’s ability to timely deposit the Escrow Amount or pay the Cash Consideration (less the Escrow Amount) or the CVR Amount, respectively, when due.

Purchaser is a WTO investor or a trade agreement investor for purposes of the Investment Canada Act.

SCHEDULE E

FORM OF ROLLOVER AGREEMENT

(See attached)

FORM OF ROLLOVER AGREEMENT

(ROLLOVER SHAREHOLDERS)

[●], 2025

OpenDeal Inc. (dba Republic)

149 5th Avenue, #1314

New York, NY, United States 10010

Attention: [REDACTED – NAME]

Dear Sirs/Mesdames:

Re: Rollover Agreement (this “Agreement”)

In connection with an arrangement agreement among Republic Strategic Acquisition Co LLC (the “Purchaser”), The INX Digital Company, Inc. (the “Corporation”) and OpenDeal Inc. (dba Republic) (the “Guarantor”) dated the date hereof (as it may be amended, modified or supplemented from time to time in accordance with its terms, the “Arrangement Agreement”), the Purchaser, inter alia, proposes to acquire all of the issued and outstanding common shares (the “Shares”) of the Corporation not owned by the Guarantor and its Affiliates, from time to time, pursuant to the terms and conditions set forth in the Arrangement Agreement (the “Transaction”, which includes, for certainty, any and all transactions contemplated by the Arrangement Agreement). It is contemplated that the Transaction will be effected pursuant to a statutory plan of arrangement (the “Arrangement”) under Division 5 of Part 9 of the Business Corporations Act (British Columbia).

Each of the undersigned and the Guarantor agree that the undersigned will be a Rollover Shareholder for the purposes of the Arrangement Agreement such that the Subject Securities (as defined below) that are “Rollover Shares” as indicated in Schedule A (the “Rollover Shares”) will, conditional upon the closing of the Arrangement, and on the date that is concurrent with the closing of the Arrangement (the “Closing Date”), be transferred by the undersigned to the Purchaser in consideration of the Guarantor entering into a Simple Agreement for Future Equity (the “SAFE”), the form of which is set forth on Schedule B.

Pursuant to the SAFE, and subject to the terms thereof, upon conversion, the undersigned will be issued a number and class and/or series of preferred shares of the Guarantor of the most superior class issued by the Guarantor (“Consideration Shares”). The number and class and/or series of Consideration Shares to be issued to the undersigned pursuant to the SAFE shall be fixed upon the earlier of (i) the closing of the Guarantor’s next Equity Financing (as defined in the SAFE) (the “Series C Round”), and (ii) the date which is 24 months following execution of the Arrangement Agreement (the “Maturity Date”). In the event that the Series C Round closes prior to the Maturity Date, the number of Consideration Shares to be issued to the undersigned pursuant to the SAFE shall be determined based on the lower of (x) the price per share paid by subscribers in the Guarantor’s Series B funding round completed on October 15, 2021, being [REDACTED – COMMERCIALLY SENSITIVE] (the “Series B Price”), and (ii) the price per share paid by subscribers in the Series C Round. In the event that the Series C Round does not close prior to the Maturity Date, the number of Consideration Shares to be issued to the undersigned shall be determined based on the Series B Price less a 10% discount. The Consideration Shares shall be issued by the Guarantor to the undersigned on a date mutually agreeable between the parties, which shall be no later than 3 days after the closing of the Series C Round or the Maturity Date, as applicable (the “Issuance Date”).

All capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Arrangement Agreement.

The undersigned hereby agrees, in his or her capacity as holder of securities of the Corporation and not in his or her capacity as a director or officer of the Corporation, from the date hereof until the earlier of (x) the Effective Time, and (y) the time at which the Arrangement Agreement is terminated in accordance with its terms (the “Expiry Time”):

Notwithstanding any provision of this Agreement to the contrary, the Guarantor hereby acknowledges and agrees that the undersigned is executing this Agreement and is bound hereunder solely in his or her capacity as a holder of securities of the Corporation. Without limiting the provisions of the Arrangement Agreement, nothing contained in this Agreement shall (a) limit or affect in any way any actions or omissions the undersigned may take in his or her capacity as a director or officer of the Corporation, including in exercising rights under the Arrangement Agreement, or (b) be construed to prohibit, limit or restrict in any way the undersigned from exercising of his or her fiduciary duties as a director or officer of the Corporation. The undersigned acknowledges that Article 4 and Article 5 of the Arrangement Agreement imposes certain restrictions on the actions of the Corporation and its officers and directors.

The undersigned hereby represents and warrants on the date hereof and on the Closing Date that:

The representations and warranties of the undersigned set forth in this Agreement (other than the representation set forth in Subsection (f) below) shall not survive the completion of the Arrangement and will expire and be terminated on the date that this Agreement is terminated in accordance with its terms.

The Guarantor hereby represents and warrants that the representations and warranties set forth on Schedule C hereto are true and correct on the date hereof (and covenants that such representations and warranties shall be true as of the Issuance Date). The representations and warranties of the Guarantor set forth in this Agreement shall survive the completion of the Arrangement and shall continue in full force and effect in accordance with their terms for a period of two years from the Issuance Date.

The Guarantor hereby agrees, from the date hereof unless the date the Arrangement Agreement is terminated in accordance with its terms, to acquire the Rollover Shares in exchange for issuance of the SAFE, and to issue the Consideration Shares in consideration thereof to the undersigned transferring such Rollover Shares to the Purchaser and to deliver share certificates representing the same issued to such undersigned, on the Issuance Date.

Other than as set out herein, this Agreement shall terminate and be of no further force and effect at upon at the earliest of:

This Agreement shall be governed by, construed and enforced in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein.

This Agreement may be executed and delivered in multiple counterparts (including by facsimile, email or other electronic means), each of which shall be deemed an original, and such counterparts together shall constitute one and the same agreement.

[Remainder of page intentionally left blank]

Accepted and agreed this [●] day of [●], 2025

SCHEDULE A

SUBJECT SECURITIES

SCHEDULE B

FORM OF SAFE

[REDACTED – COMMERCIALLY SENSITIVE. INFORMATION REGARDING THE FORM OF SAFE CAN BE FOUND ON PAGE 1 OF THE FORM OF ROLLOVER AGREEMENT. IN ADDITION, THE FORM OF SAFE FIXES THE VALUE OF STOCK ISSUABLE THEREUNDER TO THE “ROLLOVER CONSIDERATION”, BEING “THE NUMBER OF SHARES BEING TRANSFERRED BY THE INVESTOR PURSUANT TO THE ROLLOVER AGREEMENT MULTIPLIED BY THE PER SHARE VALUE THAT NON-ROLLOVER SHAREHOLDERS RECEIVE PURSUANT TO THE PLAN OF ARRANGEMENT, ASSUMING FULL PAYMENT OF THE CVR (AS THOSE TERMS ARE DEFINED IN THE ARRANGEMENT AGREEMENT)”. ]

SCHEDULE C

REPRESENTATIONS AND WARRANTIES OF THE GUARANTOR

All capitalized terms used but not otherwise defined in this Schedule C shall have the respective meanings ascribed to them in the Arrangement Agreement.