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.”
BTHC X, INC. October __, 2009Share Subscription Agreement • March 30th, 2010 • BTHC X Inc • 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 • 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”).
