BTHC X Inc. (OTCBB:BTXI) Files An 8-K Entry into a Material Definitive Agreement

BTHC X Inc. (OTCBB:BTXI) Files An 8-K Entry into a Material Definitive Agreement

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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On December 31, 2016, BTHC X, Inc., a Delaware corporation (the
Company) entered into a contribution agreement (the Contribution
Agreement) by and among the Company, iOra Software Limited, a
company formed under the laws of England and Wales (iOra),
Stocksfield Limited (Stocksfield), a company formed under the
laws of England and Wales, Lexalytics, Inc., a Massachusetts
corporation (Lexalytics) (Stocksfield and Lexalytics are
collectively referred to as the Contributors), Mark Thompson in
his capacity as representative for the Contributors (the
Contributor Representative), Ramada Holdings, Inc., a company
formed under the Laws of the Marshall Islands (Ramada), and
George Syllantavos, in his capacity as representative for the
Company (the Company Representative) and individually. The
transactions contemplated by the Contribution Agreement are
expected to close in the coming weeks

to the Contribution Agreement, the Contributors will contribute
$75,000 and all of the outstanding equity securities in iOra to
the Company in exchange for 6,323,530 shares of the Companys
Series A Convertible Preferred Stock (for which the Company will
file a Certificate of Designation prior to the closing), which
will be convertible into approximately 260 million shares of the
Companys common stock once the Companys certificate of
incorporation is amended to increase its authorized shares. In
addition, the Company will issue 2,966,531 shares of the Companys
Series A Convertible Preferred Stock (the Earnout Shares), which
will be convertible into approximately 122 million shares of the
Companys common stock once the Companys certificate of
incorporation is amended to increase its authorized shares, in
the name of a trustee to a voting trust agreement. If certain
earn-out targets specified in the Contribution Agreement are met,
the Earnout Shares will be issued to the Contributors. If the
earn-out targets are not met, the Earnout Shares will be issued
to the stockholders of the Company. The Series A Convertible
Preferred Stock will have the right to vote with the Companys
common stock on an as-converted basis. While the Earn-Out Shares
are held by the trustee, the Contributor Representative has all
voting rights related to those shares.

Upon the closing, the Company will issue 709,939 shares of its
Series A Convertible Preferred Stock, which will be convertible
into approximately 29.2 million shares of the Companys common
stock once the Companys certificate of incorporation is amended
to increase its authorized shares, to certain stockholders of the
Company who have outstanding loans to the Company in exchange for
the cancellation of such loans.

The Contribution Agreement contains customary representations and
warranties, pre- and post-closing covenants of each party, and
customary closing conditions.

The Business Combination will be treated as a reverse acquisition
of the Company for financial accounting purposes, iOra will be
considered the accounting acquirer and the historical financial
statements of the Company before the Business Combination will be
replaced with the historical financial statements of iOra and its
consolidated entities before the Business Combination in all
future filings with the SEC. Upon closing, the Company will cease
to be considered a shell company.

The foregoing description of the Contribution Agreement does not
purport to be complete and is qualified in its entirety by
reference to the Contribution Agreement, a copy of which is filed
herewith as Exhibit 2.1 and is incorporated herein by reference.
There are representations and warranties contained in the
Contribution Agreement which were made by the parties to each
other as of specific dates. The assertions embodied in these
representations and warranties were made solely for purposes of
the Contribution Agreement and may be subject to important
qualifications and limitations agreed to by the parties in
connection with negotiating their terms. Moreover, certain
representations and warranties may not be accurate or complete as
of any specified date because they are subject to a contractual
standard of materiality that is different from certain standards
generally applicable to shareholders or were used for the purpose
of allocating risk between the parties rather than establishing
matters as facts. Based on the foregoing reasons, investors
should not rely on the representations and warranties as
statements of factual information.

Changes Resulting from the Transaction

At the closing of the transactions contemplated by the
Contribution Agreement, the Company, through its subsidiaries,
will be engaged in the business of providing data replication,
compression and cyber security technologies and related services.

Lockup Agreement and Voting Agreement

At the closing of the transactions contemplated by the
Contribution Agreement, the Contributors, Ramada, George
Syllantavos and certain other shareholders of the Company (as
further set forth in the Contribution Agreement) will enter into
lock-up agreements. In addition, the Contributors, Ramada, and
George Syllantavos will enter into a voting agreement that will
provide that, for a period of one (1) year after the closing, the
parties thereto will agree to vote in favor of the designee of
Ramada to the Board of Directors of the Company.

Departure and Appointment of Directors and
Officers

At the closing of the transactions contemplated by the
Contribution Agreement, the Companys Board of Directors is
expected to be comprised of three members, Mark Thompson and
Michael Fasci, who will be appointed to the Board of Directors at
closing, and George Syllantavos, who will remain on the Board of
Directors.

In addition, at the closing, the Companys President, Secretary
and Treasurer, Mr. Syllantavos, will resign from those positions
and Mr. Thompson will be appointed to the position of President,
Chief Executive Officer and Chairman of the Board of Directors,
Mr. Fasci will be appointed to the position of Chief Financial
Officer, Director, Treasurer and Secretary, and David L.A.
Morgan, will be appointed to the position of Chief Operating
Officer.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

The exhibits listed in the following Exhibit Index are filed as
part of this Current Report on Form 8-K.

Exhibit No. Description
2.1 Contribution Agreement dated December 31, 2016 (1)
(1) Certain exhibits and schedules to this exhibit have been
omitted in accordance with Regulation S-K Item 601(b)(2). The
Company agrees to furnish supplementally a copy of all
omitted exhibits and schedules to the Securities and Exchange
Commission upon its request.


About BTHC X Inc. (OTCBB:BTXI)

BTHC X, Inc. is a shell company. The Company intends to identify a privately held operating company desiring to become a publicly held company by merging with it through a reverse merger or acquisition. The Company has no operations. The Company has no revenues from operations.

BTHC X Inc. (OTCBB:BTXI) Recent Trading Information

BTHC X Inc. (OTCBB:BTXI) closed its last trading session at 0.0000 with shares trading hands.

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