ARTICLE I MERGERAgreement and Plan of Merger • September 22nd, 2006 • BTHC X
SHARE EXCHANGE AGREEMENT BY AND AMONG BTHC X, INC., SUR-AMERICA VENTURES, INC. AND ITS SHAREHOLDERSShare Exchange Agreement • May 21st, 2009 • BTHC X Inc • Blank checks • Nevada
This SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of May 21, 2009, is by and among BTHC X, Inc., a Delaware corporation, (the “Parent”), Sur- America Ventures, Inc., a Delaware corporation (the “Company”), and the Shareholders of the Company identified on Annex A hereto (each, a “Shareholder”, and together, the “Shareholders”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively, as the “Parties.”
LOAN AND SECURITY AGREEMENT by and between MORIAH SOFTWARE MANAGEMENT LP, as Lender, and BTHC X, INC., IORA SOFTWARE LIMITED and IORA INC. jointly and severally, as Borrower Dated: August 17, 2017 LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 23rd, 2017 • BTHC X Inc • Blank checks • New York
LOAN AND SECURITY AGREEMENT, dated as of August 17, 2017, by and among BTHC X, INC., a Delaware corporation with a principal place of business at Chapel House, 1-3 Chapel Street, Guildford, United Kingdom, GUI 3UH (“BTHC X”), IORA SOFTWARE LIMITED, a company incorporated in England and Wales as a private limited company whose registered office address is Chapel House, 1-3 Chapel Street, Guildford, United Kingdom, GUI 3UH (“iOra Software”), IORA INC., a Delaware corporation with a principal place of business at 45 Summer Street, Taunton, MA 02780 (“Iora” and, together with iOra Software and BTHC X, jointly and severally, “Borrower”), and MORIAH SOFTWARE MANAGEMENT LP, a Delaware limited partnership with offices at 1 University Plaza, Hackensack, NJ 07601 (together with its successors and assigns, the “Lender”).
BTHC X, Inc.Letter Agreement • May 22nd, 2017 • BTHC X Inc • Blank checks • Massachusetts
The purpose of this letter (“Letter Agreement”) is to memorialize the terms and conditions upon which we have agreed to offer you employment with BTHC X, Inc. (the “Company,” “we” or “us”).
SHARE EXCHANGE AGREEMENT BY AND AMONG BTHC X, INC., SUR-AMERICA VENTURES, INC. AND ITS SHAREHOLDERSShare Exchange Agreement • March 30th, 2010 • BTHC X Inc • Blank checks • Nevada
This SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of May 21, 2009, is by and among BTHC X, Inc., a Delaware corporation, (the “Parent”), Sur- America Ventures, Inc., a Delaware corporation (the “Company”), and the Shareholders of the Company identified on Annex A hereto (each, a “Shareholder”, and together, the “Shareholders”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively, as the “Parties.”
ContractBTHC X Inc • August 23rd, 2017 • Blank checks • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO BTHC X, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
VOTING TRUST AGREEMENTVoting Trust Agreement • February 14th, 2017 • BTHC X Inc • Blank checks • Delaware
This voting trust agreement (the “Agreement) is made on February 13, 2017, between BTHC X, Inc. a corporation organized under the laws of Delaware (“Pubco”), George Syllantavos, in his capacity as the Pubco Representative under the Contribution Agreement (the “Pubco Representative”), Ramada Holdings, Inc., a company formed under the laws of the Marshall Islands, in its capacity under the Contribution Agreement as the “Pubco Majority Shareholder”, Stocksfield Limited, a company formed under the laws of England and Wales (“Stocksfield”), Lexalytics, Inc., a Massachusetts corporation (“Lex”, and together with Stocksfield, the “Contributors”), Mark Thompson, in his capacity as the “Contributor Representative,” and Securities Transfer Corporation, a Texas corporation having an address at 2901 N. Dallas Parkway, Suite 380, Plano Texas 75093, as the Trustee as set forth herein. Capitalized terms used herein but not otherwise defined herein shall have the meaning given to such terms in the Con
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • August 23rd, 2017 • BTHC X Inc • Blank checks • New York
THIS PLEDGE AND SECURITY AGREEMENT dated as of this 17th day of August 2017 (the “Pledge Agreement”) is made by IORA SOFTWARE LIMITED, a company incorporated as a private limited company under the Registrar for Companies for England and Wales with a principal place of business at Chapel House, 1-3 Chapel Street, Guildford, United Kingdom, GUI 3UH (“Pledgor”), in favor of MORIAH SOFTWARE MANAGEMENT LP, a Delaware limited partnership with offices at 1 University Plaza, Hackensack, NJ 07601 (together with its successors and assigns, the “Lender”).
