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”).
ContractWarrant Agreement • August 23rd, 2017 • BTHC X Inc • 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.
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”).
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”).
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”).
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”).