SHAREHOLDERS’ AGREEMENT BY AND AMONG MAGELLAN ALPHA INVESTMENTS, CORP., MICHAEL RABINOWITZ, CLIFFORD A. TELLER, LAWRENCE C. GLASSBERG. CHRISTOPHER J. FIORE, EDWARD ROSE, JAMES SIEGEL AND TIMOTHY G. MURPHY DATED AS OF NOVEMBER 9, 2009Shareholders’ Agreement • November 18th, 2009 • BTHC X Inc • Blank checks • New York
THIS SHAREHOLDERS’ AGREEMENT (this “Agreement”), dated as of November 9, 2009, by and among Magellan Alpha Investments, Corp., a Marshall Island corporation, Michael Rabinowitz, Clifford A. Teller, Lawrence C. Glassberg, Christopher J. Fiore, Edward Rose, James Siegel and Timothy G. Murphy (each a “Party” and collectively, the “Parties”).
LOCK-UP AGREEMENTLock-Up Agreement • February 14th, 2017 • BTHC X Inc • Blank checks • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is made as of February 13, 2017 by and among (i) BTHC X, Inc., a Delaware corporation, (including any successor entity thereto, the “Company”), (ii) George Syllantavos, an individual residing in Athens, Greece, in his capacity under the Contribution Agreement as the Pubco Representative (the “Pubco Representative”), and (iii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Contribution Agreement.
BTHC X, INC. VOTING AGREEMENTVoting Agreement • February 14th, 2017 • BTHC X Inc • Blank checks • New York
This Voting Agreement (this “Agreement”) is made as of February 13, 2017 by and among BTHC X, Inc. (the “Company”) and each of the individuals and entities set forth on the signature page hereto (each a “Voting Party” and collectively, the “Voting Parties”). For purposes of this Agreement, capitalized terms used and not defined herein shall have the respective meanings ascribed to them in the Contribution Agreement (as defined below).
MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT between Stocksfield Limited and iOra Software LimitedManagement and Administrative Services Agreement • February 14th, 2017 • BTHC X Inc • Blank checks • England and Wales
THIS MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT (the “Agreement”) is entered into on 13th February 2017 and is effective as of the Effective Date set forth below.
PATENT AND TRADEMARK SECURITY AGREEMENTPatent and Trademark Security Agreement • August 23rd, 2017 • BTHC X Inc • Blank checks
This Patent and Trademark Security Agreement, dated as of August 17, 2017 (this “Agreement”), made by IORA SOFTWARE LIMITED, a company incorporated as a private limited company under the Registrar for Companies for England and Wales with a principal place of business at Chapel House, 1-3 Chapel Street, Guildford, United Kingdom, GUI 3UH (“Grantor”), in favor of MORIAH SOFTWARE MANAGEMENT LP, a Delaware limited partnership with an address at c/o Black Dolphin Capital Management, LLC, One University Plaza, Suite 407, Hackensack, NJ 07601 (together with its successors and assigns, “Lender”).
BTHC X, INC. October __, 2009BTHC X Inc • March 30th, 2010 • Blank checks • New York
We are pleased to accept the offer Magellan Alpha Investments, Corp. (the “Subscriber”) has made to purchase from BTHC X, Inc., a Delaware corporation (the “Company”), an aggregate of 4,087,953 shares of common stock of the Company, $0.001 par value per share (the “Common Stock” or the “Shares”). Any terms used herein but not defined herein shall have the meaning set forth in that certain Securities Purchase Agreement dated September 18, 2009, by and among the Subscriber, the Company and Pierre Galoppi (the “SPA”). The terms on which the Company is willing to sell the Shares to the Subscriber, and the Company’s and the Subscriber’s agreements regarding such Shares, are as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 21st, 2009 • BTHC X Inc • Blank checks • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of September 18, 2009, between Pierre Galoppi, an individual residing at 5521 Riviera Drive, Coral Gables, FL 33146 (the “Seller”), BTHC X, Inc., a Delaware corporation (“BTHCX”), and Magellan Alpha Investments, Corp., a Marshall Islands corporation (the “Purchaser”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 18th, 2009 • BTHC X Inc • Blank checks • New York
STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of the 28th day of October, 2009 by and among Magellan Alpha Investments, Corp., a Marshall Island corporation (“Seller”), Michael Rabinowitz (“Rabinowitz”), Clifford A. Teller (“Teller”), Lawrence C. Glassberg (“Glassberg”), Christopher J. Fiore (“Fiore”), Edward Rose (“Rose”), James Siegel (“Siegel”), and Timothy G. Murphy (“Murphy” and together with Rabinowitz, Teller, Glassberg, Fiore, Rose and Siegel, “Purchasers”).
SECURITIES ISSUANCE AGREEMENTSecurities Issuance Agreement • August 23rd, 2017 • BTHC X Inc • Blank checks • New York
THIS SECURITIES ISSUANCE AGREEMENT (this “Agreement”) is made and entered into as of August 17, 2017, by and between BTHC X, Inc., a Delaware corporation (the “Company”), and MORIAH SOFTWARE MANAGEMENT LP, a Delaware limited partnership (the “Lender”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 30th, 2010 • BTHC X Inc • Blank checks • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of September 18, 2009, between Pierre Galoppi, an individual residing at 5521 Riviera Drive, Coral Gables, FL 33146 (the “Seller”), BTHC X, Inc., a Delaware corporation (“BTHCX”), and Magellan Alpha Investments, Corp., a Marshall Islands corporation (the “Purchaser”).
CONTRIBUTION AGREEMENTContribution Agreement • January 6th, 2017 • BTHC X Inc • Blank checks • New York
BTHC X, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), in accordance with the provisions of Sections 103 and 242 thereof, DOES HEREBY CERTIFY:
REGISTRATION RIGHTS AGREEMENTRights Agreement • February 14th, 2017 • BTHC X Inc • Blank checks • New York
This Registration Rights Agreement (the “Agreement”) is made as of February 13, 2017 by and among BTHC X, Inc. (including any successor in interest of the Company or other entity that issues Registrable Securities (as defined herein), the “Company”), and the persons signatory hereto (each an “Investor,” and collectively, the “Investors”).
iOra Software LimitedContribution Agreement • February 14th, 2017 • BTHC X Inc • Blank checks • New York
VALIDITY GUARANTYValidity Guaranty • August 23rd, 2017 • BTHC X Inc • Blank checks • New York
This Validity Guaranty, dated as of August 17, 2017 (“Guaranty”), is by Mark Thompson, an individual (“Guarantor”), in favor of Moriah Software Management L.P. (“Lender”).
BTHC X, INC.BTHC X Inc • September 21st, 2009 • Blank checks • New York
We are pleased to accept the offer Magellan Alpha Investments, Corp. (the “Subscriber”) has made to purchase from BTHC X, Inc., a Delaware corporation (the “Company”), an aggregate of 4,087,953 shares of common stock of the Company, $0.001 par value per share (the “Common Stock” or the “Shares”). Any terms used herein but not defined herein shall have the meaning set forth in that certain Securities Purchase Agreement dated September 18, 2009, by and among the Subscriber, the Company and Pierre Galoppi (the “SPA”). The terms on which the Company is willing to sell the Shares to the Subscriber, and the Company’s and the Subscriber’s agreements regarding such Shares, are as follows:
